UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
For the year ended March 31, 2005 Commission File
Number 001-16139
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
WIPRO LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Bangalore, Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
(Address of principal executive offices)
Indicate by check mark if registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x | Form 40-F o |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g- 3-2(b) under the Securities Exchange Act of 1934.
Yes o | No x |
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule 12g 3-2(b)
Not applicable.
This Form 6-K contains our Annual Report for the fiscal year ended March 31, 2005 that we mailed to holders of our Equity Shares and our American Depository Shares, or ADSs, on or about June 27, 2005.
We have attached the notice for our Annual General Meeting and related Proxy Forms that we mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.1 to this Form 6-K. We have also attached the notice and proxy card for amendment to the objects clause of the memorandum of association of our Company that is required by Indian law to be mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.2 to this Form 6-K. In addition, we have also attached the notices and proxy cards for the merger of Spectramind Limited, Mauritius and Spectramind Limited, Bermuda with Wipro Limited and the merger of Wipro BPO Solutions Limited with Wipro Limited, as required by Indian law to be mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.3 and Exhibit 99.4, respectively, to this Form 6-K.
The information contained in this Form 6-K shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
OurPromisewithutmostrespecttoHumanValues,wepromisetoserveourCustomerwithIntegrity,throughInnova tive,ValueforMoneySolutions,byApplyingThought,dayafterday. |
CONTENTS
Value
in numbers |
02 | |||
Letter
to stakeholders |
04 | |||
Wipro
businesses |
08 | |||
Practicing
values to create value |
10 | |||
Directors
report |
33 | |||
Report
on corporate governance |
46 | |||
Financial
statements |
71 | |||
Annual
Report filed with United States Securities and Exchange Commission (Form 20F) |
132 | |||
Board
of Directors |
Inside back cover |
ValueinnumbersSalesandOtherIncome*ProfitafterTax*8210yearCAGR25%10yearCAGR47%Rs.BnRs .Bn5916431099.41994-952002-032003-042004-051994-952002-032003-042004-05*FromContinuingOperations*Fro mContinuingOperationsOperatingCashFlowsMarketCapitalization18Rs.Bn10yearCAGR57%Rs.Bn(US$14B n**)466*10304726851994-952002-032003-042004-052002-032003-042004-05*BasedonmarketpriceasonMarc h31,2005ofRs.663**BasedonADRpriceof$20.41RevenuesfromGlobalITGlobalITServicesService s&ProductsServicelinecomposition2004-05$Mn1,35310yearCAGR57%InfrastructureApplicationo utsourcingDevelopment&943R&DServices6%Maintenance28%32%62528ConsultingBPOServicesPac kageTesting5%11%ImplementationServices1994-952002-032003-042004-0511%7%2 |
WIPRO LIMITED CONSOLIDATED
SEGMENT WISE BUSINESS PERFORMANCE | Rs. in Million |
Particulars | Year ended March 31, | |||||||||||||||||||||
2003 | 2004 | 2005 | % Growth | |||||||||||||||||||
over 2004 | ||||||||||||||||||||||
Segment Revenue* |
||||||||||||||||||||||
Global IT Services and Products |
30,487 | 43,575 | 60,753 | 39 | ||||||||||||||||||
India & AsiaPac IT Services and Products |
8,395 | 9,762 | 13,964 | 43 | ||||||||||||||||||
Consumer Care and Lighting |
2,991 | 3,649 | 4,723 | 29 | ||||||||||||||||||
Others |
1,468 | 1,826 | 2,258 | 24 | ||||||||||||||||||
TOTAL |
43,341 | 58,812 | 81,698 | 39 | ||||||||||||||||||
Profit
before Interest and Tax PBIT * |
||||||||||||||||||||||
Global IT Services and Products |
8,451 | 9,539 | 16,041 | 68 | ||||||||||||||||||
India & AsiaPac IT Services and Products |
557 | 792 | 1,042 | 32 | ||||||||||||||||||
Consumer Care and Lighting |
436 | 551 | 672 | 22 | ||||||||||||||||||
Others |
240 | 277 | 397 | 43 | ||||||||||||||||||
TOTAL |
9,684 | 11,159 | 18,152 | 63 | ||||||||||||||||||
Interest (Net) and Other Income |
634 | 873 | 796 | |||||||||||||||||||
Profit Before Tax* |
10,318 | 12,032 | 18,948 | 57 | ||||||||||||||||||
Income Tax expense |
(1,343 | ) | (1,681 | ) | (2,750 | ) | ||||||||||||||||
Profit for the period* |
8,975 | 10,351 | 16,198 | 56 | ||||||||||||||||||
Net Loss on discontinuance of ISP business |
(378 | ) | | | ||||||||||||||||||
Profit before Share in earnings /(losses) of
affiliates and minority interest |
8,597 | 10,351 | 16,198 | 56 | ||||||||||||||||||
Share in earnings of affiliates |
(355 | ) | 23 | 175 | ||||||||||||||||||
Minority interest |
(37 | ) | (59 | ) | (88 | ) | ||||||||||||||||
PROFIT AFTER TAX |
8,205 | 10,315 | 16,285 | 58 | ||||||||||||||||||
Earnings
per share EPS |
||||||||||||||||||||||
(PY: Adjusted for bonus issue in ration of
2:1) |
||||||||||||||||||||||
Basic (In Rs.) |
11.83 | 14.87 | 23.41 | |||||||||||||||||||
Diluted (In Rs.) |
11.81 | 14.85 | 23.19 | |||||||||||||||||||
Operating Margin* |
||||||||||||||||||||||
Global IT Services and Products |
28 | % | 22 | % | 26 | % | ||||||||||||||||
India & AsiaPac IT Services and Products |
7 | % | 8 | % | 7 | % | ||||||||||||||||
Consumer Care and Lighting |
15 | % | 15 | % | 14 | % | ||||||||||||||||
TOTAL |
22 | % | 19 | % | 22 | % | ||||||||||||||||
Return on average capital employed* |
||||||||||||||||||||||
Global IT Services and Products |
62 | % | 47 | % | 62 | % | ||||||||||||||||
India & AsiaPac IT Services and Products |
54 | % | 53 | % | 63 | % | ||||||||||||||||
Consumer Care and Lighting |
60 | % | 86 | % | 89 | % | ||||||||||||||||
TOTAL |
31 | % | 30 | % | 39 | % | ||||||||||||||||
CompositionofBusinessVerticals2004-05*GeographywiseActiveCustomers*Retailcomposition ofrevenues*Financial12%421ServicesNos.Energy&Utilities18%NorthEurope11%America30 %65%339TelecomServiceManufacturing288Providers5%12%EmbeddedCorporate/GovtSystems&9%P roductJapanEngineeringHealthCare4%Telecom&14%1%InternetworkingRestofworld18%1%2002-032003-042004-05 |
3
Azim H Premji, Chairman
Dear Stakeholder,
Wipro is in good shape. Over the last few years, we have systematically nurtured growth. We have invested in new growth areas and simultaneously restructured existing growth engines. Both these strategic initiatives have helped in sustaining our value creation potential for customers and shareholders alike. In the 59 years of existence, we have learnt that to build sustainable value, we need to stay close to our customers and constantly reinvent ourselves. The only way to manage the future is by anticipating it well before it happens. This means remaining alert to changing customer needs, emerging market trends and quickly aligning ourselves to them. After all, if the saw is not regularly sharpened, it loses its edge.
The net result of all our initiatives is that we now have a strong portfolio of
businesses and services that can lead industry growth and create superior value over time. And the good news is that some of the benefits of the initiatives are beginning to reflect in our operations and operating results. If you look at the results of the past year for Wipro, you can be proud that your company:
Posted strong results in all its businesses Revenues grew 39%, fuelled by strong growth in all businesses. Revenue in Dollar terms in our Global IT business grew 43%, while all other businesses delivered Revenue growth that were at the top of industry growth rate.
Delivered broad-based growth across geographies, verticals and services lines in its Global IT business Every single vertical posted good growth. More importantly, our differentiated Services such as Technology Infrastructure Services and
4
Testing Services grew ahead of the overall growth rate, as did our Europe geography where we invested early.
Grew profits ahead of its Revenues as Operating Margins expanded in a year of Offshore cost pressure and significant Rupee appreciation.
Translated strategic initiatives into operating results growth rate of our differentiated services in our Global IT business and the strong growth in newer services and geographies in our India, Middle East and Asia Pac IT business indicating the success.
continue to live amidst dire poverty and amongst other ills. But with relentless hard work and focused energy in the right direction, I am convinced that things can only change for the better. Change will not be easy, but will be achieved.
I am no economist or sociologist, but I do see clear trends around me. Some of these are :
The recognition that human resources, complete with human endeavor, intelligence and spirit are the greatest drivers of societal growth and development. Large populations, poverty and scarcity do not represent only
Benefited from the fundamental faith you had in your other businesses Wipro Consumer Care and Lighting is among the fastest growing FMCG companies in India for the second consecutive year and Wipros infrastructure engineering business leveraged the opportunities in the increased spends on infrastructure in India.
As I look ahead, to any time horizon, I feel very enthused about the future. The forces shaping our society are fundamental and seek to not only improve our lot economically but also make the world a better place to live in.
It is not as if there are no dark clouds we have all lived through September11, and
a problem, but an immense opportunity as well. For this opportunity to be utilized to its fullest potential, education, healthcare, infrastructure and other social investments are essential. This realization has given a fresh impetus to these initiatives. At the individual level, this will drive equality and at the aggregate level, it will drive economic and social progress.
Technology has a great role to play in creating a momentum for progress. Technology can improve productivity at every level and thereby multiply gains in a systematic and pervasive manner. Sometimes, when I look back, I wonder what we ever did without the cell phones and the computers! Life may have been
5
simpler then. But such changes occur only in one direction. The truth is once we know there is a better way of doing things, few people would want to go back to the old ways.
A deep and abiding faith that people and organizations can be successful only by sticking to Values. This is a heartening reversal of the view held by some people, that ethical behavior was an obstacle to business success. Over the last few years, there is an increasing conviction in the minds of people that doing the right thing is good for the business, good for the individual and good for society. Ethical behavior cannot be mandated. It has to spring from within. By practicing Values, sincerely and consistently, one creates Value.
To us in Wipro, our primary satisfaction comes not only from the robust financial results but from the fact that this success has been built upon a strong foundation of Values. The future looks so exciting to us, because in a very real sense Wipro is fully aligned with the three important forces or vectors I mentioned before : People, Technology and Values.
It is the endeavour, intelligence and commitment of each Wiproite that has driven the success of Wipro. Wipro truly respects its talent. This talent continues to grow, as Wipro spans the globe across 26 countries, with employees from over 15 nations.
Our technology expertise is another core pillar of our success in all our businesses and particularly in getting the global stature for our IT business. Our Quality process,
continually improved by Six Sigma and Lean techniques, are sharply focused on making our customers successful in their endeavors. We are at the very tip of the technology driven productivity vector.
Our unyielding commitment to Wipro Values, has been, I believe the core reason of our success. This is reflected in the theme of this years annual write-up. We in Wipro believe that we are Creating Value by PracticingValues.
I thank you for your confidence in Wipro. As long term partners, many of you have stood by us through periods of transformation. Even though our journey of transformation is not complete and our dream of leadership far from fulfillment, the essential elements Value,Vision, Strategy, Execution are all there. Wipro is in good shape, more than ever before.
Very sincerely
Azim H Premji
Chairman
April 30, 2005
7
Wipro Businesses |
Wipro Technologies Global IT Services & Products business |
Wipro Technologies is the global consulting, technology and business process services business of Wipro Limited. We provide a complete range of technology-based business services ranging from integrated business, technology and process solutions including systems integration, package implementation, software application development and maintenance,transaction processing to knowledge based services, to Global 2000 customers on a global services delivery platform. |
Our key differentiators include end-to-end services, an adaptive, value-driven engagement model and a fanatical focus on quality in every aspect of service delivery. |
Our 360° service portfolio covers Enterprise Applications, Infrastructure Services, BPO Services, R&D Services and Consulting across various domains. We combine a proven global services delivery model, with quality leadership based on a |
secure and reliable infrastructure in bringing significant value to our customers. We are the largest third-party R&D service provider in the world, have among the worlds largest technology infrastructure management practices and are among the Top 3 offshore BPO service providers by revenue. |
Wipro Technologies is committed to creating technology-driven solutions which realize clients business aspirations. We are the first global services company to adopt an industry-driven market facing structure and have over 20 industry facing Centers of Excellence, which create solutions and build expertise for the specific needs of individual industries. |
We currently engage with over 421 clients (with 151 Forbes 2000 and 89 Global 500 clients) across 4 continents in 35 countries through global delivery centers in 38 locations including 10 near shore centers in the US, UK, Germany, China, Japan, Finland and Sweden. We are the worlds 1st PCMM, CMM, CMMi Level 5 Software Services Company and are the first company outside USA to receive the IEEE Software Process Award. |
Wipro Infotech India and Asia Pac IT Services and Products business |
Wipro Infotech is the leading IT Services, Solutions & Products business of Wipro Limited with operations in India,Asia Pacific and the Middle East. |
Our portfolio of IT services include IT consulting, personal computing and enterprise products, IT infrastructure management and systems integration services, software application development, package implementation and total outsourcing services. We deliver and deploy large complex projects which span multiple service lines and manage the entire IT lifecycle of our customers. We do this through best of breed partnerships with leading technology providers, with wide geographic reach for our support services, our strong focus on operations excellence, quality, and innovation. People are our strongest asset and we have one of the best consultants, technical experts and domain skills in the country today, enabling us to demonstrate direct benefits on business needs to customers. |
A panoramic view of Wipro Campus in Bangalore India |
Wipro Consumer Care and Lighting -FMCG business |
Wipro Consumer Care and Lighting is a leading player in the branded consumer products market with presence in personal care, baby care, wellness products and domestic & institutional Lighting. Our flagship brand Santoor is Indias second largest popular soap brand, and is ranked 19th in personal care in India. The business grew across all brands. Acquired brands Chandrika Ayurvedic soap and Glucovita glucose powder, new launches such as Wipro Sanjeevani Honey,Wipro Sanjeevani Isabgol and Wipro Safewash liquid detergents, our existing businesses in Lighting and modular furniture in the institutional segment, recorded excellent growth. |
Practicing Values
to Create Value
Prologue
Traditional management thought and practice holds that a business is essentially a robust economic engine to drive shareholder wealth. For years companies have rested their survival mantra on growth in revenues and profitability.
At Wipro, philosophically and in practice, we regard this as a key tenet, but not the only one. Value creation for shareholders is necessary absolutely necessary but not the sole purpose of our existence.
Also, as conventional management suggests, is Wipro an instrument of wealth creation? Does Wipro exist to help its customers do better business? Is Wipro an attempt to realize the promise of technology? Is Wipro a force helping in changing the social and economic aspirations of the common man? Or, is Wipro a social organization that gives people an opportunity to find meaning in life?
We believe Wipro is an idea. An idea that economic progress and social development can go hand in hand. An idea that transparency and integrity can not only co-exist with business success, but actually drive it. An idea that a corporation is not a machine, but a thriving social system of people coming together to make life better, for themselves and for the world around.
The power of an idea rests in its realization. All things are conceived twice first in the mind and then in reality. It is true of the Taj Mahal, the Pyramids, or the Great Wall where the ideas conceived in mind were realized through action. So we looked at
Wipros history for illustrations of this idea. Not just in Wipros community initiatives, but also in the way our core business is conducted. And realized that the idea is not an idea with a tinge of finality, but a continuous journey.
All ideas are outcomes of our deepest beliefs. We were amongst the earliest corporations to explicitly state what we believed in and crystallized them as Wipro Beliefs. Since then it has evolved and is evolving with the environment, while remaining steadfast in intent and practice, which now manifests as Values.
At Wipro, Values are what we have held sacrosanct, all through our existence as an organization. Over the last six decades, it has been our constant attempt to build Wipro on a strong foundation of Values. Values that act as a guiding beacon in all our thoughts and actions.
We have learnt that practicing our Values makes immense business sense. For instance, good talent approaches us, because we respect individuals and offer opportunities for growth. Fine organizations partner with us because we are fair to them and believe in growing with them. And we find the best customers because we offer the best value, and deliver on commitments that we make to them.
In the next few pages we present a glimpse of how we have attempted to practice each of our four Values to create value for our stakeholders community, employees, customers and shareholders.
10
Creating Value for
the Community
Over the years, Wipro has reached a position from which it can contribute significantly to community development. For us, this is reason enough to engage meaningfully with the world around us. For two fundamental beliefs have guided our engagement with society: One, that Wipro is a socio-economic citizen. Two, if you can do good, you must.
This led us to the next debate: what should Wipro do? We decided to rally our
need to drastically improve quality. Hence the mandate we have given ourselves is to contribute significantly to improving the quality of Indian school education. We think this focus will lead to a large multiplier effect on human development.
That is practicing Human Values for us being sensitive to the individual needs, and then going ahead and creating a win for them. That is practicing Innovation for us. Consistently offering novel and superior
resources around one big idea, an idea with leverage for significant social impact. Also, we decided against creating external support structures roads, hospitals, institutions for no amount of brick can surrogate the ability of an individual to support himself. In contrast, education is a fundamental enabler of progress for an individual and for a nation. Good education empowers us to shape our future, to understand our role in society and contribute to social progress.
Given the state of Indian education, we feel strongly that there is an urgent and critical
solutions to satisfy the needs of individual stake holder; in this case the community. What gives us satisfaction is that several Wiproites have taken up this initiative on their own, too.
Wipros contribution to the community is carried through two initiatives Wipro Applying Thought in Schools and Wipro Cares. The former is a structured initiative with active participation of all stake holders in the area of education with Wipro being the rallying point. The latter is an employee driven initiative which provides a channel for employees to contribute to the society.
11
Wipro Applying Thought in Schools
The Wipro Applying Thought in Schools initiative was triggered when Wipro realized that even the best people leaving our education system do not necessarily bring life-skills to the workplace. Education, with its focus on memorization and doing well in exams is strongly disconnected from the needs of the student and society. Through this initiative, we strive to rekindle the spirit of curiosity in our children, and allow them
spearhead change through action research and advocacy.
For example, our Teachers Programme spread over two years, aims to transform the teacher into a reflective practitioner through workshops and school based support. It helps teachers appreciate that knowledge is built through an evolving process of interpreting experience. The role of a teacher is to create right experiences and to guide the learner in
Human Values
We respect the unique
needs of Customers and
employees. We are
sensitive to their differing
needs in our interactions
with them.
to develop into critical, creative, and caring citizens.
Since its initiation in early 2001, Wipro Applying Thought in Schools has reached out to over 4,500 teachers and principals from 241 schools in 14 states across the country. Our projects range from training programs for teachers and principals to concerted efforts for transforming entire schools. Today, Wipro is among the largest providers of long-term developmental training to Indian schools.
All of our work is implemented through a partner network containing over a dozen of Indias leading social organizations. Together, we hope to reach a critical mass to
building knowledge. The Leadership Program works with school leaders to prepare them for their role in leading this transformation. The Parent Program helps parents appreciate the purpose of education and the process of learning. It also gets them to reflect on their part in their childs education and development. Current research includes developing internationally benchmarked Learning Standards, curricular support material, and models for whole school transformation.
13
Wipro Cares
Another unique way in which we are creating value for the community is through our volunteering initiative Wipro Cares. It is a unique corporate experiment to channelise the contributions of Wiproites matched by Wipro, and the desires of Wiproites to make meaningful contribution to society, on a continuous basis.
Wipro Cares contributes through two pronged strategy: providing rehabilitation to the survivors of natural calamities and enhancing learning abilities of children from the under privileged sections of the society
Wipro Cares philosophy is to utilize the collective wisdom of volunteers to bring
Most survivors had broken a limb or back and needed medical help. We first provided a mobile X-ray and physiotherapy unit and later, set up a paraplegic centre at Nagarpal to accommodate 50 patients. Apart from this, we helped re-construct several school buildings that were damaged by the quake.
In the tsunami affected areas, Wipro Cares has adopted Pushpavanam village in Nagapattinam district in the state of Tamil Nadu where we are working to make it a better place to live than what it was before. We are providing livelihood means, working towards reclaiming agricultural land, creating self help groups to help women become economically independent and rebuilding schools in the village.
long term benefits and satisfaction to the community, as we believe that providing funding alone will not help the community.
Wipro Cares contributions in the Indian states that were hit by calamities are testimony to its philosophy where Wipro Cares worked on the ground to contribute where the need was felt.
In the cyclone hit Orissa, after detailed discussions with the survivors, we constructed a cyclone-proof school-cum-shelter at the Ramatara village in Erasama. The shelter is equipped with facilities such as bore wells, HAM radio set and life jackets. It functions as a well equipped school when there is no calamity.
When the Wipro Cares team visited Gujarat after the earthquake in 2001, the most glaring need was treatment for bone injuries.
Our efforts are always linked to the needs of the survivors and are executed along with the community.
Wipro Cares volunteers focus towards enhancing learning abilities of children in schools for children from the under privileged sections of urban areas. They work with children to teach them, to build confidence in them and to ignite curiosity and broaden their awareness levels.
Volunteers continue to engage with the community around us, with activities such as adult literacy, providing training for livelihood means, and helping them start their own initiatives to make them self sufficient.
14
Employee Initiatives
The community initiatives taken by Wipro have been furthered by employees who have taken their own steps towards adding value to the community.
When Robert Gabriel, Client Engagement Manager, (name changed due to the nature of his contribution) based out of Wipro France, realized that several people are pushed to depression and possible suicide because they did not have any one to talk
are among several Wiproites who are making a difference to the society. Both believe in education as a great enabler for a bright future and have focused on providing financial help to the needy.
Constant motivation, guidance, financial and emotional support from Ashok, helped little Kiran complete tenth grade from a government school in remote, rural India. She would now study for a Diploma in Electronics and Communication Engineering
to, he made up his mind to help such people. For the last year, he has been an active volunteer with SOS Amitié, which aims to prevent suicide by counseling on phone. SOS Amitié is available for people in distress 24x7, for 365 days a year. It also handles calls on drugs, alcohol and physical abuse and loneliness, depression, divorce, illness, etc.
SOS Amitié receives about 800,000 calls a year from people who need a listening ear, in France alone. Robert, as one of the volunteers who has decided to use his spare time counseling those in need, helps the callers talk about their problem, to lower their anxiety levels, and helps them clarify their situation so that they find better ways of accepting their problems or start to find solutions.
I am glad that I could make a difference to at least few people around me, he says, about his passion.
Ashok Herur, Principal Consultant - Talent Transformation and Durga Prasad Kancherla, Technical Manager for EASOracle Practice
at the Government Polytechnic College, which enables her to become a technically qualified professional.
While Ashoks is a story of how an individual can make a difference, Durga Prasads efforts are in scaling the activities with the help of more like minded people.
When Durga met his four childhood friends after a gap of 16 years in the US, their discussions focused on what good education could do to millions of under privileged children back home in India. With this blossomed Big Help for Education, a non profit organization. Big Help is helping 100 students through Sponsor a Child program, touches 2800 students through Adopt a School program, is helping another 3500 students through Merit Awards program.
What is unique is that this band of friends decided to try out a pilot project to make a difference in a government school in a rural area by utilizing the seed money contributed by all five of them. They set out collecting funds for more activities only
16
after they succeeded in this pilot project. They work with project committee over seeing each project with 4 designated volunteers working closely with the children and Government schools.
Azim Premji Foundation is a not-for-profit organization launched by Wipro Chairman Azim Premji. Its Vision is to significantly contribute to achieving quality universal education to facilitate a just, equitable and humane society. The Foundation believes that Quality Education is fundamental for India becoming a developed country.
It is committed to contributing to large scale systemic reforms to achieve the quality of education through a three pronged strategy of Advocacy, Interventions and Networking.
To achieve its Vision, the Foundation develops proof of concept in partnership with the state governments. Among its key programs are Learning Guarantee Program, Accelerated Learning Program, Computer Aided Learning Center and Education Management. Through these, the Foundation
touches 1.8 million children in 11,000 schools with 30,000 teachers.
These are but a few illustrations of Wiproites contributions to the Community.
17
Creating Value for Wiproites
The manifestations of the Values can be in different ways for different stake holders. While we believe that working towards providing quality education in schools is necessary to build a talented pool of citizens, we are also making efforts to train and provide opportunities for development for the employees within.
We believe that the worth of an organization is measured by the people who work for it. The challenge is to make sure that our people use their energies, desires and potentials to make their lives and the lives of others whom they touch more complete; thus enriching the environment around us.
Wipros strong people processes are a bench mark for best-of-breed people- engagement. We recognized the need to create leaders who go beyond managing the tasks and people and these leaders help people find a new meaning in what they do; energizing them to think beyond what they have been doing and encouraging them to discover their true potential. This voyage continues down the line.
An enquiring mind is constantly in quest of knowledge and feels restless in a closed environment. Hence we engage Wiproites in enhancing their skills and knowledge levels, through higher education and technical training to acquire new skills. This, coupled with leadership building program that we have initiated through life cycle leadership development programs have built strong leadership for the company.
Competency building
People Development in Wipro is not about programs. It is a way of life. As new employees join, they go through a carefully crafted induction program that sets them up for success in their careers. The participants go through an elaborate technical program depending on the streams they select. The technical skills are rounded off with behavioral skills and understanding of various processes. Most important, they
learn how to breathe and live Wipro Values, how to choose instinctively what is right over what is wrong and act consistently according to it.
The induction program is only the end of the beginning. After that, there are many need based programs. There are programs to sharpen domain skills in Transportation, Manufacturing, etc, creating solution architects through solution readiness programs, project management programs including PMI to develop top class Project Managers, consulting capabilities through programs such as Power Consulting, Account Management Programs and customer leadership interface programs (CLIP). There are avenues for higher education including the mini-MBA programs and other longer post graduate programs in management education. Programs are offered at various classrooms both in India and overseas. Online courses like Campus Abroad and comprehensive courses such as Wipro Online Consulting Academy (WOCA) and Wipro Online Leadership Academy (WOLA) are available to onsite employees to learn at their own place at their own pace. These programs are backed by mentoring and contact sessions to create blended learning opportunities.
Leadership Lifecycle Training
Winning organizations go beyond this. They build leaders at every level. Thinking on these lines, we provide Leadership Lifecycle Training, which aims to provide the necessary skills at each stage of growth in Wipro, by mapping the competencies to specific roles so as to transform a local leader to a global leader. If it is the New Leaders Program for the first time managers, for the second rung leaders it is the Wipro Leaders Program. For business managers, it is the Business Leader Program and finally the Strategic Leaders Program takes care of the need of the top management. We have had the best programs going with best of
19
the best of business schools such as the London Business School and the Wharton Business School and with the best of minds globally.
All this adds up to over 200,000 plus person days of training imparted to our employees in a year. A mammoth effort going into building technical, behavioral and leadership competencies. Competencies in turn translate into people capabilities that are needed to utilize the opportunities ahead.
Future always favors the prepared mind. The task of people development in Wipro is to keep our employees fully prepared to grasp the opportunities that lie ahead.
Does career begin only after engineering ends? Wipro decided that the development initiative can be more pro-active. In 1995, Wipro pioneered a bold initiative of targeting brilliant, fresh Science graduates who had somehow missed the engineering bus. And a unique program called WASE or Wipro Academy of Software Excellence was born. The program prepares these graduates to work with applications programming in a growing Software company like Wipro. WASE students have another great advantage. They imbibe Wipros culture of ethics right from the infancy of their careers.
Bringing value to WASE students, is a formal post graduate degree in computer science from Indias leading deemed university, Birla Institute of Technology & Science. This is a reflection of the success that Wipro has ensured for these students. In turn, each WASE student is an ambassador for Wipro, spreading its message of excellence in education and a culture of ethics.
People policies
Wipros People Policies are dynamic. They are always tuned to the changing environment. We have launched several initiatives to address the changing aspirations of our employees.
Career Mosaic takes care of peoples desire to have all round experience, to help them move up in the organization and helps keep their excitement high. It is a job rotation process aimed at development of business leaders by grooming quality professionals and providing them multiplicity of roles across Wipro. All representative roles have been classified under 3 distinct Career Streams - Project, Specialist and Functional. Career Mosaic maps the roles in different streams at different levels and helps an individual trace a career path. This also helps to address concerns of employees regarding career planning by providing more visibility to opportunities that exist across the organization. The emphasis is laid on continuous learning and development of competencies with a wider variety of assignments that will be made available.
Talent Review Planning is a very intense career and succession review program. This exercise, done annually at every business unit of Wipro, enables us to have a snapshot of managerial talent in the organization, Talent Review Planning inputs are used to enhance the leadership pipeline, retain key talent and build capability for future - identify development needs of talent across levels, Identify talent pipeline for critical roles in Delivery, Technical and Sales stream.
20
Creating Value for Customers
Creating value really starts with understanding the stakeholder need, and then going ahead to create a win for the stakeholder. We do the same for our customers. We prioritize focus and resource guided by this Value. This is the basis of making Innovation deliberate in the organization by emphasizing it at every level to enable all of us to deliver value to our stakeholders.
It was exactly 25 years ago that we started investing in R&D to develop a technology base in IT. Our efforts saw the launch of home-grown products for the first time, including Indias first mini computer and packaged software.
Lab on Hire was an idea that was born out of this effort and which later paved way for Offshore Development Centers. This was the model that made possible off shoring of Software Services, creating enormous value for our customers.
As we started providing Software Services to diverse global customers, we understood that customers are on one hand looking for a single Service Provider who can supply the full range of IT Services from BPO to IT Consulting and on the other hand they also wanted the Service Provider to know his business as well as he does.
Our attempt thereafter has been to continuously expand our service offerings and develop domain expertise. Wherever it made sense, we have taken the route of inorganic growth. For instance, we acquired Spectramind (now Wipro BPO) to add BPO services, and Nervewire to bring in high-end expertise in Financial Securities domain.
Our India, AsiaPac & Middle East IT business, which markets IT products and services, realized early on that customer would welcome one stop shop; for all his IT related needs instead of interacting with several vendors. Wipro lnfotech now supplies full range of IT hardware, system integration, hardware maintenance, application development and other professional services.
Our Consumer Care & Lighting division has taken the similar route for Baby products. Its portfolio now ranges from baby oil and baby soap to diapers.
21
Wipro Development Center at Electronics City, Bangalore India |
While these are only a few instances of creating value for customers, the perpetual cycle of value creation at Wipro takes place through the Quality and Innovation engines. While Quality delivers value for money to the customer, Innovation strives for breakthroughs in value creation.
Glimpses of Quality for Customer
1. Project based customer
satisfaction score at 4.37 on a
scale of 5.
2. 92% projects delivered on schedule.
3. Defect rates of 140 ppm -
on per million lines of code
delivered to the client.
4. 99.9% of the calls closed in
personal computer business closed
within the customer set service norms.
Delivering value through Innovation
At Wipro, we view Innovation as yet another means to provide value to our stakeholders. It is one of the Values that we have articulated.
We launched the Innovation initiative in a structured way to provide this value to ourselves and to our customers. This initiative has resulted in a basket of solutions for each business unit and serves customers in a variety of ways. The Innovation initiative has well defined processes to identify, incubate, develop and market ideas.
The Innovation initiative focuses on innovative solutions that benefit our customers. Such innovative solutions either
strategically fit into customer products, or a suite of components acting as rapid application building tools, thus giving time to market advantage to our customers, or niche solutions addressing a market for a particular domain, giving deep domain
oriented solutions to our customers.
Here is a sample of solutions that touch the customers business in several ways.
Wipros Test Management and
Automation solution for mobile
devices WITMAS
With ever increasing functionalities
in mobile devices and the
convergence of many applications and
standards, along with the product
life cycle getting shorter, we felt
a need to provide a good quality
readily available Test Cases for the
service providers. Wipros Test
Management and Automation solution
- WITMAS provides the
apt solution for service
providers to validate the ever
increasing number of new phones that
are getting launched.
Witmas provides over 21,000 test cases for all the mobile application areas like Messaging, Multimedia, Connectivity, MMI (Standard Applications) and WAP. The test cases can be managed by test management system, which is also developed by Wipro. The management platform provides the customers with an easy way to manage both manual and automated test cases. The test cases are further automated for faster turn around times for service providers, by partnering with a leading automation engine in the embedded domain.
Our customers are benefited by the set of readily available validated and automated test cases in the application areas that helps them to get started quickly in their Testing
23
journey. Wipros solution with all three components of test management, automation and test cases is of great value to our customers who havent invested on a Test Management system.
Radio Frequency Identification (RFID)
RFlD has been in use for the last two decades by several industries especially the aeronautics and space industry. The technology has gained prominence in recent times due to several factors one of the key ones being the compliance mandates from retail majors and the Department of Defence, FDA and other agencies. RFID is also gaining significant traction in the manufacturing industry worldwide.
RFlD is an emerging technology market. RFID solutions involve a mix of components including hardware, software and the domain expertise. For the same pain area the solutions that can be envisaged for two manufacturers may be very different. Thus the solution had to be modular which can be broken into pieces and yet based on the requirement can be assembled to demonstrate a solution that truly meets customer needs. We saw a clear opportunity to serve our customers in the RFID market in terms of technology and its applicability (to both closed and open loop applications).
We have built solutions in both the spaces that have enabled us to build business and technical capability. We have the ability and confidence to partner with prospects/customers to build and implement a sound RFlD strategy that would give tangible business benefits. Our solution is agnostic in terms of RFlD hardware and software. Our solution can plug and play easily with either proprietary systems or other enterprise software like SAP, Oracle etc. Our reusable components would reduce the time to deploy and also provide significant cost advantages to our customers.
Global Data Synchronization (GDS)
Sales lost each year due to supply chain inefficiencies are estimated to be $40 billion annually. GDS offering from Wipro has worked its way through retailers and manufacturers in greatly reducing their overheads in supply chain. Our customers were confident of posting savings to the tune of one million for every one billion by adapting to Wipro GDS strategy. The reduction in costs were spread across merchandising time, logistics cost reduction, shelf tag and scan errors reduction by 100s of hours, out of stock reduction by 24%. Both manufactures and retailers saw increase in speed to market, inventory reduction
Innovative Solutions
We consistently offer novel and superior solutions to satisfy the needs of the Customer.
Wipro Development Center at Reading, UK
24
improvement in warehouse deliverables, improvements in invoice reconciliation.
Wipro QuickStart
Wipro QuickStart is the ready-to-use templatized SAP solution for the Consumer Products Industry based on mySAP All-in-one Methodology. The Wipro QuickStart template addresses the specific needs of all the major functions of a Consumer Products company including those in financials, control, sales & distribution, materials management purchase & warehouse management, production planning, quality management and plant maintenance. Specifically focused on the small and medium Business segment, the Wipro QuickStart template leverages on Wipros domain knowledge and the Industry Best Practices from SAP. With more than 100 man months of effort gone into building the template, this feature-rich solution helps reduce the cycle time for implementation of SAP for the CPG industry by less than half.
Collaborative Manufacturing Framework (CME)
To be agile in a dynamic and disruptive business environment, it is increasingly becoming important for organizations to have access to information on realtime basis across the value chain of an enterprise. Thus IT is increasingly being mandated to deliver on the vision of Realtime Enterprise. To facilitate this vision we have developed a framework which we call as the CME. It is a framework for not just integrating IT applications but also integrating realtime systems at the shop floor with IT applications and thus helping our customers realize the vision of sensor to boardroom integration. We have used this framework to help one of our customers in Oil & Gas Industry to overcome the problem of data consistency and accuracy in his realtime systems at the refinery enabling informed decision making. We have also used this framework in Utilities and are now expanding this initiative to Metals and the CPG Industry.
25
Creating Value for Investors
Integrity
We deliver what we commit. With honesty, fairness, reliability and uprightness in whatever we do.
Our approach to shareholder value creation is simple. Deliver value for all other stakeholders customers, employees and community and shareholder value creation will be a natural outcome. The result is evident. Over the last 59 years of our existence, our Revenues have grown by a Compounded Annual Growth Rate (CAGR) of 21%; our profits have grown by a CAGR of 31% and our market capitalization has grown by a CAGR of 24%.
Our investors have seen value in this approach and have encouraged us to pursue it.
Integrity at the core
The simple truth is that all business revolves around Integrity. Integrity in the core of all thoughts and actions. As a broader idea, Integrity includes following the law of the land both in spirit and in letter; doing the right things and not just strive to pass the legal muster, delivering on commitment and claims, sharing information and upholding propriety. No regulatory or legal body can ever ensure Integrity and no act by itself can guarantee ethical behavior. It can only be addressed through effective leadership code that permeates the organization.
We have adopted a six-dimensional Governance framework that includes ethical business practice, ownership of corporate action, independence of board and auditors, treating business partners fairly and putting the stake holders interest first and foremost always.
We have a well articulated Code of Business Conduct and a robust Ombuds Process to address the ethical dilemmas we may face.
Ombuds Process
Actions should demonstrate the
intent. We have put in place systems
and processes to ensure that the
culture of integrity embeds
deeper into the
organization. We believe
that this would happen with constant
dialogue with Wiproites. Our
Ombuds Process is one of the ways to
encourage the dialogue. Wiproites
can raise their
concerns with full confidence that
the concerns will be addressed.
It provides an avenue to
those who are in an ethical dilemma,
to discuss that dilemma, or to bring
a failure to comply to the notice of
Wipro Ombuds Person.
In Wipro, ownership goes hand-in-hand with authority for all key management positions to ensure management ownership of corporate actions. The CEO/CFO certification has been a formal process right from the bottom of the pyramids. To reduce chances of individual errors of judgment in key business restructuring decisions and acquisitions, we have devised a democratic approach where a committee of Wipro leaders evaluates all proposals. There is an ongoing balancing of entrepreneurship thrust for which Wipro is known and is accompanied with vigilant management monitoring. In 2002, when we voluntarily started complying with Sarbanes Oxley 302 certification, we were amongst the first.
Even as we built a strong internal audit system, the first Indian Internal Audit Function to be ISO 9002 certified, we set up an independent Audit Committee of the board in 1986, probably among the first in India to do so. The Audit Committee is made up entirely of independent directors and the external auditors/internal auditors report directly to Audit Committee. Today, the majority of our board is constituted by independent directors, who are among the best business leaders in the world. In 2002 the Wipro Internal Audit Function became the first Indian Internal Audit Function
26
to win the International Award from Institute of Internal Auditors, USA. In 2004, we were recognized by the National Award for Excellence in Corporate Governance by the Institution of Company Secretaries of India.
The Investor Relations Function which acts as the primary interface for all investor interactions & information-exchange, won the Alexander Gold Award for Excellence in Investor Relations in 1998 and in 1999. When we published the Corporate Governance report, we were among the first to voluntarily publish such a report. In 2001, we were among the first Indian Companies to voluntarily publish MD&A under Indian GAAP. In 2003, we were awarded the Golden Peacock Award for Corporate Governance. In 2004 we were ranked No. 1 by Institutional Investors Survey in Investor Relations and Corporate Governance.
We were awarded the SVGA 1 (highest) rating by ICRA (an Associate of Moodys in India) on Shareholder Value Creation & Governance. The rating uses Treatment of Business Partners as one of the key criteria and a vindication that we have put the stakeholders interests first. There is an organizational code of conduct on insider trading, the compensation committee of Board is made up entirely of independent directors, the disclosure of related party transaction is mandatorily published in the Annual Report and the Company Secretarial Function acts as single channel to receive and resolve shareholders queries. Its performance is tracked as part of quarterly financials.
This Governance framework has ensured that every aspect of our work can measure up to the yardstick of propriety. For instance, we have consciously tried to make our business operations more environmentally sustainable by using as little of natural resources as possible.
Wipros Experience of Sustainable Living
Wipro Technologies was the First Software Services business to be awarded ISO 1400 1 certification way back in 2000. Our efforts at sustainable living have so far focused on water conservation, energy conservation and waste management.
We have set aggressive targets to manage the above three parameters. We have initiated and implemented a number of measures towards achieving our set targets. A sample of results:
Water conservation achieved a 53% reduction in consumption in 2004-05 compared to the previous year. Energy achieved a 5% reduction year on year. Waste management evolved a robust waste handling and disposal process.
We believe that the challenge of sustainable living is never ending and there is scope for continuous improvement using emerging technologies. Plans for improving our rain water harvesting system, setting up of a captive power plant and a biogas plant using waste are in various stages of implementation.
Transparency with stakeholders
The guiding principle for us has been share not only what is required bylaw, but also whatever is important for stakeholders to know. To ensure that we serve the interests of our stakeholders by disclosing relevant information within a specific time frame, we have in place a Disclosure Committee that monitors the information flow within and outside the organization and a Corporate Controllership Organization that constantly benchmarks with Global Reporting Standards. This ensures that all our stakeholders have complete information on how we are conducting the business.
In 1985, Wipro became the first Indian corporate to present Segment-wise & Consolidated Results, years before it became a regulatory requirement.
28
Value for Money
Delivering higher Value to the Customer through continuous improvement in quality, cost and speed.
Delivering on commitment
Perhaps what builds trust with the stakeholders the most is delivering on commitment. We believe that we must constantly deliver Value for what the Customer pays. The Customer must always feel that he or she gets continuous improvement in quality, cost and delivery of our products and services rendered.
For instance, Wipros claim that the lamp life of our GLS incandescent lamp is 30% higher than the BIS specified limit, must be met unambiguously, for the customers to trust the company. Similarly, a commitment to the employees, that the company would be fair in assessing their performance, has to live up to their actual experience for them to trust the organisation.
Extending our values to business associates
When we speak of practicing values, it is not only by Wipro alone but also by all its business associates who contribute in its operations. Our stakeholders do not distinguish between Wipro and our business associates as far as reposing trust on Wipro is concerned, and therefore it is incumbent on us that this trust is not short-changed.
At Wipro we spend as much effort and time on ensuring that our business associates have a similar sense of what is right as we do. With a clear perception that if any one of them fails, it is the failure of the company. The Wipro Code of Business Conduct is equally applicable to our business associates.
In India, we have a strong partner network for IT service delivery. We ensure that we build a relationship based on shared values with our business partners to create a win for our customers.
30
Value in teaming at wipro |
Epilogue
We believe that our 40,000 plus-strong team will be the torch bearers of this culture in the society they live. We believe that our culture of ethics and integrity will go beyond the boundaries of our offices, to the friends and families of our employees, their acquaintances, our vendors, partners, any one who is touched by us. This is, perhaps our most significant contribution. A small step towards creating a wider group which will standup to its values and make this world a better place to live in.
As we grow quickly, there will be a challenge of scale at three levels. One, to ensure that Wiproites and our associates practice the Values to maintain the trust reposed on us by our stakeholders. Two, to continuously help develop our people as the organization doubles in size every few years. Three, to continuously adapt our values to the environment and make it relevant while remaining strong at the core.
At another level, there is the challenge of sustaining the rapid growth rate year after year. For this, we will need to constantly develop newer services, upgrade skill-sets and reinvent our business model to ensure that it creates value for our customers. Our Quality and Innovation engines must continue to work effectively to create incremental as well as breakthrough value for our customers.
Lastly, the transformation of the education system would continue to challenge us as we constantly improve our understanding of how such large systems change.
We are acutely aware that as we grapple with these challenges, our understanding
of the essence of business itself will continue to change. But our quest for creating a business with a soul will remain steadfast in the years ahead.
Our efforts at practicing values and creating value for our stakeholders are a never ending journey. In this journey to build a great organization, we have but taken the first few steps. And we know the next steps will be as challenging as the journey so far. And just as fulfilling. This is Wipros journey into the soul of its business........
32
WIPRO LIMITED
Dear Shareholders,
The Directors present the Annual Report together with the audited Balance Sheet and Profit and Loss Account of Wipro Limited for the year ended March 31, 2005.
PERFORMANCE OF THE COMPANY
Your Companys performance during 2004-05 is summarised below:
Financial Results
(Rs. in Million) | ||||||||
2005 | 2004 | |||||||
Sales and other income (net of excise duty) |
73,267 | 52,597 | ||||||
Profit before tax |
17,570 | 10,823 | ||||||
Provision for tax |
2,622 | 1,674 | ||||||
Profit after tax |
14,948 | 9,149 | ||||||
Appropriations : |
||||||||
Proposed dividend on equity shares |
3,518 | 6,750 | ||||||
Corporate Tax on distributed dividend |
493 | 865 | ||||||
Transfer to General Reserve |
10,937 | 1,534 |
Sales of the Company for the year ended March 31, 2005 were Rs. 73,267 millions up by 39% and Profit after Tax was Rs.14,948 millions increased by 63% over the previous year. Over the last 10 years, the sales have grown at an average annual rate of 25% and Profit after Tax at 47%. The Companys earnings in Foreign Exchange stood at Rs.53,736 millions and have registered a growth of 40% compared to the previous year.
Financial Results-Consolidated
(Rs. in Million) | ||||||||
2005 | 2004 | |||||||
Sales and other income (net of excise duty) |
82,550 | 59,716 | ||||||
Profit before tax |
18,948 | 12,032 | ||||||
Provision for tax |
2,750 | 1,681 | ||||||
Profit for the year before minority interest/equity in losses of affiliates |
16,198 | 10,351 | ||||||
Minority interest and equity in earnings/(losses) of affiliates |
87.00 | (37 | ) | |||||
Profit for the period |
16,285 | 10,315 |
Dividend
The Directors recommend a final dividend of Rs. 5 per equity share of Rs. 2/- each to be appropriated from the profits of the year 2004-05 subject to the approval by the shareholders at the ensuing Annual General Meeting. After the approval of the shareholders at the ensuing Annual General Meeting, the dividend will be paid in line with the applicable regulations.
In terms of the provisions of Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, an amount of Rs. 8,180/- of unpaid/unclaimed dividends was transferred during the year to the Investor Education and Protection Fund.
33
WIPRO LIMITED
Issue of Bonus equity shares/American Depository Shares
Pursuant to the approval of the shareholders at the last Annual General Meeting held on June 11, 2004, the Company had allotted Bonus equity shares of Rs. 2/- each in the ratio of 2:1 (two bonus shares for every one share held) to the shareholders of the Company who were on the Register of Members of the Company as at closing hours of June 28, 2004, being the Record Date fixed by the Board of the Directors of the Company for this purpose.
Re-appointment of Directors
The Board of Directors at their meeting held on January 21, 2005 re-appointed Mr. Azim H. Premji as Chairman and Managing Director of the Company (designated as Chairman) for a further period of two years and seven months with effect from December 31, 2004. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.
In compliance with the provisions of Section 302 of the Companies Act, 1956, the Company had circulated an abstract of the terms and conditions of the said re-appointment to the shareholders on January 25, 2005.
Articles of Association of the Company provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these retiring directors must retire from office at each Annual General Meeting of the shareholders. A retiring director is eligible for re-election.
As per the provisions of the Articles of Association of the Company, Prof. Eisuke Sakakibara and Dr Ashok S Ganguly, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.
Statutory Auditors
Pursuant to the recommendation of the Audit Committee at their meeting held on April 20, 2005 for appointment of M/s. BSR & Co. as the Statutory Auditors of the Company for the financial year 2005-06 to hold office till the conclusion of the next Annual General Meeting of the Company scheduled to be held in 2006, the Board of Directors have, at their meeting held on April 22, 2005, approved the appointment of M/s. BSR & Co. as the Statutory Auditors of the Company for the financial year 2005-06 and to hold office till the conclusion of the next Annual General Meeting scheduled to be held in 2006. This is subject to the approval of the shareholders of the Company scheduled to be held on July 21, 2005.
The existing Statutory Auditors M/s. N.M. Raiji & Co., shall retire at the conclusion of the ensuing Annual General Meeting scheduled to be held on July 21, 2005 and do not intend to seek re-election at the ensuing Annual General Meeting. The retiring auditors have informed the Company that they have no representation to make for notification to the members of the Company in terms of Section 190 of the Companies Act, 1956.
The Board of Directors records its deepest sense of appreciation over long years of fruitful association with M/s N M Raiji & Co. as the statutory auditors of the Company since incorporation of the Company.
Cost Auditor
Pursuant to directions from the Department of Company Affairs for appointment of Cost Auditors, your Company has appointed M/s. P.D. Dani & Co. as the Cost Auditor for the year ended March 31, 2006 for the Soaps and Vanaspati business.
Disclosure of Particulars under Section 217(1)(e) of the Companies Act, 1956
Energy conservation is a consistent focus area for Wipro both from a cost control and a social responsibility perspective. Strict control and monitoring of usage and maintaining quality standards resulted in efficient power consumption.
Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure A forming part of this report.
Technology Absorption, Research & Development and Innovation
The Companys Research & Development investments are directed towards enabling technologies and solutions that have broad applications across different business units and verticals. Such investments are on a multi year plan that will see in-depth solutions, frameworks and applications in identified areas.
Two key Research & Development initiatives undertaken are Centers of Excellence (CoE) and Innovation Initiative. Primary objective of CoE is to develop competency and create differentiator to address market potential. CoE also serve as a fertile ground for idea generations which are incubated by Innovation Initiative. Innovation Initiative identifies and incubates new ideas through different stages, closely monitoring and aligning the projects to the business opportunities.
34
WIPRO LIMITED
Your Company has invested in about 38 CoEs. A total of 75 person years of efforts have been invested in year 2004-05 with dedicated and leveraged set of resources. Attributable revenue of $ 30 M is realised from CoE operations for the same financial year. For the financial year 2004-05, Innovation Initiative realised a revenue $ 20 M.
Your Company has also invested in building competencies in Wireless domain like Global Standards for Mobile (GSM), Code Device Multiple Access (CDMA) and General Packet Radio Service (GPRS). We have developed solution frameworks for verification and validation for wireless products. Investment in Mobile Handset space has resulted in a solution framework that spans the entire spectrum of handset development. Wireless expertise includes Wireless LAN (IEEE 802.11 and its extension) and Ultra Wide Band (UWB), Signal Processing Algorithms for Wireless communication protocol, Hardware implementation of Signal Processing Algorithms etc. Your Company has invested in building components like GigE Mac Core, Ethernet software solution (802.1 series), and Residential Gateway solutions for Customer Premise Equipment (CPE).
Your Company continues to focus on building ready made solution that provides majority of the software components needed to build a hands free telephony product. The solution is standards based implementation that seamlessly integrates with Bluetooth, Voice Recognition, Acoustic echo cancellation and Noise suppression.
We focus on understanding the impact of SNIA SMI-S (Storage Management Initiative) standard on storage management products. We build SMI-S reference implementations using open source infrastructure like Pegasus software. These reference implementations form part of building larger solutions in Storage converters space.
On the Enterprise Services front, your Company has invested in CoE to build expertise in wide array of standard and emerging tools in achieving Service Oriented Architecture (SOA). Our expertise spans across standards from various standard bodies like W3C, OASIS, WS-I, Liberty, IETF and JCP. Key standards are Choreography standards (CDL4WS), Orchestration standards (BPEL4WS), Reliability and Security standards. Our expertise spans across tools in this area like Webmethods, IBM, SUN, Microsoft, BEAConfluent, Collaxa, Amberpoint, Itelix, Actional.
Business Intelligence and Data warehousing CoE has developed expertise in Data warehousing tools and has developed reusable templates and frameworks. ATL Tools, Data migration techniques, Data Quality assurance, data profiling, Real Time Data warehousing, Business Activity Monitoring (BAM), Enterprise Information Integration (EII), OLAP and Reporting, Data mining are some of the key focus areas on technology front. On the functional front, the CoE has built expertise in areas such as Analytic Customer Relationship Management, Supply chain intelligence and Corporate Performance Management.
Enterprise Portal The CoE focuses on latest versions of the portal technologies and generate a library of re-usable assets. This includes standard portlets, components, algorithms and implementation best practices. These artifacts not only facilitate rapid development (thus reducing the effort involved) but also ensure the highest standards in the quality of deliverables. Our Rapid Enterprise Portal Framework (REPF) is a cutting edge technology framework for portals and is designed based on the years of research done on the technology trends of the portals market.
Mobility Platform CoE act as the unified front for mobile technology areas like wireless PAN, LAN and WAN, Cellular and handheld devices, mobile operating systems and application / UI frameworks, end-to-end RFID solutions, Location Based Services, Telematics etc.
Innovation Initiative
Innovation is one of the 9 attributes on which the Worlds most admired company ranking is based (source Fortune, March 7, 2005). Your Companys innovation initiative in a systemic way is in 4th year of operation. Innovation Initiative has well defined processes to Identify, Incubate, Develop and Market the Ideas. Your Company focuses on three types of ideas.
High IP Solutions are solutions with high Intellectual Property (IP) content, which can be strategically fitted to products, thus giving the time to market advantage for product companies. We have semi conductor IPs like Wireless LAN, IEEE 1394 which are High IP solutions.
Medium IP solutions are suite of components that act as rapid application building tools. Repeatability, re-use are primary drivers in identifying solutions that constitute Medium IPs. They are often generic software stacks that can be plugged into a bigger solution. Business Process Management frameworks such as Flow-briX, Self Service Framework such as i-Desk are examples of medium IP solutions.
Low IPs or point solutions are generally niche solutions with less solution turn-around time. These solutions could be Business frameworks, technology frameworks, niche solutions addressing a market for a particular domain and as such. The Low IP initiative will help make the Innovation initiative inclusive. Retail solutions like Global Data synchronization, Sarbanes Oxley Compliance (SOX) consultancy framework are Low IP solutions catering to specific domain and practice and technology.
35
WIPRO LIMITED
The innovation initiative has resulted in basket of solutions that are aligned to different verticals of the Company. The different solutions that can be represented in this basket are given below.
Enterprise Solutions | Banking, Finance and | Telecom | Embedded and Product | ||||||||
Systems Integration | Engineering Solutions | ||||||||||
Global Data synchronization
|
Sarbanes Oxley compliance solution |
Advanced Telecom Computing Architecture (ATCA) solution |
Mobile Test Solutions Linux Solutions Storage Simulators |
||||||||
Reverse Logistics Solution
|
Risk Management | Order Management Solution | VOIP Solutions 1EEE 1394 solutions |
||||||||
Internet booking engine
|
Asset management | Mobile workforce solution | Ultra Wide Band (UWB) | ||||||||
Gas Distribution solution (Pioneer) |
Underwriting Transformation solutions |
Sarbanes Oxley compliance solution |
solutions Ethernet MAC solution Wireless LAN | ||||||||
Customer analytics
|
Managed security services | BPM & Flow-briX | Hands Free Telephony Video Over Wireless solution | ||||||||
Contract management
|
DB Migration solutions | i-Desk | Set Top Box Solution H.264 Compression solutions |
||||||||
FDA validation
|
Platform migration solution | ||||||||||
Clinical Data management
|
BPM & Flow-briX | ||||||||||
Global radiology solutions
|
i-Desk | ||||||||||
Flow-briX & BPM |
|||||||||||
RFID solution |
|||||||||||
The total expenditure for R&D last year has been Rs. 296 million including capital expenditure of Rs.22 million.
Foreign Exchange Earnings and Outgoings
The foreign exchange earnings of the Company during the year were Rs. 53,736 million while the outgoings were Rs. 36,549 million (including materials imported).
Wipro Employee Stock Option Plans (WESOP)
Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are provided in the Annexure B forming part of this report.
Personnel
Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure C forming part of this report.
Report on Corporate Governance
Your Company has been practicing the principles of good corporate governance over the years and it is an ongoing process. A detailed report on Corporate Governance is given at page No.46 of the Annual Report as Annexure D.
Certificate of the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with Indian Stock Exchanges is also given in the detailed report on Corporate Governance.
Subsidiary Companies
Pursuant to the exemption granted by the Department of Company Affairs, Government of India, vide letter No.47/34/2005-CL-III dated March 2, 2005, the Company undertakes that annual accounts of the subsidiary companies and the related detailed information for the year ended March 31, 2005 will be made available to Wipro Limiteds investors and subsidiary companys investors seeking such information at any point of time. The annual accounts of the subsidiary companies are also kept for inspection by any investor at the registered office of the Company. The statements required pursuant to the above referred approval letter is disclosed as part of the Notes to Consolidated Accounts of the Company at Sl.No. 19.
36
WIPRO LIMITED
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, it is hereby stated 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) | we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period; | |||
c) | we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and | |||
d) | we have prepared the annual accounts on a going concern basis. |
Acknowledgements and Appreciation
The Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the top of the industry despite increased competition.
On behalf of the Board | ||
Azim H. Premji | ||
Bangalore, April 22, 2005
|
Chairman |
37
WIPRO LIMITED
ANNEXURE A FORMING PART OF THE DIRECTORS REPORT
FORM A
DISCLOSURE OF PARTICULARS WITH RESPECT
A. DISCLOSURE OF PARTICULARS WITH RESPECT
2004-2005 | 2003-2004 | |||||||||||||||
1 | Electricity | |||||||||||||||
a. | Purchased | |||||||||||||||
Unit | KWH | 8,913,708 | 8,470,899 | |||||||||||||
Total amount | Rs. | 36,079,941 | 35,298,553 | |||||||||||||
Rate/Unit | Rs. | 4.05 | 4.17 | |||||||||||||
b. | Own generation | |||||||||||||||
Through diesel generator | ||||||||||||||||
Unit | KWH | 158,651 | 135,196 | |||||||||||||
Unit/litre of diesel | Units | 2.42 | 1.97 | |||||||||||||
Cost per unit | Rs. | 26.59 | 9.09 | |||||||||||||
2 | Coal (including coconut shells) | |||||||||||||||
Quantity | Tonnes | 7,027 | 6,563 | |||||||||||||
Total cost | Rs. | 15,146,938 | 12,212,542 | |||||||||||||
Average rate | Rs. | 2,155.46 | 1,860.76 | |||||||||||||
3 | Furnace oil | |||||||||||||||
Quantity LDO | Ltrs. | 634,653 | 589,797 | |||||||||||||
Total cost | Rs. | 9,440,563 | 8,253,738 | |||||||||||||
Average rate | Rs. | 14.88 | 13.99 | |||||||||||||
4 | Furnace oil | |||||||||||||||
Quantity HSD | Ltrs. | 635,819 | 547,895 | |||||||||||||
Total cost | Rs. | 9,018,016 | 6,613,482 | |||||||||||||
Average rate | Rs. | 14.18 | 12.07 | |||||||||||||
5 | LPG | |||||||||||||||
Quantity kgs | kgs. | 555,877 | 507,894 | |||||||||||||
Total cost | Rs. | 11,959,499 | 9,636,616 | |||||||||||||
Average rate | Rs. | 21.51 | 18.97 |
B. CONSUMPTION PER UNIT PRODUCTION
Electricity | Liquid diesel oil | Coal | ||||||||||
Vanaspati | (KWH/Tonne) | (Litres/Tonne) | (Tonnes/Tonne) | |||||||||
2004-05 |
120.02 | | 15.29 | |||||||||
2003-04 |
119.92 | 16.12 | 0.15 | |||||||||
38
WIPRO LIMITED
ANNEXURE B FORMING PART OF THE DIRECTORS REPORT
Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are set below. The figures have been adjusted to reflect the issue of bonus shares in the ratio of 2:1 during June 2004.
Sl. No. | Description | WESOP 1999 | WESOP 2000 | ||||||||||
1. | Total number of options under the Plan | 15,000,000 (Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 5,000,000) |
75,000,000 (Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 25,000,000) |
||||||||||
2. | Options granted during the year | | | ||||||||||
3. | Pricing formula | Fair Market Value i.e., the market price as defined by Securities and Exchange Board of India from time to time. | Fair Market Value i.e., the market price as defined by Securities and Exchange Board of India from time to time. | ||||||||||
4. | Options vested (as of March 31, 2005) | 4,955,703 | 12,379,249 | ||||||||||
5. | Options exercised during the year | 3,071,615 | 1,558,415 | ||||||||||
6. | Total number of shares arising as a result of exercise of option (till March 31, 2005) | 4,243,097 | 1,569,950 | ||||||||||
7. | Options lapsed during the year * | 338,299 | 1,462,791 | ||||||||||
8. | Variation of terms of options | | | ||||||||||
9. | Money realised by exercise of options during the year | Rs. 1,373,236,853 | Rs. 815,065,104 | ||||||||||
10. | Total number of options in force at the end of the year | 6,445,537 | 19,617,271 | ||||||||||
11. | Employee wise details of options granted to: | ||||||||||||
i. | Senior Management during the year | Nil | Nil | ||||||||||
ii. | Employees holding 5% or more of the total number of options granted during the year | Nil | Nil | ||||||||||
iii. | Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant | Nil | Nil | ||||||||||
39
WIPRO LIMITED
12. | Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 | Rs. 21.29 | |||||||
13. | Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company. | Not applicable as these pertain to Options granted before June 30, 2003. | |||||||
14. | Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock. | Not applicable as these pertain to Options granted before June 30, 2003 | |||||||
15. | A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information : | Not applicable as these pertain to Options granted before June 30, 2003 | |||||||
a. | risk free interest rate | ||||||||
b. | expected life | ||||||||
c. | expected volatility | ||||||||
d. | expected dividends and | ||||||||
e. | the price of the underlying share in market at the time of option grant | ||||||||
* | As per the Plan, options lapse only on termination of the Plan. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan. |
ADS 2000 Stock Option Plan
Sl. No. | Description | ADS 2000 Stock Option Plan | ||||||
1.
|
Total number of options under the Plan | 4,500,000 ADS representing 4,500,000 underlying equity shares (Adjusted for the stock dividend in the ratio of 2:1 approved in June 2004) (Pre-bonus; 1,500,000) | ||||||
2.
|
Options granted during the year | | ||||||
3.
|
Pricing formula | Exercise price being not less than 90% of the fair market value on the date of grant. | ||||||
4.
|
Options vested (as of March 31, 2005) | 872,128 | ||||||
5.
|
Options exercised during the year | 663,036 | ||||||
6.
|
Total number of shares arising as a result of exercise of options (till March 31, 2005) | 800,925 | ||||||
40
WIPRO LIMITED
Sl. No. | Description | ADS 2000 Stock Option Plan | ||||||||
7. | Options lapsed during the year * | 30,000 | ||||||||
8. | Variation of terms of options | | ||||||||
9. | Money realised by exercise of options | $8,361,246 | ||||||||
10. | Total number of options in force | 1,217,625 | ||||||||
11. | Employee wise details of options granted to : | |||||||||
i. | Senior Management during the year | Nil | ||||||||
ii. | Employees holding 5% or more of the total number of options granted during the year | Nil | ||||||||
iii. | Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant | Nil | ||||||||
12. | Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 | Rs. 21.29 | ||||||||
13. | Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company. | Not applicable as these pertain to Options granted prior to June 30, 2003 | ||||||||
14. | Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock. | Not applicable as these pertain to Options granted prior to June 30, 2003 | ||||||||
15. | A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information : | Not applicable as these pertain to Options granted prior to June 30, 2003 | ||||||||
a. | risk free interest rate | |||||||||
b. | expected life | |||||||||
c. | expected volatility | |||||||||
d. | expected dividends and | |||||||||
e. | the price of the underlying share in market at the time of option grant | |||||||||
* | As per the Plan, options lapse only on termination of the Plan. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan. |
41
WIPRO LIMITED
Restricted Stock Units (RSUs)
Sl. No. | Description | Wipro Employee Restricted Stock | ADS Restricted Stock | ||||||||||||||
Unit Plan 2004 | Unit Plan 2004 | ||||||||||||||||
1. | Total number of RSUs under the Plan | 6,000,000 (Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 2,000,000) |
6,000,000 (Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 2,000,000) |
||||||||||||||
2. |
RSUs granted during the year | 4,896,298 |
791,800 | ||||||||||||||
3. | Pricing formula | As determined by the Administrator and such price being not less than the face value of the share | As determined by the Administrator and such price being not less than the face value of the share | ||||||||||||||
4. | RSUs vested (as of March 31, 2005) | | | ||||||||||||||
5. | RSUs exercised during the year | | | ||||||||||||||
6. | Total number of shares arising as a result of exercise of option (as of March 31, 2005) | | | ||||||||||||||
7. |
RSUs lapsed * | 136,470 | 23,750 | ||||||||||||||
8. | Variation of terms of options | | | ||||||||||||||
9. | Money realised by exercise of options during the year | | | ||||||||||||||
10. |
Total number of options in force at the end of the year | 4,759,828 | 768,050 | ||||||||||||||
11. | Employee wise details of RSUs granted to : | ||||||||||||||||
i. | Senior Management during the year | ||||||||||||||||
Vivek Paul | 75,000 | ||||||||||||||||
Pratik Kumar | 12,000 | ||||||||||||||||
Suresh C. Senapaty | 12,000 | ||||||||||||||||
Suresh Vaswani | 14,000 | ||||||||||||||||
Vineet Agrawal | 12,000 | ||||||||||||||||
Ranjan Acharya | 10,000 | ||||||||||||||||
Sudip Banerjee | 14,000 | ||||||||||||||||
Tamal Das Gupta | 8,000 | ||||||||||||||||
Girish S. Paranjpe | 14,000 | ||||||||||||||||
A.L. Rao | 14,000 | ||||||||||||||||
Ramesh Emani | 14,000 | ||||||||||||||||
Anurag Behar | 10,000 | ||||||||||||||||
ii. | Employees holding 5% or more of the total number of RSUs granted during the year | Nil | 75,000 | ||||||||||||||
42
WIPRO LIMITED
Sl. No | Wipro Employee Restricted Stock | ADS Restricted Stock | |||||||||||
Description | Unit Plan 2004 | Unit Plan 2004 | |||||||||||
iii. | Identified employees who were granted RSU, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant | Nil | Nil | ||||||||||
12. | Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 | Rs. 21.29 | Rs. 21.29 | ||||||||||
13. | Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company. | Exercise price Rs. 2 per RSU Fair value Rs. 600.78 per RSU | Exercize price $ equivalent (of about 0.04) to Rs. 2 per share Fair value $ equivalent 19.04 to Rs. 871.68 per ADS RSU | ||||||||||
14. | Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock. | Exercise price Rs. 2 per RSU Fair value Rs. 600.78 per RSU | Exercize price $ equivalent (of about 0.04) to Rs. 2 per share Fair value $ equivalent 19.04 to Rs. 871.68 per ADS RSU | ||||||||||
15. | A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information : | Since these options have been granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value of the options. | Since these options have been granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value of the options. | ||||||||||
a. | risk free interest rate | ||||||||||||
b. | expected life | ||||||||||||
c. | expected volatility | ||||||||||||
d. | expected dividends and | ||||||||||||
e. | the price of the underlying share in market at the time of option grant | ||||||||||||
* | As per the Plan, RSUs lapse only on termination of the Plan. If an RSU expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan. |
43
WIPRO LIMITED
ANNEXURE C
Particulars of Employees forming part of the Directors Report for the year ended March 31, 2005
Information pursuant to Section 217(2A) of the Companies Act,
1956 and the Companies (Particulars of Employees) Rules, 1975
Date of | Total | |||||||||||||||||||||||||||||
Remuneration | Employment | Experience | Last | |||||||||||||||||||||||||||
Sr. No. | Name | Designation | (Rs.) | Qualification | (DOJ) | (in Yrs) | Age | Employment | ||||||||||||||||||||||
1
|
Dr. A L Rao | President Telecom Solutions, Wipro Technologies | 6,685,525 | BSc, MSc, PhD | 14-Aug-80 | 31 | 56 | ECIL | ||||||||||||||||||||||
2
|
Alex G Manappurathu | General Manager Consumer Electronics, Wipro Technologies | 2,473,054 | BTech, MTech | 18-Jan-86 | 19 | 43 | First Employment | ||||||||||||||||||||||
3
|
Anand Padmanabhan | Vice President TIS, Wipro Infotech | 3,400,895 | BE, MBA | 2-May-94 | 17 | 39 | Almoayed Data Group | ||||||||||||||||||||||
4
|
Anand Sankaran | Vice President TOS, Wipro Infotech | 3,422,388 | BE | 26-Jun-89 | 16 | 37 | Pertech Computers | ||||||||||||||||||||||
5
|
Anil Chugh | Vice President Sales, Wipro Consumer Care & Lighting | 2,652,787 | BE, MMS | 19-Apr-99 | 15 | 41 | Gillette | ||||||||||||||||||||||
6
|
Anil K Jain | Vice President Personal Computing Divn., Wipro Infotech | 2,891,630 | BE, MBA | 10-Apr-89 | 17 | 41 | ORG Systems | ||||||||||||||||||||||
7
|
Anurag Mehrotra | General Manager Enterprise Vertical, Wipro Infotech | 2,835,230 | BE | 2-Jan-01 | 19 | 42 | Informix International | ||||||||||||||||||||||
8
|
Anurag Seth | General Manager TMTS, Wipro Technologies | 2,453,557 | BE | 3-May-90 | 15 | 38 | First Employment | ||||||||||||||||||||||
9
|
Azim H Premji | Chairman Wipro Limited | 24,571,492 | Gen.Engg. (Stanford) | 17-Aug-66 | 38 | 59 | | ||||||||||||||||||||||
10
|
Badiga L K | Chief Executive Talent Transformation & Staffing, Wipro Technologies | 4,924,022 | BE, MTech | 29-Oct-90 | 26 | 50 | Alghmin Communication Services, Kuwait |
||||||||||||||||||||||
11
|
Balakrishnan V | Vice President Finance, Wipro Technologies | 5,270,691 | B Com, AICWA, ACS | 19-Feb-92 | 20 | 45 | Larsen & Toubro Ltd. | ||||||||||||||||||||||
12
|
Balasubramanian N S | Vice President Manfacturing Vertical, Wipro Technologies | 3,300,103 | BE, PGDM | 12-Apr-89 | 16 | 39 | First Employment | ||||||||||||||||||||||
13
|
Bhanumurthy B M | Vertical Head Retail, Wipro Technologies | 3,611,171 | BTech, PGDM | 3-Sep-92 | 17 | 41 | CMC | ||||||||||||||||||||||
14
|
Bijay Kumar Sahoo | Vice President Talent Engagement & Development, Wipro Technologies | 4,769,383 | BA, MA (PM & LW), CAIIB-I |
2-Jun-00 | 17 | 38 | Pricewaterhouse Coopers | ||||||||||||||||||||||
15
|
Chandar N | General Manager TIS Group, Wipro Technologies | 2,499,601 | MSc | 2-Apr-90 | 25 | 48 | Modi Xerox Ltd. | ||||||||||||||||||||||
16
|
Chandramouli E R | Global Delivery Head Utilities, Wipro Technologies | 2,514,080 | BE | 4-Feb-91 | 24 | 47 | ICIM | ||||||||||||||||||||||
17
|
Dr. Chandrashekar Dharuman | Vice President Optical Network, Wipro Technologies | 3,135,315 | MSc, PhD | 14-Jul-99 | 15 | 42 | CMC | ||||||||||||||||||||||
18
|
Deepak Jain | General Manager MIT & Business Head, Wipro Infotech | 3,146,717 | BE | 21-Mar-86 | 18 | 41 | Raba Contel Pvt. Ltd. | ||||||||||||||||||||||
19
|
Divakaran M | Chief Executive E-Enabling & CTO, Wipro Technologies | 4,686,937 | BSc | 10-Mar-81 | 32 | 56 | ECIL | ||||||||||||||||||||||
20
|
Dr.Anurag Srivastava | General Manager-Consulting, Wipro Infotech | 3,461,479 | BTech, MTech, PhD | 15-Dec-00 | 14 | 38 | eVizeion | ||||||||||||||||||||||
21
|
Gangadharaiah C P | Vice President Interops, Wipro Technologies | 3,013,365 | BE, ME, MS | 16-Feb-95 | 28 | 52 | ITI | ||||||||||||||||||||||
22
|
Girish S Paranjpe | President Finance Solutions, Wipro Technologies | 6,541,985 | B Com, ICWA, ACA | 23-Jul-90 | 21 | 47 | Wimco Ltd. | ||||||||||||||||||||||
23
|
Harish Shah | Vice President & Corporate Controller, Wipro Limited | 2,709,594 | B Com, AICWA | 18-Feb-91 | 27 | 47 | National Textile Corporation (M N Ltd.) | ||||||||||||||||||||||
24
|
Ishwar B Hemrajani | Chief Executive Talent Transformation, Knowledge Mgmt. & Staffing Productivity, Wipro Infotech | 3,797,334 | BE, MTech, PG Diploma |
21-May-92 | 20 | 45 | Modi Xerox Ltd. | ||||||||||||||||||||||
25
|
Jagdish Ramaswamy | Vice President Mission : Quality, Wipro Limited | 2,703,122 | BE, PGD in SQC | 28-Feb-03 | 20 | 41 | TYCO Health Care | ||||||||||||||||||||||
26
|
Jayashree Joglekar | Chief Operating Officer Securities Solutions, Wipro Technologies | 2,458,223 | BE, MS | 1-Aug-00 | 24 | 48 | Persistent Sys Ltd | ||||||||||||||||||||||
27
|
Krishnamurthy B | Vice President Tele & Inter Group, Wipro Technologies | 2,653,969 | MSc, MTech, PGDM | 16-Oct-97 | 19 | 46 | C DOT | ||||||||||||||||||||||
28
|
Kumar Chander | Vice President Marketing, Wipro Consumer Care & Lighting | 2,719,819 | BA, PGDM | 1-Oct-92 | 15 | 37 | Brooke Bond India | ||||||||||||||||||||||
29
|
Kurien T K | Chief Executive Business Optimization Shared Services, Wipro Technologies | 6,020,471 | BE, C A | 11-Feb-00 | 23 | 45 | Wipro Net Limited | ||||||||||||||||||||||
30
|
Madhavan S | General Manager Solution Definition, Wipro Technologies | 2,971,511 | BSc, BTech | 15-Sep-94 | 18 | 41 | CMC | ||||||||||||||||||||||
31
|
Manohar Arcot | General Manager CHRD, Wipro Limited | 2,557,372 | MBA | 2-Jan-04 | 16 | 42 | ABCL Ltd. | ||||||||||||||||||||||
32
|
Manoj Punja | Vice President TMTS, Wipro Technologies | 4,118,652 | BE, MBA | 1-Aug-91 | 20 | 43 | ORG Systems | ||||||||||||||||||||||
33
|
Mohan Rao S | Vice President Infrastructure & Operations, Wipro Technologies | 2,879,883 | BE, PGDM | 16-Nov-88 | 30 | 51 | Shriram Honda | ||||||||||||||||||||||
34
|
Muralikrishnan S | General Manager Mobile Devices & Applications, Wipro Technologies | 2,561,985 | BE | 1-Aug-91 | 17 | 41 | Keonics Magnavision |
||||||||||||||||||||||
35
|
Mythily Ramesh | Vice President Business Development, Marketing & Innovation, Wipro Infotech | 3,113,642 | BE, MBA | 29-Apr-88 | 16 | 40 | First Employment | ||||||||||||||||||||||
36
|
Nagamani Murthy | Vice President VNGN, Wipro Technologies | 3,222,615 | BE | 1-Jul-91 | 20 | 44 | Texas Instruments | ||||||||||||||||||||||
37
|
Padmanabhan V S | Vice President Finance & Accounts, Wipro Infotech | 2,907,131 | BCom, ACA | 9-Nov-94 | 28 | 52 | Union Carbide | ||||||||||||||||||||||
38
|
Prasad V Bhatt | General Manager VLSI/System Design, Wipro Technologies | 2,884,048 | BE, MTech | 2-Mar-89 | 16 | 40 | ORG Systems | ||||||||||||||||||||||
39
|
Prasanna G.K. | Vice President Technology Infrastructure Service, Wipro Technologies | 4,310,625 | BTech, PGDiploma | 2-Dec-99 | 21 | 45 | Microland | ||||||||||||||||||||||
40
|
Pratik Kumar | Corporate Vice President HR, Wipro Limited | 4,891,325 | BA, MBA | 4-Nov-91 | 17 | 39 | TVS Electronics Ltd. | ||||||||||||||||||||||
41
|
Rajat Mathur | Vice President International Operations & BSD, Wipro Infotech | 2,829,330 | BE, MBA | 15-Nov-85 | 19 | 44 | Horizon Mktg. & Serv. | ||||||||||||||||||||||
42
|
Rajeev V S | General Manager BOSS, Wipro Technologies | 2,600,685 | BTech, PGDM | 16-Jan-92 | 19 | 44 | TCS | ||||||||||||||||||||||
43
|
Rajesh Kochhar | Chief Executive C&I Business, Wipro Consumer Care & Lighting | 2,571,931 | BE (Hons) | 16-Dec-91 | 25 | 47 | Crompton Greates Ltd | ||||||||||||||||||||||
44
|
Rajesh Ram Mishra | Vice President SBU 2, Wipro Technologies | 3,387,081 | BTech, MTech | 6-May-88 | 19 | 42 | International S/W Ind. | ||||||||||||||||||||||
45
|
Ramakanth Desai | Vice President Strategic Clients, Wipro Technologies | 3,650,105 | BTech | 12-Aug-92 | 20 | 41 | Tata Unisys | ||||||||||||||||||||||
44
WIPRO LIMITED
Date of | Total | |||||||||||||||||||||||||||||
Sr. No. | Name | Designation | Remuneration | Employment | Experience | Last | ||||||||||||||||||||||||
Qualification | (DOJ) | (in Yrs) | Age | Employment | ||||||||||||||||||||||||||
46
|
Ramesh A N | General Manager V&NGN, Wipro Technologies | 2,495,218 | BE, MTech | 16-Sep-88 | 18 | 42 | TVS Electronics Ltd. | ||||||||||||||||||||||
47
|
Ramesh Emani | President E&PE, Wipro Technologies | 7,034,147 | BTech, MTech | 15-Nov-83 | 24 | 48 | Tata Burroughs Ltd | ||||||||||||||||||||||
48
|
Ramesh Nagarajan | Vice President Office of Productivity, Wipro Technologies | 3,171,616 | ME | 24-Oct-00 | 17 | 39 | Wipro Infotech | ||||||||||||||||||||||
49
|
Ranjan Acharya | Corporate Vice President HRD, Corporate Office, Wipro Limited | 5,005,809 | BSc, MBA | 18-Jul-94 | 25 | 47 | National Institute of Comp Edn. & Business Trg. | ||||||||||||||||||||||
50
|
Ravishankar G S | General Manager BNBU, Wipro Technologies | 3,040,528 | BSc, BE, ME | 28-Jan-03 | 24 | 50 | Ericsson India | ||||||||||||||||||||||
51
|
Rohit Kumar | Vice President Utilities Vertical, Wipro Technologies | 4,443,601 | BE, MBA | 5-Mar-02 | 12 | 37 | Oracle Corporation | ||||||||||||||||||||||
52
|
Sairaman Jagannathan | General Manager Solutions Delivery, Wipro Infotech | 2,642,689 | BE | 29-Aug-01 | 23 | 47 | Mascot Systems | ||||||||||||||||||||||
53
|
Sambuddha Deb | Chief Quality Officer, Wipro Technologies | 4,260,921 | BTech, PGDM | 29-Jun-82 | 22 | 47 | First Employment | ||||||||||||||||||||||
54
|
Sangita Singh | Vice President Strategic Marketing, Wipro Technologies | 3,728,252 | BE | 1-Aug-92 | 13 | 35 | HCL Limited | ||||||||||||||||||||||
55
|
Sanjiv K R | Vice President E-Biz & Data Warehousing Solution, Wipro Technologies | 3,335,685 | MMS | 16-Nov-88 | 19 | 41 | DCM DAEWOO | ||||||||||||||||||||||
56
|
Selvan D | Vice President Talent Transformation, Wipro Technologies | 2,747,782 | BTech, PGDM | 5-Sep-92 | 19 | 43 | NIIT Ltd. | ||||||||||||||||||||||
57
|
Senapaty S C | Corporate Executive Vice President Finance, Wipro Limited | 7,609,925 | BCom, ACA | 10-Apr-80 | 26 | 48 | Lovelock & Lewes | ||||||||||||||||||||||
58
|
Sethumadhava Rao T V | Vice president and Principal Consultant, Wipro Technologies | 2,603,184 | BE | 6-Aug-81 | 29 | 54 | ECIL | ||||||||||||||||||||||
59
|
Shirish Kanetkar | General Manager Business Operations ROM, Wipro Infotech | 3,038,113 | BSc, Diploma | 10-Sep-02 | 18 | 44 | Cisco | ||||||||||||||||||||||
60
|
Siby Abraham | Vice President Semiconductor, Wipro Technologies | 3,602,906 | BTech, MTech | 16-Feb-87 | 18 | 41 | First Employment | ||||||||||||||||||||||
61
|
Soumitro Ghosh | Vice President Banking & Insurance Practice, Wipro Technologies | 4,194,752 | BTech, MBA | 26-Nov-88 | 21 | 45 | Blue Star Ltd. | ||||||||||||||||||||||
62
|
Srinivasan P V | Vice President Corporate Taxation, Wipro Limited | 3,091,153 | ACA | 6-Feb-97 | 21 | 45 | Sundaram Fastners Ltd. | ||||||||||||||||||||||
63
|
Subhash Khare | Head PMO, Wipro Technologies | 2,653,145 | BE | 3-Oct-90 | 20 | 44 | Telco | ||||||||||||||||||||||
64
|
Subrahmanyam P | Vice President Broadband, Wipro Technologies | 3,459,741 | BSc, MSc, MPHIL | 8-Nov-83 | 21 | 45 | First Employment | ||||||||||||||||||||||
65
|
Sudhir Jha | General Manager PeopleSoft Practice, Wipro Technologies | 2,774,196 | PGDiploma | 29-Apr-02 | 14 | 37 | Pricewaterhouse Coopers | ||||||||||||||||||||||
66
|
Sudip Banerjee | President Enterprise Solutions, Wipro Technologies | 6,506,154 | BA, PG Diploma in Bus Mgmt. | 2-Nov-83 | 23 | 45 | HCL Infosystems | ||||||||||||||||||||||
67
|
Sudip Nandy | Chief Strategy Officer, Wipro Technologies | 5,110,563 | BSc, BE, PGDM | 28-May-83 | 22 | 47 | First Employment | ||||||||||||||||||||||
68
|
Sumit Ray | Group Head Telecom Solutions, Wipro Technologies | 3,166,447 | BE, MTech | 30-Jan-03 | 20 | 44 | Ericsson India | ||||||||||||||||||||||
69
|
Suresh Vaswani | President, Wipro Infotech | 6,961,602 | BE, MBA | 2-May-85 | 20 | 45 | SKEFCO | ||||||||||||||||||||||
70
|
Suryanarayana Valluri | Vice President Telecom Service Providers, Wipro Technologies | 3,159,973 | BE, PGDBM | 1-Mar-00 | 16 | 40 | RPG Cellular Services Ltd. | ||||||||||||||||||||||
71
|
Tamal Dasgupta | Corporate Vice President & CIO, Wipro Technologies | 4,862,354 | B Com, CA, CPA | 1-Mar-00 | 22 | 54 | Indian Aluminium Co | ||||||||||||||||||||||
72
|
Thandava Murthy T D | Chief Executive Professional Services Division, Wipro Infotech | 3,805,881 | BE | 5-Jul-02 | 24 | 49 | Compaq | ||||||||||||||||||||||
73
|
Vasudevan A | Vice President VLSI / Systems Design, Wipro Technologies | 3,980,858 | BE, MTech | 31-Mar-86 | 19 | 43 | First Employment | ||||||||||||||||||||||
74
|
Venkatesh V R | Vice President SBU 1, Wipro Technologies | 4,072,716 | BSc, MSc, MTech | 22-Mar-84 | 21 | 45 | Vikrant Tyres | ||||||||||||||||||||||
75
|
Vijay K Gupta | Vice President Corporate Communication, Brand & Community Initiatives, Wipro Limited | 2,848,946 | BTech, PGDM | 1-Apr-91 | 20 | 47 | Electronic Components Industries Association |
||||||||||||||||||||||
76
|
Vijayakumar I | Vice President Wireless Business, Wipro Technologies | 3,021,523 | BSc, BE | 16-Jul-90 | 17 | 40 | INDCHEM | ||||||||||||||||||||||
77
|
Vineet Agrawal | President Wipro Consumer Care & Lighting | 6,571,887 | BTech, MMS | 4-Dec-85 | 19 | 43 | First Employment | ||||||||||||||||||||||
78
|
Vinod Wahi | Head Wipro Biomed | 3,594,648 | BSc, PGDM | 1-Mar-90 | 29 | 57 | Boehringer Knoll Ltd. | ||||||||||||||||||||||
79
|
Vishwas Santurkar | General Manager HP ODC, Wipro Technologies | 2,573,715 | BE | 6-Nov-91 | 19 | 42 | Unicad Technologies Pvt Ltd | ||||||||||||||||||||||
80
|
Viswanathan K S | Vice President Strategic Sales, Wipro Infotech | 3,495,082 | MA | 11-Oct-03 | 22 | 47 | Dell Computers | ||||||||||||||||||||||
81
|
Vittal N Vashist | General Manager PLM Strategy, Wipro Technologies | 2,749,426 | BE, MTech | 26-Feb-01 | 14 | 43 | IBM India Ltd | ||||||||||||||||||||||
82
|
Vivek Bhasin | Vice President ES-e-Enabling, Wipro Technologies | 3,051,226 | BE, MBA | 20-Apr-99 | 15 | 42 | HCL Deluxe | ||||||||||||||||||||||
83
|
Vivek Paul | Vice Chairman Wipro Limited | 71,512,442 | BE, MBA | 26-Jul-99 | 23 | 46 | GE Medical Systems | ||||||||||||||||||||||
Part of the year : | ||||||||||||||||||||||||||||||
84
|
Deepak Rao | General Manager IT Solutions-Finance, Banking & Insurance, Wipro Technologies | 2,960,895 | BE, PGDiploma | 22-Jan-02 | 16 | 41 | Infosys Technologies | ||||||||||||||||||||||
85
|
Kayomarz Shroff | General Manager CHRD, Wipro Limited | 1,609,934 | BA, MA, LLB | 10-Nov-97 | 19 | 43 | U B Group | ||||||||||||||||||||||
86
|
Madhavan Ganesan | Vice President Business Finance Manager, Wipro Technologies | 2,492,952 | CA | 1-Oct-02 | 18 | 40 | Sepctramind | ||||||||||||||||||||||
87
|
Madhu Khatri | Corporate Vice President & General Counsel, Wipro Limited | 195,907 | BA, LLB, LLM | 15-Mar-05 | 16 | 41 | General Electric | ||||||||||||||||||||||
88
|
Sundar Rajan R | Corporate Vice President Legal & General Counsel, Wipro Limited | 1,688,572 | BA, LLB | 2-Nov-95 | 15 | 39 | (Brooke Bond Lipton India) Ltd. | ||||||||||||||||||||||
89
|
Umesh Nanda | Chief Executive Manufacturing, Wipro Consumer Care & Lighting | 4,281,191 | BE | 10-Oct-88 | 38 | 60 | Eastern Circuits Ltd. | ||||||||||||||||||||||
Notes:
|
1. | Remuneration comprises of salary, commission, allowance, medical, perquisites & Companys contribution to PF and Superannuation Funds. | ||||
2. | None of the employees listed is a relative of any director. |
|||||
3. | The nature of employment is contractual in all the above cases. | |||||
4. | In terms of the Notification dated March 24, 2004 issued by the Department of Company Affairs employees posted and working in a country outside India, not being directors or their relatives, has not been included in the above statement. | |||||
5. | The USD to INR conversion used is Rs. 43.62 per USD. |
45
WIPRO LIMITED
CORPORATE GOVERNANCE REPORT 2004-05 | ANNEXURE D |
I | CORPORATE GOVERNANCE | |||
Corporate Governance is the mechanism by which the principles, values, philosophy and practices of a Company manifest in the real world. Good transparent Corporate Governance ensures that the Company is managed and monitored in a responsible manner geared to value creation. Corporate Governance is concerned with both the internal aspects of the Company, such as internal controls, and the external aspects such as an organisations relationship with all its stakeholders. | ||||
The Board of Directors represents the interests of the Companys stakeholders, in optimising long-term value by providing the Company necessary guidance and strategic vision on stakeholders behalf. The Board is also responsible for ensuring that the Companys management and employees operate with the highest degree of ethical standards. | ||||
Effective Corporate Governance programs include the institution of corporate ombudsperson and encourage whistleblowers to dissent when the interests of the Company are compromised. Good Corporate Governance is the responsibility and privilege of each and every stakeholder. | ||||
At Wipro Limited, our pursuit towards achieving good Corporate Governance is an ongoing process,
thereby ensuring integrity, transparency and accountability in all our dealings with our employees,
shareholders, customers and the community at large. We believe that the constant effort to improve
operational performance, guided by our values, forms the basis for good Corporate Governance.
Corporate Governance is strongly driven by our values such as quality, commitment, customer
orientation and integrity. During the course of the year, Securities and Exchange Board of India made certain significant amendments to the Corporate Governance requirements under Indian Stock Exchange Listing Agreement, inter alia, widening the definition of Independent Director, prior approval of the shareholders for payment of Non-Executive Directors fees/remuneration including determination of criteria for making such payments, affirmation of Code Conduct by Senior Management, widening the disclosure with respect to related party transactions, internal controls, risk management, tenure of independent directors, etc. These amendments have now been deferred till December 31, 2005. |
||||
Your Board of Directors present the Corporate Governance Report for the year 2004-05 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as of March 31, 2005. | ||||
II | BOARD OF DIRECTORS | |||
A | Composition | |||
The details of the Directors on the Board of your Company as on March 31, 2005 are given below: |
Name | Category | Designation | Date of | Directorship | Chairmanship | Membership | ||||||||||||||||||||||
appointment | in other | in Committees | in Committees | |||||||||||||||||||||||||
Companies | of Boards of | of Boards | ||||||||||||||||||||||||||
(*) | other | of other | ||||||||||||||||||||||||||
companies | companies | |||||||||||||||||||||||||||
Azim H. Premji
|
Promoter Director |
Chairman and Managing Director (designated as Chairman) | 01.09.1968 | 11 | Nil | Nil | ||||||||||||||||||||||
Vivek Paul
|
Whole-time Director |
Vice Chairman and Wholetime Director | 26.07.1999 | 3 | Nil | Nil | ||||||||||||||||||||||
N. Vaghul
|
Independent Non-Executive Director |
Director | 09.06.1997 | 12 | 3 | 5 | ||||||||||||||||||||||
B.C. Prabhakar
|
Independent Non-Executive Director |
Director | 20.02.1997 | Nil | Nil | Nil | ||||||||||||||||||||||
Jagdish N. Sheth
|
Independent Non-Executive Director |
Director | 01.01.1999 | 2 | Nil | 2 | ||||||||||||||||||||||
Ashok Ganguly
|
Independent Non-Executive Director |
Director | 01.01.1999 | 9 | 3 | 5 | ||||||||||||||||||||||
Eisuke Sakakibara
|
Independent Non-Executive Director |
Director | 01.01.2002 | Nil | Nil | Nil | ||||||||||||||||||||||
P.M. Sinha
|
Independent Non-Executive Director |
Director | 01.01.2002 | 4 | 2 | 3 | ||||||||||||||||||||||
(*) This does not include unlimited companies, foreign companies and companies under Section 25 of the Companies Act, 1956. |
46
WIPRO LIMITED
The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is more than 50% of the Board strength at any point of time. All Independent Non-Executive Directors comply with the legal requirements for being independent. | ||||
Independent Director means a Director who, apart from receiving a Directors remuneration, does not have any other material pecuniary relationship or transactions with the Company, its promoters, its management, or its subsidiaries which in the judgement of the Board may affect the independence of judgement of the Director. | ||||
Brief resumes of the Board of Directors | ||||
Azim H. Premji has served as our Chief Executive Officer, Chairman of the Board and Managing Director (designated as Chairman) since September 1968. Mr. Premji holds a B.S. in Electrical Engineering from Stanford University, USA. | ||||
Dr. Ashok Ganguly has served as one of our Directors since January 1999. Since April 2003, Dr. Ganguly has served as the Chairman of ICICI OneSource Ltd., a business process outsourcing company, and, since September 2003, as the Chairman of ABP Pvt. Ltd., a media and publishing company. From August 1996 to March 2003, he served as the Chairman of ICI India Limited, a manufacturing company. Dr. Ganguly also currently serves as a Director on the Central Board of the Reserve Bank of India and Homogenomics Pvt. Ltd. He is also a Non-Executive Director of British Airways plc., Mahindra & Mahindra Ltd., ICICI Knowledge Park Ltd. and Tata AIG Life Insurance Co. Ltd. More recently, Dr. Ganguly was appointed as a member of Indias Prime Ministers Council for Trade and Industry as well as a member of the Government of Indias Investment Commission. Dr. Ganguly holds a B.Sc. in Chemistry from Bombay University and an M.S. and Ph.D. from the University of Illinois, USA. | ||||
B.C. Prabhakar has served as one of our Directors since February 1997. He has practiced law in his own firm since April 1970. Mr. Prabhakar holds a B.A. in Political Science and Sociology and an LL.B. from Mysore University. | ||||
Dr. Jagdish N. Sheth has served as one of our Director since January 1999. He has been a professor at Emory University since July 1991. Dr. Sheth has also been a Director of Norstan, Inc., a manufacturing company, since September 1995, and of Pac West Telecomm, a telecommunication company, since July 1999. Dr. Sheth is also on the boards of Cryo-Cell International Inc., a blood stem cell bank, and Shasun Chemicals & Drugs Limited, a pharmaceutical company. Dr. Sheth holds a B. Com. from Madras University in India, and an M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh, USA. | ||||
Vivek Paul has served as one of our Directors, Vice Chairman of the Board and Executive Officer of Wipro Technologies since July 1999. From January 1996 to July 1999, Mr. Paul was General Manager of Global CT Business at General Electric, Medical Systems Division. From March 1993 to December 1995, he served as President and Chief Executive Officer of Wipro GE Medical Systems Limited. Mr. Paul holds a B.E. from the Birla Institute of Technology and Science, Pilani in India, and an M.B.A. from the University of Massachusetts, Amherst, USA. | ||||
Narayanan Vaghul has served as one of our Directors since June 1997. He has been Chairman of the Board of ICICI Bank Limited since September 1985. Mr. Vaghul is also on the Boards of Mahindra and Mahindra Ltd., Mahindra Industrial Park Limited, Air India Limited, Air India Transport Services Limited, Air India Engineering Services Limited, Nicholas Piramal India Ltd., Apollo Hospitals Enterprise Limited, Technology Network (India) Pvt. Ltd., Himatsingka Seide Limited and Asset Reconstruction Company (India) Limited. Mr. Vaghul is also the Chairman of the Compensation Committee of Mahindra and Mahindra Limited and Nicholas Piramal India Ltd. Mr. Vaghul holds a B. Com. in Banking from Madras University in India. | ||||
Prof. Eisuke Sakakibara has served as one of our Directors since January 1, 2002. He has been a Professor of Economics in Keio University of Japan since 1999. After working with the Ministry of Finance, Government of Japan since 1965, he was posted as Economist, International Monetary Fund in 1971, and was a visiting Associate Professor of Economics at Harvard University. He has also served as Director-General, International Finance Bureau, Japan between 1995 and 1997. In 1997, he became the Vice Minister of Finance for International Affairs, Japan. Prof. Sakakibara holds a B.A. in Economics from the University of Tokyo and a Ph.D. in Economics from the University of Michigan, USA. | ||||
Priya Mohan Sinha became a Director of our Company on January 1, 2002. He has served as the President of PepsiCo International South Asia, since 1995 and as Chairman of PepsiCo India Holdings Limited and President of Pepsi Foods Limited since July 1992. From October 1981 to November 1992, he was on the Executive Board of Directors of Hindustan Lever Limited. From 1981 to 1985 he also served as Sales Director of Hindustan Lever. Mr. Sinha was also Chairman of Stepan Chemicals Limited between 1988 and November 1992 and on the Boards of Brooke Bond India Limited, Lipton India Limited, Indexport Limited and Lever Nepal Limited. Currently, he is also on the Boards of ICICI Bank Limited, Lafarge India, Indian Oil Corporation Limited, Azim Premji Foundation Pvt. Ltd. and is Chairman, Bata India Limited. Mr. Sinha holds a B.A. from Patna University and he has also attended Advanced Management Program in the Sloan School of Management, Massachusetts Institute of Technology, USA. |
47
WIPRO LIMITED
Lead Independent Director | ||||
Mr. N. Vaghul has been designated as the Lead Independent Director. The basis for his selection is as laid down in our corporate governance guidelines. | ||||
Board membership criteria | ||||
The Nominating and Corporate Governance Committee comprise entirely of Independent Directors which works closely with the Board in identifying, screening, recruiting and recommending Directors for nomination by the Board for election as members of the Board. | ||||
Board members are expected to possess strong management experience, ideally with major public companies with successful multinational operations, other areas of expertise or experience that are desirable, given the Companys business and the current make-up of the Board, such as expertise or experience in Information Technology businesses, manufacturing, international, financial or investment banking, scientific research and development, senior level government experience and academic administration, personal characteristics matching with the Companys values, such as integrity, accountability, financial literacy, and high performance standards. | ||||
Materially significant related party transactions | ||||
None of the Non-Executive Directors have any pecuniary material relationship with the Company for the year ended March 31, 2005. | ||||
In the opinion of the Board, the transactions during the year 2004-05 between the holding Company and its subsidiaries are not material and have been done at arms length and are duly recorded in the Register of Contracts maintained by the Company pursuant to Section 301 of the Companies Act, 1956. | ||||
During the year 2004-05, Mr. Azim H. Premji, Chairman of the Company expressed his intention to buy back certain assets like car and furniture & equipment provided to him as part of perquisites as per policy of the Company. The Board of Directors at their meeting held on October 15, 2004 approved the above proposal and accordingly an application has been made to the Central Government as required under Section 297 of the Companies Act, 1956 for approval of the above transaction. Approval of the Central Government is awaited. | ||||
B | Board Meetings | |||
As per the Listing Agreement, the Board of Directors must meet at least four times a year, with a maximum time gap of four months between any two meetings. | ||||
During the last financial year, our Board met four times, on April 15, 2004, July 22, 2004, October 14, 2004 and January 20, 2005. All the Board meetings were held at the Companys registered office at Bangalore, India. The gap between two board meetings did not exceed four months. | ||||
The agenda for the Board meetings is always sent to the Directors at least two weeks prior to the Board meeting to invite suggestions from each Board member for their views and for inclusion of items on the agenda, if any. | ||||
Information supplied to the Board | ||||
The Board of Directors of Wipro Limited is presented with various issues affecting the business and environment including the following whenever applicable and materially significant. |
- | review of annual operating plans, capital budgets and any updates. | |||
- | quarterly results of the Company and its operating divisions or business segments. | |||
- | minutes of meetings of audit committee and other committees of the Board. | |||
- | information on recruitment and remuneration of senior officers just below the board level. | |||
- | materially important litigations, show cause, demand, prosecution and penalty notices. | |||
- | Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. | |||
- | any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company. | |||
- | any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company. | |||
- | details of any joint venture or collaboration agreement. | |||
- | transactions that involve substantial payment towards goodwill, brand equity, or intellectual property. | |||
- | significant labour problems and their proposed solutions. |
48
WIPRO LIMITED
- | significant development in Human Resources/Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc. | |||
- | sale of material nature of investments, subsidiaries, assets, which is not in normal course of business. | |||
- | quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, and | |||
- | non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. |
The above information along with all other relevant materials to be considered at the meeting is circulated to the Board before the Board meeting. | ||||
The Board is also given presentations covering Finance, Sales and Marketing and the major business segments and operations of the Company, before taking on record the results of the Company for the preceding financial quarter at each of the scheduled Board meetings. | ||||
The Guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for the decisions taken by the Board of Directors. | ||||
The attendance of the Directors at the Board Meetings held during the year is given below : |
Director | Number of meetings held | Number of meetings attended | ||||||||||
Azim H. Premji
|
4 | 4 | ||||||||||
Vivek Paul
|
4 | 4 | ||||||||||
N. Vaghul
|
4 | 4 | ||||||||||
B.C. Prabhakar
|
4 | 4 | ||||||||||
Jagdish N. Sheth
|
4 | 4 | ||||||||||
Ashok Ganguly
|
4 | 4 | (*) | |||||||||
Eisuke Sakakibara
|
4 | 2 | ||||||||||
P.M. Sinha
|
4 | 4 | ||||||||||
* | - one meeting attended through Teleconferencing. |
C | Directors membership in Board committees | |||
As per the Listing Agreement, no director can be a member in more than 10 committees or act as chairman of more than five committees across all companies in which he is a director. | ||||
In terms of the Listing Agreement, none of the Directors of our Company were members in more than 10 committees nor acted as chairman of more than five committees across all companies in which they were directors. | ||||
D | Selection, Remuneration, and Tenure of Directors | |||
Selection | ||||
The selection of new Directors is done by the Nomination & Corporate Governance Committee of the Board. The process of nomination and selection of prospective Directors are detailed in Companys charter of Nomination and Corporate Governance Committee. The charter is posted on Companys website at www.wipro.com/Investors/Corpinfo. No new Directors were appointed during the year. | ||||
Subject to the approval of the shareholders at the ensuing Annual General Meeting, Mr. Azim H. Premji, was re-appointed as Chairman and Managing Director (designated as Chairman) of the Company with effect from December 31, 2004 for a further period of two years and seven months. Other than the Chairman, two of the existing directors, who retire by rotation, are proposed to be re-appointed as Directors at the ensuing Annual General Meeting. | ||||
Remuneration | ||||
Executive Directors are paid remuneration within the limits envisaged under Schedule XIII of the Companies Act, 1956. The remuneration payable is always recommended by the Compensation & Benefits Committee to the Board and is approved by the Board as well as the Shareholders of the Company. | ||||
Non-Executive Independent Directors are paid remuneration by way of a commission as may be recommended by the Compensation & Benefits Committee and approved by the Board/Shareholders subject however to the condition that the commission shall not cumulatively exceed 1% of the net profits of the Company for all Non-Executive Independent Directors in the aggregate in one financial year. In case of commission payable to the members of the Compensation & Benefits Committee, the same shall be decided and approved by the Board. |
49
WIPRO LIMITED
|
||
Tenure | ||||
The age limit for retirement of the Executive and Non Executive Independent Directors is being decided by the Nomination and Corporate Governance Committee. | ||||
III | BOARD COMMITTEES | |||
As of March 31, 2005, your Company has four Board committees. These are: |
- | Audit Committee | |||
- | Compensation & Benefits Committee | |||
- | Nomination & Corporate Governance Committee | |||
- | Shareholders/Investors Grievance & Administrative Committee |
A | AUDIT COMMITTEE | |||
1 | Brief description of terms of reference: | |||
The Audit Committee reviews, acts and reports to the Board of Directors, inter alia, with respect to : |
- | auditing and accounting matters, including the recommendation for appointment of our independent auditors; | |||
- | companys compliance with legal and statutory requirements; | |||
- | integrity of the Companys financial statements, the scope of the annual audits, and fees to be paid to the independent auditors; | |||
- | performance of the Companys Internal Audit function, independent auditors and accounting practices. |
Though the financial results are sent to the Audit Committee and the Board at the same time, the Audit Committee reviews the audited quarterly, half-yearly and yearly financial results and places a report on the same to the Board for its consideration and approval. The Chairman of the Audit Committee is always present at the Annual General Meeting. However, due to health reasons, Mr. N. Vaghul, Chairman of the Audit Committee could not attend the last Annual General Meeting and Mr. P.M. Sinha who was appointed to act as the Chairman in Mr. Vaghuls absence, was present at the meeting. | ||||
The detailed charter of the Audit Committee is posted on the Companys website at: www.wipro.com/Investors/Corpinfo. | ||||
2 | Composition & Qualifications | |||
The Audit Committee comprises of the three independent, Non-Executive directors. All the members including the Chairman have adequate financial and accounting knowledge. None of the members receive directly or indirectly any consulting, advisory or compensatory fees from the Company other than their remuneration by way of commission as a Director. |
Mr. N. Vaghul
|
- | Chairman | ||
Mr. B.C. Prabhakar
|
- | Member | ||
Mr. P.M. Sinha
|
- | Member |
3 | Meetings and attendance during the year | |||
The Audit Committee met four times during the year, each time on the day preceding the Board Meetings. Minutes of each Audit Committee meeting are placed before, and discussed at, the following Board meeting. |
Number of meetings held | Number of meetings attended | |||||||||||
Name | during the year | during the year | ||||||||||
N. Vaghul |
4 | 4 | ||||||||||
B.C. Prabhakar |
4 | 4 | ||||||||||
P.M. Sinha |
4 | 4 | ||||||||||
B | COMPENSATION AND BENEFITS COMMITTEE | |||
1 | Brief description of terms of reference of the Compensation & Benefits Committee | |||
The Compensation and Benefits Committee determines salaries, benefits and stock option grants to employees and directors of your Company. The Committee also administers your Companys Employee Stock Option Plan (ESOP). The detailed charter of the Committee is posted on the Companys website at www.wipro.com/Investors/Corpinfo. The Companys Compensation & Benefits Committee has the necessary powers and authority to ensure appropriate disclosure on the remuneration of Whole-time Directors. Since the appointment of the Whole-time Directors are by virtue of their employment with the Company, their other service conditions are governed by the policy of the Company. |
50
WIPRO LIMITED
|
||
2 | Composition, name of members and the Chairperson | |||
The Compensation & Benefits Committee comprises of the following three Independent Non-Executive Directors : |
Mr. N. Vaghul
|
- | Chairman | ||
Mr. B.C. Prabhakar
|
- | Member | ||
Mr. P.M. Sinha
|
- | Member |
3 | Meetings and attendance during the year | |||
The Compensation & Benefits Committee met four times in the year, usually on the day preceding the Board meetings. All the members were present at each of the meetings. | ||||
Minutes of each of the Compensation & Benefits Committee meeting is placed before the Board. |
Number of meetings held | Number of meetings attended | |||||||||||
Name | during the year | during the year | ||||||||||
N. Vaghul |
4 | 4 | ||||||||||
B.C. Prabhakar |
4 | 4 | ||||||||||
P.M. Sinha |
4 | 4 | ||||||||||
C | NOMINATION AND CORPORATE GOVERNANCE COMMITTEE | |||
1 | Brief description of terms of reference | |||
The Nomination and Corporate Governance Committee has the following key deliverables : |
- | develop and recommend to the Board corporate governance guidelines applicable to the Company by taking a leadership role in shaping the corporate governance of the Company | |||
- | implement policies and processes relating to corporate governance principles | |||
- | lay down policies and procedures to assess the requirements for induction of new members on the Board |
2 | Composition | |||
The Nomination and Corporate Governance Committee comprise of the following three independent non-executive members of the Board. |
Mr. Ashok Ganguly
|
- | Chairman | ||
Mr. N. Vaghul
|
- | Member | ||
Mr. P.M. Sinha
|
- | Member |
3 | Meetings | |||
The Nomination and Corporate Governance Committee met once in the financial year 2004-05. All the members were present at the meeting. |
Number of meetings held | Number of meetings attended | |||||||||||
Name | during the year | during the year | ||||||||||
Ashok Ganguly |
1 | 1 | ||||||||||
N. Vaghul |
1 | 1 | ||||||||||
P.M. Sinha |
1 | 1 | ||||||||||
4 | Particulars of Directors appointed/re-appointed | |||
Mr. Azim H. Premji, was re-appointed as Chairman and Managing Director (designated as Chairman) of the Company for a further period of two years and seven months with effect from December 31, 2004. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting. | ||||
In compliance with the provisions of Section 302 of the Companies Act, 1956, the Company had circulated an abstract of the terms and conditions of the said re-appointment to the shareholders on January 25, 2005. |
51
WIPRO LIMITED
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As per the provisions of the Companies Act, 1956, Prof. Eisuke Sakakibara and Dr. Ashok S. Ganguly, retire by rotation and being eligible offer themselves for re-appointment. | ||||
Brief resumes of each of the Directors proposed to be re-appointed at the ensuing Annual General Meeting is provided as an annexure to the Notice convening the Annual General Meeting. | ||||
The notice for the Annual General Meeting scheduled to be held on July 21, 2005 complies with this requirement. | ||||
D | SHAREHOLDERS/INVESTORSGRIEVANCE AND ADMINISTRATIVE COMMITTEE | |||
1 | Brief description of terms of reference | |||
The Shareholders/Investors Grievance & Administrative Committee administers the following : |
- | to effect transfer of shares | |||
- | to effect transmission of shares | |||
- | to issue duplicate share certificates as and when required | |||
- | to monitor Shareholder/Investors Grievance issues from time to time and provide redressal for the same | |||
- | to open and close Bank accounts | |||
- | to grant, revoke general, specific and banking powers of attorney |
Apart from the above, the Committee is also delegated by the Board to administer the following : |
- | to consider and approve allotment of equity shares pursuant to exercise of stock options | |||
- | such other activities resulting from statutory amendments/modifications from time to time |
2 | Composition | |||
The composition of the Shareholders/Investors & Administrative Grievances Committee is as follows : |
Mr. B.C. Prabhakar
|
- | Chairman | ||
Mr. Azim H. Premji
|
- | Member |
All the members were present at each of the meetings. | ||||
3 | Name and designation of Compliance Officer | |||
The Compliance Officer as per the requirements under the Listing Agreement is Mr. V. Ramachandran, Company Secretary. | ||||
4 | Details of complaints/requests received and resolved during the year 2004-05 | |||
COMPLAINTS : |
Sl. No. | Nature of Complaints | Received | Replied | Pending | ||||||||||||||||||
1 | Non receipt of Share certificates lodged for transfer |
1 | 1 | 0 | ||||||||||||||||||
2 | Non receipt of Dividend warrants |
343 | 343 | 0 | ||||||||||||||||||
3 | Non receipt of Dividend warrant after revalidation |
0 | 0 | 0 | ||||||||||||||||||
4 | Non receipt of Share certificates lodged for split/Bonus shares |
4 | 4 | 0 | ||||||||||||||||||
5 | Non receipt of Duplicate share certificates |
0 | 0 | 0 | ||||||||||||||||||
6 | Letters from SEBI/ Stock Exchanges |
3 | 3 | 0 | ||||||||||||||||||
7 | Letters from Department of Company Affairs/Other Statutory Bodies |
2 | 2 | 0 | ||||||||||||||||||
Total |
353 | 353 | 0 | |||||||||||||||||||
52
WIPRO LIMITED
|
||
REQUESTS : |
Sl. No. | Nature of Requests* | Received | Replied | Pending | ||||||||||||||||||
1 | Receipt of Dividend warrants for revalidation |
455 | 455 | 0 | ||||||||||||||||||
2 | Request for mandate correction on Dividend warrants |
214 | 214 | 0 | ||||||||||||||||||
3 | Request for duplicate Dividend warrant |
27 | 27 | 0 | ||||||||||||||||||
4 | Request for copy of Annual Report |
98 | 98 | 0 | ||||||||||||||||||
5 | Request for TDS certificate |
0 | 0 | 0 | ||||||||||||||||||
6 | Request for exchange of split Share Certificates |
12 | 12 | 0 | ||||||||||||||||||
Total |
806 | 806 | 0 | |||||||||||||||||||
* | The Company has complied with submission of its responses to the queries/ clarifications sought by the Stock Exchanges on various market related information like clarifications on market rumours, etc from time to time. These responses have not been included in the information furnished in the above table. |
IV | DISCLOSURE ON THE REMUNERATION OF DIRECTORS | |||
Given below are the details of remuneration paid for the financial year 2004-05 to the Directors of the Company. The remuneration of the Executive Directors which is approved by the Compensation & Benefits Committee consists of fixed pay, commission based on percentage of profits of the Company as approved by the shareholders and stock options. | ||||
Commission payable to each of the Independent Non-Executive Directors is limited to a fixed sum payable as approved by the Board subject to a maximum of 1% of the net profits of the Company for the year, cumulatively for all the Directors. The commission payable to Independent Non-Executive Directors was originally approved by the shareholders on July 18, 2002. |
(Rs. 000s | ) | |||||||||||||||||||||||||||||||||||
Name | Relationship | Salary | Commission/ | Other | Deferred | Sitting | Notice period | No. of | ||||||||||||||||||||||||||||
with other | Incentives | annual | benefits | fees | and Severance | stock options | ||||||||||||||||||||||||||||||
Directors | compensation* | payment | granted during | |||||||||||||||||||||||||||||||||
the year | ||||||||||||||||||||||||||||||||||||
Azim H. Premji
|
None | 2,333 | 17,648 | 2,743 | 3,091 | | Upto six months |
| ||||||||||||||||||||||||||||
Vivek Paul**
|
None | 20,065 | 51,717 | 519 | 3,009 | | Three months. For severance payment, see note below | 75,000 ADS Restricted Stock Units |
||||||||||||||||||||||||||||
Ashok Ganguly
|
None | | 800 | | | 8 | | | ||||||||||||||||||||||||||||
B.C. Prabhakar
|
None | | 400 | | | 32 | | | ||||||||||||||||||||||||||||
N. Vaghul
|
None | | 800 | | | 24 | | | ||||||||||||||||||||||||||||
P.M. Sinha
|
None | | 1,000 | | | 24 | | | ||||||||||||||||||||||||||||
Dr. Jagdish
N. Sheth **
|
None | | 1,125 | | | 8 | | | ||||||||||||||||||||||||||||
Prof. Eisuke
Sakakibara ***
|
None | | 1,800 | | | 4 | | | ||||||||||||||||||||||||||||
* | The above figure includes cost of rent free furnished residential accommodation or house rent allowance, leave travel concession, reimbursement of medical expenses, personal accident insurance, and fully maintained Company car with driver, interest subsidy on housing finance, gardener, watchman, electricity, servant and gratuity as per Company Policy. |
53
WIPRO LIMITED
|
||
Deferred benefits in the case of Mr. Vivek Paul were Companys contribution to Deferred
Compensation Plan. The Company has a Deferred Compensation Plan in place, and a Participant
Agreement with Mr. Vivek Paul. Contributions made by the Company under this Deferred
Compensation Plan are managed by an irrevocable Trust whose trustees are appointed by the
Company under a Trust Agreement. Wells Fargo NA., has been appointed as a Trustee of the
Trust. Company makes a contribution of 15% of the base salary to the Trust and the employee
is also eligible to contribute upto 15% of the base salary and upto 100% of the commission
under the Deferred Compensation Plan to the Trust. The Trust will make payouts upon
compliance with the conditions prescribed in the Plan and the
relevant agreements. Severance payment is payable to Mr. Vivek Paul subject to fulfillment of certain conditions. For further details, please refer to our disclosure in section titled Terms of Employment Arrangements and Indemnification Agreement in the Annual Report on Form 20F filed with Securities and Exchange Commission (SEC). |
||
** | Figures mentioned are rupee equivalent as amounts payable in USD. |
|
*** | Figures mentioned are rupee equivalent as amounts payable in Yen. |
V | GENERAL BODY MEETINGS | |||
A | Annual General Meetings (AGM) : | |||
The location and time of the last three AGMs are as follows : |
Year | Location | Date | Time | ||||||||
2001-02
|
Doddakannelli, Sarjapur Road, Bangalore | July 18, 2002 | 4.30 pm | ||||||||
2002-03
|
Doddakannelli, Sarjapur Road, Bangalore | July 17, 2003 | 4.30 pm | ||||||||
2003-04
|
Doddakannelli, Sarjapur Road, Bangalore | June 11, 2004 | 4.30 pm | ||||||||
Generally, all the resolutions in the Annual General Meeting are passed by show of hands. | ||||
Two Executive Directors and Three Independent Non-Executive Directors of the Company attended the Annual General Meeting held on June 11, 2004. | ||||
B | Details on Extraordinary General Meetings (EGM) | |||
No EGMs were held during the year. The date, location and time, of the last three EGMs held are as follows : |
Year | Location | Date | Time | ||||||||
1998-99
|
Ganesha Complex, Madiavala, Hosur Main, Bangalore | December 13, 1999 | 11.00 am | ||||||||
1999-00
|
Taj Residency, Bangalore | April 26, 2000 | 4.30 pm | ||||||||
2000-01
|
Doddakannelli, Sarjapur Road, Bangalore | July 19, 2001 | 5.30 pm | ||||||||
No special resolutions were put through postal ballot during the year. | ||||
VI | DISCLOSURES | |||
A | Disclosures on materially significant related party transactions that may have a potential conflict of interest with the interests of Company at large | |||
During the year 2004-05, no transactions of material nature had been entered into by the Company with the Promoters or Directors or Management, their subsidiaries or their relatives that may have a potential conflict with interest of the Company. | ||||
We have disclosed the related party transactions with the subsidiary companies in Note No .15 at Page No.89 of Annual Report. | ||||
B | Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years | |||
The Company has complied with the requirements of the Stock Exchange or SEBI on matters related to Capital Markets, as applicable from time to time. |
54
WIPRO LIMITED
|
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VII | MEANS OF COMMUNICATION | |||
A | The Companys Quarterly, Half yearly and Annual results as well as copies of the Press Releases and Company Presentations are displayed on the following web-sites at www.wiproindia.com and www.wipro.com/Investors. | |||
B | The financial results are published in the following newspapers: |
| The Business Standard | |||
| Kannada Prabha |
C | Management Discussion and Analysis Report | |||
The Company has provided a detailed Management Discussion and Analysis report in its Annual Report for the year 2004-05. Please refer pages 122 to 131 of the Annual Report. | ||||
VIII | GENERAL SHAREHOLDER INFORMATION | |||
A | Forthcoming AGM | |||
The next Annual General Meeting of the Company will be held on July 21, 2005 at 4.30 pm at the registered office of the Company at Doddakannelli, Sarjapur Road, Bangalore 560 035. | ||||
B | Financial Calendar for 2005-06 |
Tentative schedule | Likly Board Meeting Schedule | ||||
Financial reporting for the quarter ending June 30, 2005
|
Second fortnight of July 2005 | ||||
Financial reporting for the half-year ending September 30, 2005
|
Second fortnight of October 2005 | ||||
Financial reporting for the quarter ending December 31, 2005
|
Second fortnight of January 2006 | ||||
Financial reporting for the year ending March 31, 2006
|
Second fortnight of April 2006 | ||||
Annual General Meeting for the year ending March 31, 2006
|
Second fortnight of July 2006 | ||||
C | Book closure dates for the purpose of dividend | |||
The Companys register of members and share transfer books will remain closed from July 1, 2005 to July 11, 2005 (both days inclusive) to determine the entitlement of shareholders to receive the final dividend as may be declared for the year ended March 31, 2005. | ||||
D | Dividend payment | |||
Dividend on equity shares as recommended by the directors for the year ended March 31, 2005, when declared at the meeting, will be paid on or before August 20, 2005 : |
(i) | to those members whose names appear on the Companys register of members, after giving effect to all valid share transfers in physical form lodged with M/s. Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company on or before June 30, 2005. | |||
(ii) | In respect of shares held in electronic form, to those deemed memberswhose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the opening hours on July 1, 2005. |
E | Listing on Stock Exchanges | |||
Your Companys securities are listed on the following stock exchanges as of March 31, 2005 : |
Equity Shares | American Depository Receipts (ADRs) | ||||
The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street Mumbai 400 023 |
New York Stock Exchange 60 Wall Street New York |
||||
National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor, Plot No.C/1, G Block Bandra East, Mumbai 400 051 |
|||||
Listing fees for the year 2004-05 have been paid to the Indian Stock Exchanges and the listing fees to New York Stock Exchange for listing of ADRs has been paid for the calendar year 2005. |
55
WIPRO LIMITED
|
||
During the year, pursuant to the approval by the members of the Company at the last Annual General Meeting held on June 11, 2004, the Company has received approvals from the following stock exchanges and de-listed its equity shares from thesse exchanges. |
a. | Bangalore Stock Exchange Limited, Bangalore | |||
b. | Stock Exchange-Ahmedabad, Ahmedabad | |||
c. | Cochin Stock Exchange Limited, Cochin | |||
d. | Delhi Stock Exchange Association Limited, New Delhi |
The formalities for de-listing from the Calcutta Stock Exchange Association Limited have been duly completed and confirmation of de-listing is awaited from the Exchange. | ||||
F | Stock Code : |
Stock Exchange | Code | ||||
The Stock Exchange, Mumbai
|
Wipro | ||||
National Stock Exchange of India Ltd.
|
Wipro | ||||
New York Stock Exchange (ADRs)
|
WIT | ||||
ISIN number for equity shares
|
INE 075A01022 | ||||
ADR Cusip No.
|
97651M109 | ||||
G | Stock Market Data relating to equity shares listed in India | |||
Table 1 |
Month | Price in NSE | Volumes | S&P CNX Nifty | Wipro price | S&P CNX Nifty | ||||||||||||||||||||||||||||||||||||||||||
(2004-05) | during each | Traded | Index during | movement vis-a-vis | Index movement | ||||||||||||||||||||||||||||||||||||||||||
month (*) | Volumes | each month | previous month | vis-a-vis previous | |||||||||||||||||||||||||||||||||||||||||||
High/Low | months | ||||||||||||||||||||||||||||||||||||||||||||||
High | Low | High | Low | High % | Low % | High % | Low % | ||||||||||||||||||||||||||||||||||||||||
April |
558.30 | 442.30 | 9,415,191 | 1,912 | 1,771 | 109.11 | 98.22 | 100.68 | 106.05 | ||||||||||||||||||||||||||||||||||||||
May |
550.00 | 396.60 | 9,050,908 | 1,837 | 1,292 | 98.51 | 89.67 | 96.08 | 72.95 | ||||||||||||||||||||||||||||||||||||||
June |
570.00 | 476.00 | 13,843,862 | 1,567 | 1,438 | 103.64 | 120.02 | 83.30 | 111.30 | ||||||||||||||||||||||||||||||||||||||
July |
555.00 | 470.00 | 25,594,505 | 1,639 | 1,473 | 97.37 | 98.74 | 104.59 | 102.43 | ||||||||||||||||||||||||||||||||||||||
August |
585.00 | 527.00 | 31,593,473 | 1,659 | 1,574 | 105.41 | 112.13 | 101.22 | 106.86 | ||||||||||||||||||||||||||||||||||||||
September |
611.80 | 470.00 | 19,577,467 | 1,761 | 1,620 | 104.58 | 89.18 | 106.15 | 102.92 | ||||||||||||||||||||||||||||||||||||||
October |
728.00 | 593.10 | 19,669,191 | 1,829 | 1,738 | 118.99 | 126.19 | 103.86 | 107.28 | ||||||||||||||||||||||||||||||||||||||
November |
770.00 | 649.00 | 13,938,541 | 1,964 | 1,777 | 105.77 | 109.43 | 107.38 | 102.24 | ||||||||||||||||||||||||||||||||||||||
December |
774.80 | 733.00 | 13,905,784 | 2,088 | 1,945 | 100.62 | 112.94 | 106.31 | 109.45 | ||||||||||||||||||||||||||||||||||||||
January |
760.00 | 610.35 | 15,751,188 | 2,120 | 1,894 | 98.09 | 83.27 | 101.53 | 97.38 | ||||||||||||||||||||||||||||||||||||||
February |
728.00 | 661.90 | 11,012,290 | 2,110 | 2,037 | 95.79 | 108.45 | 99.53 | 107.55 | ||||||||||||||||||||||||||||||||||||||
March |
734.95 | 624.15 | 11,940,035 | 2,183 | 2,007 | 100.95 | 94.30 | 103.46 | 98.53 | ||||||||||||||||||||||||||||||||||||||
(*) | Price adjusted for 2 bonus shares for every 1 share made by the Company in June 2004. |
56
WIPRO LIMITED
|
||
Stock Market Data relating to American Depository Shares (ADS) | ||||
Table 2 |
Month (2004-05) | Wipro ADS price in | NYSE TMT Index during | Wipro ADS price | NYSE TMT Index | ||||||||||||||||||
NYSE during each | each month closing ($) | movement (%) | movement (%) | |||||||||||||||||||
Month closing ($) (*) | vis-a-vis previous | vis-a-vis previous | ||||||||||||||||||||
month closing | month closing | |||||||||||||||||||||
April |
14.35 | 5,393.80 | 102.16 | 103.02 | ||||||||||||||||||
May |
14.80 | 5,049.30 | 103.14 | 93.61 | ||||||||||||||||||
June |
15.57 | 5,043.80 | 105.20 | 99.89 | ||||||||||||||||||
July |
15.51 | 4,925.50 | 99.61 | 97.65 | ||||||||||||||||||
August |
17.21 | 4,716.00 | 110.96 | 95.75 | ||||||||||||||||||
September |
18.89 | 4,827.30 | 109.76 | 102.36 | ||||||||||||||||||
October |
21.33 | 5,012.70 | 112.92 | 103.84 | ||||||||||||||||||
November |
24.45 | 5,320.00 | 114.63 | 106.10 | ||||||||||||||||||
December |
24.65 | 5,458.00 | 100.82 | 102.60 | ||||||||||||||||||
January |
22.00 | 5,423.80 | 89.25 | 99.40 | ||||||||||||||||||
February |
21.74 | 5,311.30 | 98.82 | 97.90 | ||||||||||||||||||
March |
20.41 | 5,298.60 | 93.88 | 99.80 | ||||||||||||||||||
(*) | Price adjusted for 2:1 stock dividend made by the Company in June 2004. |
57
WIPRO LIMITED
|
||
Table 3 | ||||
ADS Premium movement during the year 2004-05 |
58
WIPRO LIMITED
|
||
H | Registrar and Share Transfer Agents | |||
The Board has delegated the power of share transfer to Registrar and Share Transfer Agents for processing of share transfers to Karvy Computershare Pvt. Ltd. Their complete address is as follows: | ||||
Karvy Computershare Pvt. Ltd. 51/2, Vanivilas Road T K N Complex Basavangudi Bangalore |
||||
Tel : 080 - 2661 3400 080 - 2662 1192 / 93 Fax : 080 - 2662 1169 Email : kannans@karvy.com |
||||
The turnaround time for completion of transfer of shares in physical form is generally less than 7 days from the date of receipt, if the documents are clear in all respects. We have internally fixed turnaround times for closing the queries/complaints received from the shareholders. | ||||
I | ADS Depository & Custodian | |||
The Depository for our ADS is JP Morgan Chase Bank, USA. Their address is : | ||||
JP Morgan Chase Bank 4 New York Plaza, Floor 13 New York, NY 10004 Tel: 001-(212) 623 0432 Fax: 001-(212) 623 0079 |
||||
The Custodian for our ADS in India is ICICI Bank Limited. Their complete address is : | ||||
ICICI Bank Limited Bandra Kurla Complex Bandra East Mumbai 400 051 Tel: 91-22-26531414 Fax: 91-22-26531165 |
||||
J | Distribution of Shareholding: |
March 31, 2005 | March 31, 2004 | |||||||||||||||||||||||||||||||||||||||||
No. of | % to | No. of | % to | |||||||||||||||||||||||||||||||||||||||
share- | share- | No. of | % to total | share- | share- | No. of | % to total | |||||||||||||||||||||||||||||||||||
Category | holders | holders | shares | equity | holders | holders | shares | equity | ||||||||||||||||||||||||||||||||||
0-500 |
93,674 | 95.39 | 4,601,710 | 0.65 | 47,046 | 95.96 | 1,459,951 | 0.63 | ||||||||||||||||||||||||||||||||||
501-1000 |
1,585 | 1.61 | 1,150,478 | 0.16 | 739 | 1.51 | 562,373 | 0.24 | ||||||||||||||||||||||||||||||||||
1001-2000 |
1,068 | 1.08 | 1,546,669 | 0.22 | 471 | 0.96 | 682,984 | 0.29 | ||||||||||||||||||||||||||||||||||
2001-3000 |
512 | 0.52 | 1,293,547 | 0.18 | 181 | 0.37 | 474,122 | 0.20 | ||||||||||||||||||||||||||||||||||
3001-4000 |
223 | 0.23 | 782,804 | 0.11 | 80 | 0.16 | 286,936 | 0.12 | ||||||||||||||||||||||||||||||||||
4001-5000 |
169 | 0.17 | 762,235 | 0.11 | 57 | 0.12 | 260,681 | 0.11 | ||||||||||||||||||||||||||||||||||
5001-10000 |
323 | 0.33 | 2,292,145 | 0.33 | 131 | 0.27 | 946,412 | 0.41 | ||||||||||||||||||||||||||||||||||
10001-50000 |
377 | 0.39 | 8,452,888 | 1.20 | 205 | 0.42 | 4,489,817 | 1.93 | ||||||||||||||||||||||||||||||||||
50001-100000 |
93 | 0.09 | 6,464,447 | 0.92 | 39 | 0.07 | 2,827,997 | 1.21 | ||||||||||||||||||||||||||||||||||
100001-5000000 |
157 | 0.17 | 82,025,252 | 11.66 | 69 | 0.14 | 26,094,269 | 11.22 | ||||||||||||||||||||||||||||||||||
Above 5000001 |
17 | 0.02 | 594,198,347 | 84.46 | 7 | 0.02 | 194,673,610 | 83.64 | ||||||||||||||||||||||||||||||||||
Total |
98,198 | 100.00 | 703,570,522 | 100.00 | 49,025 | 100 | 232,759,152 | 100 | ||||||||||||||||||||||||||||||||||
Note: The above figures for 2005 reflect the issue of bonus shares made by the Company in the ratio 2:1 in June 2004.
59
WIPRO LIMITED
|
||
K Categories of Shareholders |
March 31, 2005 | March 31, 2004 | ||||||||||||||||||||||||
No. of | % of | No. of | % of | ||||||||||||||||||||||
Category | Shares held | Holding | Shares held | Holding | |||||||||||||||||||||
A
|
PROMOTERS HOLDING | ||||||||||||||||||||||||
Promoters | |||||||||||||||||||||||||
Indian Promoters | |||||||||||||||||||||||||
Promoter in his capacity as partner of Partnership Firms | 487,760,400 | 69.33 | 162,586,800 | 69.85 | |||||||||||||||||||||
Promoter in his capacity as director of Private Limited companies | 68,238,900 | 9.70 | 22,746,300 | 9.77 | |||||||||||||||||||||
Promoter in his individual capacity | 28,021,530 | 3.98 | 9,340,510 | 4.10 | |||||||||||||||||||||
Promoter Directors Relatives | 717,300 | 0.10 | 239,100 | 0.01 | |||||||||||||||||||||
Foreign Promoters | Nil | Nil | |||||||||||||||||||||||
Persons acting in concert | Nil | Nil | |||||||||||||||||||||||
Sub-total | 584,738,130 | 83.11 | 194,912,710 | 83.73 | |||||||||||||||||||||
B
|
NON PROMOTER HOLDING INSTITUTIONAL INVESTORS | ||||||||||||||||||||||||
Mutual funds and UTI | 2,838,324 | 0.40 | 2,507,669 | 1.08 | |||||||||||||||||||||
Banks, Financial Institutions, Insurance Companies (Central/ State Government Institutions/ Non Government Institutions) | 7,104,093 | 1.01 | 2,521,761 | 1.08 | |||||||||||||||||||||
FIIS | 26,765,230 | 3.81 | 5,889,703 | 2.53 | |||||||||||||||||||||
Sub-total | 36,707,647 | 5.22 | 10,919,133 | 4.69 | |||||||||||||||||||||
C
|
OTHERS | ||||||||||||||||||||||||
Private Corporate Bodies | 12,243,732 | 1.74 | 4,135,547 | 1.78 | |||||||||||||||||||||
Indian Public | 48,184,857 | 6.86 | 15,424,107 | 6.63 | |||||||||||||||||||||
NRIs | 7,344,547 | 1.04 | 2,631,291 | 1.13 | |||||||||||||||||||||
Directors and Relatives | 26,700 | 0.00 | 176,850 | 0.08 | |||||||||||||||||||||
Trusts | 4,036,484 | 0.57 | 1,351,401 | 0.58 | |||||||||||||||||||||
ADRs | 10,288,425 | 1.46 | 3,208,113 | 1.38 | |||||||||||||||||||||
Sub-total | 82,124,745 | 11.67 | 26,927,309 | 11.58 | |||||||||||||||||||||
GRAND TOTAL (A+B+C) | 703,570,522 | 100.00 | 232,759,152 | 100.00 | |||||||||||||||||||||
* | The above figures for 2005 are after considering the effect of the issue of bonus shares made by the Company in the ratio 2:1 in June 2004. |
L | Dematerialisation of Shares and Liquidity | |||
Over 96% of outstanding equity has been dematerialised upto March 31, 2005. | ||||
M | Outstanding convertible instruments | |||
As of March 31, 2005, there are no outstanding convertible instruments |
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WIPRO LIMITED
N | Outstanding ADRs as of March 31, 2005 | |||
Outstanding ADRs as of March 31, 2005 is : 10,288,425. Each ADR represents one underlying Equity Share. | ||||
O | Plant locations | |||
a. | The addresses of the Companys Software Development Facilities are located at : |
Sl. No. | Address | |||||||
1
|
S B Towers, 88, M G Road | Bangalore 560 001 | ||||||
2
|
Information Technology Park, Whitefield | Bangalore 560 066 | ||||||
3
|
8, 7th Main Block, Koramangala | Bangalore 560 095 | ||||||
4
|
K-312, Koramangala Industrial Layout V Block, Koramangala |
Bangalore 560 095 | ||||||
5
|
271-271A, Sri Ganesh Complex Hosur Main Road, Madiwala I |
Bangalore 560 068 | ||||||
6
|
26, Sri Chamundi Complex, Madiwala II, Bommanahalli, Hosur Main Road | Bangalore 560 068 | ||||||
7
|
No.1, 2, 3, 4 and 54/1, Survey No. 201/C, Madiwala III | Bangalore 560 068 | ||||||
8
|
No.1, 2, 3, 4 and 54/1, Survey No. 201/C, Madiwala III (Research & Development) | Bangalore 560 068 | ||||||
9
|
No.1, 2, 3, 4 and 54/3, Survey No. 201/C, Madiwala IV, | Bangalore | ||||||
10
|
Sigma Infotech Park, Whitefield | Bangalore | ||||||
11
|
Electronics City 1 No. 72, Keonics Electronic City, Hosur Road | Bangalore 561 229 | ||||||
12
|
Electronics City II, Tower IV, No. 72, Keonics Electronic City, Hosur Road | Bangalore 561 229 | ||||||
13
|
No.92, 2nd Main Road, KEONICS Electronic City SIRI | Bangalore 561 229 | ||||||
14
|
S.No.70/1, 2, 3, 4 (P) & 84/1, 2, 3, 4 (P) Doddathogur Village, Begur Hobli, Bangalore | Bangalore 561 229 | ||||||
15
|
3rd Floor, Ahmed Plaza, No. 38/1&2, Bertenna Agrahara, Hosur Main Road | Bangalore | ||||||
16
|
608-610, Carlton Towers, No. 1 Airport Road | Bangalore 560 001 | ||||||
17
|
111, Mount Road, Guindy | Chennai 600 032 | ||||||
18
|
475A, Shollinganallur, Old Mahabalipuram Road (CDC-III) | Chennai 600 019 | ||||||
19
|
Infotech Park, SDF Building, 4th Floor, Kusumagiri, Kakkanad | Cochin | ||||||
20
|
1-8-448, Lakshmi Buildings, S.P. Road, Begumpet | Secunderabad 500 016 | ||||||
21
|
Survey Nos. 64, Serilingampali Mandal, Madhapur | Hyderabad 500 033 | ||||||
22
|
Queens Plaza, S.P. Road, | Hyderabad 500 033 | ||||||
23
|
S.No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District | Hyderabad | ||||||
24
|
Plot No.2, MIDC, Infotech Park, Hingewadi | Pune 411 027 | ||||||
25
|
Plot No.27/28, Phase IV, Udyog Vihar | Gurgaon 122 016 | ||||||
26
|
146/147, Mettagalli Industrial Area, Mettagalli | Mysore | ||||||
27
|
Plot No 281,Phase II, Udyog Vihar, Gurgaon, | Haryana 122 106 | ||||||
28
|
Top Floor, Kings Court, 185, Kings Road Reading RG 14 EX, | United Kingdom | ||||||
29
|
Chrysler Building, 6th Floor, 1 Riverside Drive West | Windsor ONN5A5K4, Canada | ||||||
30
|
Web Campus, Kaistrasse, 101 Kiel 24114 | Germany | ||||||
31
|
Haninge Stockholm | Sweden | ||||||
32
|
Room No.1064, Hatapankatu 1 (Kulma-Sarvis) Tampere | Finland | ||||||
61
WIPRO LIMITED
b. | The Companys manufacturing facilities are located at: |
Sl. No. | Address | City | ||||||
1
|
P O Box No.12, Dist. Jalgaon | Amalner 425 401 | ||||||
2
|
L-8, MIDC, Waluj | Aurangabad 431 136 | ||||||
3
|
105, Hootagalli Industrial Area | Mysore 571 186 | ||||||
4
|
A-28, Thattanchavady Industrial Estate | Pondicherry 560 058 | ||||||
5
|
120/1, Vellancheri, | Guduvanchery 603 202 | ||||||
6
|
Plot No.4, Anthrasanahalli Industrial Area | Tumkur 572 106 | ||||||
7
|
Baddi Industrial Area, Baddi | Himachal Pradesh | ||||||
P | Address for correspondence | |||
The address for correspondence : Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore 560 035, Karnataka, India. | ||||
Shareholders/ADR holders can contact the following officials for Company Secretarial matters relating to the Company. |
Name | Telephone Number | Email id | Fax No. | ||||||||
V. Ramachandran
|
91-080-28440011-Extn 6185 | ||||||||||
91-080-28440229 (Direct) | ramachandran.venkatesan@wipro.com | 91-080-28440051 | |||||||||
G. Kothandaraman
|
91-080-28440011 Extn 6183 | ||||||||||
91-080-28440078 (Direct) | kothandaraman.gopal@wipro.com | 91-080-28440051 | |||||||||
As regards financial matters relating to the Company, investors/analysts can contact the following officials:
Name | Telephone Number | Email id | Fax No. | ||||||||
K.R. Lakshminarayana
|
91-080-28440011-Extn 6186 | lakshminarayana.lan@wipro.com | 91-080-28440051 | ||||||||
91-080-28440079 (Direct) | |||||||||||
R. Sridhar
|
001 408 242 6285 | sridhar.ramasubbu@wipro.com | 650 316 3467 | ||||||||
Q | Awards and Rating | |||
During the year 2004-05, Company has been awarded the National Award for Excellence in Corporate Governance for the year 2004 by the Institute of the Company Secretaries of India, New Delhi. | ||||
The Company has been assigned the highest rating of Shareholder Value Creation and Governance Rating 1 (called SVG 1), by ICRA Limited, a rating agency in India being an associate of Moodys. |
62
WIPRO LIMITED
IX | OTHER INFORMATION | |||
A | Share capital history since 1946 | |||
History of IPO/Private placement/Bonus issues/Stock split/Allotment of shares pursuant to exercise of stock options |
Type of | Year of | Ratio | Face Value | Shares Allotted | No. of | Total paid up | |||||||||||||||||||||||||||
Issue | Issue | of Shares | Shares | Capital | |||||||||||||||||||||||||||||
(Rs.) | Total | (Cumulative) | |||||||||||||||||||||||||||||||
(Cumulative) | (Rs.) | ||||||||||||||||||||||||||||||||
No. | Nominal Value |
||||||||||||||||||||||||||||||||
IPO | 1946 | 100/- | 17,000 | 1,700,000 | 17,000 | 1,700,000 | |||||||||||||||||||||||||||
Bonus issue | 1971 | 100/- | 5,667 | 566,700 | 22,667 | 2,266,700 | |||||||||||||||||||||||||||
Bonus issue | 1980 | 1:1 | 100/- | 22,667 | 2,266,700 | 45,334 | 4,533,400 | ||||||||||||||||||||||||||
Bonus issue | 1985 | 1:1 | 100/- | 45,334 | 4,533,400 | 90,668 | 9,066,800 | ||||||||||||||||||||||||||
Private Placement | 1985 | 100/- | 1,500 | 4,683,400 | 92,168 | 9,216,800 | |||||||||||||||||||||||||||
Bonus issue | 1987 | 1:1 | 100/- | 92,168 | 9,216,800 | 184,336 | 18,433,600 | ||||||||||||||||||||||||||
Stock split |