Wipro Annual Report 2010-11 Final

Wipro for
tomorrow
ANNUAL REPORT 2010-11
WI PRO LI MI TED
Inside
Certain statements in this Annual Report are based on
management's current expectations & forecasts and
may be considered as forward-looking statements.
There are a number of risks, uncertainties and other
factors that could cause actual results to be materially
different from management's current expectations
and forecasts.
Wipro for Tomorrow 1
Key Performance Indicators 12
Wipro in Brief 14
Message from the Chairman 16
Interview with the CEO - IT Business 18
Message from the CFO 20
Message from the President - CCLG 22
Message from the President - WIN 24
Board of Directors 26
Corporate Executive Council 29
Management Discussion & Analysis 32
Directors Report 49
Corporate Governance Report 63
Standalone Financial Statements 94
Consolidated Financial Statements 131
Consolidated Financial Statements Under IFRS 165
Glossary 208
This Annual Report is printed on
100% recycled paper as certified by the UK-
based National Association of Paper Merchants
(NAPM) and France - based Association des
Producteurs et des Utilisateurs des papiers et
cartons Recycles (APUR).
Wipro for
tomorrow
The realm of Information Technology (IT) is a fast changing one.
IT is setting the pace at which the world around us is changing.
Technology is now everywhere. This has an impact on the
society as well as businesses.
st
At the turn of the first decade of the 21 century, challenges and
opportunities facing the customers and consumers of IT have
become very different to what they were a decade ago or even
a year ago. The world of tomorrow is one where uncertainty
and fierce global micro-competition is going to be the norm.
Rightly so, the world is looking up to IT more than ever before.
Innovation has shifted from the core to the edge of the
enterprise. The rise of themes like analytics, mobility and cloud
as-a-service have redefined the current IT outsourcing space,
while the future will see newer technologies such as
Machine-to-Machine (M2M) and Natural User Interface (NUI)
fast becoming mainstream.
For us at Wipro, this presents opportunities galore, which we
believe, we are uniquely positioned to address. Therefore, we
are investing significantly in areas that have potential to
transform business models and operations both on short term
and long term basis.
As IT increasingly becomes a catalyst for global economic
growth, we are also recasting our growth framework to evolve
into a leaner, simpler and nimbler Wipro one that delivers
more value to every single stakeholder of the business.
The Wipro of Tomorrow is being built on the pillars of:
1. Sharp customer focus: Build stronger relationships based
on our superior performance track record and the effective
use of technology to provide the business impact.
2. Driving domain and technology benefits: Provide impact
for our customers to help them optimize resource
performance and win in their markets. We have now doubled
our solution investments and linked it even more closely to
our clients need.
3. Employee focus: Provide enriching career opportunities
by building their soft skills and deepening their technical
capabilities. More importantly, make Wipro a fun place
to work.
Wipro Limited 01
a simpler
Wipro:
Annual Report 2010-11 02
What we are today is what we dreamt of yesterday. All these
years, we have grown in size, scale, spread and even
complexity but with a firm belief that simplicity in structure
is easy to manage. Based on which we are re-organizing
ourselves to create superior business impact and stay ahead
in the value creation curve.
The fast changing world around us calls for a lean structure,
which balances the nimbleness of a flat, dynamic and
customer-centric organization with the operational efficiencies
of a large functional organization. We are transforming to
become more agile and bold yet simpler in structure and
approach.
In line with this, we introduced strategic changes in our
structure across four key dimensions Strategic Business Units
(SBUs), Service Lines, Go-to-Market and Global Delivery
Organization in the last quarter of fiscal year 2010-11. We have
for staying ahead
of the curve.
migrated to a simplified industry-domain led structure
where Client relationship, Delivery, Revenue and Profitability
are now aligned more closely with Strategic Business Units
(SBUs). This industry-domain led structure allows the SBUs to
stay focused on the opportunities, challenges and the
emerging trends in their respective domain.
The consolidation of SBUs has been driven by considerations
around sharper definitions of industry value chain and
changes in the momentum of industry sectors. Service lines
traditionally have been our key growth engines; hence we have
created a structure which will strengthen their ability to simplify
and variabalize IT for our customers. We have re-aligned our
sales structure to the needs of the customers with the focus
on superior client mining, acquiring newer must have
customers and supporting them with enhanced investments in
business solutions and consulting. Our delivery organizations
have been more aligned to servicing our customers more
innovatively through competency building, better supply
chain processes and increasing scale of our strategic
near-shore centers.
The change challenges the way we have been approaching
business in the past. This will encourage us to put more thought
into how we can collaborate better in order to organizationally
maximize and not just locally optimize.
Wipro Limited 03
a customer
centric
Wipro:
The drivers of IT decision making are shifting drastically,
in line with trends in the global economy. IT spending is
now under a magnifying lens and the priority across the board
is towards change the business to be more relevant for
customers of tomorrow.
In this context, our idea of Wipro for tomorrow is to be the
`go-to-company' for the Global 2000 enterprises. With the client
at the core, we have re-designed our value proposition and
capabilities to address their needs.
We are geared to deepen our engagement with these
enterprises through a consulting-led domain approach to the
business. We are intensifying our relationship with them
through a Client Engagement Manager (CEM) model. The CEM
has single point accountability, which enables swift and
impeccable execution. The CEM structure aligns the three
pillars of each account the Consulting Partner, Delivery
to bring
transformational results.
Manager and the Chief Architect to be jointly oriented
around the success of our customers. This would result in
better customer satisfaction, resulting in improved revenues
and profitability.
Wipro believes in co-creating our value proposition along with
clients to bring in transformational change. This belief takes
forward our stance that the fundamental business practice in
this new millennium will be multiple entities working together
as one value chain to create superior flexibility, productivity and
financial performance.
Keeping in line with the macro and micro changes taking
place, we have developed several business models to help
st
achieve this. Among them is the 21 Century Inc model, which
comprises of technology innovation, lean optimization,
asset evaluation and next generation partnering to define
a `designed by purpose operating model for clients, and
Wipros IT360, which is a holistic framework to define,
measure and communicate the business value of IT.
Our future growth will be centered around helping clients
do business better. The focus is on driving innovation, enable
newer revenue streams, variabalize cost of IT for them and
help them be more sustainable.
Wipro Limited 05
a focused
Wipro:
For an organization of over 120,000 employees operating in
50 plus countries, the landscape of opportunity is diverse.
In every market segment, there are mature, emerging
and potential opportunities. In order to mine this landscape
better, we have adopted a differentiated approach to growth
and investments.
Our differentiated approach aims to take advantage of
growth hot spots across industry segments and geographies.
Accordingly, we have renewed our focus on certain under
penetrated markets that clearly have huge potential; for
example France and Germany in Europe, and certain emerging
markets where we could take a leadership position like
Asia Pacific and India, LATAM, Middle East and certain
African markets.
On the industry front, we endeavour to invest disproportionately
in growth leading segments such as Banking, Financial Services,
to mine growth
hot spots better.
Insurance, Healthcare, Energy and Utility, Retail and CPG.
Acquisitions will continue to play a key part in strengthening
our domain and technology capabilities, driving increased
market penetration and broadening the depth and breadth of
our service portfolio.
We, have made several strategic investments strengthening our
sales and marketing prowess. We are taking an integrated
marketing approach. Under this approach marketing teams
have the ability to spearhead messages and perception
across all our client touch points. We are also making
investments in sales enablement and have automated the
access to information on market segments, market intelligence,
account planning and various aspects of account operations.
Wipro Limited 07
an
empowered
Wipro:
to optimize the
human potential.
At Wipro, human capital has always been the most valuable
asset of our organization. People form the central nervous
system of Wipro and its growth and evolution is attributed
to them. Rightly then, the leadership team devotes
a substantial focus in developing and furthering the
intellectual potential of our people. With an aim to build
the best-in-class global leadership, we nurture our talent
with compassion and confidence. We provide our people
a transparent and level-playing work environment that
fosters the culture of collaborative working, meritocracy and
on-the-job career progression.
Our investments in the intellectual capital are aimed at
empowering employees to create positive customer impact.
For the journey of simplification in the organization structure
to be complete, it is critical that the customer facing employees
are empowered to enable quicker decision making.
As we give shape to an empowered Wiproite, we went a
step closer to involve our people through Voice of Wipro
an employee perception survey in which they were invited
to design the change they wanted. Of the major improvement
areas, as identified from the survey, each Business Unit Head
(BUH) adopted one of them. The BUHs further invited
employees to volunteer for Action Teams to design and
implement improvement plans. 74 members for these
Action Teams were chosen from over 2,000 aspirants.
The chosen members engaged a wider set of employees
in devising improvement action plans. The Action Teams
have rolled out several changes, which are showing early
signs of positive impacts.
Being in an industry that is prone to higher attrition, we
continued to nurture our talent pool during the year and
further intensified our employee engagement initiatives.
We strengthened the channels of communication and
employees connect with the senior leadership team.
A slew of initiatives were also introduced towards improvement
in the induction process, re-skilling, managing performance,
seeking feedback from the employees, succession planning,
innovative recognition processes and continued employee
engagement.
We also rolled out our new Performance Management System
(PMS) during the year with an aim to provide enhanced
transparency and visibility in employee evaluation process.
The new PMS gives equal importance to the goals achieved
as well as the competencies displayed. This revision in the
PMS has led to a visible and positive differentiation in
performance levels. This will further the One Wipro strategy
and theme to drive our growth in multiple market segments.
Wipro Limited 09
a sustainable
Wipro:
our freshwater consumption and have set ourselves a goal
to improve our water efficiency by 5% every year. 76% of our
waste gets recycled through our partners and our goal is that
by 2013 no more than 5% should end up in landfills.
At Wipro, we believe that the education system in India
must improve to deliver high quality equitable education to all.
As a responsible organization, we have resolved to make our
contribution by initiating educational programs which are
focused on improving the quality of education. Wipro Applying
Thought in Schools is one such initiative that works on systemic
reform in school education. It has worked with over 700 plus
schools. It endeavors to support and help with capability
building of partner organization working in the education
sector. Our partner network today has 19 committed
organizations and we are working relentlessly to grow it further.
Our second program on improving the quality of education,
Mission10X, was launched with a vision to enhance the
employability skills of engineering graduates. Over the last
3 years, we have worked with over 12,500 faculty members
in 900 plus Engineering institutions across 23 different states
in India.
Wipro Cares, an initiative aimed at community development,
made operational three healthcare projects that together
to conserve the
ecology for tomorrow.
At Wipro, sustainable development is integral to what we do.
Our commitment to sustainable development is reflected
in our ambitious targets to reduce consumption footprints in
energy, water and waste. Our green computing business, that
st
won the coveted 1 rank in Greenpeace Green Electronics
Rating for demonstrating product responsibility, reflects this
commitment. Our internal journey on sustainability helped
us incubate the eco energy business to help customers
become more sustainable.
The energy efficiency of our operations has shown a cumulative
improvement of 20% over a six-year period from 2004 to 2010.
As a result of early investments in green building design
(with LEED standards), 16 of our campuses are LEED certified
today. Our energy efficiency initiatives have helped save
15 million units of electricity in the fiscal year 2009-10 alone.
In our campuses in India, on an average, we recycle 32% of
support health clinics in 25 plus villages catering to the
out-patient needs of over 25,000 patients annually. Through
Parivartan, the teacher training centre run by Door Step School,
100 new teachers were trained and refresher trainings were
organized. These teachers in turn have reached out to the
90 plus schools at construction sites in Pune, Maharashtra
there by supporting 10,000 plus children of migrant laborers.
Under the Karnataka Floods Project, Wipro Cares has
undertaken construction of 600 houses in the areas affected.
Responsible Investing is an emerging trend which incorporates
environmental, social and governance factors in addition to
economic factors. On the parameter of Responsible Investing,
Wipro was rated Prime, the highest possible in the industry
segment and 2nd in the World in IT service companies
by Oekom. We were amongst only 3 companies based out
of India that made it to the Dow Jones Sustainability Index
for 2010 while on carbon footprint reduction front, we were
rated No. 1 in the Carbon Disclosure Leadership Index (India)
in 2010 by the Carbon Disclosure Project.
Wipro Limited 11
Performance for the year Mar-10 Mar-09
Revenue ( Mn) 271,574 255,338
Profit before Depreciation, Ammortisation,
Interest and Tax (R Mn) 59,675 50,248
Profit Before Interest and Tax (R Mn) 51,844 43,300
Effective Tax rate (%) 16.8 13.4
Profit After Tax (R Mn) 46,116 38,860
Free cash flow generation (R Mn) 38,367 19,353
Return on Average Networth (%) 27 28
Return on average Capital Employed (%) 22 23
Per Share Data*
EPS - Basic (R) 18.91 15.99
EPS - Diluted (R) 18.75 15.90
Book Value (R) 80 60
Dividend Per Share (R) 3.6 2.4
Financial position
Share Capital (R Mn) 2,936 2,930
Networth (R Mn) 196,549 147,381
Total Debt (R Mn) 62,511 56,892
Property Plant & Equipment including
Intangible assets (RMn) 57,469 53,287
Cash and Investments (R Mn) 105,348 69,660
Goodwill (R Mn) 53,802 56,143
Net Current Assets (R Mn) 103,668 68,735
Capital Employed (R Mn) 259,063 204,272
Shareholding related
Shareholders (Nos.) 179,438 228,456
Market price of shares** (R) - adjusted for bonus 424 148
Ratios
Dividend Distribution Ratio (%) 22 18
Current Ratio (Times) 2.5 1.9
Days Sales Outstanding (Days) 66 69
Return on Invested Capital (%) 36 35
Operating Cashflow to PBIT (%) 98 83
Mar-11
310,987
65,879
57,668
15.4
53,321
28,226
24
21
21.74
21.61
98
6.0
4,908
240,371
52,802
58,645
114,663
54,818
122,029
293,176
220,238
480
32
2.6
67
35
70
R
Note: All figures above are based on IFRS Consolidated Financial Statements
* All per share data is shown adjusted to bonus
** Market price of shares is based on closing price in NSE as on March 31
key performance
indicators
IT Services 234,850
IT Products 36,910
Consumer Care & 27,258
Lighting
Others including 11,969
reconciling items
75.5%
11.9%
8.8%
IT Services 53,407
IT Products 1,609
Lighting
Others including -798
reconciling items
-1.4%
6.0 %
2.8 %
92.6 %
38.8 %
53.5 %
7.7%
IT Services & Products 147,654
Lighting
Others including 107,304
reconciling items
3.8%
Revenue by Segments
2010-11 (R Mn)
PBIT by Segments
2010-11 (R Mn)
Average Capital Employed by Segments
2010-11 (R Mn)
MAR-09 MAR-10 MAR-11
Revenue - IT Services ($ Mn)
No. of Employees - IT Services
Market Capitalization (R Bn)
Revenue (R Mn)
MAR-09 MAR-10 MAR-11 MAR-09 MAR-10 MAR-11
Dividend (R Mn)
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Wipro Limited 13
Wipro
in brief
Who we are:
We are USD 7 billion Indian enterprise with a market
captilization of over USD 26 billion. Headquartered at
Bengaluru, India, we operate 50 plus offices and Centers of
Excellence in over 54 countries across the globe. We employ
over 120,000 professionals and serve over 900 corporations
including a number of Fortune 500 customers. Our solutions
enable our clients to deploy new products faster, enter new
markets, gain better customer insight and reduce operational
costs. As a corporation with conscience, we are actively working
to uplift the quality of school education as well as the standards
of engineering education in India.
What drives us:
Vision:
To be among the Top 10 Global IT and Business Process
Outsourcing (BPO) service companies.
Mission:
Be a trusted partner to our clients by providing
transformation and System Integration (SI) services
Achieve thought leadership in emerging technology areas
Be perceived as a leader by relevant stakeholders
among global IT service and BPO providers
Values:
The values on which Wipro is built are called 'The Spirit of Wipro'.
These values are the guiding principles for the culture and
behavior at Wipro. They bind us together and inspire us to
achieve excellence in whatever we do. Our values are:
Intensity to win
- Make customers successful
- Team, innovate, excel
Act with sensitivity
- Respect for the individual
- Thoughtful and responsible
Unyielding integrity
- Delivering on commitments
- Honesty and fairness in action
What we do:
Our IT Services business offers a wide range of software
solutions, IT consulting, BPO services and outsourced research
and development services to the worlds leading companies.
We help our clients realize their business objectives. Our
delivery teams located in India and around the world develop
and integrate customized solutions for our clients.
Our IT Products business provides a range of products
encompassing computing, storage, networking, security, and
software products. Our focus is primarily on meeting the
requirements for our customers in India and the Middle East
region.
In our Consumer Care and Lighting business, we focus on niche
profitable market segments addressing the personal care and
lighting solutions needs of consumers in specific geographies
of Asia, Middle East and Africa. In India, we also service the office
solutions space for lighting and furniture.
Our other businesses include Wipro Infrastructure Engineering,
the worlds third largest manufacturer of hydraulic cylinders and
Wipro EcoEnergy which provides sustainable alternatives for
energy generation, distribution and intelligent consumption.
Wipro Limited 15
Message
from the
Chairman
Dear Stakeholders,
Information Technology (IT) continues to change at a
rapid pace. It also continues to be an important catalyst
for economic growth. This is what we have seen in all our
markets: through the global downturn and the recovery.
Underlying this phenomenon is one central unchanged fact,
that organizations increasingly use technology to innovate,
to build and to retain competitive advantage. IT has become
embedded competitive advantage.
We see this embedded nature of IT in transforming supply
chains and operations, in completely new business models,
in work style changes, for opening up new global markets
for expansion and in doing all the mundane work
dramatically better.
The IT of today is the convergence of communication, of the
new Internet, of data management, of services and of the
original IT. This convergence continues to help in redefining
commerce and in changing society.
I feel that IT will continue to realize unforeseen potential.
As much as IT will continue to be at the core of competitive
advantage for businesses, it will also be a force for giving the
power of information and connectedness to all. This has the
potential to help change the face of governance and outcomes
in all spheres: political, environmental, social and commercial -
leading to a more equitable and sustainable world.
Which is why I see IT as a global force for a better tomorrow;
and which is why I am unrelentingly optimistic about the future
of IT. It is this optimism that made us select the theme for our
Annual Report this year Wipro for Tomorrow.
For this tomorrow, for this unfolding future, a key part of our
preparation is to continually build a leaner, quicker and more
focused Wipro. A simpler organization structure is a significant
enabler of this. Today we have a simpler Wipro, driven by some
significant structural changes, including the appointment of
T K Kurien as the CEO of our IT Business.
In the fiscal year of this Annual Report, we scaled a few
significant landmarks: we crossed $5 billion revenues in our
IT Services business and crossed R50 billion in profits. However,
given the market opportunities, I think we could have done
better on growth and profits. The current year is a year when
we are repositioning Wipro to maximize on emerging
opportunities, on a sustainable basis and for the long term.
Our energetic leadership, engaged team-members and robust
systems will enable this growth in the visibly conducive
business environment. The future is exciting; doubly so
because Wipro is prepared for it. I would like to thank each
and every one of our customers, employees, shareholders
and partners for their continued support in building
Wipro for this exciting future.
Azim H. Premji
Chairman
Wipro Limited 17
Interview
with the
CEO
(IT Business)
What is your view on Wipro for Tomorrow?
I see a simple, lean and focused Wipro that is both customer
centric and employee-empowered. I see employees enthused
with brilliant ideas engaged in helping our customers achieve
their goals in a quicker and more effective manner. I also
believe Wipro will be a globally responsible business that
promotes sustainability to create a better tomorrow for all
of us and our successors.
Why the focus on a Simpler Wipro?
The business environment is rapidly changing. Business cycles
are becoming shorter and customers want quick response to
remain ahead of the curve. Successful partners have to realize
this and be in sync. Customers will not wait excruciating periods
of time for vendors to respond. We need to appreciate this fact
and align ourselves to the global business environment.
Creating a portfolio of proactive solutions to every customers
need is important. But more important is the need to quickly
respond to the customers requests with our solutions.
This rapid response needs a simpler Wipro that both the
customers know and our employees understand.
Why a Focused Wipro?
I expect to see divergence in growth potential across verticals
and geographies. It is important that we identify the growth
areas of tomorrow and invest with razor-sharp focus.
Our investments will be disproportionately skewed towards our
verticals and geographies with stronger growth prospects.
Our customer centric approach would lead to investments in
anticipation of changing needs of our customers. We are
focused on a strong client engagement model to deepen
our relationship with customers. Without this focus we cannot
be leaders.
What is the change in your approach to
a Customer Centric Wipro?
I see a new Wipro emerging, where we take the responsibility
for clients' challenges rather than waiting for them to tell us
what to do. To achieve this we need to understand our
customers DNA, become part of their overall business strategy
and work with them in realizing their 3-5 year goal. This will
not only align us with our customer but also help us hedge
against the risks of shorter business cycles.
What do you mean by an Empowered Wipro?
A simpler, focused and customer-centric Wipro is only an idea.
This idea can only be realized when the entire Wipro team
owns it. Every Wiproite needs to believe in this idea and
do what is good for the customer. This belief is - what will
make every Wiproite sensitive to our customers need, both
latent and stated. Sensitivity alone is not enough. This
sensitivity needs to be translated into action. This translation
requires every Wiproite to be empowered to act in the
customers interest.
Why a Sustainable Wipro?
For us in Wipro, business is a not just a profession or vocation,
it is a way of life. We have a rich heritage of six decades of
business performance. We actively promote sensitivity to
environment and enlightened human voices in our society.
This has helped us stay at the forefront of the changing tide.
We see ourselves as an active participant in society and
social issues. Given this, for us sustainability is not an add-on
business feature, but is the business itself. We believe looking at
our customers needs through the lens of sustainability will
help us add more value to our customer and in turn make
us more relevant to our customer in any new situation
that can emerge.
T. K. Kurien
Executive Director & CEO-IT Business
Wipro Limited 19
Message
from the
CFO
Dear Stakeholders,
In the fiscal year of this Annual Report, our business
performance continued to be robust. Revenues of Wipro Ltd.
grew 15% year-on-year with the net income keeping pace.
Among segments, IT Services our largest business, grew faster
with a dollar revenue growth of 19%.
With cash net-of-debt of $1.4 billion, we have a sound liquidity
position. This is also adequate to make any investments
necessary to accelerate our growth, by creating and seizing
opportunities.
The Wipro of Tomorrow is being built on the platform of
decades of sustained performance and organizational learning.
If we look at this solid platform, it is satisfying to see what we
have achieved. In the last decade itself, we have grown revenues
in our IT Services business from less than $400 million to
upwards of $5 billion. Our employee base in IT Services has
increased from less than 10,000 to 120,000 in the same
decade. We have also continually strengthened the
internal soft-infrastructure, our intangible assets: the corporate
governance culture, the internal control systems, the financial
discipline mindset etc. This solid platform, including the
intangible assets, is our significant leverage as we move ahead,
both for tomorrow and the next decade.
We continue to see growth ahead, in the immediate and the
long term future. We are focused on scalability that enhances
profitable growth in the evolving business environment.
Business models with customer viewing us as strategic partners
is what we see evolving. Our joint focus is on business outcome,
as we drive transformational engagements for our customers.
This needs non-linearity to scale up. There is a rapid movement
from the traditional time and material model to models, where
risk & reward is shared. We are geared to address these
opportunities, driven by strong risk management practices.
We believe it is a good risk management system that
converts emerging opportunities into sustained profit
growth for the company. We have a system of dynamic
frameworks, models and rigorous dashboards that enable
risk identification, monitoring and mitigation across all our
business processes - from deal-to-delivery.
The ability to scale is the lynchpin for stable, profitable
growth. As our team grows, so does our knowledge and
creative base. We continually and rigorously capture this
organizational knowledge. This is at the heart of ability to
scale. High levels of automation help institutionalize this
organizational knowledge. We have invested in automation
to enhance this institutionalization of knowledge in all our
functions. As an example on the sales side, automation
anchored knowledge systems, increase sales productivity
by better account level planning and integration with
downstream processes like people fulfillment.
We have had an exciting journey, but looking ahead the future
looks even more exciting. We will keep ourselves nimble and
simple, to adapt to new needs of tomorrow, and we will
continue to remain focused on delivering profitable and
sustainable growth.
Suresh C. Senapaty
Executive Director & CFO
Wipro Limited 21
Message
from the
President
(WCCLG)
Dear Stakeholders,
Wipro Consumer Care and Lighting had another good year in
2010-11 despite a very challenging environment in some of
our key business categories and geographies. Today, we are
poised well for our next stage of growth. We believe that our
future will be built around the following pillars:
Obsession for growth both organic and through relevant
strategic acquisitions - All our acquisitions have done well viz
Glucovita glucose powder, Chandrika soap, Northwest
switches, Unza (South East Asia) and Yardley toiletries in India,
South East Asia and Middle East.
Leadership position in defined countries and businesses - We
will seek leadership positions in personal care in India,
Malaysia and Vietnam. Similarly we seek leadership positions
in our Domestic Lighting, Institutional Lighting and Modular
Furniture businesses in India.
Globally strong focus brands led by innovation and
sustainability - Increased investments in Research &
Development will help us leverage technology for better
innovation and we will also be focusing on new initiatives to
make our products and practices more sustainable.
Leveraging our diversity & team capability - We have over
6500 employees across 16 countries and multiple
nationalities. 46% of our workforce is women. We today have
in place a global mobility programme, that helps in cross
fertilization of ideas and best practices, besides meeting the
career aspirations of our employees.
Speedy and effective execution
Our business has three main segments Our Indian household
business (including personal care and domestic lighting), Unza
- our International personal care business, that spans across Asia
and Africa and the Indian Office Solutions business. Let me
share with you a snapshot of our businesses in 2010-11.
Our flagship Indian household business, including personal
care and domestic lighting, had a strong year growing 28%.
This growth was lead by our acquisition last year Yardley which
has outperformed expectations. Despite industry-led price
drops, our toilet soap business grew, ahead of market at 13%,
led by Santoor and Chandrika brands. Our Domestic Lighting
business, which includes modular switches, incandescent light
bulbs, compact fluorescent lamps (CFLs) and luminaries, also
saw robust growth led by CFLs (33%).
Our International personal care business Unza focuses on
personal wash, toiletries, fragrances , deodorants, skincare and
haircare categories. Here, we grew 10%, with leading growth
from China (27%) , Middle East (27%) and Vietnam (15%). The
lead brands, we focus on in Unza are Enchanteur - a female
toiletries brand (17% up), Safi - a Halal toiletries brand (25% up)
and Romano - a male toiletries brand (15% up). Our skin care
thrust in Malaysia is performing well.
Our Office solutions business in India , which includes
Commercial Lighting, Modular Furniture and Security solutions,
gained from the improving economy and grew 27%. Our focus
on lighting of Green buildings and on new technology like LED
paid off with 70 out of 120 certified Green Buildings in India
using Wipro Lighting. Our launches of premium designer
ranges have done well in our Modular Furniture segment
helping us enrich our portfolio of offerings as well as tide over
the cost pressures.
It has been an invigorating year in 2010-11. We look forward
to another exciting year in 2011-12!
Vineet Agrawal
President- WCCLG
Wipro Limited 23
Message
from the
President
(WIN)
Dear Stakeholders,
The year 2010-11 was a comeback year of sorts for Wipro
Infrastructure Engineering, driven by strong demand uptake in
India and a better than anticipated recovery in Europe. Looking
ahead, Asia and Latin America are clearly emerging as the
highest growth markets for hydraulic cylinders, driven by
significant investments in infrastructure development.
Our major customers are investing heavily in emerging markets
and looking for global partners who can support their growth
needs. Wipro, with presence across India, China and Europe, is
uniquely positioned to emerge as their global partner of choice.
As an endorsement of our capability, two of the largest global
manufacturers of construction equipment entered into long
term multiple location supply contracts with us during the year.
We continued our investment in a new manufacturing
architecture: a flexible, hub and spoke manufacturing model
with the lowest manufacturing cost. Our capacity
enhancement programme aims at increasing current annual
capacity from 0.9 million cylinders to 2.6 million by 2016. This
includes new capacity in geographies like Brazil as well as
capacity enhancement in existing markets. We have also
embarked on an ambitious quality journey which aims to
position us as best in class on stringent quality measures.
The organization structure has been simplified globally on
functional lines Sales, Engineering and Operations. Our
customers stand to benefit as they see a single face of Wipro
irrespective of where the product is originating from.
Engineering expertise has also been globalised with product
specific centers of excellence closer to the customer. This
structure is also helping us develop a globally diverse
leadership talent pool.
During the year we also made our foray into the Aerospace and
Defense (A&D) business by investing in a Special Economic
Zone near Bangalore to set up a world class actuator
manufacturing facility for one of the global aviation majors.
With India investing heavily in the A&D sector, the Offset
programme provides huge opportunities in the precision
manufacturing space.
In summary we are on track to garner a 15% share of the global
hydraulics business by 2016. While the fundamentals are in
place, driven by our validated strategy, we need to work
extremely hard on our execution plans to drive capacity, quality
and cost competitiveness in the face of global competition.
These are exciting times for the business as we embark on our
journey to creating a truly world class manufacturing
organization out of India.
Pratik Kumar
President- Wipro Infrastructure Engineering (WIN)
Azim H. Premji (Chairman)
B.C. Prabhakar (Director since February, 1997)
Narayanan Vaghul (Director since June, 1997)
Dr. Jagdish N. Sheth (Director since January, 1999)
Dr. Ashok Ganguly (Director since 1999)
Mr. Premji is a graduate in Electrical Engineering from Stanford University, USA, and has served previously as the Chief Executive
Officer, Chairman and Managing Director of the company. More recently, Mr. Premji, has been honored with the Padma Vibhushan
award by Govt. of India for his contribution in trade and industry.
Mr. Prabhakar has been a practicing lawyer since April 1970 and holds a B.A. in Political Science and Sociology and a BL from Mysore
University, India. He serves as a Non-Executive Director of Automotive Axles Ltd. and 3M India Ltd.
Mr. Vaghul holds a B.A. (Hon.) in Commerce from Madras University. Previously, he was the Chairman of the Board of ICICI Bank Ltd.
Currently he is on the Boards of Mahindra and Mahindra Ltd., Mahindra World City Developers Ltd., Piramal Healthcare Ltd., Apollo
Hospitals Enterprise Ltd, Hemogenomics Pvt. Ltd., Universal Trustees Pvt. Ltd., and IKP Trusteeship Services Ltd. His achievements
include Padma Bhushan (2009-10) and The Economic Times Lifetime Achievement Awards.
Dr. Sheth holds a B. Com (Hon.) from Madras University, M.B.A. and Ph.D in Behavioral Sciences from the University of Pittsburgh,
U.S.A. He has been a professor at Emory University since 1991 and is also on the Boards of Safari Industries and Manipal Acunova Ltd.
Currently, he is the Chairman of Academy of Indian Marketing Professionals.
Mr. Ganguly is currently the Chairman of ABP Pvt. Ltd and is also serving as a Non-Executive Director of Mahindra & Mahindra Ltd. &
Dr. Reddys Laboratories Ltd. He is a member of the Prime Minister's Council on Trade & Industry and the India-USA CEO Council. A
Rajya Sabha member, his past achievements include: Member of the Board of British Airways Plc, Unilever Plc/NV, Chairman of
Hindustan Unilever Ltd. and on the Central Board of Directors of the Reserve Bank of India. He has been honored with the CBE (Hon.)
by the U.K. (2006), Economic Times Lifetime Achievement Award (2008), Padma Bhushan (1987) and Padma Vibhushan (2009).
Board of Directors
Wipro Limited 26
Board of Directors
Sitting Left to Right: Dr. Henning Kagermann Independent Non-Executive Director
Dr. Jagdish N. Sheth - Independent Non-Executive Director
Narayanan Vaghul - Independent Non-Executive Director
Azim H. Premji Chairman
Dr. Ashok Ganguly - Independent Non-Executive Director
William Arthur Owens - Independent Non-Executive Director
Standing Left to Right:
Priya Mohan Sinha Independent Non-Executive Director
Shyam Saran - Independent Non-Executive Director
B. C. Prabhakar - Independent Non-Executive Director
Suresh C. Senapaty - CFO & Executive Director
T. K. Kurien - CEO - IT Business & Executive Director
Wipro Limited 28 Annual Report 2010-11 27
Corporate
Executive Council
Standing from Left to Right:
Vineet Agrawal - President - Consumer Care & Lighting
Sambuddha Deb - Chief Global Delivery Officer
T. K. Kurien - CEO - IT Business & Executive Director
Azim H. Premji - Chairman
Suresh C. Senapaty - CFO & Executive Director
Pratik Kumar - Executive Vice President - HR & President - Wipro Infrastructure Engineering
Anurag Behar - Chief Sustainability Officer
Martha Bjar - CEO & Chairperson - Wipro Infocrossing
Wipro Limited 30 29 Annual Report 2010-11
Mr. Sinha holds a B.A. (Hons.) from Patna University and has attended Advanced Management Program at the Sloan School of
Management. He has served as the Chairman of Pepsi Co India Holdings Ltd. and President of Pepsi Foods Ltd. He has been on the
Executive Board of Directors of Hindustan Unilever Ltd., served as their Sales Director and has been the Chairman of Reckett Coleman
India Ltd., and Stephan Chemicals India Ltd. Currently, he is on the Boards of Bata India Ltd., Lafarge India Pvt. Ltd and on the Advisory
Board of Rieter India.
Mr. Owens holds an M.B.A from George Washington University, a B.S. in Mathematics from the U.S. Naval Academy and a B.A. and M.A.
in Politics, Philosophy and Economics from Oxford University. His professional repertoire includes serving as the CEO and Vice
Chairman of Nortel Networks Corporation, Chairman & CEO of Teledesic LLC and President, CEO & Vice Chairman of Science
Applications International Corporation. Presently, he is the member of the BOD of Polycom Inc., Intelius, Flow Mobile, Unifrax and
Chairman of Century Link Inc.
Mr. Senapaty holds a B. Com. from Utkal University, India, and is a Fellow Member of the Institute of Chartered Accountants of India.
He is currently our CFO and is also on the boards of Wipro Trademarks Holding Ltd., Wipro Chandrika Ltd., Wipro Travel Services Ltd.,
Cygnus Negri Investments Pvt. Ltd., Wipro Technology Services Ltd., Wipro Consumer Care Ltd. and Wipro GE Healthcare Pvt. Ltd.
Mr. Kagermann is professor for Theoretical Physics at the Technical University Braunschweig, Germany and has received honorary
doctorate from the University of Magdeburg, Germany. He has served as CEO of SAP AG. He has been a member of SAP Executive
Board and is currently the President of Acatech (German Academy of Science & Technology) and a member of supervisory boards of
Deutsche Bank AG, Munich Re, Deutsche Post, Nokia and BMW Group in Germany.
Mr. Saran is a career diplomat who belongs to the 1970 batch of the Indian Foreign Service and holds a Post Graduate Degree in
Economics. He last served as the Special Envoy of the Prime Minister of India and was also named the
Indian envoy on climate change. Prior to this he was the Foreign Secretary, Govt. of India. He has served as the Ambassador of India to
Nepal, Indonesia, Myanmar and Mauritius and as the Fellow of UN's Disarmament Program in Geneva, Vienna and New York. He has
been honored with Padma Bhushan for his contribution in civil services.
Mr. Kurien is a Chartered Accountant and holds a Degree in Engineering. He is currently CEO - IT Business and has held various
leadership positions since February 2000. He is also a member of the Board of Wipro GE Healthcare Pvt. Ltd.
Priya Mohan Sinha (Director since January, 2002)
William Arthur Owens (Director since July, 2006)
Suresh C. Senapaty (Executive Director since April, 2008)
Dr. Henning Kagermann (Director since October, 2009)
Shyam Saran (Director since July, 2010)
T. K. Kurien (Executive Director since February, 2011)
Management
Discussion & Analysis
B. Business Segment Overview
IT Services
Industry Overview
NASSCOM Strategic Review Report 2011 refers to IDC
forecast of 5.7% CAGR in worldwide IT spending for the period
2010-2014. IDC forecasts worldwide IT services spending of
approximately $684 billion by 2014, reflecting a CAGR of 4.5%
from 2010-2014. However, Forrester US and Global IT Market
Outlook Q1 2011 predicts that US IT market will grow by 8% in
2011 following a growth of 8.9% in 2010.
However, offshore IT spending is expected to grow faster. Key
factors supporting this projection are the growing impact of
technology-led innovation and the increasing demand for
global sourcing. India is a major component of the offshore
IT outsourcing.
Companies are increasingly turning to offshore technology
service providers in order to meet their need for high-quality
cost-competitive technology solutions. Technology companies
have been outsourcing software research and development
and related support functions to offshore technology service
providers to reduce cycle time for introducing new products
and services.
India is also a leading destination for IT enabled services. The
proven track record and client relationships of established
Indian IT services companies; availability of a large, high quality,
English speaking talent pool; industry moving up the value
chain to provide business and technology solutions; and a
regulatory environment more friendly to investment are
facilitating Indias emergence as a global outsourcing hub.
According to NASSCOM Strategic Review Report 2011, the
worldwide BPO market is expected to touch $201 billion
by 2014, representing a compounded annual growth rate of
6.2% in the period 2010-2014.
A. Economic Overview
The global economy, post the unprecedented economic
downturn in 2008-09, has seen signs of steady recovery. While
the world output had decline by 0.6% in 2009, it grew by 5% in
2010 and is estimated to expand by 4.4% in 2011. While the
economy is not completely out of woods, there is a lot more
reason for optimism. We are increasingly seeing a bi-polar world
with subdued growth in the developed markets and
developing markets growing at a healthy pace. Coupled with
this change, we are also seeing ecological sustainability
gaining more prominence.
Wipro is well positioned to profitably grow in this evolving
landscape. Our IT business addresses the needs of both the
developed and developing markets, as the customers look to
transform their cost and revenue in addressing their client
needs. Our Consumer Care and Infrastructure Engineering
businesses seek to benefit from the economic boom of the
emerging markets. Our new business initiative EcoEnergy will
help businesses become eco-friendly in the way they operate.
IT Spends by category 2010 2011 2012 2013 2014
IT Services 574 594 621 652 684
BPO 158 167 177 189 201
IT Services + BPO 732 761 798 841 885
Software 282 297 316 337 362
Hardware 599 643 686 727 767
Total Spend 1,614 1,702 1,800 1,904 2,014
Engineering Spend* 1,125 1,150 NA NA 1,200-
1,250
Source: Nasscom Strategic Review 2011 IDC, * Booz & Company
CAGR
4.5%
6.2%
4.9%
6.4%
6.4%
5.7%
1.6-2.7%
Global IT & ITeS Market ($ Billion)
Our IT Services business addresses the market of IT Services and
BPO spends globally which is estimated to be $885 billion in
2014. We also address the Engineering spend which is
estimated to be between $1.20 trillion to $1.25 trillion in 2014.
Wipro Credentials and Prospects
At Wipro, we are focused on creating the right kind of growth
framework in order to leapfrog into the next level and be :
a trusted partner of choice to clients
employer of choice in the sphere of our operations
preferred partner of choice to our alliances
recognized as an organization that delivers sustainable and
profitable growth to our investors
In line with achieving this goal, we are driving strategies and
initiatives aimed at profitable growth. We have 6 key elements
to enable this:
1. Differentiated approach to growth & investments: The
differentiated approach is focused on taking advantage
of growth hot spots across industry segments and
geographies. We have renewed our focus on Emerging
(momentum) markets by creating dedicated teams
covering France and Germany in Europe, ASEAN, Australia
and New Zealand in Asia Pacific, India and other geogrphies
of Canada, LATAM, Middle-East and Africa. On the industry
front, our endeavor is to invest disproportionately in growth
leading segments such as Banking, Financial Services,
Insurance, Energy & Utilities, Healthcare and Retail & CPG.
Acquisitions will continue to play a key part in
strengthening our domain and technology capabilities,
driving increased market penetration and broadening the
depth and breadth of our service portfolio.
2. Client-centricity: With the client being our central focus,
we have re-designed our proposition and capabilities to
address the needs of Global 2000 enterprises. Our endeavor
is to deepen penetration of these accounts through a
consulting-led domain approach to business. Further, we
are pursuing the Client Engagement Manager model,
which enables swift and impeccable execution with single
point accountability with support from rest of the
organization. The number of customers from whom
we derived revenues in excess of $50 million is 22 in
fiscal year 2010-11.
3. People The Central Nervous System: We believe that
people are the backbone of our organization; hence a large
part of the management focus is towards building and
developing employees. Our aim is to build the best in class
global leadership and provide employees unlimited
opportunities for career enhancement and growth. It is our
aim to be a truly global company that not only services
customers globally but also employs people worldwide.
We are focused on diversity with 28% of our employees
being women and 38% of our onsite employees being local.
We have a young employee base with 66% of our
employees aged less than 30 years and an average
age of the employee base at 29. We have employees of
74 nationalities on our rolls.
4. Co-creating our value proposition along with clients:
We believe that the fundamental business practice in this
new millennium will be multiple entities working together
as one value chain in order to create superior flexibility,
productivity and financial performance. Keeping in line
with macro and micro changes taking place, we have
developed a research-backed consulting-led approach
involving all stakeholders employees, clients and
partners to arrive at our 21 century Inc model to meet the
needs of the increasingly global enterprise. The model
comprises of core/non-core client business analysis and
rationalization, lean optimization and technology
innovation and co-creation of solutions with our strategic
alliance partners.
st
Wipro Limited 33
5. Comprehensive and integrated capability across the
services value chain, backed by IP assets: Our ability to
provide a comprehensive `process to `service suite
uniquely positions us to be a master system integrator
and transformation partner to clients. The focus is to
develop IP assets that solve clients business problems
efficiently. In addition, ènablers or processes and programs
designed to aid people development, leadership
development and skill enhancements are ongoing efforts.
6. Innovation: For us, innovation is not just a term. It is
at the core of what we do, part of a business driven culture
imbibed in the organization. We innovate to meet changing
client needs and technology advancements besides
generating newer streams of revenue for the organization.
The innovation are in it in segments like Cloud, Mobility,
Analytics and Big Data, and Green IT or Non-linear delivery
models. Our innovation not only has the ability to drive
significantly higher productivity and efficiency in
client enterprises but also possesses the potential to
fundamentally alter underlying business models of clients.
Our strategy for growth is backed by strong investments in
delivery capabilities like:
1. Global Delivery Model
a. As the industry is moving rapidly into a commoditized
market for pure play IT services at one end and
specialized transformational capabilities at the other
end, the delivery models are morphing to align to these
changes. As pioneers of the Global Delivery Model or
GDM, we have always looked at innovative ways of
servicing customers more effectively by leveraging on
the depth of experience in the Wipro ecosystem. Several
of these differentiated services are now scaling up and
demonstrating a strong value proposition to customers
besides enabling us to open marquee accounts as well
as delivering business benefits to customers.
b. To enable the alignment of the delivery competencies
to the changing customer needs, a tiered competency
development framework with associated training and
assessment centers have been set up. A fast-track
program to create Project Management talent has been
created with talent from premier engineering colleges
being exclusively selected and groomed for this cadre.
c. We have invested in training capabilities with
capacity to train 10,000 employees every day across
IT Services. We have 500 plus trainers across our
business. We are the only company in the world to win
the American Society of Training & Development
award for 6 successive years.
d. In line with the goal of providing world class delivery
experience to customers, we have set up competency-
led centers at strategic locations including Atlanta in the
US, Chengdu in China, Romania and Philippines. The
team of over 3,000 professionals working from these
centers has the motto of Global Reach with a local
touch. Overall, we have more than 20,000 employees
onsite.
e. Our delivery excellence was reinforced when we were
awarded the 2010 Outstanding Corporate Award' for
contribution to the Embedded Systems and Very-Large-
Scale Integration (VLSI) industry segment by Mentor
Graphics and Silicon India. Equaterra, an independent
sourcing advisory in more than 60 countries,
ranked Wipro #1 in Client Satisfaction, Applications
Management, Infrastructure Management, Price and
Governance; underlining Wipro as a leader for client
satisfaction in its detailed UK IT service provider
performance study.
2. Non Linearity the game changer
a. Non linearity is a concept that we have started to focus
on in the last couple of years be it new engagement
models, way of delivery or building platforms and
automation. The company has developed non linearity
in two areas Revenue initiatives and Delivery
initiatives. We have made strong progress with
Non-Linearity constituting 12% of our Revenues in FY11
as against 7% in FY10
b. The focus that we have put in to build Non Linear
capability is yielding results and the benefits are being
seen both by our customer and employees. Non
linearity brings in efficiencies of deployment, tools and
accelerators and productized solutions.
c. A key investment of Wipro towards seamless global
delivery is the Flex Delivery model an industrialized,
multi-tenanted service delivery model providing fast
startup, predictable time of delivery and reduced total
cost of operation through well defined processes, tools,
interfaces and a de-centralized scalable team. The
model comprises of pre-defined, standardized and
scalable set of services that can be delivered on demand
by the customers.
d. Flex centers have been established in most of
the service lines based on platform/technology
competencies and in multiple locations. Several of the
industry verticals have also adopted this model over the
past one year. The maturity of the centers has been
assessed and improved using proprietary frameworks
and workflow tools.
e. Solution accelerators teams within Wipro have
generated hundreds of accelerators for use in projects.
The company has run contests successfully to generate
ideas from employees to develop future accelerators as
part of this initiative.
Our revenue from IT Services business increased by 16%
in Indian Rupee terms. In USD terms our revenue increased by
18.9% from $4,390 million to $5,221 million. This increase is
primarily on account of increase in volume by 16.8%.
During the current year, we realised 51.7% of revenue from work
done in locations outside India (Onsite) and remaining
48.3% of revenue was realised from the work performed from
our development centers in India (Offshore).
As part of our non-linearity drive and focus on improving
revenue productivity, we have increased our percentage
of revenue contribution from Fixed Price Projects to 45.7%
as against 41.5% in the previous year. In FPP, we undertake to
complete project within agreed timeline for a given scope of
work. The economic gains or losses realised from completing
the project earlier or later than initially projected timelines
accrues to us.
Revenue Mix Vertical Distribution
The overall revenues were driven primarily due to
a 24% increase in revenue from energy & utilities
services, a 23% increase in revenue from financial services,
a 22% increase in revenue from retail & transportation
services and a 21% increase in revenue from telecom services.
Revenue Mix Service Line wise Distribution
We continued to expand and grow our Services portfolio.
Growth in the current year was driven by 22% increase
in revenues from Package Implementation, 20% increase
in revenues from Technology Infrastructure Services,
19% increase in revenues from Application Development and
Maintenance and 40% increase in revenues from Product
Engineering.
Growth in the current year was driven by a 23% increase
in revenues from Europe, 26% increase in revenues from
India & Middle East business and 45% increase in revenues from
Performance Highlights
Year on
Year ended March 31, Year change
Particulars 2010 2010-11
Revenue 202,490 16.0%
Gross profit 70,346 15.7%
Selling and marketing expenses (10,213) 23.8%
General and administrative
expenses (12,446) 23.4%
Operating income 47,687 12.0%
As a Percentage of Revenue:
Selling and marketing expenses 5.0% (34)bps
expenses 6.2% (39)bps
Gross margin 34.7% (8)bps
Operating margin 23.6% (81)bps
2011
234,850
81,404
(12,642)
(15,355)
53,407
5.4%
6.5%
34.7%
22.7%
(Figures in R Million except otherwise stated)
Revenue Mix by Vertical Distribution
IT Services 2010-11
27%
15%
15%
10%
8%
Financial Services
Retail & Transportation
Manufacturing
Energy & Untilities
CMSP
Healthcare & Services
Technology
Telecom
8%
8%
9%
Wipro Limited 35
APAC and Other Emerging Markets. Increase in Revenues from
US in the current year was 13%.
We added 155 new customers in the current year, as against
121 in the previous year.
Our top customer contributed 3% of revenue, top 5 customers
11% of revenue and the top 10 customers accounted for
19.5% of the revenue. We have 3 customers contributing more
than $100 million revenues in the current year, up from
1 customer in the previous year
Revenue contributed by the customers added during the year
was at 2%, at the same level as in the previous year.
In our IT Services Business, manpower cost accounts for
approximately 50% of the Revenues. Other major costs
included Sub-contracted manpower cost, depreciation and
employee-travel cost.
The operational drivers for manpower costs are Utilisation
of employees, Onsite: Offshore composition and the
composition of experience profile of employees called
Bulge-mix.
During the current year gross Utilisation was 70% compared
to 72% an year ago. As of March 31, 2011 approximately 40%
of our employees had less than 3 years of work-experience,
as compared to 43% as of March 31, 2010.
Risk Factors
Our revenues from this business are derived in major currencies
of the world while a significant portion of its costs are in
Indian rupees. The exchange rate between the rupee and
major currencies of the world has fluctuated significantly in
recent years and may continue to fluctuate in the future.
Currency fluctuations can adversely affect our revenues and
gross margins.
The market for IT services is highly competitive. Our
competitors include software companies, IT companies,
systems consulting and integration firms, other technology
companies and client in-house information services
departments. We may also face competition from IT and ITES
companies operating from emerging low cost destination like
China, Philippines, Brazil, Romania, Poland etc.
We derive approximately 55% of our IT Services revenues from
United States and 27% of our IT Services revenues from Europe.
In an economic slowdown, our clients located in these
geographies may reduce or postpone their technology
spending significantly. Reduction in spending on IT services
may lower the demand for our services and negatively affect
our revenues and profitability.
Some countries and organizations have expressed concerns
about a perceived association between offshore outsourcing
and the loss of jobs domestically. With the growth of offshore
outsourcing receiving increasing political and media attention,
there have been concerted efforts to enact new legislation to
restrict offshore outsourcing or impose disincentives on
Revenue Mix by Service Lines
IT Services 2010-11
ADM
Technology Infrastructure Services
Package Implementation
Testing Services
BPO
Product Engineering
21%
13%
11%
10%
5%
40%
Americas
Europe
India & Middle East business
APAC & Other Emerging Markets
Japan
Revenue Mix by Geography
IT Services 2010-11
55%
27%
9%
7%
2%
companies which have been outsourcing jobs. This may
adversely impact our ability to do business in these jurisdictions
and could adversely affect our revenues and operating
profitability.
Our employees who work onsite at client facilities or at our
facilities in the United States on temporary or extended
assignments typically must obtain visas. If U.S. immigration
laws change and make it more difficult for us to obtain
H-1B and L-1 visas for our employees, our ability to compete
for and provide services to our clients in the United States
could be impaired.
These risks are broadly country risks. At an organizational level,
we have a well-defined business contingency plan and disaster
recovery plan to address these unforeseen events and minimize
the impact on services delivered from our development centers
based in India or abroad.
IT Products
Industry Overview
According to NASSCOM Strategic Review Report 2011,
IDC forecasts that worldwide hardware spending will increase
from $599 billion in 2010 to $767 billion in 2014, representing
a compounded annual growth rate, or CAGR, of 6.4%.
According to IDC, the hardware market account for 40% of the
Indian IT-BPO industry. The key components of the hardware
industry are servers, clients (desktops and laptops), storage
devices, peripherals and networking equipments. The overall
hardware growth is projected at 15.8% for the India market with
storage and networking products leading growth within this
segment in 2011. Spending in Government, BFSI and Telecom
sectors will be the key drivers for networking equipment
segment.
Wipro Credentials
Our IT Products business provides a range of IT products
encompassing computing, storage, networking, security, and
software products. Under this segment, we sell IT products
manufactured by us and third-party IT products.
We plan to grow in the IT Products market by focusing on:
Positioning
- Build enhanced solution capabilities to position
ourselves as a Value Added System Integrator
- To offer innovative and best in class IT Products and
Solutions catering to client needs
Product Differentiation
- Product Engineering to deliver value differentiation on
Wipro products
- Focus on building brand Ego and evolve as lifestyle
brands within our manufactured products business
- Strengthen server portfolio through a combination of
in-house and traded products
Geo expansion - enhanced focus for addressing new
markets - Middle-East and Africa
Customer Engagement
- Vertical Focus - Strengthen presence in key verticals
such as Government, Telecom and Banking
- Mid-Market Drive - Tier 2/3 city penetration. Establish
leadership position in 10 cities through increased
coverage and marketing activities
- Deliver customized solutions
Alliances - realign existing and form new alliances,
leverage alliance partnerships for joint Go-To-Market
with Wipro. Partner with emerging technology providers
to improve market address and develop new streams
of revenue
Operational Excellence- Sustain Green Leadership in
Wipro manufactured products. Continue to drive delivery
and operational excellence through industry standard
processes and global best practices for better customer
satisfaction (CSAT) and cost optimization.
Wipro Limited 37
Our Product range includes
1. Wipro Manufactured Products: Our manufactured range
of products comprises desktops, notebooks, Net Power
servers and super computers. Wipros own brand of product
competes successfully with all the global brands in various
market segments. We offer form, factors and functionalities
that cater to the entire spectrum of users from individuals
to high-end corporate entities.
2. Enterprise Platforms: Our offerings under this category
comprise of design and deployment services for enterprise
class servers, databases and Server computing resource
management software.
3. Networking Solutions: Our offerings under this category
comprise of consulting, design, deployment and audit of
enterprise wide area network (WAN), wireless LAN and
unified communication systems.
4. Software Products: Our products under this category
comprise enterprise application, data warehousing and
business intelligence software from worlds leading
software product companies.
5. Data Storage: Our products under this category comprise
network storage, secondary and near line storage, backup
and storage fabrics.
6. Contact Centre Infrastructure: Our offerings include
Switch Integration, Voice Response Solutions, Computer
Telephony Interface (CTI), Customized Agent Desktop
Application, Predictive Dialer, Customer Relationship
Management, Multiple Host Integration, Voice Logger
interface.
7. Enterprise Security: Security products include Intrusion
detection systems, firewalls and physical security
infrastructure covering surveillance and monitoring systems.
8. Emerging Technologies: We also cater to new
technologies in the market including virtualization, IP video
solutions and private cloud implementations.
Revenues from the IT Products business decreased by
3.4% primarily due to initial hardware requirement in certain
large transformational projects during the year ended
March 31, 2010, which were in sustenance phase during the
year ended March 31, 2011. Our gross profit as a percentage of
our revenue of our IT Products business increased by 41 bps.
This increase is primarily due to an increase in the proportion
of revenues from high yield products.
Risks
IT Products revenues are impacted by seasonal changes that
affect purchasing patterns among our consumers of desktops,
notebooks, servers, communication devices and other
products.
The IT products market is a dynamic and highly competitive
market. In the marketplace, we compete with both
international and local providers. We are witnessing higher
pricing pressures due to commoditization of manufactured
products business and higher focus on Indian markets by all
leading IT companies.
Nonetheless, we are favourably positioned due to our quality
leadership, expertise in target markets and our ability to create
client loyalty by delivering value to the customer.
Year on
Revenue 38,205 (3.4)%
expenses (1,015) 15.7%
Operating income 1,764 (8.8)%
As a Percentage of Revenue
Selling and marketing expenses 3.3% (14) bps
expenses 2.7% (52) bps
Gross margin 10.6% 41 bps
Operating margin 4.6% (26) bps
2011
36,910
4,067
(1,284)
(1,174)
1,609
3.5%
3.2%
11.0%
4.4%
Consumer Care and Lighting
Industry Overview
AC Nielsen estimates that India is amongst the fastest growing
geographies for FMCG, with a 2010 growth rate of 15% for the
non-food segment. This market is estimated to grow at a CAGR
of 12% - 15% for the period 2011-2014. The household and
personal care FMCG market in the other Asian countries in
which we operate including Malaysia, Vietnam and Indonesia,
are expected to grow at a CAGR of 8% for the period 2011-2014.
The Indian domestic market for institutional lighting and office
modular furniture is estimated at U.S. $700 million and is
expected to grow at the rate of 10% to 15% for the period
2011-2012. Key sectors contributing to the growth are expected
to be modern work spaces, IT-ITeS, Retail, Healthcare and
Government Infrastructure spending.
Wipro Credentials
Our Consumer Care and Lighting business focuses on niche
profitable market segments in personal care in specific
geographies in Asia, Middle East and Africa, as well as office
solutions in India. We successfully leverage our brands and
distribution strengths to sustain a profitable presence in the
personal care sector, including personal wash, fragrances, hair
and skin care, male toiletries and household lighting products.
Our office solutions include lighting products, modular
switches, modular furniture and security solutions. Our Santoor
brand is the third largest in India in the soap category, and
Safi brand is the largest Halal toiletries brand of Malaysia.
Our Yardley brand gives us a stronger presence in the Middle
East, and into the luxury segment of personal care. We are
amongst the top 15 players in personal care in India, and fourth
largest player in personal care in both Malaysia and Vietnam.
We sell and market our consumer care products primarily
through our distribution network in India, which has access to
5,121 distributors and 1.6 million retail outlets throughout the
country. We sell significant portion of our lighting products to
major industrial and commercial customers through our direct
sales force, from 29 sales offices located throughout India.
Consumer Care and Lighting revenue increased in the current
year by 20.7%. This increase is attributable to an increase
of approximately 20.9% in revenue from consumer products
excluding Yardley sold in Indian markets and an increase
of approximately 9.6% in revenue from personal care products
sold in south-east Asian markets. Further, integration of our
acquisition of Yardley has contributed an additional 5% of our
total revenue from the Consumer Care and Lighting business.
Our gross profit as a percentage of our revenues from the
Consumer Care and Lighting business decreased by 328 bps.
The reduction in gross margins is primarily due to an increase in
major input costs. This was partially offset by increase in gross
margin due to integration of our acquisition of Yardley.
Year on
Revenue 22,584 20.7%
expenses (1,207) (4.6)%
As a Percentage of Revenue:
Selling and marketing expenses 28.7% 108 bps
expenses 5.3% 111 bps
Gross margin 47.7% (328) bps
2011
27,258
12,116
(7,514)
(1,152)
3,450
27.6%
4.2%
44.5%
12.7%
In our other geographies, led by Malaysia, Vietnam, Indonesia
and Greater China, we have direct access to over 200,000 retail
outlets, with a significant presence in the fast growing modern
trade.
Wipro Limited 39
Risk Factors
Our competitors in the consumer care and lighting are located
primarily in India, and include multinational and Indian
companies. Certain competitors have recently focused on sales
strategies designed to increase sales volumes through lower
prices. Sustained price pressures by competitors may require us
to respond with similar or different pricing strategies. This may
adversely affect our gross and operating profits in future
periods.
A major share of revenue in Consumer Care and Lighting
business comes from top three brands in India and
international business. Any dilution in market share of such
brand against competition may adversely impact our revenue.
Further, price volatility in major inputs for personal care
products, could have an adverse impact on our margin.
Others
Our Others business includes our Infrastructure Engineering
business. We are the worlds largest third-party manufacturer
of hydraulic cylinders. It is centered on our mobile construction
equipment business and our material handling business.
We manufacture and sell cylinders and truck hydraulics, and we
also distribute hydraulic steering equipment and pumps,
motors and valves for international companies. We have
a global footprint in terms of manufacturing facilities in Europe
and India and sell to customers across the globe.
In the current financial year, we are seeing resurgent growth
specifically in the Asia segment of our business. We believe that
the fundamentals of the infrastructure engineering business
remain strong. Our strategy is to increase our global market
share through:
strengthening relationship with global original equipment
manufacturers (OEMs) who are likely to seek stable
suppliers like Wipro in the current economic environment;
and
diversification into newer segments organically and/or
inorganically.
We are also in the water solutions business, which addresses
the entire spectrum of treatment solutions, systems and plants
for water and waste water for industries.
We are also in cleantech business Wipro EcoEnergy, which
provides intelligent, sustainable alternatives for energy
generation, distribution and consumption. We transform
analytical insights obtained from energy data into sustainable
solutions. We help customers reduce their energy footprint,
recover higher energy efficiencies from energy deployment
and replace conventional with renewable energy sources.
Risk Factors
The Infrastructure Engineering business is linked to
infrastructure spending globally. If there is an economic
slowdown, it would translate in to lower growth for our
customers and in turn reduce our growth prospects.
Revenue from our Others business, including reconciling items,
increased by 44.3%, from R8,295 million for the year ended
March 31, 2010 to R11,969 million for the year ended
March 31, 2011. The increase in revenue is attributable to
increased demand for infrastructure engineering products
in India and Europe.
Business Composition
Consumer Care & Lighting
Personal Care Products
Lighting & Furniture
20%
80%
Year on
Revenue 271,574 14.5%
Cost of revenue (186,299) 14.2%
expenses (14,823) 23.7%
Profit attributable
to equity holders 45,931 15.3%
As a Percentage of Revenue
Selling and marketing expenses 6.9% (28) bps
expenses 5.5% (44) bps
Gross margins 31.4% 17 bps
Earnings per share
Basic 18.91
Diluted 18.75
2011
310,987
(212,808)
98,179
(22,172)
(18,339)
57,668
52,977
7.1%
5.9%
31.6%
18.5%
21.74
21.61
Results of operations for the years ended March 31, 2011
and 2010
Our total revenues increased by 14.5%. This was driven
primarily by a 16%, 21% and 53% increase in revenue from
our IT Services, Consumer Care and Lighting and Others
business, including reconciling items, business segments
respectively. This increased revenue was partially offset by
a decline in revenue from our IT Products business segment.
Our gross profit as percentage of our total revenue
increased marginally by 17 basis points (bps). This was
primarily on account of an increase in gross profit as
a percentage of revenue from our IT Products business by
41 bps, an increase in gross profit as a percentage of revenue
from our Others business, including reconciling items by
379 bps. This increase was partially offset by a decline
in gross profit as a percentage of revenue from our IT
Services and Consumer Care and Lighting business.
Our selling and marketing expenses as a percentage of
revenue increased from 6.9% for the year ended
March 31, 2010 to 7.1% for the year ended March 31, 2011. In
absolute terms selling and marketing expenses increased
C. Performance Review at Corporate Level
Our revenue and profit for the years ended March 31, 2011 and
2010 are provided below.
Wipro Limited and Subisidiaries
by 19.2%, primarily due to an increase in the IT Services and
Consumer Care and Lighting business.
Our general and administrative expenses as a percentage
of revenue increased from 5.5% for the year ended
March 31, 2010 to 6% for the year ended March 31, 2011.
In absolute terms general and administrative expenses
increased by 23.7%, primarily due to increased expenses
in the IT Services business and IT Products business. This
increase was partially offset by a decline in the Consumer
Care and Lighting business.
As a result of the foregoing factors, our operating income
increased by 11.2%, from R51,844 million for the year ended
March 31, 2010 to R57,668 million for the year ended
March 31, 2011.
Our finance expenses, increased from R1,324 million for the
year ended March 31, 2010 to R1,933 million for the year
ended March 31, 2011. This increase is primarily due to
increase of R1,065 million in exchange loss on foreign
currency borrowings and related derivative instrument. This
is partially offset by lower interest expense by R456 million
during the year ended March 31, 2011, due to lower loans
and borrowings.
Our fi nance and other i ncome, i ncreased from
R4,360 million for the year ended March 31, 2010 to
R6,652 million for the year ended March 31, 2011. Our
interest and dividend income increased by R2,408 million
during the year ended March 31, 2011 as compared to year
ended March 31, 2010. This was partially offset by decrease
of R116 million in the gain from sale of investments during
the same period.
Our income taxes increased by R420 million, from
R9,714 million for the year ended March 31, 2011. Adjusted
for tax write-backs our effective tax rate declined from
Wipro Limited 41
17.8% for the year ended March 31, 2010 to 16.5% for the
year ended March 31, 2011. This decline is primarily due to
higher profit based deductions during the year ended
March 31, 2011.
Our equity in earnings of affiliates for the years ended
March 31, 2010 and 2011 was R530 and
R648 million, respectively. Equity in earnings of affiliates
primarily relates to the equity in earnings of Wipro GE.
As a result of the foregoing factors, our profit attributable to
equity holders increased by R7,046 million, or 15.3%, from
R 52,977 million for the year ended March 31, 2011.
Foreign exchange gains / (losses), net
Our foreign exchange gains / (losses), net for the years ended
March 31, 2010 and 2011 were R(383) million and R445 million
respectively.
Our foreign exchange gains/(losses), net, comprise:
exchange differences arising from the translation or
settlement of transactions in foreign currency, except for
exchange differences on debt denominated in foreign
currency (which are reported within finance expense, net);
and
the changes in fair value for derivatives not designated as
hedging derivatives and ineffective portion of the hedging
instruments. For forward foreign exchange contracts which
are designated and effective as cash flow hedges, the
marked to market gains and losses are deferred and
million
reported as a component of other comprehensive income
in stockholders equity and subsequently recorded in the
income statement when the hedged transactions occur,
along with the hedged items.
Although our functional currency is the Indian rupee, we
transact a significant portion of our business in foreign
currencies, in particularly the U.S. dollar. The exchange rate
between the rupee and the dollar has changed
substantially in recent years and may fluctuate substantially
in the future. Consequently, the results of our operations are
affected as the rupee fluctuates against the U.S. dollar. Our
exchange rate risk primarily arises from our foreign
currency revenues, cash balances, payables and debt. We
enter into derivative instruments to primarily hedge our
forecasted cash flows denominated in certain foreign
currencies, foreign currency debt and net investment in
overseas operations. Please refer to our Notes to the
Consolidated Financial Statements under IFRS for
additional details on our foreign currency exposures.
Finance expense
Our finance expense comprise interest expense on
borrowings, impairment losses recognized on financial
assets, gains / losses on translation or settlement of foreign
currency borrowings and changes in fair value and gains /
losses on settlement of related derivative instruments
except foreign exchange gains/losses on short-term
borrowings which are considered as a natural economic
hedge for the foreign currency monetary assets which are
As of March 31, 2011, we had cash and cash equivalent and
short-term investments of R110,423 . Cash and cash
equivalent and short-term investments, net of debt was
R 57,621 million. In addition we have unused credit lines of
R 37,525 million. To utilize these lines of credit we require the
consent of the lender and compliance with certain financial
covenants. We have historically financed our working capital
and capital expenditure through our operating cash flows and
through bank debt, as required.
Cash provided by operating activities decreased by
R10,561 million, while profit for the year increased by
R7,205 million during the same period. The decrease in cash
provided by operating activities is primarily due to an increase
in current receivables including unbilled, attributable to an
increase in number of receivable days in the IT Services business
from 61 days in March 2010 to 70 days in March 2011 and an
increase in receivable days in the IT Products business from
million
119 days in March 2010 to 131 days in March 2011. Further,
operating cash flow decreased due to increase in inventory days
for consumer care and lighting and infrastructure engineering
by 2 days and 4 days, respectively and also due to increase in
finance lease receivables by R2,808 million primarily relating to
large projects. This is partially offset by the increase in trade
payables and accrued expenses on account of better
management of payment terms. Receivable days as of a
particular reporting date is the proportion of receivables,
adjusted for unbilled and unearned revenue to the revenues for
the respective fiscal quarter multiplied by 90.
Cash used in investing activities for the year ended
March 31, 2011 was R17,239 million. Cash provided by
operating activities was utilized for the net purchase of
investments and inter-corporate deposits amounting to
R11,772 million. We also purchased property, plant and
equipment amounting to R12,211 million, which was primarily
driven by the growth strategy of the Company.
Cash used in financing activities for the year ended
March 31, 2011 was R26,378 million as against R601 million for
the year ended March 31, 2010. This increase is primarily due to
increase in net repayment of loans and borrowings amounting
to R10,122 million and payment of dividend amounting to
R15,585 million.
On April 27, 2011, our Board proposed a cash dividend of
R4 ($0.09) per equity share and ADR. The proposal is subject to
the approval of shareholders at the Annual General Meeting to
be held on July 19, 2011, and if approved, would result in a cash
outflow of approximately R11,410 million including corporate
dividend tax thereon.
We maintain debt/borrowing level that we have established
through consideration of a number of factors including cash
flow expectations, cash required for operations and investment
plans. We continually monitor our funding requirement and
strategies are executed to maintain sufficient flexibility to
access global funding sources, as needed. Please refer to
Note 12 of our Notes to the Consolidated Financial Statements
under IFRS for additional details on our borrowings.
As discussed above, cash generated from operations is our
primary source of liquidity. We believe that our cash and cash
Year on
Net cash provided by/(used in)
continuing operations:
Operating activities 50,998 (10,561)
Investing activities (33,815) 16,576
Financing activities (601) (25,777)
Net change in cash and
cash equivalents 16,582 (19,762)
Effect of exchange rate
changes on cash and
cash equivalent (1,258) 1,781
2011
40,437
(17,239)
(26,378)
(3,180)
523
classified as foreign exchange gains/losses, net within
results from operating activities. Borrowing costs are
recognized in the statement of income using the effective
interest method.
Finance and other income
Our finance and other income comprises interest income
on deposits, dividend income and gains on disposal of
available-for-sale financial assets. Interest income is
recognized using the effective interest method. Dividend
income is recognized when the right to receive payment is
established.
Liquidity and Capital Resources
The Companys cash flow from its operating, investing and
financing activities, as reflected in the Consolidated Statement
of Cash Flows under IFRS, is summarized in the table below:
Wipro Limited 43
Our purchase obligations include all commitments to purchase
goods or services of either a fixed or minimum quantity that
meet any of the following criteria: (1) they are non-cancelable,
or (2) we would incur a penalty if the agreement was
terminated.
(1) Interest payments for long-term fixed rate debts have been
calculated based on applicable rates and payment dates.
Interest payments on floating rate debt have been
calculated based on the payment dates and implied
forward interest rates as of March 31, 2011 for each relevant
debt instrument.
(2) Other non-current liabilities and non-current tax liabilities
in the statement of financial position include R2,633 million
i n respect of empl oyee benefi t obl i gati on and
R5,021 million towards uncertain tax position, respectively.
For these amounts the extent of the amount and timing of
repayment/settlement is not reliably estimatable or
determinable at present and accordingly have not been
disclosed in the table above.
equivalent along with cash generated from operations will be
sufficient to meet our working capital requirements as well as
repayment obligations in respect of debt / borrowings.
As of March 31, 2011, we had contractual commitments of
R2,071 ($47) related to capital expenditures on
construction or expansion of software development facilities,
R10,265 ($230) million related to non-cancelable operating
lease obligations and R3,645 ($82) million related to other
purchase obligations. Plans to construct or expand our software
development facilities are dictated by business requirements.
In relation to our acquisitions, a portion of the purchase
consideration is payable upon achievement of specified
earnings targets in future. We expect that our cash and cash
equivalents, investments in liquid and short-term mutual funds
and the cash flows expected to be generated from our
operations in future will generally be sufficient to fund the
earn-out payments and our expansion plans.
In the normal course of business, we transfer accounts
receivables, net investment in sale-type finance receivable and
employee advances (financial assets). Please refer Note 15 of
our Notes to Consolidated Financial Statements under IFRS.
Our liquidity and capital requirements are affected by many
factors, some of which are based on the normal ongoing
operations of our businesses and some of which arise from
uncertainties related to global economies and the markets that
we target for our services. We cannot be certain that additional
financing, if needed, will be available on favorable terms, if at all.
As of March 31, 2011 and 2010, our cash and cash equivalent
were primarily held in Indian Rupees, U.S. Dollars, Pound
Sterling, Euro, Japanese Yen, Singapore Dollars and Saudi Riyals.
million
Please refer to Financial risk management under Note 15 of
our Notes to the Consolidated Financial Statements under IFRS
for more details on our treasury activities.
Contractual obligations
The table of future payments due under known contractual
commitments as of March 31, 2011, aggregated by type of
contractual obligation, is given below:
(Figures in R Million except earnings per share data)
Particulars Payments due in
2011-12 2012-14 2014-16 2016-17
onwards
Short-term
borrowings 31,694 - - -
Long-term debt 1,146 19,277 35 15
Obligations under
capital leases 203 292 80 60
Estimated interest
(1)
payment 379 416 6 3
Capital commitments 2,071 - - -
Non-cancelable
operating lease
obligation 1,828 3,207 1,936 3,294
Purchase obligations 3,645 - - -
Other non-current
(2)
liabilities - 73 - -
Total
contractual
payment
31,694
20,473
635
804
2,071
10,265
3,645
73
D. Risk Management at corporate level
Risk Management Initiatives
Risk Management at Wipro is an enterprise wide function. It is
backed by a competent and specialist team that develops
frameworks and methodologies for organization wide
deployment.
Wipro ERM Framework
In continuation of our quest to be the Best in Breed, we have
benchmarked our practices with four globally recognized
standards
(a) AS/NS 4360:2004 by AUS/NZ Standards board
(b) Orange Book by UK Government Treasury.
(c) COSO; Enterprise Risk Management Integrated
Framework by Treadway Commission
(d) ISO/FDIS 31000:2009 by ISO
Our Risk Management approach is to carry out comprehensive
vulnerability analysis and extrapolate known failure modes as
an early warning indicator.
The risks are then subjected to detailed review mechanisms
which are tool based and norm triggered.
Mitigation measures in the form of systemic fixes are deployed
and are subjected to a stress test to evaluate their robustness
and effectiveness.
We made a conscious decision to move to a regimen of
pro-active risk management by responding to weak signals
through program-managed mitigation mechanism as
compared to a reactive crisis management approach which is
event induced.
By acting early, we give ourselves a wider selection of options
and alternatives to respond effectively and decisively.
Importance of Acting Early in response to a given risk
The different streams of ERM deployment in Wipro are:
ERM Framework
Alignment with global risk management standards and
automation (GRC - Governance, Risk management &
Compliance)
Business Risk Management
Models enabling risk identification, monitoring
controlling and reporting in all Business
processes from order to cash
Intellectual Property (IP)
IP protection policy to protect IP & position Wipro as the
Best of Breed
Functional Risk Management
Strengthening, simplifying and automating controls across key functions
such as finance, human resource, operations etc.
Code of Sales Ethics
Training programme to sales force on
business ethics
Anti-Fraud Initiatives
Ensuring transparency & propriety in
commercial processes
Awareness & Advocacy
Enhancing risk & compliance literacy
across the organization
2
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Risk In
Wipro Limited 45
Key Risk Management areas that we focused on
during the year:
(Listed alphabetically, not in order of Importance)
1. Alliance Risks
2. Business Continuity & Disaster Recovery
3. Climate Change & Sustainability
4. Country (Geo-Political) Risks
5. Employee Safety & Physical Security Risks
6. Emerging Technology Risks
7. Fraud Risks
8. Governance & Policy Compliance
9. Infrastructure & Operations Risks
10. Information Security & Compliance
11. Intellectual Property Risks
12. Large Programs Order to Cash Risks
13. People Engagement & Supply Chain Risks
14. Regulatory Compliance including Employment,
Immigration and Tax laws
15. Systemic Vulnerabilities
Intellectual Property Protection
A master plan to assess & mitigate risks around Intellectual
Property rights was implemented. The Plan included
a) Comprehensive reassessment of all failure modes, b) Clear
articulation of policy c) Continuous & targeted evangelization,
d) audit & assurance and e) systemic solutions to ensure
repeatability and reproducibility.
Business Specific Risk Management Models
Specific models to address risks in business segments/
processes were rolled out such as country risk assessment,
customer credit risk assessment, deal risk assessment etc.
Employee Safety & Physical Security
Employee safety continued as a core focus with enhanced
measures for transportation process (24*7 operations). Security
measures in offshore locations enhanced with a tie up with
Central Industrial Security force of Indian government.
Proactive Anti-Fraud Initiatives
The control environment has been further strengthened during
the year with more automated controls. Failure modes were
comprehensively re-assessed and technology solutions were
explored and implemented to automate controls.
Code of Ethics for Sales Force
In addition to the generic training & annual certification on
code of business conduct and ethics for all employees, a case
study based supplementary program on code of ethics for sales
force was rolled out. 15 plus sessions were conducted globally
to cover majority of our sales force on topics including
regulations such as FCPA law, Data privacy etc.
Info Security & Business Continuity
Information Security Program at Wipro covers core areas such as
Physical Security, Data protection, Business continuity
planning, Intellectual Property, access control, regulatory
compliance and employee awareness. Focus areas for the year
included:
Data protection reviews & compliance
Electronic training module launched for all employees on
information security & compliance.
Enhancing the Customer engagement - security
compliance by federated model of compliance
The Business continuity process was successfully invoked in
response to the Japan nuclear crisis
Oekom Research (Germany) ranked Wipro in the top most
position for its Information security compliance related to
management of customer data as part of its corporate
responsibility review report 2011.
Alliance Risk Management
A Risk Management framework was deployed to assess the risks
in engagement with critical alliance partners. Key risk indicators
such as availability of alternates, financial stability, and delivery
performance were assessed and mitigated.
Awareness & Training
Role based training programs to enhance risk literacy covering
Intellectual property practices, information security
compliance, bid risk management, delivery risk management
were deployed. The coverage included training more than 90%
of our Project and Technical Managers on risk management
practices and more than 50% of all employees on information
security and compliance practices.
We have followed a practice of providing only revenue
guidance for IT Services, our largest business segment. The
guidance is provided at the release of every quarterly earnings
when detailed Revenue outlook for the succeeding quarter is
shared. Over the years, the Company has performed in line with
quarterly Revenue guidance.
On April 27, 2011, along with our earnings release for
quarter ended March 31, 2011, we provided our most recent
quarterly guidance. Revenue from IT Services business for the
quarter ending June 30, 2011 is likely to be ranged between
USD 1,394-1,422 million*.
* Guidance is based on the following exchange rates: GBP/USD
at 1.64, Euro/USD at 1.46, AUD/USD at 1.07, USD/INR at 44.29.
E. Outlook
F. Internal Control Systems
We have presence across multiple countries, and a large
number of employees, suppliers and other partners collaborate
to provide solutions to our customer needs. Robust internal
controls and scalable processes are imperative to manage this
global scale of operations.
Our listing on the New York Stock Exchange (NYSE) provided us
an opportunity to get our independent auditors assess and
certify our internal controls primarily in the areas impacting
financial reporting. For the companies listed in the United
States of America, the Public Company Accounting Reform and
Investor Protection Act of 2002, more popularly known as the
SarbanesOxley Act requires :
1. Management to establish, maintain, assess and report on
effectiveness of internal controls over financial reporting
and;
2. Independent auditors to opine on effectiveness of internal
controls over financial reporting.
We adopted the COSO framework (Framework suggested by
Company of Sponsoring Trade way Organisation) for evaluating
internal controls. COSO identifies five layers of internal controls,
namely, Control Environment, Risk Assessment, Control
Activity, Information and Communication and Monitoring.
Information Technology controls were documented, assessed
and tested under the COBIT framework.
The entire evaluation of internal controls was carried out by a
central team reporting into the Chief Financial Officer.
We have obtained a clean and unqualified report from
our independent auditors on the effectiveness of our
internal controls.
Wipro Limited 47
G. Human Resource
In our IT Services and Products business, we had 122,385
employees, comprising 25,108 employees in BPO.
Attrition for the year in our IT Services business (excluding BPO
operations, Indian IT operations and other overseas
subsidiaries) was 24.1% compared with 18.3% last year.
Voluntary attrition stood at 22. 7% compared with
12.1% last year.
Compensation/People practices
We have continued to develop innovative methods for
accessing and attracting skilled IT professionals. We partnered
with a leading Indian university to establish a program for on
the job training and a Masters degree in software engineering.
We believe that our ability to retain highly skilled personnel is
enhanced by our leadership position, opportunities to work
with leading edge technologies and focus on training and
compensation. Our efforts resulted in us being ranked #9 in the
Aon Hewitt Indias Best Employer Survey the only IT company
in the Top 10 list.
We have designed our compensation to attract and retain top
quality talent and motivate higher levels of performance.
Our compensation packages include a combination of salary,
stock options, pension, and health and disability insurance.
We have devised both business segment performance and
individual performance linked incentive programs that we
believe more accurately link performance to compensation for
each employee. We measure our compensation packages
against industry standards and seek to match or exceed
them. We periodically reward high performers with
ong-term incentives in the form of restricted stock units (RSU).
RSU is a powerful retention tool and aligns employees with the
long-term goals of the Company.
Wipro Limited 49
Dear Shareholders,
On behalf of the Board of Directors, I am happy to present the
65
th
Directors Report of your Company along with the
Balance Sheet and Proft and Loss Account for the year ended
March 31, 2011.
Financial Performance
Key aspects of consolidated fnancial performance for Wipro and
its group companies and standalone fnancial results for Wipro
Limited for the fnancial year 2010-11 are tabulated below:
(` in Mn)
Consolidated Standalone
2010-11 2009-10 2010-11 2009-10
Sales and Other
income 316,938 276,505 269,038 237,887
Proft before Tax 62,348 55,095 57,055 56,888
Provision for Tax 9,695 9,163 8,618 7,908
Minority interest
and equity in
earnings/(losses) in
afliates 271 378 - -
Proft for the year* 52,924 46,310 48,437 48,980
Appropriations
Interim Dividend 4,908 - 4,908 -
Proposed Dividend
on equity shares 9,818 8,809 9,818 8,809
Corporate tax
on distributed
dividend 2,204 1,283 2,204 1,283
Transfer to General
Reserve 4,844 36,218 4,844 38,888
Balance retained
in Proft & Loss
account 31,150 - 26,663 -
* Proft for the year in standalone result is after ` 326 million
(March 2010: ` 4,534 million of gains/(losses) relating to changes
Di rectors
Report
in fair value of forward contracts designated as hedges of net
investment in non-integral foreign operations, translation
of foreign currency borrowings and changes in fair value of
related cross currency swaps together designated as hedges
of net investment in non-integral foreign operations. In the
consolidated Accounts, these are considered as hedges of
net investment in non-integral foreign operations and are
recognized directly in shareholders funds. (Refer note 6 on
page 112)
Global and Industry outlook
According to NASSCOM Strategic Review 2011, IT spend in
2011 is expected to grow about 4%. It is expected that in 2011,
there will be increased use of Cloud and Mobile Computing. IT
Services is expected to grow by about 3.5% in 2011 and 4.5% in
2012. Organisations will look for alternative IT models like Cloud,
On-demand Services, SaaS, etc, in order to reduce hardware
infrastructure costs and achieve scalability on demand.
The Forrester US and Global IT market Outlook Q3, 2010-
11 predicts that U.S. IT market will grow by 6.6% in 2011.
Companies are increasingly turning to Ofshore Technology
Service providers in order to meet their needs for high quality,
cost competitive technology solutions. As a result, spending in
several IT categories is expected to expand.
Subsidiary Companies
The Ministry of Corporate Afairs, Government of India, has
granted a general exemption under section 212(8) of the
Companies Act, 1956 from the requirement to attach detailed
fnancial statements of each subsidiary. In compliance with
the exemption granted, we have presented in page 163 & 164
summary fnancial information for each subsidiary.
The detailed fnancial statements and audit reports of each of the
subsidiaries are available for inspection at the registered ofce of
the company during ofce hours between 11 am to 1 pm and
upon written request from a shareholder, your company will
arrange to send the fnancial statements of subsidiary companies
to the said shareholder.
50 Annual Report 2010-11
Consolidated Results
Our Sales for the current year grew by 15% to `. 316,938 million
and our Proft for the year was ` 52,924 million, recording an
increase of 14% over the previous year. Over the last 10 years, our
Sales and Proft after Tax have grown at a CAGR (compounded
annual growth rate) of 26% and 23% respectively.
Dividend
Your Directors recommend a fnal Dividend of 200% (` 4/- per
equity share of ` 2/- each) to be appropriated from the profts of
the year 2010-11, subject to the approval of the shareholders at
the ensuing Annual General Meeting. The Dividend will be paid
in compliance with applicable regulations.
During the year 2010-11, unclaimed dividend of ` 1,37,605/-
was transferred to the Investor Education and Protection Fund,
as required under the Investor Education and Protection Fund
(Awareness and Protection of Investor) Rules, 2001.
Interim Dividend
Pursuant to the approval of Board of Directors on January 21,
2011, your company had distributed an interim dividend of
` 2/- per share, of face value of ` 2/- each, to shareholders, who
were on the Register of Members of the company as at closing
hours of January 28, 2011, being the record date fxed by the
Board of Directors for this purpose.
Issue of Bonus equity shares/American Depository Shares
In terms of approval of the shareholders of the company through
Postal Ballot pursuant to Section 192 A(2) of the Companies
Act, 1956 read with the companies (Passing of the Resolutions by
Postal Ballot) on June 4, 2010, the Company had allotted Bonus
equity shares of ` 2/- each in the ratio of 2:3 (two bonus shares
for every three shares held) to the shareholders of the Company
who were on the Register of Members of the Company as on
June 16, 2010, being the Record Date fxed by the Board of the
Directors of the Company for this purpose.
Mergers and Acquisitions
During the year, the Company re-structured a few of its
subsidiaries including overseas subsidiaries through merger/
other legal process.
Wipro Yardley Consumer Care Private Limited, a subsidiary
Company got merged with Wipro Limited w.e.f. April 1, 2010,
being the Appointed Date.
Investments in direct subsidiaries
During the year under review, your Company had invested
an aggregate of USD 34 Mn as equity in its direct subsidiaries
i.e. Wipro Cyprus Private Limited, Wipro Inc, Wipro Holdings
Mauritius Limited and Wipro Infrastructure Engineering
Machinery (Changzhou) Co., Ltd. Apart from this, your Company
had funded its subsidiaries, from time to time, as per the fund
requirements, through loans, guarantees and other means.
Corporate Governance & Corporate Social Responsibility
Your company believes that Corporate Governance is the basis
of stakeholder satisfaction. Your companys governance practices
are described separately in page 63 of this annual report. Your
company has obtained a certifcation from V. Sreedharan &
Associates, Company Secretaries on compliance with clause
49 of the listing agreement with Indian Stock Exchanges. This
certifcate is given in page 92.
With a view to strengthen the Corporate Governance
framework, the Ministry of Corporate Afairs has incorporated
certain provisions in the Companies Bill 2009. The Ministry of
Corporate Afairs has also issued a set of Voluntary Guidelines
on Corporate Governance and Corporate Social Responsibility
in December 2009 for adoption by companies. The Guidelines
broadly outline conditions for appointment of directors, guiding
principles to remunerate directors, responsibilities of the Board,
Risk Management, rotation of audit partners, audit frms and
conduct of secretarial audit and other Corporate Governance
and Corporate Social Responsibility related disclosures. Your
Company has by and large complied with various requirements
and is in the process of initiating appropriate action for other
applicable requirements.
Corporate Governance is also related to Innovation and strategy
as the organizations ideas of Innovation and strategies are driven
to enhance stakeholder satisfaction.
Personnel
The particulars of employees as required by Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars
of Employee) Rules, 1975 as amended have been provided as
Annexure C to this report.
Wipro Employee Stock Option Plans (WESOP) / Restricted
Stock Unit Plans
Information relating to stock options program of the Company
is provided as Annexure B of this report. The information is
being provided in compliance with Clause 12 of the Securities
and Exchange Board of India (Employee Stock Option Scheme)
and (Employee Stock Purchase Scheme) Guidelines, 1999, as
amended. No employee was issued Stock Option, during the year
equal to or exceeding 1% of the issued capital of the Company
at the time of grant.
Foreign Exchange Earnings and Outgoings
During the year, your company has earned foreign exchange of
` 183,771 million and the outgoings in foreign exchange were
` 85,642 million, including outgoings on materials imported
and dividend.
Research and Development
Requirement under Rule 2 of Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 regarding Technical
Absorption and Research and Development in Form B is given in
Page 54 of the Annual Report, to the extent applicable.
Wipro Limited 51
Conservation of Energy
The Company has taken several steps to conserve energy through
its Eco Eye and Sustainability initiatives disclosed separately as
part of this Annual Report. The information on Conservation
of Energy 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
provided in Annexure A in page 53 of this annual report.
Directors:
(A) Appointment
1. Mr. T. K. Kurien was appointed as an Additional
Di rector of the Company wi th effect from
February 1, 2011 in accordance with Section 260 of
the Companies Act, 1956, by the Board of Directors
at its meeting held on January 21, 2011. Mr. T. K.
Kurien will hold ofce till the date of the Annual
General Meeting of the Company scheduled to be
held on July 19, 2011. The requisite notices together
with necessary deposits have been received from a
member pursuant to Section 257 of the Companies
Act, 1956 proposing the election of Mr. T.K. Kurien as
a Director of the Company. Accordingly, necessary
resolution has been included in the notice for calling
Annual General Meeting, for his appointment as
a Director (designated as CEO (IT Business) and
Executive Director).
2. Mr. M.K. Sharma was appointed as an Additional
Director of the Company in accordance with Section
260 of the Companies Act, 1956, by the Board of
Directors with efect from July 1, 2011. The Additional
Director would hold ofce till the date of Annual General
Meeting of the Company scheduled to be held on
July 19, 2011. The requisite notices together
with necessary deposits have been received
from a member pursuant to section 257 of the
Companies Act, 1956 proposing the election of
Mr. M. K. Sharma, as a Director.
(B) Re-appointment
Articles of Association of the Company provide that at least two-
third of our Directors shall be subject to retirement by rotation.
One third of these retiring Directors must retire from ofce at
each Annual General Meeting of the shareholders. A retiring
Director is eligible for reelection. Mr. Suresh C Senapaty, Mr
William Arthur Owens and Mr B C Prabhakar retire by rotation and
being eligible ofer themselves for reappointment at the ensuing
Annual General Meeting. The Board Governance and Nomination
Committee have recommended their re-appointment for
consideration of the Shareholders.
Board of Directors vide circular resolution of June 15, 2011,
re-appointed Mr. Azim H Premji as Chairman and Managing
Director of the Company (designated as Chairman) for a
further period of two years with efect from July 31, 2011. This
re-appointment is subject to the approval of the shareholders of
the Company at the ensuing Annual General Meeting.
(C) Cessation
During the year 2010-11 Mr. Girish S Paranjpe and Mr. Suresh
Vaswani resigned as Board members of the company with efect
from closure of business hours on January 31, 2011.
The Board places on record the valuable contributions of
Mr. Girish S Paranjpe and Mr. Suresh Vaswani during their tenure
as Directors of the Company.
Group
The names of the Promoters and entities comprising group
(and their shareholding) as defned under the Monopolies and
Restrictive Trade Practices (MRTP) Act, 1969 for the purposes
of Section 3(1)(e)(i) of SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 include the following:
Sl.
No.
Name of the shareholder No. of
shares
1 Azim H Premji 93,405,100
2 Yasmeen A Premji 10,62,666
3 Rishad Azim Premji 9,46,666
4 Tariq Azim Premji 2,65,000
5 Mr. Azim Hasham Premji Partner
Representing Hasham Traders
543,765,000
6 Mr Azim Hasham Premji Partner
Representing Prazim Traders
541,695,000
7 Mr. Azim Hasham Premji Partner
Representing Zash Traders
540,408,000
8 Regal Investments & Trading Company
Pvt Ltd
1,87,666
9 Vidya Investment & Trading Company
Pvt Ltd
1,87,666
10 Napean Trading & Investment Company
Pvt Ltd
1,87,666
11 Azim Premji Foundation (I) Pvt. Ltd 10,843,333
12 Azim Premji Trust 2,13,000,000
13 Azim Premji Trustee Company Private
Limited
NIL
14 Azim Premji Foundation for
Development
NIL
15 Azim Premji Foundation NIL
16 Azim Premji Trust Services Private
Limited
Nil
17 Azim Premji Safe Deposits Private
Limited
Nil
18 Azim Premji Custodial Services Private
Limited
Nil
Managements Discussion and Analysis Report
The Managements Discussion and Analysis on Companys
performance industry trends and other material changes with
respect to the Company and its subsidiaries, wherever applicable,
are presented on pages 32 through 48 of this annual report.
Re-appointment of Statutory Auditor
The auditors, M/s. BSR & Co., Chartered Accountants, retire at
the ensuing Annual General Meeting and have confrmed their
eligibility and willingness to accept ofce, if re-appointed. The
proposal for their re-appointment is included in the notice for
Annual General Meeting sent herewith.
Re-appointment of Cost Auditor
Pursuant to the direction from the Ministry of Corporate Afairs
for appointment of Cost Auditors, your Board of Directors has
re-appointed M/s. P.D. Dani & Co., Cost Accountants, as the Cost
Auditor for the year ended March 31, 2012.
The Cost Audit report for the year ended March 31, 2010 was
due on September 30, 2010 and was fled by the cost Auditor
on August 25, 2010.
Fixed Deposits
Your company has not accepted any fxed deposits. Hence, there
is no outstanding amount as on the Balance Sheet date.
Green Initiatives in Corporate Governance
Ministry of Corporate Afairs has recently permitted companies
to send electronic copies of Annual Report, notices etc., to the
e-mail IDs of shareholders. We have accordingly arranged to
send the soft copies of these documents to the e-mail IDs of
shareholders wherever applicable. In case any of the shareholder
would like to receive physical copies of these documents, the
same shall be forwarded on written request to the Registrars
M/s. Karvy Computer Share Private Limited.
Directors Responsibility Statement
On behalf of the Directors I confrm that as required under
Section 217 (2AA) of the Companies Act, 1956.
a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that no
material departures are made from the same;
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 afairs of the Company at the end of
the fnancial year and of the profts of the Company for the
period;
c) We have taken proper and sufcient 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
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates,
fnancial institutions and Central and State Governments for
their consistent support and encouragement to the Company.
I am sure you will join our Directors in conveying our sincere
appreciation to all employees of the Company for their hard
work and commitment.Their dedication and competence has
ensured that the Company continues be a signifcant and leading
player in the IT services industry.
For and on behalf of the Board of Directors
Azim H. Premji,
Chairman
Bangalore, June 17, 2011
Wipro Limited 53
Annexure A forming part of the Directors Report
A. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY
( Wipro Infrastructure Engineering Division)
ELECTRICITY 2010-11 2009-10
a. Purchased
Unit KWH 8,528,328 5,683,709
Total Amount ` 46,194,564 30,024,982
Rate/Unit ` 5.42 5.28
b. Own Generation through DG
Unit KWH 1,080,430 824,978
Unit/Ltr. Of
Diesel
Units 2.91 2.53
Cost per unit ` 13.28 13.87
B. CONSUMPTION PER UNIT PRODUCTION
( Wipro Infrastructure Engineering Division)
Hydraulic cylinder Electricity
(kwh/Cyl.)
Diesel
(Lts/Cyl.)
2010-11 20.11 0.77
2009-10 20.40 1.02
C. DISCLOSUREOF PARTICULARS WITH RESPECT TO
CONVERSATION OF ENERGY
( Wipro Consumer Care Division)
Electricity 2010-11 2009 - 2010
a Purchased
Unit KWH 19,857,756 18,104,719
Total Amount ` 98,858,732 81,983,935
Rate/unit ` 4.98 4.53
b Own generation
Through Diesel
Generator

Unit KWH 1,961,637 1,047,006
Unit/litre of diesel Units 3.14 3.15
Cost per unit ` 12.25 10.90
Coal
Quantity Tones 1,843 2,594
Total Cost ` 10,184,851 12,115,327
Av. Rate ` 5,528 4,671
Furnace Oil 2010-11 2009-10
Quantity FO Ltrs. 3,149,110 4,546,900
Total Cost ` 102,419,666 120,679,932
Av. Rate ` 32.52 26.54
LPG & Propane
Quantity Kgs. 741,751 697,410
Total Cost ` 30,954,644 24,944,813
Av. Rate ` 41.73 35.77
H
2
Gas
Quantity CMT 108,642 107,623
Total Cost ` 3,547,283 3,670,983
Av. Rate ` 32.65 34.11
D. CONSUMPTION PER UNIT PRODUCTION
( Wipro Consumer Care Division)
Vanaspati Electricity
(KWH/ Tonne)
Liquid Diesel Oil
(Litres / Tonne)
ACT STD
2010/11 132.38 109 NA
2009/10 130.53 109 NA
General Lighting
System
Electricity
(KWH/ 000 nos.)
Liquid Diesel Oil
(Litres / 000 nos.)
ACT STD ACT STD
2010/11 14.04 16.00 0.36 -
2009/10 14.72 16.00 0.37 -
Flourescent Tube
Light
Electricity
(KWH/ 000 nos.)
Liquid Diesel Oil
(Litres / 000 nos.)
ACT STD ACT STD
2010/11 107.55 129.00 5.19 -
2009/10 135.20 136.00 3.79 -
FORM B
Wipros R&D Activities: 2010-11
Wipros R&D focus is to strengthen the portfolio of Applied
Research, Centers of Excellence (CoE), Solution Accelerators and
Software Engineering Tools & Methodologies.
Applied Research
Your Companys activities in Applied Research are focused
around Content Analytics and E-discovery. Investment in
Applied Research has helped in collaboration with academic
institutes like Georgia Tech for Enterprise Software Infrastructure
performance in the cloud and IIIT-B in the space of social
analytics. Your Company has fled invention disclosures in the
area of query processing incubated solutions of E-discover and
made publications in ACM.
Your Companys researchers were actively involved in
Government committees to integrate Rupee sign into ICT
environments. Rupee symbol is incorporated into personal
computers and first keyboard was created with the Indian
Rupee symbol.
Your Company has entered into a joint collaboration agreement
with Imec, a leading research institution from Belgium, world
leader in Applied Research in Semiconductor and Nano
technology in March 2011. The joint team being set up at Wipros
campus in Bangalore will develop IPs targeted for products and
solutions based on MEMS based smart sensors for emerging
market need.
Centers of Excellence (CoE)
The goal of a CoE is to create competencies in emerging areas of
technologies and industry domain and incubate new practices
for business growth. In order to enhance focus, few technologies
are driven centrally as Theme initiatives. For FY 2010-11, the
technology themes identifed were Cloud Computing, Green
IT, Social Computing, Information Management, Mobility,
Collaboration and Open Source. Investments in Technology
Themes have resulted in creation of several new services
like Cloud SI Services, Cloud Originator Services in areas of
Mortgage Processing and Green Consulting. We have established
partnerships with leading technology platform providers like
Microsoft, Cisco, EMC, HP, Oracle, Amazon, Salesforce, etc.
Solution Accelerators
Your Company continued to invest in Reusable IPs/Solution
Accelerators (components, tools, frameworks) which help in
accelerating the implementation of Solutions in customer
engagements. Your Company has integrated various accelerator
assets to create integrated stacks and solution.
Sample examples of integrated stack and solutions and business
platforms are the Wipro Cloud Stack, Digital Marketing Platform
and Enterprise Grade Smart Meters, Telco in a Box, Oracle based
Clinical Trials solutions.
Software Engineering Tools & Methodologies
Your Company continued to invest in in-house development of
Software Engineering tools to improve productivity and Quality;
Examples include Wipro Style, Wipro Accelerator , Wipro Unit Test
and Wipro Code Checker and Deepcheck. These tools have been
widely deployed across projects in your Company.
Your Company continued investment in developing an approach
for Flex Shared Delivery with innovative solution for efective
queue and capacity management for reduced cost.
Your Company has developed an in-house KEDB (Known Error
Data Base) Tool that will help in faster ticket resolution in
Managed Services projects.
Patents
In FY 2010-11, your Company had fled for 7 new patents and
from the previous flings, 6 patents have been granted.
Expenditure on R&D
During the year under review, your company incurred an
expenditure of ` 1,656 million including capital expenditure in
continued development of R& D activities.
Wipro Limited 55
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Wipro Limited 63
Corporate
Governance
Report
The Spirit of Wipro represents the core values of Wipro. The three
values encapsulated in the Spirit of Wipro are:
Intensity to Win
- Make customers successful
- Team, lnnovate and excel
Act with Sensitivity
- Pespect for the lndlvldual
- Thoughtful and responslble
Unyielding Integrity
- Dellverlng on commltments
- Honesty and falrness ln actlon
Thls has been artlculated through the Company's Code of
8uslness Conduct and Lthlcs, Corporate Governance guldellnes,
charters of varlous sub-commlttees of the 8oard and Company's
Dlsclosure pollcles. These pollcles seek to focus on enhancement
of long-term shareholder value wlthout compromlslng on Lthlcal
Standards and Corporate Soclal Pesponslbllltles. These practlces
form an lntegral part of the Company's operatlng plans.
Corporate Governance phllosophy ls put lnto practlce at wlpro
through the followlng four layers, namely,
l. Governance by Shareholders,
2. Governance by 8oard of Dlrectors,
3. Governance by Sub-commlttee of 8oard of Dlrectors, and
4. Governance of the management process
FIRST LAYER: GOVERNANCE BY SHAREHOLDERS
Annual General Meeting
Annual General meetlng for the year 20l0-ll ls scheduled
on Tuesday, July 19, 2011, at 4.30 PM. The meetlng wlll be
conducted at Wipro campus, Cafeteria Hall, EC-3, Ground
Floor, Opp. Tower 8, No.72, Keonics Electronics city, Hosur
Road, Bangalore 561 229.
Por those of you, who cannot make lt to the meetlng, please
remember that you can appolnt a proxy to represent you at the
meetlng. Por thls you need to ll a proxy form and send lt to us.
The last date for recelpt of proxy forms by us ls 1uly l7, 20ll,
before 4.30 pm.
Annual General Meetings and other General Body meeting of
the last three years and Special Resolutions, if any.
Por the year 2007-08, we had our Annual General Meetlng on
1uly l7, 2008, at 4.30.PM. The meetlng was held at wlpro Campus,
Cafeterla Hall LC-3, Ground Ploor, Opp. Tower 8, No. 72, Keonlcs
Llectronlc Clty, Hosur Poad, 8angalore - 56l229. The followlng
four resolutlons were passed (last one was Speclal Pesolutlon):
- Appolntment of Mr. Suresh C Senapaty as Dlrector of the
Company and payment of remuneratlon.
- Appolntment of Mr. Glrlsh S Paran[pe as Dlrector of the
- Appolntment of Mr. Suresh vaswanl as Dlrector of the
- Amendment to Artlcles of Assoclatlon for lncrease ln the
number of dlrectors.
Por the year 2008-09 we had our Annual General Meetlng on
1uly 2l, 2009, at 4.30.PM. The meetlng was held at wlpro Campus,
resolutlon was passed.
- Pe-appolntment of Mr. Azlm H Prem[l as Chalrman and
Managlng Dlrector of the Company as well as the payment
of salary, commlsslon and perqulsltes.
- On the same date at the same venue we had a Court
Convened Extraordinary General Meeting. |n thls meetlng
the scheme of Amalgamatlon of |ndlan branch omces of
wlpro Networks Pte Ltd., Slngapore and wMNetserv Llmlted,
Cyprus wlth wlpro Llmlted was taken up.
Por the year 2009-10 we had our Annual General Meetlng on
1uly 22, 20l0, at 4.30.PM. The meetlng was held at wlpro Campus,
64 Annual Peport 20l0-ll
resolutlons were passed (last one belng speclal resolutlon).
- Appolntment of Dr. Hennlng Kagermann as a Dlrector.
- Appolntment of Mr. Shyam Saran as a Dlrector.
- Pe-appolntment of Mr. Plshad Prem[l under Sectlon 3l4(l8)
for holdlng omce or place of prot
Financial Calendar
Our tentatlve calendar for declaratlon of results for the nanclal
year 20ll-l2 ls as glven below:
Table 01: Calendar for Reporting
Quarter ending Release of results
Por the quarter endlng 1une
30, 20ll
Pourth week of 1uly 20ll
Por the quarter and half year
endlng September 30, 20ll
Pourth week of October 20ll
Por the quarter and nlne month
endlng December 3l, 20ll
Thlrd week of 1anuary 20l2
Por the year endlng March
3l, 20l2
Pourth week of Aprll 20l2
In addition, the Board may meet on other dates if there are
special requirements.
Interim Dividend
our 8oard of Dlrectors declared an |nterlm Dlvldend of
` 2/- per share on equlty shares of ` 2/- each on 1anuary 2l,
20ll
Record Date for Interim Dividend
The record date for the purpose of payment of |nterlm Dlvldend
was xed as 1anuary 28, 20ll, and the |nterlm Dlvldend was pald
to our shareholders who were on the Peglster of Members as at
the closlng hours of 1anuary 28, 20ll.
Final Dividend
our 8oard of Dlrectors has recommended a Plnal Dlvldend of
` 4/- per share on equlty shares of face value of ` 2/- each.
Date of Book closure
Our Peglster of members and share transfer books wlll
remaln closed from 1uly 0l, 20ll to 1uly l9, 20ll (both days
lncluslve).
Final Dividend Payment Date
Dlvldend on equlty shares as recommended by the Dlrectors for
the year ended March 3l, 20ll, when declared at the meeting,
wlll be pald on 1uly 2l, 20ll,
(l) to those members whose names appear on the Company's
reglster of members, after glvlng effect to all valld
share transfers ln physlcal form, lodged wlth M/s Karvy
Computershare Prlvate Llmlted, Peglstrar and Share
Transfer Agent of the Company on or before 1uly l, 20ll.
(ll) |n respect of shares held ln electronlc form, to those
"deemed members whose names appear ln the statements
of beneclal ownershlp furnlshed by Natlonal Securltles
Deposltory Llmlted (NSDL) and Central Deposltory
Servlces (|ndla) Llmlted (CDSL) as at the openlng hours on
1uly l, 20ll.
National ECS facility
As per P8| notlcatlon, wlth enect from October l, 2009, the
remlttance of money through LCS ls replaced by Natlonal
Llectronlc clearlng Servlces (NLCS) and banks have been
lnstructed to move to the NLCS platform.
NLCS essentlally operates on the new and unlque bank account
number, allotted by banks post lmplementatlon of Core 8anklng
Solutlons (C8S) for centrallzed processlng of lnward lnstructlons
and emclency ln handllng bulk transactlon.
|n thls regard, shareholders holdlng shares ln electronlc form
are requested to furnlsh the new l0-dlglt 8ank Account Number
allotted to you by your bank(after lmplementatlon of C8S),
along wlth photocopy of a cheque pertalnlng to the concerned
account, to your Deposltory Partlclpant (DP). Please send these
detalls to the Company/Peglstrars, lf the shares are held ln
physlcal form, lmmedlately.
|f your bank partlculars have changed for any reason, please
arrange to reglster the NLCS wlth the revlsed bank partlculars.
The Company wlll use the NLCS mandate for remlttance of
dlvldend elther through NLCS or other electronlc modes falllng
whlch the bank detalls avallable wlth Deposltory Partlclpant wlll
be prlnted on the dlvldend warrant. All the arrangements are
sub[ect to P8| guldellnes, lssued from tlme to tlme.
Special Resolution passed during the Financial Year 2010-11
through the Postal Ballot Procedure
The followlng Speclal Pesolutlons were passed through postal
ballot procedure on 1une 4, 20l0 for lssue of bonus shares and
related resolutions.
l. |ncrease ln Authorlsed Share Capltal and Alteratlon of
Memorandum of Assoclatlon of the Company.
2. Alteratlon of Artlcle of Assoclatlon of the Company.
3. Issue of Bonus Shares.
Awards and Rating
The Company has been awarded the hlghest ratlng of Stakeholder
value and Corporate Patlng l (called SvG l) by |CPA Llmlted, a
ratlng agency ln |ndla belng an assoclate of Moody's. Thls ratlng
lmplles that the Company belongs to the Hlghest Category on
the composlte parameters of stakeholder value creatlon and
management as also Corporate Governance practlces.
The company has been awarded the National award for
excellence in Corporate Governance from Institute of
Company Secretaries of India during the year 2004.
The Company has also been asslgned LAAA ratlng to wlpro's long
Wipro Limited 65
term credlt. Thls ls the hlghest credlt quallty ratlng asslgned by
|CPA Llmlted to long term lnstruments.
The Company was ranked among the Top 5 ln Greenpeace
|nternatlonal Panklng Gulde and regalned lts top posltlon among
Indian IT Brands.
Corporate Social Responsibility and Sustainability Reporting
wlpro's sustalnablllty reportlng artlculates our perspectlve
on the emerglng forces ln the global sustalnablllty landscape
and wlpro's response on multlple fronts. Por each of the three
dlmenslons of economlc, ecologlcal and soclal sustalnablllty,
we state the posslble rlsks as well as the opportunltles that we
are trylng to leverage.
Our thlrd 'Sustalnablllty Peport' for 2009-l0 ls a comprehenslve
artlculatlon of wlpro's multlple lnltlatlves on Lnergy and
Greenhouse Gas reductlon, water Lmclency, waste Management,
Dlverslty, Lmployee Lngagement, Customer Stewardshlp,
Lducatlon, Communlty Care and Advocacy. Our report has been
rated A+ for the third successive lnstance based on a rlgorous
external audlt by DNv AS, the globally renowned provlder of
sustalnablllty assurance servlces. The ratlng represents the hlghest
standards of transparency and completeness ln reportlng.
The theme of thls report "Llvlng the Puture renects the urgency
of advanclng the vlslon of a sustalnable and lncluslve world. To
make thls happen, 8uslness, Government and Clvll Soclety must
break exlstlng sllos and start worklng together.
Your Companys Sustainability Report for 2009-10 has been
assessed by DNV at the A+ level, whlch represents the hlghest
levels of transparency, coverage and quallty of reportlng. ou can
know more about our sustalnablllty and Soclal |nltlatlves ln our
webslte www.wipro.com/corporate/investors/sustainability-
wipro.htm
Shareholders Satisfaction Survey
The Company conducted a Shareholders'Satlsfactlon survey ln 1uly
20l0 seeklng vlews on varlous matters relatlng to lnvestor servlces.
About l066 shareholders partlclpated and responded to the
survey. The analysis of the responses refects an average
rating of about 3.6 on a scale of 1 to 4. Around 83% of the
shareholders indicated that the services rendered by the
Company were good /excellent and were satisfed.
we are constantly ln the process of enhanclng our servlce
levels to further lmprove the satlsfactlon levels based on the
feedback recelved from our shareholders. we would welcome
any suggestlons from your end to lmprove our servlces.
Means of Communication with Shareholders / Analysis
we have establlshed procedures to dlssemlnate, ln a planned
manner, relevant lnformatlon to our shareholders, analysts,
employees and the soclety at large.
Our Audlt Commlttee revlews the earnlngs press releases, SLC
llngs and annual and quarterly reports of the Company, before
they are presented to the 8oard of Dlrectors for thelr approval
for release.
News Releases, Presentations, etc.: All our news releases and
presentatlons made at lnvestor conferences and to analysts
are posted on the Company's webslte at www.wipro.com/
corporate/investors.
Quarterly results: Our quarterly results are publlshed ln wldely
clrculated natlonal newspapers such as The 8uslness Standard,
the local dally Kannada Prabha. we have also commenced
lntlmatlng quarterly results to shareholders by emall from
1anuary 20ll onwards.
Website: The Company's webslte contalns a separate dedlcated
sectlon "|nvestor where lnformatlon sought by shareholders ls
avallable. The Annual report of the Company, earnlngs press
releases, SLC flllngs and quarterly reports of the Company
apart from the detalls about the Company, 8oard of dlrectors
and Management, are also avallable on the webslte ln a user-
frlendly and downloadable form at www.wlpro.com/corporate/
lnvestors-lndex.htm
Annual Report: Annual Peport contalnlng audlted standalone
accounts, consolldated flnanclal statements together wlth
Dlrectors'report, Audltors'report and other lmportant lnformatlon
are clrculated to members and others entltled thereto.
Table 02: Communication of Results
Means of communications Number of times during
2010-11
Larnlngs Calls 4
Publlcatlon of results 4
Analysts meet 2
Listing on Stock Exchanges, Stock Codes, International
Securities Identification Number (ISIN) and Cusip Number
for ADRs
our company's shares are llsted ln the followlng exchanges as
of March 3l, 20ll and the stock codes are:
Table 03: Stock codes
Equity shares Stock Codes
8ombay Stock Lxchange
Llmlted (8SL)
507685
Natlonal Stock Lxchange of
|ndla Llmlted (NSL)
Wipro
American Depository Receipts
New ork Stock Lxchange
(NSL)
WIT
Notes:
l. Llstlng fees for the year 20ll-l2 has been pald to the |ndlan
Stock Lxchanges
2. Llstlng fees to NSL for the calendar year 20ll has been
paid.
3. The stock code on Peuters ls wPPOQ|N and on 8loomberg
ls w|PP.8O
International Securities Identifcation Number (ISIN)
|S|N ls an ldentlcatlon number for traded shares. Thls number
needs to be quoted ln each transactlon relatlng to the
dematerlallzed equlty shares of the Company. Our |S|N number
for our equlty shares ls INE075A01022.
CUSIP Number for American Depository Shares
The Commlttee on Unlform Securlty |dentlcatlon Procedures
(CUS|P) of the Amerlcan 8ankers Assoclatlon has developed a
unlque numberlng system for Amerlcan Deposltory Shares. Thls
number ldentles a securlty and lts lssuer and ls recognlzed
globally by organlzatlons adherlng to standards lssued by the
|nternatlonal Securltles Organlzatlon. Cuslp number for our
Amerlcan Deposltory Scrlp ls 9765lMl09.
Corporate Identity Number (CIN)
Our Corporate | dentl t y Number (C| N) , al l otted by
Ministry of Company Affairs, Government of |ndla ls
L32102KA1945PLC020800, and our Company Peglstratlon
Number ls 20800.
Registrar and Transfer Agents
The Power of share transfer and related operatlons has been
delegated to Peglstrar and Share Transfer Agents Karvy
Computershare Prlvate Llmlted, Hyderabad.
Share Transfer System
The turnaround time for completion of transfer of shares in
physlcal form ls generally less than 7 days from the date of
recelpt, lf the documents are clear ln all respects.
we have also lnternally xed turnaround tlmes for closlng the
querles/complalnts recelved from the shareholders wlthln 7 days
if the documents are clear in all respects.
Address for correspondence
The address of our Peglstrar and Share Transfer Agents ls glven
below.
Karvy Computershare Private Ltd.
Karvy House
Karvy Computer Share Prlvate Llmlted,
Unlt: wlpro Llmlted,
Plot no: l7-24, vlttal Pao Nagar,
Madhapur,
Hyderabad: 500 08l.
Tel: 040 234208l5
Pax: 040 234208l4
Lmall ld: [ayaramanvkQkarvy.com Contact person: Mr. v K
1ayaraman
Lmall ld: krlshnansQkarvy.com Contact person: Mr. Krlshnan S
Overseas depository for ADSs
J.P. Morgan Chase Bank N.A.
60, wall Street
New ork, N l0260
Tel: 00l 2l2 648 3208
Pax: 00l 2l2 648 5576
Indian custodian for ADSs
|ndla sub custody
1.P. Morgan Chase 8ank N.A.
1.P. Morgan Towers,
lst Ploor, On C.S.T. Poad,
Kallna, Santacruz (Last),
Mumbal 400 098
Tel: 9l-22-6l5738484
Pax: 9l-22-6l5739l0
Web-based Query Redressal System
Members may utlllze thls new faclllty extended by the Peglstrar
& Transfer Agents for redressal of thelr querles.
Please vlslt http://karisma.karvy.com and cllck on "lnvestors
optlon for query reglstratlon through free ldentlty reglstratlon
to log on. |nvestor can submlt the query ln the "QULP|LS optlon
provlded on the web-slte, whlch would glve the grlevance
reglstratlon number. Por accesslng the status/response to your
query, please use the same number at the optlon "v|Lw PLPL
after 24 hours. The investors can continue to put additional
querles relatlng to the case tlll they are satlsed.
Shareholders can also send their correspondence to the
Company wlth respect to thelr shares, dlvldend, request for
annual reports and shareholder grlevance.The contact detalls
are provlded below:
Mr.v Pamachandran,
Company Secretary
Wipro Limited
Doddakannelll
Sar[apur Poad
8angalore 560 035
Ph: 9l 80 284400ll (Lxtn 226l85)
Pax: 9l 080 2844005l
Lmall:
ramachandran.venkatesanQwlpro.com
Mr. G
Kothandaraman,
Senlor Manager-
Secretarial &
Compllance
Wipro Limited
Doddakannelll
Sar[apur Poad
8angalore 560 035
Ph: 9l 80 284400ll (Lxtn 226l83)
Pax: 9l 080 2844005l
Lmall:
kothandaraman.gopalQwlpro.com
Shareholder grlevance can also be sent through emall to the
followlng deslgnated emall ld: mallmanagerQkarvy.com.
Analysts can reach our |nvestor Pelatlons Team for any querles and
clarlcatlon on Plnanclal/|nvestor Pelatlons related matters:
Mr. Pa[endra Kumar
Shreemal
vlce Presldent &
Corporate Treasurer
Wipro Limited
Doddakannelll
Sar[apur Poad
8angalore 560 035
Ph: 9l 80 284400ll (Lxtn 226l86)
Pax 9l 080 2844005l
Lmall:
ra[endra.shreemalQwlpro.com
Wipro Limited 67
Mr P Srldhar
CPO-|nternatlonal
Sales & Operatlons
Wipro Limited
Last 8runswlck
Tower 2
New 1ersey
US
Ph: +l 650-3l6-3537
Lmall : srldhar.ramasubbuQwlpro.
com
Description of voting rights
All our shares carry votlng rlghts on a parl-passu basls.
Pursuant to Clause 5A of the Llstlng Agreement, Shareholders
holdlng physlcal shares and not havlng clalmed share certlcates
have been sent remlnder letters to clalm the certlcates from
the Company. 8ased on thelr response, such shares wlll be
Table 04 Distribution of Shareholding and categories of Shareholders as per Clause 35 of the Listing Agreement as on
March 31, 2011
31-Mar-11 31-Mar-10
Category No of Share
holders
%age of
Shares
No. of Shares % of Total
Equity
No. of Share
holders
%age of
Shares
No. of Shares % of
Total
Equity
0-5000 2l5,769 97.97 23,535,42l 0.96 l76,30l 98.25 l5,084,678 l.03
500l - l0000 l,659 0.75 6,088,430 0.25 l,233 0.69 4,388,560 0.30
l000l - 20000 l,lll 0.50 8,009,893 0.33 7l9 0.40 5,080,540 0.35
2000l - 30000 434 0.20 5,396,893 0.22 277 0.l5 3,397,27l 0.23
3000l - 40000 223 0.l0 3,904,440 0.l6 l55 0.09 2,704,847 0.l8
4000l - 50000 l52 0.07 3,4l8,497 0.l4 76 0.04 l,738,890 0.l2
5000l - l00000 28l 0.l3 9,942,84l 0.40 205 0.ll 7,l08,609 0.48
l0000l and
above
608 0.28 2,394,ll2,730 97.54 472 0.26 l,428,707,794 97.3l
Total 220,237 l00.00 2,454,409,l45 l00.00 l79,438 l00.00 l,468,2ll,l89 l00.00
we have 50l0 shareholders holdlng one share each of the company.
Table 05 Distribution of shareholding City-wise as of March 31, 2011
Sl.
No.
CITY No. of share
Holders
Percentage No. of equity
shares
Percentage
1 AHMLDA8AD 8,00l 3.63 l,l86,038 0.05
2 8ANGALOPL 20,637 9.37 l,982,968,49l 80.79
3 CALCUTTA 7,806 3.54 l,l6l,424 0.05
4 CHLNNA| l0,994 4.99 3,909,355 0.l6
5 COCH|N l,2l0 0.55 263,958 0.0l
6 CO|M8ATOPL l,493 0.68 l60,l54 0.0l
7 DOM8|vAL| l,376 0.62 l3l,502 0.0l
8 POPL|GN ADDPLSSLS 2,396 l.09 l,072,949 0.04
9 GANDH| NAGAP l,447 0.66 l22,87l 0.0l
l0 GUPGAON l,300 0.59 409,935 0.02
11 HDLPA8AD 6,45l 2.93 2,l70,9l9 0.09
12 |NDOPL l,049 0.48 l20,228 0.00
13 1A|PUP l,534 0.70 l45,87l 0.0l
transferred to Unclaimed Suspense Account as per the Llstlng
Agreement. The dlsclosure as requlred under Clause 5A of the
Llstlng Agreement ls glven below:
a. Aggregate number of shareholders and the outstandlng
shares lylng ln the Unclalmed Suspense Account at the
beglnnlng of the year : Nll
b. Number of shareholders who approached the lssuer for
transfer of shares from the Unclalmed Suspense Account
durlng the year: Nll
c. Number of shareholders to whom shares were transferred
from the Unclalmed Suspense Account durlng the year : Nll
d. Aggregate number of shareholders and the outstandlng
shares lylng ln the Unclalmed Suspense Account at the end
of the year : Nll
Sl.
No.
CITY No. of share
Holders
Percentage No. of equity
shares
Percentage
14 KALAN l,0l8 0.46 322,569 0.0l
l5 KANPUP l,098 0.50 ll3,993 0.00
16 LUCKNOw l,598 0.73 206,4l2 0.0l
l7 MANGALOPL l,655 0.75 257,628 0.0l
l8 MUM8A| 43,299 l9.66 4l5,ll6,6l6 l6.9l
l9 MSOPL l,048 0.48 l74,064 0.0l
20 NAGPUP l,444 0.66 286,486 0.0l
21 NAS|K l,5l5 0.69 l8l,3l0 0.0l
22 NAv| MUM8A| l,746 0.79 454,485 0.02
23 NLw DLLH| l0,l93 4.63 3,l4l,l84 0.l3
24 NO|DA l,l70 0.53 233,755 0.0l
25 PUNL l0,924 4.96 2,86l,l08 0.l2
26 PA1KOT l,277 0.58 236,242 0.0l
27 SUPAT 3,596 1.63 l9,4l3,848 0.79
28 THANL 4,652 2.11 849,782 0.03
29 vADODAPA 4,064 l.85 554,0ll 0.02
30 OTHLP C|T|LS 64,246 29.l7 l6,l8l,957 0.66
TOTAL 220,237 l00.00 2,454,409,l45 l00.00
I)(a) Shareholding Pattern as of March 31, 2011 under Clause 35 of the Listing Agreement
Partly paid-up shares No. of partly paid-up
shares
As a % of total no. of partly
paid-up shares
As a % of total no. of shares of
the Company
Held by promoter/promoter
group
0 0 0
Held by publlc 0 0 0
Total 0 0 0
Outstandlng convertlble
securities:
No. of outstandlng
securities
As a % of total no. of
outstandlng convertlble
securities
As a % of total no. of shares of the
Company assumlng full converslon
of the convertlble securltles
group
0 0 0
Total 0 0 0
Warrants: No. of warrants As a % of total no. of
warrants
As a % of total no. of shares of
the Company, assumlng full
converslon of warrants
group
0 0 0
Total 0 0 0
Total pald-up capltal of the
Company, assumlng full
converslon of warrants and
convertlble securltles
2,454,409,l45 shares of ` 2/- each
Wipro Limited 69
Categ-ory
code (I)
Category of shareholder
(II)
Number of
shareholders
(III)
Total number
of shares
Number of
shares held in
dematerialized
form
Total shareholding as
a percentage of total
number of shares
Shares Pledged
or otherwise
encumbered
As a
percentage
of (A+B)
As a
percentage
of (A+B+C)
Number
of
Shares
As a
Percentage
(A) Shareholding of Promoter
and Promoter Group

(l) Indian
(a) |ndlvlduals/ Hlndu
Undlvlded Pamlly
4 95,679,432 95,l47,432 3.96 3.90 Nll Nll
(b) Central Government/ State
Government(s)
Nll Nll Nll Nll Nll
(c) 8odles Corporate (Promoter
ln hls capaclty as Dlrector
of Prlvate Llmlted/Sectlon
25 Companles)
4 ll,406,33l ll,406,33l 0.47 0.46
(d) Financial Institutions/
8anks
Nll Nll Nll Nll Nll
(e) Any Other -- Partnershlp
rms (Promoter ln hls
capaclty as partner of
Partnershlp rms)`
3 l,625,868,000 l,625,868,000 67.38 66.24

(f ) Trust 1 2l3,000,000 2l3,000,000 8.83 8.68
Sub-Total (A)(1) 12 1,945,953,763 1,945,421,763 80.64 79.28 Nil Nil
(2) Foreign
(a) |ndlvlduals (Non-Pesldent
|ndlvlduals/ Porelgn
|ndlvlduals)
Nll Nll Nll Nll Nll
(b) 8odles Corporate Nll Nll Nll Nll Nll
(c) Institutions Nll Nll Nll Nll Nll
(d) Any Other (speclfy) Nll Nll Nll Nll Nll
Sub-Total (A)(2) NIL NIL NIL NIL NIL
Total Shareholding of
Promoter and Promoter
Group (A)= (A)(1)+(A)(2)
12 1,945,953,763 1,945,421,763 80.64 79.28 Nil Nil
(B) Public Shareholding NA NA
(1) Institutions NA NA
(a) Mutual Punds/ UT| l7l 25,6l7,l43 25,6l7,l43 l.06 l.04
(b) Financial Institutions/
8anks
56 39,657,843 39,657,843 1.64 1.62
(c) Central Government/ State
Government(s)
Nll Nll Nll Nll
(d) venture Capltal Punds Nll Nll Nll Nll
(e) |nsurance Companles 1 25,674,257 25,674,257 l.06 l.05
(f ) Porelgn |nstltutlonal
|nvestors (excluslve of ADP)
278 l32,l6l,254 l32,l6l,254 5.48 5.38
(g) Porelgn venture Capltal
Investors
Nll Nll Nll Nll
(h) Any Other (speclfy) Nll Nll Nll Nll
Sub-Total (B)(1) 506 223,110,497 223,110,497 9.25 9.09
Categ-ory
code (I)
Category of shareholder
(II)
Number of
shareholders
(III)
Total number
of shares
Number of
shares held in
dematerialized
form
Total shareholding as
a percentage of total
number of shares
Shares Pledged
or otherwise
encumbered
As a
percentage
of (A+B)
As a
percentage
of (A+B+C)
Number
of
Shares
As a
Percentage
(2) Non-institutions NA NA
(a) 8odles Corporate l,905 7l,399,485 53,992,3l6 2.96 2.99
(b) |ndlvlduals -
(c) i. Individual shareholders
holdlng nomlnal share
capltal up to Ps. l lakh.
2l2,587 5l,802,009 50,376,738 2.l5 2.11
ii. Individual shareholders
holdlng nomlnal share
capltal ln excess of Ps. l
lakh.
255 8l,832,533 52,457,09l 3.39 3.33
Any Other (speclfy)
(l) Non resldent |ndlans 4,553 23,l2l,962 5,998,948 0.96 0.94
(ll) Trusts ``
(a) wlpro |nc 8enet Trust 1 l,6l4,67l - 0.07 0.07
(b) Other Trust l7 l3,386,068 l3,386,068 0.55 0.55
(lll) Non Lxecutlve Dlrectors
and Lxecutlve Dlrectors &
Pelatlves```
5 l56,094 l56,094 0.0l 0.0l
(lv) Clearlng Members 379 68l,896 68l,896 0.03 0.03
(v) Porelgn Natlonals l7 53,482 53,482 0.00 0.00
Sub-Total (B)(2) 2,19,719 244,048,200 177,102,633 10.11 9.99
Total Public Shareholding
(B)= (B)(1)+(B)(2)
220,225 467,158,697 400,213,130 19.36 19.03 NA NA
TOTAL (A)+(B) 220,237 2,413,112,460 2,345,634,893 100.00 98.32 Nil Nil
(C) Shares held by
Custodians and against
which Depository
Receipts have been issued
NA NA
Promoter and Promoter
Group

Public 1 4l,296,685 4l,296,685 l.7l l.68
GRAND TOTAL (A)+(B)+(C) 220,238 2,454,409,145 2,386,931,578 100 Nil Nil
Wipro Limited 7l
I)(b) Statement showing Shareholding of persons belonging to the category Promoter and Promoter Group
Sr. No. Name of the shareholder Number of
shares
Shares as a
percentage of
total number of
shares {i.e., Grand
Total (A)+(B)+(C)
indicated in
Statement at para
(A)(1) above}
Shares Pledged or otherwise encumbered
(I) (II) (III) (IV) Number
(V)
As a
Percentage
(VI)=(V)/
(III)*100
As a Percentage
total A+B+C of
sub-clause (I)(a)
(VIII)
1 Azlm H Prem[l 93,405,l00 3.8l Nll Nll Nll
2 asmeen A Prem[l l,062,666 0.04 Nll Nll Nll
3 Plshad Azlm Prem[l 946,666 0.04 Nll Nll Nll
4 Tarlq Azlm Prem[l 265,000 0.0l Nll Nll Nll
5 Mr Azlm H Prem[l partner
representlng Hasham Traders
543,765,000 22.l5 Nll Nll Nll
representlng Prazlm Traders
54l,695,000 22.07 Nll Nll Nll
representlng Zash Traders
540,408,000 22.02 Nll Nll Nll
8 Pegal |nvestment Tradlng
Company Pvt. Ltd.
l87,666 0.0l Nll Nll Nll
9 vldya |nvestment Tradlng
Company Pvt. Ltd.
l0 Napean Tradlng |nvestment
Company Pvt. Ltd.
11 Azlm Prem[l Poundatlon (|)
Pvt. Ltd.
l0,843,333 0.44 Nll Nll Nll
12 Azlm Prem[l Trust 2l3,000,000 8.68 Nll Nll Nll
TOTAL 1,945,953,763 79.28 Nil Nil Nil
(I)(c) Statement showing Shareholding of persons belonging to the category Public and holding more than 1% of the
total number of shares.
Sr. No. Name of the shareholder Number of
shares
Shares as a percentage of total number of shares {i.e., Grand
Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}
1 Llfe |nsurance Corporatlon of |ndla 25,674,257 l.05%
TOTAL 25,674,257 l.05%
(I)(d) Statement showing details of locked-in-shares
Sr. No. Name of the shareholder * Category of
Shareholders
(Promoters /
Public)
Number of
locked-in
shares
Locked-in shares as a
percentage of total number
of shares {i.e., Grand Total
(A)+(B)+(C) indicated in
Statement at para (I)(a) above}
1 wlpro |nc 8enet Trust (held through
trustees for sole beneclary of wlpro |nc)
Publlc 403,668 0.0l6
TOTAL 403,668 0.016
(II)(a) Statement showing details of Depository Receiot (DRs)
Sr.
No.
Type of outstanding DR (ADRs,
GDRs, SDRs, etc.)
Number of
outstanding DRs
Number of shares
underlying
outstanding DRs
Shares underlying outstanding DRs
as a percentage of total number of
shares {i.e., Grand Total (A)+(B)+(C)
indicated in Statement at para (I)(a)
above}
1 Amerlcan Deposltory Pecelpts
(Deposltory - 1P Morgan Chease 8ank)
4l,296,685 4l,296,685 0.00
Total 41,296,685 41,296,685 0.00
(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are held by promoter/
promoter group in excess of 1% of the total number of shares.
Sr.
No.
Name of the DR Holder Type of
outstanding DR
(ADRs, GDRs,
SDRs, etc.)
Number of shares
underlying
outstanding DRs
Shares underlying outstanding DRs
as a percentage of total number of
shares {i.e., Grand Total (A)+(B)+(C)
indicated in Statement at para (I)(a)
above}
1 Nll Nll Nll Nll
òut of ll,406,33l equlty shares shown under |(A)(c), l0,843,333 equlty shares are held by Azlm Prem[l Poundatlon (|) Pvt.Ltd.
Mr.Prem[l ls also the promoter Dlrector of Azlm Prem[l Poundatlon (|) Pvt.Ltd. These shares are lncluded under "Promoter Category.
`` Out of l5,000,739 shares held by other Trusts, l3,226,600 equlty shares are held by wlpro Lqulty Peward Trust.
``` The shareholdlng comprlses of 39,999 shares held by 3 Non- Lxecutlve Dlrectors & relatlves and ll6,095 shares held by 2 Lxecutlve
Dlrectors and relatlves. These dlrectors not belng Promoter Dlrectors and ln as much as they do not exerclse any slgnlcant control
over the company, they are classled under "Any Other category.
Note : "Promoter shareholdlng and "Promoter Group and "Publlc shareholdlng as per Clause 40A of the Llstlng Agreement.
The detalls of outstandlng employee stock optlons as on March 3l, 20ll are provlded ln Annexure 8 to the Dlrector's Peport, as
per SL8| (LSOP & LSPP) Guldellnes, l999 as amended from tlme to tlme.
Dematerialization of shares and liquidity
97.25% of outstandlng equlty shares have been dematerlallzed
up to March 3l, 20ll,
Table 06 - List of top ten shareholders of the Company as at
March 31, 2011
Sl.
No.
Name of the shareholder No. of
shares
%
1 Mr Azlm Hasham Prem[l Partner
Pepresentlng Hasham Traders
543,765,000 22.l5
Pepresentlng Prazlm Traders
54l,695,000 22.07
Pepresentlng Zash Traders
54,0408,000 22.0l
4 Azlm Prem[l Trust 2l3,000,000 8.68
5 Azlm H Prem[l 93,405,l00 3.8l
6 1P Morgan Chase 8ank, ADP
Deposltory
4l,28l,242 l.68
7 Llfe |nsurance Corporatlon of |ndla 25,674,257 l.05
8 Maskatl |nvestment Prlvate
Limited
l7,360,000 0.7l
8 Alco Company Prlvate Llmlted l6,787,000 0.68
9 8a[a[ Alllanz Llfe |nsurance
Company Ltd.
l2,l53,060 0.50
l0 Azlm Prem[l Poundatlon (|) Pvt Ltd. l0,843,333 0.44
` |ncludes shares held [olntly wlth relatlves.
SECOND LAYER: GOVERNANCE BY THE BOARD OF
DIRECTORS
As on March 3l, 20ll, we had elght non-executlve Dlrectors and
three executlve Dlrectors of whlch one executlve Dlrector ls also
Chalrman of our 8oard. All the elght non-executlve dlrectors are
lndependent dlrectors l.e. lndependent of management and free
from any buslness or other relatlonshlp that could materlally
lnnuence thelr [udgment. All the lndependent dlrectors satlsfy
the crlterla of lndependence as dened under llstlng agreement
wlth |ndlan Stock Lxchanges and New ork Stock Lxchange
Corporate Governance standards. The prole of our Dlrectors ls
glven below as of March 3l, 20ll.
Azim H. Premji has served as our Chlef Lxecutlve Offlcer,
Chalrman and Managlng Dlrector (Deslgnated as Chalrman)
slnce September l968. More recently, Mr Azlm Prem[l, Chalrman,
wlpro Llmlted has been honoured wlth the Padma vlbhushan
award by Government of |ndla for hls contrlbutlon ln trade and
lndustry. Azlm Prem[l ls a graduate ln Llectrlcal Lnglneerlng from
Stanford Unlverslty, USA.
Dr Ashok Ganguly has served as a Dlrector on our 8oard slnce
l999. He ls the Chalrman of both our 8oard Governance &
Nomlnatlon Commlttee and Compensatlon Commlttee. He ls
currently the Chalrman of A8P Pvt. Ltd (Ananda 8azar Patrlka
Group). Dr Ganguly also currently serves as a non-executlve
Dlrector of Mahlndra & Mahlndra Llmlted and Dr Peddy's
Wipro Limited 73
Laboratorles Llmlted. Dr Ganguly ls the chalrman of Pesearch
and Development Commlttee of Mahlndra and Mahlndra
Ltd, Member of Nomlnatlon, Governance & Compensatlon
Commlttee and Chalrman of Sclence, Technology & Operatlons
Commlttee of Dr Peddy's Laboratorles Ltd. He ls a member of
the Prlme Mlnlster's Councll on Trade and |ndustry and the |ndla-
USA CLO Councll, set up by the Prlme Mlnlster of |ndla and the
Presldent of the USA. Dr Ganguly ls a Pa[ya Sabha Member. He
ls a former member of the 8oard of 8rltlsh Alrways Plc (l996-
2005) and Unllever Plc/Nv (l990-97), Dr Ganguly was formerly
Chalrman of Hlndustan Unllever Llmlted (l980-90). Dr Ganguly
was on the Central 8oard of Dlrectors of the Peserve 8ank of
|ndla (2000-2009). |n 2006, Dr Ganguly was awarded the C8L
(Hon) by the Unlted Klngdom. |n 2008, Dr Ganguly recelved the
Lconomlc Tlmes Llfetlme Achlevement Award. Dr.Ganguly was
awarded Padma 8hushan by the Government of |ndla ln 1anuary,
l987 and Padma vlbhushan ln 1anuary, 2009.
B.C. Prabhakar has served as a Dlrector on our 8oard slnce
Pebruary l997. He has been a practlclng lawyer slnce Aprll l970.
Mr. Prabhakar holds a 8.A. ln Polltlcal Sclence and Soclology and
a 8L. from Mysore Unlverslty, |ndla. Mr. 8 C Prabhakar serves as a
non-executlve Dlrector of Automotlve Axles Llmlted and 3M |ndla
Llmlted. He ls also a member of the Audlt, Plsk and Compllance
Commlttee and Chalrman of the Admlnlstratlve and Shareholder
/ |nvestor Grlevances Commlttee of wlpro Llmlted.
Dr. Jagdish N. Sheth has served as a Dlrector on our 8oard slnce
1anuary l999. He has been a professor at Lmory Unlverslty slnce
1uly l99l. Dr Sheth ls also on the 8oards of Safarl |ndustrles and
Manlpal Acunova Ltd. Dr. Sheth holds a 8. Com (Honours) from
Madras Unlverslty, a M.8.A. and a Ph.D ln 8ehavloral Sclences
from the Unlverslty of Plttsburgh, U.S.A. Dr Sheth ls a member
of Compensatlon Commlttee of Safarl |ndustrles and Chalrman
of Academy of |ndlan Marketlng Professlonals.
Narayanan Vaghul has served as a Dlrector on our 8oard
slnce 1une l997. He ls the Chalrman of our Audlt, Plsk and
Compllance Commlttee, member of the 8oard Governance &
Nomlnatlon Commlttee and member of the Compensatlon
Commlttee. He was the Chalrman of the 8oard of |C|C| 8ank
Llmlted from September l985 tlll Aprll 2009. Mr. vaghul ls
also on the 8oards of Mahlndra and Mahlndra Ltd., Mahlndra
world Clty Developers Llmlted, Plramal Healthcare Llmlted, and
Apollo Hospltals Lnterprlse Llmlted. Mr vaghul ls on the 8oards
of Hemogenomlcs Pvt. Ltd., Unlversal Trustees Pvt. Ltd., and
|KP Trusteeshlp Servlces Llmlted. Mr. vaghul ls the Chalrman
of the Compensatlon Commlttee of Mahlndra and Mahlndra
Llmlted and Plramal Healthcare Llmlted. Mr. N vaghul ls also
the member of the Audlt Commlttee ln Nlcholas Plramal |ndla
Llmlted. Mr vaghul ls a member of the Pemuneratlon Commlttee
of Mahlndra world Clty Developers Llmlted and Apollo Hospltals
Lnterprlse Llmlted. Mr. N. vaghul ls also the lead lndependent
Dlrector of our Company. Mr. vaghul holds 8achelor (Honours)
degree ln Commerce from Madras Unlverslty, Mr. vaghul was the
reclplent of the award of Padma 8hushan, by the Government
of |ndla durlng the year 2009-l0. Mr. vaghul also recelved the
Lconomlc Tlmes Llfetlme Achlevement Award.
Priya Mohan Sinha became a Dlrector of our company
on 1anuary l, 2002. He ls a member of our Audlt, Plsk and
Compllance Commlttee, 8oard Governance & Nomlnatlon
Commlttee and Compensatlon Commlttee. He has served as
the Chalrman of PepslCo |ndla Holdlngs Llmlted and Presldent
of Pepsl Poods Llmlted slnce 1uly l992. Prom October l98l to
November l992, he was on the Lxecutlve 8oard of Dlrectors of
Hlndustan Lever Llmlted (currently Hlndustan Unllever Llmlted).
Prom l98l to l985 he also served as Sales Dlrector of Hlndustan
Lever Llmlted (currently Hlndustan Unllever Llmlted). Currently,
he ls also on the 8oards of 8ata |ndla Llmlted and Lafarge |ndla
Pvt. Llmlted. Mr Slnha ls also a member of Audlt Commlttee of
8ata |ndla Ltd., Chalrman of Shareholder's Grlevance Commlttee
of 8ata |ndla Ltd. and Chalrman of Nomlnatlon, Governance and
Compensatlon Commlttee He was also the Chalrman of Peckett
Coleman |ndla Llmlted and Chalrman of Stephan Chemlcals
|ndla Llmlted. Mr. Slnha holds a 8achelor of Arts from Patna
Unlverslty and he has also attended Advanced Management
Program ln the Sloan School of Management, Massachusetts
|nstltute of Technology. Mr. Slnha ls also on the Advlsory 8oard
of Pleter |ndla.
William Arthur Owens has served as a Dlrector on our 8oard
slnce 1uly l, 2006. He ls also a member of 8oard Governance
and Nomlnatlon Commlttee. He has held senlor leadershlp
posltlons at large multlnatlonal corporatlons. Prom Aprll 2004
to November 2005, Mr. Owens served as Chlef Lxecutlve Omcer
and vlce Chalrman of the 8oard of Dlrectors of Nortel Networks
Corporatlon, a networklng communlcatlons company. Prom
August l998 to Aprll 2004, Mr. Owens served as Chalrman of
the 8oard of Dlrectors and Chlef Lxecutlve Omcer of Teledeslc
LLC, a satelllte communlcatlons company. Prom 1une l996 to
August l998, Mr. Owens served as Presldent, Chlef Operatlng
Omcer and vlce Chalrman of the 8oard of Dlrectors of Sclence
Appllcatlons |nternatlonal Corporatlon (SA|C), a research and
englneerlng rm. Presently, Mr. Owens serves as a member of the
8oard of Dlrectors of Polycom |nc, |ntellus, Plow moblle, Unlfrax
and Chalrman of Century Llnk |nc, a medla communlcatlons
company. Mr. Owens holds a M.8.A. (Honors) degree from
George washlngton Unlverslty, a 8.S. ln Mathematlcs from the
U.S. Naval Academy and a 8.A. and M.A. ln Polltlcs, Phllosophy
and Lconomlcs from Oxford Unlverslty.
Suresh C Senapaty has served as our Chlef Plnanclal Omcer and
Lxecutlve Dlrector slnce Aprll 2008 and served wlth us ln other
posltlons slnce Aprll l980. He ls a member of the Admlnlstratlve/
Shareholders & |nvestor Grlevance Commlttee. Mr. Senapaty
holds a 8. Com. from Utkal Unlverslty ln |ndla, and ls a Pellow
Member of the |nstltute of Chartered Accountants of |ndla. Mr.
Senapaty ls on the 8oards of the followlng |ndlan subsldlary
companies:
wlpro Trademarks Holdlng Llmlted, wlpro Chandrlka Llmlted,
wlpro Travel Servlces Llmlted, Cygnus Negrl |nvestments
Prlvate Llmlted, wlpro Technology Servlces Llmlted, wlpro
Consumer Care Llmlted and wlpro GL Healthcare Prlvate Llmlted.
Mr. Senapaty ls also the Chalrman of the Audlt Commlttee of
wlpro Technology Servlces Llmlted.
T K Kurien has served as our Chlef Lxecutlve Omcer-|T 8uslness
and Lxecutlve Dlrector, wlpro Llmlted slnce Pebruary 20ll and
served wlth us ln other posltlons slnce Pebruary 2000. Mr. Kurlen
ls a Chartered Accountant and holds a 8achelors Degree ln
Lnglneerlng. Mr. Kurlen ls also a member of the 8oard of wlpro
GL Healthcare Prlvate Llmlted.
Shyam Saran became a Dlrector of our company on 1uly l,
20l0. He ls a career dlplomat who has served ln slgnlcant
posltlons ln the |ndlan government for over three decades.
He belongs to the l970 batch of the |ndlan Porelgn Servlce.
He last served as the Speclal Lnvoy of the Prlme Mlnlster of
|ndla (October 2006 to March 20l0) speclallzlng ln nuclear
lssues, and he also was the |ndlan envoy on cllmate change.
Prlor to thls he was the Porelgn Secretary, Government of
|ndla (2004-2006). He also served as the Ambassador of |ndla
to Nepal, |ndonesla, Myanmar and Maurltlus. Hls dlplomatlc
stlnts have taken hlm to |ndlan mlsslons ln Geneva, 8el[lng
and Tokyo. He has been a Pellow of the Unlted Natlons
Dlsarmament Program ln Geneva, vlenna and New ork.
Mr. Saran holds a Post Graduate degree ln Lconomlcs. Mr Shyam
Saran, former forelgn secretary and the Prlme Mlnlster's envoy on
Cllmate change has been honoured wlth the Padma 8hushan by
the Government of |ndla for hls contrlbutlon ln clvll servlces.
Dr. Henning Kagermann became a Dlrector of the Company
on October 27, 2009. He has served as Chlef Lxecutlve omcer of
SAP AG tlll 2009. He has been a member of SAP Lxecutlve 8oard
slnce l99l. He ls also Presldent of Acatech (German Academy of
Sclence and Technology) and currently a member of supervlsory
boards of Deutsche 8ank AG, Munlch Pe, Deutsche Post, Nokla
and 8Mw Group ln Germany. Dr Hennlng Kagermann ls extra-
ordlnary professor for Theoretlcal Physlcs at the Technlcal
Unlverslty 8raunschwelg, Germany and has recelved honorary
doctorate from the Unlverslty of Magdeburg, Germany.
All our dlrectors lnform the 8oard every year about the 8oard
membershlp and 8oard Commlttee membershlp they occupy ln
other companles lncludlng Chalrmanshlps ln 8oard/Commlttees
of such companles. They notlfy us of any change as and when
they take place along wlth these dlsclosures at the board
meetlngs.
Information fow to the Board Members
we present our annual Strateglc Plan and Operatlng Plans of our
buslnesses to the 8oard for thelr revlew, lnputs and approval.
Llkewlse, our quarterly nanclal statements and annual nanclal
statements are rst presented to the Audlt commlttee and
subsequently to the 8oard of Dlrectors for thelr approval. |n
addltlon speclc cases of acqulsltlons, lmportant managerlal
declslons, materlal posltlve/negatlve developments and
statutory matters are presented to the 8oard and Commlttees
of the Board for their approval.
As a system, ln most cases lnformatlon to dlrectors ls submltted
along wlth the agenda papers well ln advance of the 8oard
meetlng. |nputs of 8oard members are taken ln the preparatlon
of agenda and documents for the 8oard meetlng.
we schedule meetlngs of our buslness heads and functlonal
heads wlth the Dlrectors prlor to the 8oard meetlng dates.
These meetlngs facllltate Dlrectors to provlde thelr lnputs and
suggestlons on varlous strateglc and operatlonal matters dlrectly
to the buslness and functlonal heads. Meetlng wlth dlrectors
enthuse and motlvate our buslness leaders
Board Meetings
we declde on the board meetlng dates ln consultatlon wlth
8oard Governance & Nomlnatlon Commlttee and all our
dlrectors, conslderlng the practlces of earller years. Once
approved by the 8oard Governance & Nomlnatlon Commlttee,
the schedule of the 8oard meetlng and 8oard Commlttee
meetlngs ls communlcated ln advance to the Dlrectors to enable
them to schedule thelr meetlngs.
Our 8oard met seven tlmes ln the nanclal year 20l0-ll, on Aprll
22-23, May 3l, 20l0, 1uly 22-23, August ll, 20l0, September 30,
20l0, October 2l-22 and 1anuary l9-2l, 20ll.
8oard meetlng of August ll, 20l0 and September 30, 20l0 were
over telephone.
Our 8oard meetlngs are normally scheduled for two days.
Post-meeting follow-up system
After the board meetlngs, we have a formal system of follow up,
revlew and reportlng on actlons taken by the management on
the declslons of the 8oard and sub-commlttees of the 8oard.
Disclosure of materially significant related party
transactions
Durlng the year 20l0-ll, no transactlons of materlal nature
had been entered lnto by the Company wlth the Management
or thelr relatlves that may have a potentlal connlct wlth the
lnterest of the Company. None of the Non-Lxecutlve Dlrectors
have any pecunlary materlal relatlonshlp or transactlons wlth
the Company for the year ended March 3l, 20ll, and have glven
undertaklngs to that enect.
Detalls of transactlons of a materlal nature wlth any of the
related partles (lncludlng transactlons where Dlrectors may
have a pecunlary lnterest) as specled ln Accountlng Standard
l8 of the Companles (Accountlng Standards) Pules, 2006, have
been reported ln the Notes to the Accounts and they are not ln
connlct wlth the lnterest of the Company at large.
Peglster under Sectlon 30l of the Companles Act, l956 ls
maintained and particulars of transactions are entered in the
Peglster, wherever appllcable.
Such transactlons are provlded to the 8oard, and the lnterested
Dlrectors nelther partlclpate ln the dlscusslon, nor do they vote
on such matters.
Details of non- compliance by the company, penalties, and
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
Wipro Limited 75
The Company has complled wlth the requlrements of the Stock
Lxchange or SL8| on matters related to Capltal Markets, as
appllcable.
Whistle Blower policy and affirmation that no personnel
have been denied access to the Audit, Risk & Compliance
Committee
The Company has adopted an Ombuds process whlch ls a channel
for recelvlng and redresslng of employees' complalnts. The detalls
are provlded ln the sectlon tltled compllance wlth non-mandatory
requlrements of thls report. No personnel of the Company were
denled access to the Audlt/Plsk & Compllance Commlttee.
Details of compliance with mandatory requirements and
adoption of the non-mandatory requirements of this clause
our Company has complled wlth all the mandatory requlrements
of the Clause 49 of the Llstlng Agreement. The detalls of these
compllances have been glven ln the relevant sectlons of thls
Peport. The status on compllance wlth the Non mandatory
requlrements ls glven at the end of the Peport. Peport on the
status of compllance under voluntary Corporate Governance
Guldellnes and voluntary Corporate Soclal Pesponslblllty
Guldellnes lssued by Mlnlstry of Corporate Analrs ls also provlded
elsewhere ln thls report.
Lead Independent Director
The 8oard of Dlrectors of the Company has deslgnated Mr. N
vaghul as the Lead |ndependent Dlrector. The role of the Lead
|ndependent Dlrector ls descrlbed ln the Corporate Governance
guldellnes of your company.
Particulars of directors proposed for re-appointment
Mr. Suresh C Senapaty, Mr. wllllam Arthur Owens and Mr. 8 C
Prabhakar, Dlrectors, retlre by rotatlon and belng ellglble, oner
themselves for re-appolntment at thls Annual General Meetlng.
The 8oard Governance and Nomlnatlon Commlttee/8oard have
recommended thelr re-appolntment for conslderatlon of the
Shareholders.
8oard of Dlrectors vlde clrcular resolutlon of 1une l5, 20ll,
re-appolnted Mr. Azlm H Prem[l as Chalrman and Managlng
Dlrector of the Company (deslgnated as "Chalrman) for a
further perlod of two years wlth enect from 1uly 3l, 20ll. Thls
re-appolntment ls sub[ect to the approval of the shareholders of
the Company at the ensulng Annual General Meetlng.
8rlef resume of the Dlrectors proposed for re-appolntment at the
ensulng Annual General Meetlng ls provlded as an Annexure to
the Notlce convenlng the Annual General Meetlng.
Particulars of director proposed for appointment
Mr. T.K Kurlen was appolnted as an Addltlonal Dlrector of the
Company wlth effect from Pebruary l, 20ll ln accordance
wlth Sectlon 260 of the Companles Act, l956 by the 8oard of
Dlrectors at lts meetlng held on 1anuary 2l, 20ll. Mr. T.K Kurlen
wlll hold omce tlll the date of the Annual General Meetlng of the
Company scheduled to be held on 1uly l9, 20ll. The requlslte
notlces together wlth necessary deposlts have been recelved
from a member pursuant to Sectlon 257 of the Companles Act,
l956 proposlng the electlon of Mr. T.K Kurlen as a Dlrector of the
Company. Accordlngly, necessary resolutlon has been lncluded
ln the notlce for calllng Annual General Meetlng, for appolntment
of Mr T K Kurlen as a Dlrector (deslgnated as CLO (|T 8uslness)
and Lxecutlve Dlrector).
Mr. M.K. Sharma was appolnted as an Addltlonal Dlrector of the
Company ln accordance wlth Sectlon 260 of the Companles
Act, l956, by the 8oard of Dlrectors wlth enect from 1uly l, 20ll.
The addltlonal Dlrector would hold omce tlll the date of Annual
General Meetlng of the Company scheduled to be held on
1uly l9, 20ll. The requlslte notlces together wlth necessary
deposlts have been recelve from a member pursuant to sectlon
257 of the Companles Act, l956 proposlng the electlon of
Mr. M. K. Sharma, as a Dlrector.
Remuneration Policy and criteria of making payments to
Directors
Compensatlon Commlttee recommends the remuneratlon,
lncludlng the commlsslon based on the net proflts of the
Company for the Chalrman and Managlng Dlrector and other
Lxecutlve Dlrectors. Such recommendatlon ls then approved by
the 8oard and shareholders. Prlor approval of shareholders ls also
obtalned ln case of remuneratlon to non executlve dlrectors.
The remuneratlon pald to Chalrman and Managlng Dlrector
and Lxecutlve Dlrectors ls determlned keeplng ln vlew the
lndustry benchmark, the relatlve performance of the Company
to the lndustry performance, and macro economlc revlew
on remuneratlon packages of CLOs of other organlzatlons.
Perqulsltes and retlrement benets are pald accordlng to the
Company pollcy as appllcable to all employees.
|ndependent Non-Lxecutlve Dlrectors are appolnted for thelr
professlonal expertlse ln thelr lndlvldual capaclty as lndependent
professlonals / 8uslness Lxecutlves. |ndependent Non Lxecutlve
Dlrectors recelve slttlng fees for attendlng the meetlng of the
8oard and 8oard Commlttees and commlsslon as approved by
the 8oard and shareholders. Thls remuneratlon approved by
the 8oard sub[ect to the condltlon that cumulatlvely lt shall not
exceed l% of the net prots of the Company for all |ndependent
Non Lxecutlve Dlrectors ln aggregate for one nanclal year
sub[ect to an lndlvldual llmlt for each of the Non-Lxecutlve
Dlrectors.
The remuneratlon by way of commlsslon pald to the |ndependent
Non-Lxecutlve dlrectors ls determlned perlodlcally & revlewed
based on the lndustry benchmarks.
Details of Remuneration to all Directors
Table 07 provldes the remuneratlon pald to the Dlrectors for the servlces rendered durlng the nanclal year 20l0-ll.
No stock optlons were granted to any of the |ndependent Non Lxecutlve Dlrectors durlng the year 20l0-ll.
Table 07: Directors remuneration paid and grant of stock options during the fnancial year 2010-11
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Salary 3,000,000 - - - - - - 3,600,000 5,449,000 - 4,283,82l 4,564,07l -
Allowances l,3l0,l84 - - - - - - 4,937,900 6,743,297 - 75,l80,986 75,699,229
Commlsslon
/Incentives
870,000 22,00,000 l,200,000 l00,000` 2,000,000 l,800,000 l25,000` 6,360,000 4,429,529 l,500,000 7,266,482 7,729,000 l25,000`
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compens-
ation
4984,739 - - - - - - l,74l,823 652,645 - 40,l22,894 28,076,6l6 -
Deferred
benets
l,0l9,850 - - - - - - l,739,l60 l,607,455 - 2,069,086 2,l06,775
Stock
options
granted
durlng the
year
- - - - - - - - 30,000 - 50,000 50,000 -
Slttlng fees
- 440,000 320,000 l00,000
Q
240,000 220,000 l60,000
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Notlce
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Upto 6
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Upto 6
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Upto 6
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` Plgures mentloned ln $- as amounts payable ln $
Q Plgures ln ` equlvalent to amount pald ln forelgn currency.
`` Ceased to be dlrectors wlth enect from close of buslness hours of 1anuary 3l, 20ll. Plgures on allowances lnclude severance pay.
# Appolnted as Dlrector wlth enect from Pebruary l, 20ll.
All gures other than speclcally stated above are ln |ndlan Pupees.
Wipro Limited 77
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THIRD LAYER: GOVERNANCE BY THE SUB-COMMITTEE OF
THE BOARD OF DIRECTORS
Our 8oard has constltuted sub-commlttees to focus on speclc
areas and make lnformed declslons wlthln the authorlty
delegated to each of the Commlttees. Lach Commlttee of
the 8oard ls gulded by lts Charter, whlch denes the scope,
powers and composltlon of the Commlttee. All declslons and
recommendatlons of the Commlttees are placed before the
Board either for information or approval.
we have four sub-commlttees of the 8oard as at March 3l, 20ll.
l. Audlt/Plsk and Compllance Commlttee
2. 8oard Governance and Nomlnatlon Commlttee
3. Compensatlon Commlttee
4. Admlnlstratlve/Shareholders' Grlevance Commlttee
Audit/Risk and Compliance Committee
The Audlt/Plsk and Compllance Commlttee of the 8oard of
Dlrectors, whlch was formed ln l987, revlew, acts on and reports
to our 8oard of Dlrectors wlth respect to varlous audltlng and
accountlng matters, Thls Commlttee was renamed as Audlt/Plsk
and Compllance Commlttee wlth enect from Aprll 22, 2009. The
prlmarlly responslbllltles of the Commlttee, lnter-alla, are
- Audltlng and accountlng matters, lncludlng recommendlng
the appointment of our independent auditors to the
shareholders
- Compllance wlth legal and statutory requlrements
- |ntegrlty of the Company's nanclal statements, dlscusslng
wlth the lndependent audltors the scope of the annual
audlts, and fees to be pald to the lndependent audltors
- Performance of the Company's |nternal Audlt functlon,
|ndependent Audltors and accountlng practlces.
- Pevlew of related party transactlons, functlonlng of whlstle
8lower mechanlsm, and
- |mplementatlon of the appllcable provlslons of the
Sarbanes Oxley Act 2002 lncludlng revlew on the progress
of lnternal control mechanlsm to prepare for certlcatlon
under Sectlon 404 of the Sarbanes Oxley Act 2002.
The Chalrman of the Audlt/Plsk and Compllance Commlttee ls
present at the Annual General Meetlng. The detalled charter of
the Commlttee ls posted at our webslte and avallable at www.
wlpro.com/lnvestors/corporate-governance.htm.
All members of our Audlt/Plsk and Compllance Commlttee are
lndependent non executlve dlrectors and nanclally llterate. The
Chalrman of our Audlt/Plsk and Compllance Commlttee has the
accountlng or related nanclal management expertlse.
Statutory Audltors as well as |nternal Audltors always have
lndependent meetlngs wlth the Audlt/Plsk and Compllance
Commlttee and also partlclpate ln the Audlt/Plsk and Compllance
Commlttee meetlngs.
Our CPO & Lxecutlve Dlrector and other Corporate Omcers
make perlodlc presentatlons to the Audlt/Plsk and Compllance
Commlttee on varlous lssues.
The Audlt/Plsk and Compllance Commlttee ls comprlsed of the
followlng three non-executlve dlrectors:
Mr. N vaghul - Chalrman
Mr. P M Slnha and Mr. 8 C Prabhakar - Members
Our Audlt/Plsk and Compllance Commlttee met ten tlmes durlng
the nanclal year on - Aprll l9, May 3l, 1uly l3 & 2l, August
ll, 20l0, September 30, 20l0, October 20, November l0 & ll,
20l0, 1anuary l8, 20ll. Audlt/Plsk and Compllance Commlttee
meetlng of September 30, 20l0 was over telephone.
The composltlon of the Audlt/Plsk and Compllance Commlttee
and thelr attendance are glven ln Table 09.
Name Position Number of meetings
attended
N vaghul Chalrman l0
P M Slnha` Member l0
8 C Prabhakar`` Member l0
` Out of the above attended 7 meetlngs over phone
`` Out of the above attended 2 meetlngs over phone
Board Governance and Nomination Committee
All members of the 8oard Governance and Nomlnatlon
Commlttee are lndependent non executlve dlrectors.
The prlmary responslbllltles of the 8oard Governance and
Nomlnatlon Commlttee are:
- Develop and recommend to the 8oard Corporate
Governance Guldellnes appllcable to the Company.
- Lvaluatlon of the 8oard on a contlnulng basls lncludlng an
assessment of the enectlveness of the full board, operatlons
of the 8oard Commlttees and Contrlbutlons of |ndlvldual
directors.
- Lay down pollcles and procedures to assess the requlrements
for lncluslon of new members on the 8oard.
- |mplement pollcles and processes relatlng to corporate
governance prlnclples.
- Lnsure that approprlate procedures are ln place to access
8oard membershlp needs and 8oard enectlveness.
- Pevlew the company's pollcles that relate to matters of
corporate soclal responslblllty, lncludlng publlc lssues of
slgnlcance to the company and lts stakeholders.
- Pormulate the dlsclosure Pollcy, lts revlew and approval of
disclosure.
The 8oard Governance and Nomlnatlon Commlttee of the 8oard
met four tlmes on - Aprll 2l, 1uly 2l, October 20, 20l0 and
1anuary l9, 20ll, durlng the nanclal year 20l0-ll.
Wipro Limited 79
Table 10 provides the composition and attendance of the
Board Governance and Nomination Committee.
attended
Dr Ashok S Ganguly Chalrman 4
P M Slnha` Member 4
N vaghul Member 4
8lll Owens Member 4
` Out of the above attended l meetlng over phone
The detalled charter of thls Commlttee ls posted on our webslte
and avallable at www.wlpro.com/lnvestors/corplnfo
Compensation Committee
Our Lxecutlve vlce Presldent-Human Pesources makes
perlodlc presentatlons to the Compensatlon Commlttee on
compensatlon revlews. The members of the Compensatlon
Commlttee are as follows:
Dr. Ashok Ganguly - Chalrman
Mr. N vaghul and Mr. P M Slnha - Members
The prlmary responslbllltles of the Compensatlon Commlttee,
lnter-alla are to:
a. Determlne and approve salarles, benets and stock optlons
grants to Senlor Management employees and Dlrectors of
our Company.
b. Approve and evaluate the Compensatlon Plans and
programs for whole-tlme dlrectors.
All members of the Compensatlon Commlttee are lndependent
non-executlve dlrectors. Thls Commlttee of the 8oard met four
tlmes on - Aprll 2l, 1uly 2l, October 20, 20l0 and 1anuary l9,
20ll, durlng the nanclal year 20l0-ll
Compensation Committee.
attended
Dr Ashok S Ganguly Chalrman 4
P M Slnha` Member 4
N vaghul Member 4
` Out of the above attended l meetlng over phone
Administrative/Shareholders & Investors Grievance
Committee:
The members of the Commlttee as on March 3l, 20ll are as
under:
Mr. 8 C Prabhakar - Chalrman
Mr. Suresh C Senapaty - Member
Mr. T.K. Kurlen - Member
The Admlnlstratlve/Shareholders & |nvestors Grlevance
Commlttee ls responslble for resolvlng lnvestor's complalnts
pertalnlng to share transfers, non recelpt of annual reports,
Dlvldend payments, lssue of dupllcate share certlflcates,
transmlsslon of shares and other shareholder related querles,
complaints etc.
|n addltlon to above, thls Commlttee ls also empowered
to oversee admlnlstratlve matters llke openlng / closure of
Company's 8ank accounts, grant and revocatlon of general,
speclc and banklng powers of attorney, conslder and approve
allotment of equlty shares pursuant to exerclse of stock optlons,
settlng up branch omces and other admlnlstratlve matters as
delegated by 8oard from tlme to tlme.
The Chalrman of the Commlttee ls an lndependent non executlve
director.
The Admlnlstratlve and Shareholders Grlevance Commlttee met
four tlmes ln the nanclal year on - Aprll 2l, 1uly 2l, October
20, 20l0 and 1anuary l9, 20ll |n addltlon, the Shareholders
Grlevance Commlttee, once ln l5 days, revlews the redressal of
shareholders and investor complaints.
Mr Suresh vaswanl ceased to be a member of the commlttee
wlth enect from close of buslness hours of 1anuary 3l, 20ll.
Mr. T.K. Kurlen was appolnted as member of the commlttee wlth
enect from Aprll 27, 20ll
Shareholders / Investors Grievance Committee.
Table 12
attended
8 C Prabhakar Chalrman 4
Suresh C Senapaty Member 4
Suresh vaswanl Member 4
The status on the shareholder querles and complalnts we recelved,
response to the complalnts and the current status of pendlng
querles lf any, as on March 3l, 20ll ls Tabulated ln Table l3.
Table 13
Description Nature Received Replied Pending
Non recelpt of
Securities
Complalnt l40 l40 0
Non recelpt of
annual reports
Complalnt 85 85 0
Correctlon/
Pevalldatlon
Of Dlvldend
Warrants
Pequest 260 260 0
SL8|/Stock
Lxchange
Complalnts
Complalnt l0 l0 0
Non Pecelpt
of Dlvldend
Warrant
Complalnt 55l 548 3
Demat request
received
Pequest 2 0 2
Others Pequest 0 0 0
Total 1048 1043 5
There are certaln pendlng cases relatlng to dlspute over tltle to shares ln whlch the Company has been made a party. However,
these cases are not material in nature.
Mr. v Pamachandran, Company Secretary ls our Compllance Omcer for the Llstlng Agreement.
Unclaimed Dividends
Under the Companles Act, l956, Dlvldends that are unclalmed for a perlod of seven years ls requlred to be transferred to the |nvestor
Lducatlon and Protectlon Pund admlnlstered by the Central Government.
we glve below a table provldlng the dates of declaratlon of Dlvldend slnce 2003-04 as on March 3l, 20ll and the correspondlng
dates when unclalmed dlvldend are due to be transferred to the central government.
Table 14
Financial Year Date of declaration of
Dividend
Last date for
claiming unpaid
Dividend
Unclaimed amount
(Rs.)
(number to be
updated)
Due date for transfer to
Investor Education and
Protection Fund
2003-2004 1une ll, 2004 1une l0, 20ll l,768,427 1uly 9, 20ll
2004-2005 1uly 2l, 2005 1uly 20, 20l2 l,l39,885 August l9, 20l2
2005-2006 1uly l8, 2006 1uly l7, 20l3 3,070,580 August l6, 20l3
2006-2007 (|nterlm Dlvldend) March 23, 2007 March 22, 20l4 2,l3l,480 Aprll 2l, 20l4
2006-2007 (Plnal Dlvldend) 1uly l8, 2007 1uly l7, 20l4 l,l07,994 August l6, 20l4
2007-2008 (|nterlm Dlvldend) October l9, 2007 October l8, 20l4 2,657,304 November l7, 20l4
2007-2008 (Plnal Dlvldend) 1uly l7, 2008 1uly l6, 20l5 2,707,l84 August l5, 20l5
2008-2009 (Plnal Dlvldend) 1uly 2l, 2009 1uly 20, 20l6 2,223,l08 August l9, 20l6
2009-l0 (Plnal Dlvldend) 1uly 22, 20l0 1uly 2l, 20l7 l9,9l,262 August 20, 20l7
20l0-ll (|nterlm Dlvldend) 1anuary 2l, 20ll 1anuary 20, 20l8 l9,40,769 Pebruary l9, 20l8
Separate letters wlll be sent to the Shareholders who are yet
to encash the Dlvldend lndlcatlng that Dlvldend yet to be
encashed by the concerned shareholder and the amount
remalnlng unpald wlll be transferred as per the above dates.
Members are requested to utlllze thls opportunlty and get ln
touch wlth Company's Peglstrar and Share Transfer Agent, M/s
Karvy Computershare Pvt. Llmlted, Hyderabad for encashlng
the unclalmed Dlvldend standlng to the credlt of thelr account.
After completlon of seven years as per the above table, no clalms
shall lle agalnst the sald Pund or agalnst the Company for the
amounts of Dlvldend so transferred nor shall any payment be
made in respect of such claims.
Secretarial Audit
A quallfled practlclng Company Secretary has carrled out
secretarlal audlt every quarter to reconclle the total admltted
capltal wlth Natlonal Securltles Deposltory Llmlted (NSDL)
and Central Deposltory Servlces (|ndla) Llmlted (CDSL) and the
total lssued and llsted capltal. The audlt conrms that the total
lssued/pald up capltal ls ln agreement wlth the aggregate total
number of shares ln physlcal form, shares allotted & advlsed for
demat credlt but pendlng executlon and the total number of
dematerlallzed shares held wlth NSDL and CDSL
Compliance
The certlcate dated 1une 9, 20ll obtalned from v Sreedharan
& Assoclates, Company Secretarles ls glven at page no. 92 of
the annual report.
Subsidiary Monitoring Framework
All the subsldlary companles of the Company are managed
wlth thelr 8oards havlng the rlghts and obllgatlons to manage
these companles ln the best lnterest of thelr stakeholders.
The Company nomlnates lts representatlves on the 8oard
of subsldlary companles and monltors performance of such
companles, lnter alla, by,
a. Plnanclal statements, ln partlcular the lnvestment made by
the unllsted subsldlary companles, statement contalnlng
all slgnlcant transactlons and arrangements entered lnto
by the unllsted subsldlary companles formlng part of the
nanclals belng revlewed by the Audlt Commlttee of the
your Company on a quarterly basls
b. Mlnutes of the meetlngs of the unllsted subsldlary
companles, lf any, are placed before the Company's 8oard
regularly.
Wipro Limited 8l
FOURTH LAYER: GOVERNANCE OF THE MANAGEMENT
PROCESS
Corporate Executive Council of the Company (CEC)
The day-to-day management ls vested wlth the CLC of the
Company comprlslng of 8uslness and Punctlonal heads who
work under the overall superlntendence and control of the
8oard. The CLC ls headed by the Chalrman, Mr Azlm H Prem[l.
The llst of CLC members ls glven below:
- Azlm H Prem[l, Chalrman and Managlng Dlrector
- Suresh Senapaty, CPO and Lxecutlve Dlrector
- T.K Kurlen, CLO (|T 8uslness) and Lxecutlve Dlrector
- vlneet Agrawal, Presldent wlpro Consumer Care and
Llghtlng
- Pratlk Kumar, Lxecutlve vlce Presldent-Human Pesources
& Presldent-wlpro |nfrastructure Lnglneerlng
- S Deb, Chlef Global Dellvery Omcer, wlpro Technologles
- Martha 8e[ar- Chalrperson & CLO |nfocrosslng |nc.
- Anurag 8ehar, Chlef Sustalnabllty Omcer.
Code of Business Conduct and Ethics
|n l983, we artlculated 'wlpro 8ellefs' conslstlng of slx statements.
At the core of bellefs was lntegrlty artlculated as
- Our lndlvldual and Company relatlonshlp should be governed
by the hlghest standard of conduct and lntegrlty.
Over years, thls artlculatlon has evolved ln form but remalned
constant ln substance. Today we artlculate lt as Code of 8uslness
Conduct and Lthlcs.
|n our company, the 8oard of Dlrectors and all employees have
a responslblllty to understand and follow the Code of 8uslness
Conduct. All employees are expected to perform thelr work
wlth honesty and lntegrlty. wlpro's Code of 8uslness Conduct
renects general prlnclples to gulde employees ln maklng ethlcal
declslons. Thls code ls also appllcable to our representatlves.
The Code outllnes fundamental ethlcal conslderatlons as well
as speclflc conslderatlons that need to be malntalned for
professlonal conduct. Thls Code has been dlsplayed on the
Company's webslte. www.wlpro.com/corporate/lnvestors/
corporate-governance.htm.
The Chalrman has amrmed to the 8oard of Dlrectors that thls
Code of 8uslness Conduct and Lthlcs has been complled by the
8oard members and Senlor Management.
Ombudsmen process
we have adopted an Ombudsmen process whlch ls the channel
for recelvlng and redresslng employees' complalnts. Under thls
pollcy, we encourage our employees to report any reportlng of
fraudulent nanclal or other lnformatlon to the stakeholders,
any conduct that results ln vlolatlon of the Company's Code of
8uslness Conduct and Lthlcs, to management (on an anonymous
basls, lf employees so deslre).
Llkewlse, under thls pollcy, we have prohlblted dlscrlmlnatlon,
retallatlon or harassment of any klnd agalnst any employees
who, based on the employee's reasonable bellef that such
conduct or practlce have occurred or are occurrlng, reports
that lnformatlon or partlclpates ln the sald lnvestlgatlon. No
lndlvldual ln the Company has been denled access to the Audlt/
Plsk and Compllance Commlttee or lts Chalrman.
Mechanlsm followed under Ombudsmen process ls approprlately
communlcated wlthln the Company across all levels and has
been dlsplayed on wlpro's lntranet and on wlpro's webslte at
www.wlpro.com
The Audlt/Plsk and Compllance Commlttee perlodlcally revlews
the functlonlng of thls mechanlsm.
Compliance Committee
we have a Compllance Commlttee whlch conslders matters
relatlng to wlpro's Code of 8uslness Conduct, Ombuds process,
Code for Preventlon of |nslder Tradlng and other appllcable
statutory matters. The Compllance Commlttee conslsts of
Chalrman, CPO & Lxecutlve Dlrector, CLO-|T 8uslness, Lxecutlve
vlce Presldent-Human Pesources, vlce Presldent-Legal and
General Counsel, Chlef Plsk Omcer and vlce Presldent-|nternal
Audlt. Durlng the flnanclal year 20l0-ll, the Compllance
Commlttee met four tlmes and submltted lts report to the Audlt
Commlttee for lts revlew and conslderatlon.
Compliance with adoption of mandatory requirements
our Company has complled wlth all the mandatory requlrements
of Clause 49 of the Llstlng Agreement.
Non Compliance on matters related to capital markets
our Company has complled wlth the requlrements of the
Stock Lxchange or SL8| on matters related to Capltal Markets,
as appllcable.
Compliance report on Non-mandatory requirements under
Clause 49
1. The Board Chairmans Ofce & Tenure of Directors
The Chalrman of wlpro ls an Lxecutlve Dlrector and thls provlslon
ls not appllcable to wlpro. Some of our lndependent dlrectors
have completed a tenure exceedlng a perlod of nlne years on
the 8oard of Dlrectors of the Company.
2. Remuneration Committee
The 8oard of Dlrectors constltuted a Compensatlon Commlttee,
whlch ls entlrely composed of lndependent dlrectors. The
Commlttee also dlscharges the dutles and responslbllltles as
descrlbed under non-mandatory requlrements of Clause 49. The
detalls of the Compensatlon Commlttee and lts powers have
been dlscussed ln thls sectlon of the Annual Peport.
3. Shareholders rights
we dlsplay our quarterly and half yearly results on our web slte,
www.wlpro.com and also publlsh our results ln wldely clrculated
newspapers. we have sent quarterly results by emall to those
shareholders who have provlded thelr emall lds wlth enect from
December 20l0 quarter onwards. we have also communlcated
the payment of dlvldend by e-mall to shareholders ln addltlon
to despatch of letters to all shareholders.
4. Audit Qualifcations
The Audltors have not qualled the nanclal statements of the
Company.
5. Training of Board Members
The board of dlrectors ls responslble for supervlslon of the
Company. To achleve thls, board undertakes perlodlc revlew
of varlous matters lncludlng buslness wlse performance, rlsk
management, borrowlngs, lnternal audlt/external audlt reports
etc. |n order to enable the dlrectors to fulll the governance
role, comprehenslve presentatlons are made on the varlous
buslnesses, buslness models, rlsk mlnlmlzatlon procedures and
new lnltlatlves of the Company. Changes ln domestlc/overseas
corporate and lndustry scenarlo lncludlng thelr enect on the
company, statutory matters are also presented to the dlrectors
on a perlodlc basls
6. Mechanism for evaluation: Independent Board members
|n llne wlth our corporate governance guldellnes, evaluatlon of
all 8oard members ls done on an annual basls. Thls evaluatlon ls
lead by the Chalrman of the 8oard Governance and Nomlnatlon
Commlttee wlth speclc focus on the performance and enectlve
functlonlng of the 8oard, Commlttees of the 8oard and report
the recommendation to the Board. The evaluation process also
conslders the tlme spent by each of the 8oard members, core
competencles, personal characterlstlcs, accompllshment of
speclc responslbllltles and expertlse.
7. Whistle Blower Policy
The detalls of the Ombudsmen process and lts functlons have
been dlscussed earller ln thls sectlon.
Disclosures by the Management
Durlng the year 20l0-ll, there have been no transactlons
of materlal nature entered lnto by the Company wlth the
Management or thelr relatlves that may have a potentlal connlct
wlth lnterest of the Company. None of the Non-Lxecutlve
Dlrectors have any pecunlary materlal relatlonshlp or materlal
transactlon wlth the Company for the year ended March 3l, 20ll
and has glven undertaklngs to that enect.
Code for prevention of Insider Trading
we have comprehenslve guldellnes on preventlng lnslder
tradlng. Our guldellnes are ln compllance wlth the SL8|
guldellnes on preventlon of |nslder Tradlng.
NYSE Corporate Governance Listing Standards
The Company has made thls dlsclosure of compllance wlth the
NSL Llstlng Standards ln lts webslte www.wlpro.com/lnvestors/
corp-governance.htm and has led the same wlth the New ork
Stock Lxchange (NSL).
Declaration as required under Clause 49 (I)(D)(ii) of the Stock
Exchange Listing Agreement
All Dlrectors and senlor management personnel of the Company
have amrmed compllance wlth wlpro's Code of 8uslness Conduct
and Lthlcs for the nanclal year ended March 3l, 20ll.
Sd/-
Azim H Premji
Date: 1une l7, 20ll Chalrman
Wipro Limited 83
Share Data
The performance of our stock ln the nanclal year ls tabulated ln Table l5.
Table 15: Monthly high and low price points and volume in National Stock Exchange and New York Stock Exchange is
provided below (Figures adjusted for Bonus shares issued in June 2010 in the ratio of 2:3):
Month April May June July August September October November December January February March
2011
volume
traded NSL
22,l29,855 l9,830,548 23,708,075 27,732,665 22,986,904 29,797,846 39,754,678 22,872,459 38,644,464 35,785,963 29,724,l46 26,l07,265
Price in NSE during each Month :
Hlgh 440.64 4l5.62 422.4 430.45 439.6 454.4 500 44l.9 496.25 496.8 460 484.7
Date l5-Apr-l0 l3-Mayl0 l5-1un-l0 3l-1ul-l0 6-Aug-l0 30-Sep-l0 l4-Oct-l0 23-Nov-l0 28-Dec-l0 3-1an-ll 22-Peb-ll 3l-Mar-ll
volume
traded on
that date
l,305,928 l,ll3,302 l,376,335 4,543,564 l,988,828 l,64l,695 2,4l5,464 l37,6l0 l,598,98l 978,985 l,76l,8l0 3,l76,324
Low 402.00 375.84 373.08 372.l 393.05 398.25 4l5 397.5 4l2.l5 424.6 407.5 431.4
Date 30-Apr-l0 2l-May-l0 7-1un-l0 8-1ul-l0 30-Aug-l0 3-Sep-l0 29-Oct-l0 l9-Nov-l0 l-Dec-l0 3l-1an-ll ll-Peb-ll 2l-Mar-ll
volume
trade on
that date
l,860,347 l37l804 l,488,360 l,289,953 997,302 696,l42 970,l70 l,ll4,49l l,756,960 l,694,934 l,690,9l0 l,075,5l5
S&P CNX Nifty Index during each month:
Hlgh 5,399.65 5,278.7 5,366.75 5,477.5 5,549.8 6,073.5 6,284.l 6,338.5 6,l47.3 6,l8l.05 5,599.25 5,872
Low 5,l60.9 4,786.45 4,96l.05 5,225.6 5,348.9 5,403.05 5,937.l 5,690.35 5,72l.l5 5,4l6.65 5,l77.7 5,348.2
Wipro Price Movement vis--vis Previous
Month High/Low (%) :
Hlgh % -2.l% -5.7% 1.6% l.9% 2.1% 3.4% l0.0% -ll.6% 12.3% 0.l% -7.4% 5.4%
Low % -0.7% -6.5% -0.7% -0.3% 5.6% 1.3% 4.2% -4.2% 3.7% 3.0% -4.0% 5.9%
S&P CNX Nifty Index Movement vis--vis
Previous Month High/Low %
Hlgh % 1.3% -2.2% l.7% 2.1% 1.3% 9.4% 3.5% 0.9% -3.0% 0.5% -9.4% 4.9%
Low % 4.6% -7.3% 3.6% 5.3% 2.4% l.0% 9.9% -4.2% 0.5% -5.3% -4.4% 3.3%
Graph : 01 Wipro share price movements in NSE compared with S&P CNX Nifty
-12
-9
-6
-3
0
3
6
9
12
15
March February January December November October Sept Aug July June May April
Relative performance of Wipro Share Vs. S & P CNX Nifty
Wipro Share S & P CNS Nifty Month & Year 2010-11
Table 16 : ADS Share Price during fnancial year 2010-11 ( ADS price adjusted for Bonus shares issued in June 2010 in ratio of 2:3)
April May 1une 1uly August September October November December 1anuary Pebruary March
wlpro ADS
price in
NSL durlng
each Month
closlng ($) (`)
l3.48 l2.69 l2.00 l3.60 l2.83 14.46 l4.28 l3.69 l5.47 l3.l8 13.16 l4.65
NSL TMT
|ndex durlng
each month
closlng ($)
5,375.06 4,984.98 4,832.0l 5,223.69 5,0l3.l8 5,458.34 5,670.42 5,52l.7 5,820.8l 5,979.76 6,l22.04 6,l09.54
Wipro
ADS Prlce
Movement
(%) vls a vls
Prevlous
month
Closlng $ (`)
-3.6% -5.8% -5.4% 13.3% -5.7% l2.7% -l.2% -4.l% l3.0% -l4.8% -0.2% 11.3%

NSL TMT
|ndex
Movement
(%) vls a vls
Prevlous
month
Closlng $ (`)
-0.3% -7.3% -3.l% 8.l% -4.0% 8.9% 3.9% -2.6% 5.4% 2.7% 2.4% -0.2%

Graph 02: Wipro Share price movements in NYSE compared with TMT index
-15
-12
-9
-6
-3
0
3
6
9
12
15
March February January December November October Sept Aug July June May April
Relative performance of Wipro ADS Vs. NYSE TMT Index
Wipro ADS Price NYSE TMT Month & Year 2010-11
Wipro Limited 85
Graph 03: Wipro ADS premium over Equity share price in NSE during the year 2010-11
1
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2
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3
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4
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5
0
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6
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7
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%
9
0
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1 - M a y - 1 0
1 - J u n - 1 0
1 - J u l - 1 0
1 - A u g - 1 0
1 - S e p - 1 0
1 - O c t - 1 0
1 - N o v - 1 0
1 - D e c - 1 0
1 - J a n - 1 1
1 - F e b - 1 1
1 - M a r - 1 1
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Other Information
a. Table 17 Share Capital History
Hlstory of |PO/ Prlvate Placement/8onus |ssues/Stock Spllt/Allotment of Shares pursuant to Lxerclse of Stock Optlons
Type Of Issue Year Of Issue Bonus
shares/
Stock
split ratio
Face
Value Of
Shares (`)
Shares Allotted No. of
Shares
Total
Total Paid
Up Capital
(`)
Number Nominal Value
|PO l946 l00/- l7,000 l,700,000 l7,000 l,700,000
Bonus issue l97l 1:3 l00/- 5,667 566,700 22,667 2,266,700
Bonus issue l980 1:1 l00/- 22,667 2,266,700 45,334 4,533,400
Bonus issue l985 1:1 l00/- 45,334 4,533,400 90,668 9,066,800
Issue of shares
to wlpro Lqulty
Peward Trust
l985 l00/- l,500 l,50,000 92,l68 9,2l6,800
Bonus issue l987 1:1 l00/- 92,l68 9,2l6,800 l84,336 l8,433,600
Stock spllt l990 l0:l l0/- l,843,360 l8,433,600
Bonus issue l990 1:1 l0/- l,843,360 l8,433,600 3,686,720 36,867,200
Bonus issue l992 1:1 l0/- 3,686,720 36,867,200 7,373,440 73,734,400
Issue of shares
pursuant to
merger of
Wipro Infotech
Limited and
wlpro Systems
Llmlted wlth the
Company
l995 l0/- 265,l05 2,65l,050 7,638,545 76,385,450
Bonus issue l995 1:1 l0/- 7,638,545 76,385,450 l5,277,090 l52,770,900
Bonus issue l997 2:1 l0/- 30,554,l80 305,54l,800 45,83l,270 458,3l2,700
Stock spllt l999 5:l 2/- 229,l56,350 458,3l2,700
ADP 2000 1:1 $4l.375 3,l62,500 6,325,000 232,3l8,850 464,637,700
Allotment of
equlty shares
pursuant to
exerclse of stock
options
On varlous dates
(Upto the record
date for issue of
bonus shares ln the
year 2004)
2/- 496,780 993,560 232,8l5,630 465,63l,260
Bonus 2004 2:1 2/- 465,63l,260 93l,262,520 698,446,890 l396,893,780
Allotment of
equlty shares
pursuant to
exerclse of stock
options
On varlous dates
(Upto March 3l,
2005)
2/- 5,l23,632 l0,247,264 703,570,522 l407,l4l,044
Allotment of
equlty shares
pursuant to
exerclse of stock
options
On varlous dates
(Upto the record
date for issue of
bonus shares ln the
year 2005)
2/- 2,323,052' 4,646,l04 705,893,574 l,4ll,787,l48
Bonus 2005 1:1 2/- 705,893,574 l,4ll,787,l48 l,4ll,787,l48 2,823,574,296
Allotment of
equlty shares
pursuant to
exerclse of stock
options
On varlous dates
(Upto March 3l,
2006)
2/- l3,967,ll9 27,934,238 l,425,754,267 2,85l,508,534
Wipro Limited 87
Type Of Issue Year Of Issue Bonus
shares/
Stock
split ratio
Face
Value Of
Shares (`)
Shares Allotted No. of
Shares
Total
Total Paid
Up Capital
(`)
Number Nominal Value
Allotment of
Lqulty Shares
pursuant to
exerclse of Stock
Optlons
On varlous dates
upto March 3l,
2007
2/- 33,245,383 66,490,766 l,458,999,650 2,9l7,999,300
Allotment of
Lqulty Shares
pursuant to
exerclse of Stock
Optlons
On varlous dates
upto March
3l,2008
2/- 2,558,623 5,ll7,426 l,464,980,746 2,922,96l,492
Allotment of
equlty shares
to shareholders
of subsldlary
companies
arlslng from
merger
March 26, 2009 2/- 968,803 l,937,606 l,462,422,l23 2,926,78l,952
Allotment of
Lqulty Shares
pursuant to
exerclse of Stock
Optlons
On varlous dates
upto March
3l,2009
2/- 2,558,623 5,ll7,426 l,464,980,746 2,929,96l,492
Allotment of
Lqulty Shares
pursuant to
exerclse of Stock
Optlons
On varlous dates
upto March
3l,20l0
2/- 3,230,443 6,460,886 l,468,2ll,l89 2,936,422,378
Bonus issue 20l0 2:3 2/- 979,765,l24 l,959,530,248 2,454,409,l45 4,908,8l8,290
Allotment of
Lqulty Shares
pursuant to
exerclse of Stock
Optlons
On varlous dates
upto March 3l,
20ll
2/- 6,432,832 l2,865,664 l,474,644,02l 2,949,288,042
History of Bonus issues and stock split
Year Ratio
l97l l:3(8onus)
l980 l:l(8onus)
l985 l:l(8onus)
l987 l:l(8onus)
l990 l0:l (stock spllt)
l990 l:l(8onus)
l992 l:l(8onus)
l995 l:l(8onus)
l997 2:l(8onus)
l999 5:l (stock spllt)
2004 2:l(8onus)
2005 l:l(8onus)
20l0 2:3 (8onus)
History of Dividend declared for the last thirteen years
Financial Year Dividend amount per share and rate (%) Percentage
l997-98 ` l.50 Per Share (Pace value ` l0) l5%
l998-99 ` l.50 Per Share (Pace value ` l0) l5%
l999-00 ` 0.30 Per Share (Pace value ` 2) l5%
2000-0l ` 0.50 Per Share (Pace value ` 2) 25%
200l-02 ` l.00 Per Share (Pace value ` 2) 50%
2002-03 ` l.00 Per Share (Pace value ` 2) 50%
2003-04 ` 29.00 Per Share (Pace value ` 2) l450%
2004-05 ` 5.00 Per Share (Pace value ` 2) 250%
2006-07 (|nterlm Dlvldend) ` 5.00 Per Share (Pace value ` 2) 250%
2006-07 (Plnal Dlvldend) ` l.00 Per Share (Pace value ` 2) 50%
2007-08 (|nterlm Dlvldend) ` 2.00 Per Share (Pace value ` 2) l00%
2007-08 (Plnal Dlvldend) ` 4.00 Per Share (Pace value ` 2) 200%
2009-l0 ` 6 Per Share (Pace value ` 2) 300%
20l0-ll(|nterlm Dlvldend) ` 2 per Share (Pace value ` 2) l00%
20l0-ll (nal dlvldend) ` 4.00 Per Share (Pace value ` 2) 200%
Table 18: Mergers and Demergers
Slnce the mld-l990s, Company's growth has been both organlc and through mergers and demergers. The table below glves the
relevant data on such mergers/demergers from the year l994 onwards.
Merging Company Merger/Demerger Appointed Date
Wipro Infotech Limited Merger Aprll l, l994
wlpro Systems Llmlted Merger Aprll l, l994
wlpro Computers Llmlted Merger Aprll l, l999
wlpro Net Llmlted Demerger Aprll l, 200l
wlpro 8PO Solutlons Llmlted Merger Aprll l, 2005
Spectramlnd Llmlted, 8ermuda Merger Aprll l, 2005
Spectramlnd Llmlted, Maurltlus Merger Aprll l, 2005
wlpro |nfrastructure Lnglneerlng Llmlted Merger Aprll l, 2007
wlpro HealthCare |T Llmlted Merger Aprll l, 2007
Quantech Global Servlces Llmlted Merger Aprll l, 2007
MPACT Technology Servlces Prlvate Llmlted Merger Aprll l, 2007
mPower Software Servlces (|ndla) Prlvate Llmlted Merger Aprll l, 2007
CMango |ndla Prlvate Llmlted Merger Aprll l, 2007
|ndlan 8ranches of wlpro Networks Pte Llmlted and wMNLTSLPv Llmlted Merger Aprll l, 2009
wlpro ardley Consumer Care Prlvate Llmlted Merger Aprll l, 20l0
Wipro Limited 89
Table No.19: Plant locations
Sl.
No.
Address City/Country
1 3rd, 4th, 5th and 6th Ploor, S 8 Towers, 88, M G Poad 8angalore 560 00l, |ndla
2 No. 8, 7th Maln, lst 8lock, (K-2) Koramangala 8angalore 560 095, |ndla
3 26, Srl Chamundl Complex, (M-2), 8ommanahalll, Hosur Maln Poad 8angalore 560 068, |ndla
4 No.l,2,3,4 and 54/l, Survey No.20l/C, (M-3, M4) Madlvala, Hosur Maln Poad, 8angalore 560 068, |ndla
5 No.l,2,3,4 and 54/3, Survey No.20l/C, (M-3) Pesearch and Development, Madlvala, Hosur Maln Poad, 8angalore 560 068, |ndla
6 No. 3l9/l, (Adea 8ulldlng) 8omanahalll, Hosur Maln Poad, 8angalore 560 068, |ndla
7 2nd, 3rd, 4th Ploor, Slgma Tech Park, 8eta Towers, No. 7 whlteeld Maln Poad, 8angalore 560 066, |ndla
8 Llectronlcs Clty Phase l,2,3,4, Keonlcs Llectronlc Clty, Hosur Poad 8angalore 560 l00, |ndla
9 wlpro SLZ, Doddathogur vlllage, 8egur Hobll/ Llectronlc Clty, 8angalore 560 l00, |ndla
l0 3rd Ploor, Ahmed Plaza, No.38/l&2, 8ertenna Agrahara, Hosur Maln Poad 8angalore 560 l00, |ndla
11 Prltech Park SLZ, LCO Space, Outer Plng Pd, 8elandur vlllage 8angalore 560 034, |ndla
12 wlrpo, SLZ, Doddakannelll vlllage, varthur Hobll, Sar[apur Poad, 8angalore 560 035, |ndla
13 l46/l47, Mettagalll |ndustrlal Area, Mettagalll Mysore 570 0l6, |ndla
14 lll, (CDC-l) Mount Poad, Gulndy Chennal 600 032, |ndla
l5 l05, (Sterllng 8ulldlng) Mount Poad, Gulndy Chennal 600 032, |ndla
16 475A, Sholllnganallur, Old Mahaballpuram Poad (CDC-2) Chennal 600 0l9, |ndla
l7 475A, Sholllnganallur, Old Mahaballpuram Poad (w8PO) Chennal 600 0l9, |ndla
l8 LLCOT SLZ, Sy.No.602/3, Shollnganallur vlllage, Chennal 600 ll9, |ndla
l9 Mahlndra world Clty SLZ, Kanchepuram Dlstrlct Chennal 603 002, |ndla
20 Ascendas |T Park, Taramanl Poad, Chennal 600 ll3, |ndla
21 |nfopark SLZ, Kusumaglrl Po, Kakanad Kochl 682 030, |ndla
22 l-8-448, Lakshml 8ulldlngs, S P Poad, 8egumpet Hyderabad 500 003, |ndla
23 Survey Nos.64, Serlllngampall Mandal, Madhapur, Hyderabad 500 033, |ndla
24 wlpro SLZ, S.No.203/l, Manlkonda 1aglr vlllage, Pa[endranagar Mandal, PP Dlstrlct Hyderabad500 0l9, |ndla
25 S.No.203/l, Manlkonda 1aglr vlllage, Pa[endranagar Mandal, PP Dlstrlct Hyderabad 500 020, |ndla
26 wlpro SLZ, |T Park, Gopanapally, PP Dlstrlct Hyderabad500 032, |ndla
27 Plot No.2, M|DC, Pa[eev Gandhl |nfotech Park-l, Hln[ewadl Pune 4ll 027, |ndla
28 Plot No.2, M|DC, Pa[eev Gandhl |nfotech Park-l, Hlngewadl (w8PO) Pune 4ll 027, |ndla
29 wlpro SLZ, Plot No.3l, M|DC, Pa[eev Gandhl |nfotech Park-2, Hlngewadl Pune 4ll 027, |ndla
30 2nd , 3rd, 4th Ploor, Spectra 8ulldlng, Hlranandanl Garderns, Powal (w8PO) Mumbal 400 076, |ndla
31 3rd Ploor C|DCO 8ulldlng, 8elapur Pallwaystatlon Complex (w8PO) Navl Mumbal 400 6l4, |ndla
32 Hlranandanl SLZ, Hlranandanl Garderns, Powal Mumbal 400 076, |ndla
33 Serene Propertles Pvt, Ltd, SLZ, Mlndspace, Alroll Mumbal 400 708, |ndla
34 wlpro Ltd, SLZ, Plot No. l, 7, 8 & 9, 8lock-DM, Sector-v, Saltlake, Kolkata 700 09l, |ndla
35 8lock-CN l- v, Sector-v, Saltlake, Kolkata 700 09l, |ndla
36 Plot No. 2 (P), |DCO |nfo Clty, |ndustrlal Lstate Chandaka, 8hubaneswar 75l 022, |ndla
37 237, 238 and 239 Okhla |ndustrlal Lstate, Phase-||| (w8PO) New Delhll00 020, |ndla
38 Omaxe Squlre, Plot l3, 1asola New Delhll00 020, |ndla
Sl.
No.
39 wlpro SLZ, Plot No. 2,3 & 4, Knowledge Park, Greater Nolda, UP Greater Nolda, |ndla
40 No. 480-48l, Udyog vlhar,Phase-|||, Gurgoan Haryana-l22 0l5, |ndla
41 Lot-7, 8lock-2, Corner Arch 8lshop Peyes Street and Mlndanao St.CL8U 8uslness Park, CL8U |T Tower Cebu Clty, Phlllpplnes
42 l, Cyber Pod Centrls, Lton Centrls, 8arangay Plnahan, Quezon Clty, Manlla Phlllpplnes
43 Talnfu Software Park, Talnfu Avenue, 765, Hl-Tech Zone, Chengdu Chlna
44 Unlt l5l8, 8ulldlng l, Shanghal Pudong Software Park, Shanghal Chlna
45 Unlt A202, |nformatlon Center, Zhongguancun Software Park, Hal Dlan Dlstrlct, 8el[lng Chlna
46 okohama Landmark Tower 9P # 9llA, Mlnato-Mlral, Nlshl-ku, okohama, Kanagawa 1apan
47 l85, Klngs Court, Klngs Poad, Peadlng PG l4 LX Unlted Klngdom
48 G6, S2/S3 Columbla House, Columbla Drlve, worthlng 8Nl3 3HD Unlted Klngdom
49 Unlt l2, Charter Polnt, Ashby 8uslness Park, Ashby-de-la-Zouch Lelcestershlre LL65 l1P Unlted Klngdom
50 Ashton House, 8lrchwood Park, warrlngton Poad, 8lrchwood, warrlngton, wA3 6AL Unlted Klngdom
5l 2, Pue Marle 8erhaut, |mmeuble Cap Nord A, 35000 PLNNLS France
52 web Campus, Kalstrasse, l0l Klel 24ll4 Germany
53 Munlch Omce (Germany) wllly-8randt-Allee 4, D-8l829 Munchen, Munlch Germany
54 "8uroHaus auf dem hagen_campus, Plchmodstr. 6
50667 Koeln (Cologne),
Germany
55 Technology Centre, vahrenwalder Strasse 7, 30l65 Hannover Germany
56 Polarlsavenue 57, 2l32 1H Hoofddorp, Netherlands
57 wassenaarsweg 22, 2596 CH Den Haag, Netherlands
58 PartnerPort, Altrottstrasse 3l, walldorf, Germany
59 Technopolls, 8uslness ld 0487422-3, Llektronllkkatle 8, P|N 90570, Oulu Finland
60 Mlllennlum Park 6, A-6890 Lustenau, Austrla Austria
61 TPUST COPPOPAT|ON SA., Splalul |ndependentel, nr 3l9C, Sector 6, 8ucharest, Pomanla. tel +40
2l 3l2 80l0
Pomanla
62 C. 8redlceanu, Nr. l0, Clty 8uslness Center 8ulldlng C, Tlmlsoara, Phone: +40 3l2 26l 300, Tlmlsore Pomanla
63 wlpro Llmlted, |nfopark - 8ulldlng D. 5.6. lll7 8udapest
Gabor Denes utca 2.
Hungary
64 Prykdalsbacken l2-l4, Stockholm, Sweden
65 Pua Lng Prederlco Ulrlch, 2650, Ldlficlo w|PPO, 4470-605 Morelra, Mala, Porto Portugal
66 Centro Lmpresarlal de 8raga, Lugar da ventosa, 47l0 - 3l9 Perrelros, 8raga, Portugal
67 Hlomotle 30, Plta[anmakl, Helslnkl Finland
68 Koy Llektroclty, Tyklstkatu 4 5th noor, apartment 504 , Turku, Finland
69 Dusseldorferstr 7l8, 40667 Meerbusch, Germany Germany
70 Level-6, 80, George Street, Paramatta NSw, Australla
7l Levels l and 3, l9 Grenfell Street, Adelalde, SA 5000 Adelalde, Australla
72 Level 3, 80 Dorcas Street, South Melbourne, vlctorla - 3205 Melbourne, Australla
73 Chrysler 8ulldlng, 6th Ploor, l Plverslde Drlve west, w|NDSOP ONN5A5K4 Canada
74 Level 6, 80 George St, Parramatta, NSw, 2l50 Australia
Wipro Limited 9l
Sl.
No.
75 Level 3, 80 Dorcas Street, South Melbourne, vlctorla - 3205 Australia
76 Levels l and 3, l9 Grenfell Street, Adelalde, SA 5000 Australia
77 #02-08/09/l0, l Changl 8ulness Park, Crescent, Slngapore 486025 Slngapore
78 Sulte G08-09, 2300 Century Square, 1alan Usahawan,Cyber 6, 63000 Cyber[aya, Selangor Darul Lhsan Malaysla
79 6th Ploor, Damac - Lxecutlve Helghts, Dubal UAL, PO 500ll9 Dubal
80 8l24, Ground Ploor, Smart vlllage, Glza, Calro, Arab Pepubllc of Lgypt Lgypt
8l 3535 Pledmont Poad NL, 8ulldlng l4 Sultes l400/l550 Atlanta, GA 30305 US
82 3575 Pledmont Poad NL, 8ulldlng l5 Sulte 600 Atlanta, GA 30305 US
83 3565 Pledmont Poad NL, 8ulldlng 4 Sulte 500 Atlanta, GA 30305 US
84 Seattle/8ellevue , washlngton: ll0 ll0th Avenue, NL, Sulte 300 8ellevue, wA 98004 US
85 Troy, Mlchlgan: 888 w. 8lg 8eaver Poad, Sulte l290 Troy, M| 48084 US
86 8entonvllle, Arkansas: 7ll SL 1 Street, Sulte ll 8entonvllle, AP 727l2 US
87 8rea, Callfornla: 3300 Last 8lrch Street 8rea, CA 9282l-6254 US
88 1enerson Clty, Mlssourl: 905 weathered Pock Poad 1enerson Clty, MO 65l0l-l806 US
89 Leonla, New 1ersey: 2 Chrlstle Helghts Street Leonla, N1 07605 US
90 Norcross, Georgla: 6620 8ay Clrcle Drlve Norcross, GA 3007l-l2l0 US
9l Omaha, Nebraska: ll707 Mlracle Hllls Drlve Omaha, NL 68l54 US
92 Tempe, Arlzona: 2005 L. Technology Clrcle Tempe, AZ 85284 US
93 Old - Pua Alexandre Dumas, 2l00 S| 32 - Chacara Santo Antonlo. 047l7-004 Sao Paulo, SP- 8razll 8razll
94 1oao Marcheslnl Street, number l39 - 5th and 6th noor Post Code: 802l5-432 Curltlba/Parana -
8razll
8razll
95 Carlos Pellegrlnl, 58l (Plso 7) l009 Capltal Pederal, 8uenos Alres - Argentlna Argentlna
96 427 L. Garza Sada Avenue Local 38-27. Col. Altavlsta Monterrey, NL, Mexlco C.P. 64840 Mexlco
97 800 North Polnt Pkwy Alpharetta, GA 30005 USA US
98 Avenlda Marla Coelho Agular, 2l5, 6 Andar do 8loco 8 do Centro Lmpresarlal de Sao Paulo
SP CLP 05804-900. 8razll
8razll
The Companys manufacturing facilities are located at:
Sl. No Address City/ State
1 P O 8ox No.l2, Dlst. 1algaon Amalner 425 40l
2 L-8, M|DC, walu[ Aurangabad 43l l36
3 l05, Hootagalll |ndustrlal Area Mysore 57l l86
4 A-28, Thattanchavady |ndustrlal Lstate Pondlcherry 560 058
5 l20/l, vellancherl, Guduvanchery 603 202
6 Plot No.4, Anthrasanahalll |ndustrlal Area Tumkur 572 l06
7 9A/l08, Peenya |ndustrlal Area 8angalore
8 Plot no.226C/226D, |ndustrlal Development Area, AP||C, Hlndupur - 5l52ll, Andhra Pradesh. Hlndupur - 5l52ll,
9 Plot C-l, S|PCOT |ndustrlal Park, |rrungattukottal, Srlperumbadur Taluk, Kancheepuram Dlst.
Tamll Nadu - 602l05
l0 8addl |ndustrlal Area, 8addl, Hlmachal Pradesh Hlmachal Pradesh
11 Plot No.99-l04, Sector 6A, ||L, S|DCUL, Harldwar Uttarakhand 249403
Corporate Identity No. : L32102KA1945PLC020800
Nominal Capital Rs. 555 crores
To the Members of Wipro Limited
we have examlned all the relevant records of wlpro Llmlted for the purpose of certlfylng compllance of the condltlons of the
Corporate Governance under Clause 49 of the Llstlng Agreement wlth the Stock Lxchanges for the nanclal year ended March 3l,
20ll. we have obtalned all the lnformatlon and explanatlons whlch to the best of our knowledge and bellef were necessary for
the purposes of certlcatlon.
The compllance of condltlons of corporate governance ls the responslblllty of the Management. Our examlnatlon was llmlted to the
procedure and lmplementatlon process adopted by the Company for ensurlng the compllance of the condltlons of the corporate
governance. Thls certlcate ls nelther an assurance as to the future vlablllty of the Company nor of the emcacy or enectlveness wlth
whlch the management has conducted the analrs of the Company.
|n our oplnlon and to the best of our lnformatlon and accordlng to the explanatlons glven to us, we certlfy that the Company has
complled wlth all the mandatory condltlons of Corporate Governance as stlpulated ln the sald Llstlng Agreement. As regards Annexure
lD of non-mandatory requlrements, the Company has complled wlth ltems 2,3,4,5,6 and 7 of such non-mandatory requlrements.
8angalore, 1une 9, 20ll For V. Sreedharan & Associates
Company Secretarles
Sd/-
V. Sreedharan
Partner
P.C.S.2347, C.P. No. 833
Corporate Governance Compliance Certificate
Financial
Statements
Standalone Financial Statements
To the Members of WIPRO LIMITED
We have audited the attached balance sheet of Wipro Limited (the Company) as at March 31, 2011, the proft and loss account
and the cash fow statement for the year ended on that date, annexed thereto. These fnancial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on these fnancial statements based on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fnancial statements. An audit
also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the
overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
1. As required by the Companies (Auditors Report) Order, 2003, as amended (the Order), issued by the Central Government
of India in terms of Section 227(4A) of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the
matters specifed in paragraphs 4 and 5 of the said Order.
2. Further to our comments in paragraph 1 above, we report that:
a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purposes of our audit;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our
examination of those books;
c) the balance sheet, proft and loss account and cash fow statement dealt with by this report are in agreement with the
books of account;
d) in our opinion, the balance sheet, proft and loss account and cash fow statement dealt with by this report comply with
the accounting standards referred to in sub-section (3C) of Section 211 of the Act ;
e) on the basis of written representations received from the directors as on March 31, 2011 and taken onrecord by the
Board of Directors, we report that none of the directors is disqualifed as at March 31, 2011 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act; and
f ) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give
the information required by the Act, in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
1) in the case of the balance sheet, of the state of afairs of the Company as at March 31, 2011;
2) in the case of the proft and loss account, of the proft of the Company for the year ended on that date; and
3) in the case of the cash fow statement, of the cash fows of the Company for the year ended on that date.
for BSR & Co.
Chartered Accountants
Firm Registration No: 101248W
Natrajh Ramakrishna
Partner
Membership No. 032815
Bangalore
April 27, 2011
Auditors Report
Wipro Limited 95
Annexure referred to in paragraph 1 of our report to the members of Wipro Limited (the Company) for the year ended March 31, 2011
(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fxed
assets.
(b) The Company has a regular programme of physical verifcation of its fxed assets by which all fxed assets are verifed in a
phased manner over a period of three years. In our opinion, this periodicity of physical verifcation is reasonable having
regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed
on such verifcation.
(c) Fixed assets disposed of during the year were not substantial, and therefore, do not affect the going concern
assumption.
(ii) (a) The inventory (including stocks lying with third parties), except goods-in-transit, has been physically verifed by the
management during the year. In our opinion, the frequency of such verifcation is reasonable.
(b) The procedures for the physical verifcation of inventories followed by the management are reasonable and adequate
in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. As informed to us, the discrepancies noticed on verifcation
between the physical stocks and the book records were not material.
(iii) (a) The Company has granted loans to wholly owned subsidiaries covered in the register maintained under Section 301 of
the Companies Act, 1956 (Act). The maximum amount outstanding during the year and the year-end balance of such
loans are as follows:
(ìn million)
Name of the entity Maximum amount
outstanding during the year
Year-end balance
Wipro Cyprus Private Limited 1,577 1,577
Wipro Singapore Pte. Limited 22 22
Wipro Holdings (Mauritius) Limited 3 3
Wipro Inc 2,007 2,007
(b) In our opinion, the rate of interest, where applicable and other terms and conditions on which loans have been granted
to companies, frms or other parties covered in the register maintained under Section 301 of the Act are not, prima facie,
prejudicial to the interest of the Company.
(c) The principal amounts and interest, where applicable, are being repaid regularly in accordance with the agreed contractual
terms. Accordingly, paragraph 4(iii) (d) of the Order is not applicable to the Company.
(d) The Company has not taken any loans, secured or unsecured, from companies, frms or other parties covered in the
register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii) (e) to (g) of the Order are not applicable
to the Company.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system
commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fxed
assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system
during the course of the audit.
(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements
referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of
contracts and arrangements referred to in (a) above and exceeding the value of ` 5 lakh with each party during the year
have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except
for purchase of certain services which are for the Companys specialised requirements and similarly for sale of certain
Annexure to the Auditors Report
goods and services for the specialised requirements of the buyers and for which suitable alternative sources are not
available to obtain comparable quotations. However, on the basis of information and explanations provided, the same
appear reasonable.
(vi) The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central
Government of India for maintenance of cost records under section 209(1)(d) of the Act, in respect of vanaspati, toilet soaps,
lighting products and mini computers/microprocessor based system and data communication system and are of the opinion
that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed
examination of the records.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident
Fund, Service tax, Employees State Insurance, Income-tax, Sales-tax, Wealth tax, Customs duty, Excise duty, Investor
Education and Protection Fund and other material statutory dues have been generally regularly deposited during the
year by the Company with the appropriate authorities.
There are no dues on account of Cess under Section 441A of the Act since the date from which the aforesaid Section
comes into force has not yet been notifed by the Central Government of India.
According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax,
Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues were in arrears as at March
31, 2011 for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us, the following dues of Income tax, Excise duty, Customs duty,
Sales tax and Service tax have not been deposited by the Company on account of disputes:
Name of the Statute Nature of the dues Amount
unpaid *
(` mn)
Period to which
the amount relates
(Assessment year)
Forum where dispute is
pending
Income Tax Act, 1961 Income tax and interest
demanded
3,235 2006-2007 Income tax Appellate Tribunal
The Central Excise Act, 1944 Excise duty demanded 47 1997-98 to 2008-09 Appellate Authority /CESTAT
Customs Act, 1962 Customs duty, interest and
penalty demanded
579 1991-92 to 2008-09 Appellate Authority /CESTAT
Customs Act, 1962 Customs duty demanded 44 1990-98 and 2005-06 Supreme court / High court
State Sales Tax/VAT and CST (pertaining to
various states)
Sales tax, interest and penalty
demanded
1,128 1986-87 to 2009-10 Appellate Authority/Appellate
Tribunal
State Sales Tax/VAT and CST (pertaining to Kerala
and Karnataka)
Sales tax and penalty demanded 25 1999-00 to 2006-07 Supreme court / High court
Entry Tax (Karnataka) Entry tax demanded 6 2005-09 Appellate Tribunal
Finance Act, 1994 - Service tax Service tax and interest
demanded
520 2001-02 to 2008-09 Appellate Authority /CESTAT
*The amounts paid under protest have been reduced from the amounts demanded in arriving at the aforesaid disclosure.
(x) The Company does not have any accumulated losses at the end of the fnancial year and has not incurred cash losses during
the fnancial year and in the immediately preceding fnancial year.
(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of
dues to its bankers or to any fnancial institutions. The Company did not have any outstanding debentures during the year.
(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and
other securities.
(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual
beneft fund/ society.
Wipro Limited 97
(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities,
debentures and other investments.
(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company
has given guarantees for loans taken by others from banks or fnancial institutions are not prejudicial to the interest of the
Company.
(xvi) In our opinion and according to the information and explanations given to us, the term loans taken by the Company have
been applied for the purposes for which they were raised.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company,
we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.
(xviii) The Company has not made any preferential allotment of shares to companies/frms/parties covered in the register maintained
under Section 301 of the Act.
(xix) The Company did not have any outstanding debentures during the year.
(xx) The Company has not raised any money by public issues during the year.
(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported
during the course of our audit.
for BSR & Co.
Firm Registration No: 101248W
Natrajh Ramakrishna
Partner
Bangalore
April 27, 2011
(` in Million)
As of March 31,
Schedule 2011 2010
SOURCES OF FUNDS
Shareholders Funds
Share capital 1 4,908 2,936
Share application money pending allotment 7 18
Reserves and surplus 2 208,294 173,968
213,209 176,922
Loan Funds
Unsecured loans 3 47,441 55,302
47,441 55,302
260,650 232,224
APPLICATION OF FUNDS
Fixed Assets
Gross block 4 77,793 67,613
Less: Accumulated depreciation and amortisation 35,423 31,050
Net block 42,370 36,563
Capital work-in-progress and advances 6,031 9,911
48,401 46,474
Investments 5 108,134 89,665
Deferred Tax Asset (Net) 18(24) 108 348
Current Assets, Loans and Advances
Inventories 6 7,249 6,069
Sundry debtors 7 57,813 50,164
Cash and bank balances 8 52,033 56,643
Loans and advances 9 67,460 53,911
184,555 166,787
Less: Current Liabilities and Provisions
Current liabilities 10 52,900 48,742
Provisions 11 27,648 22,308
80,548 71,050
Net Current Assets 104,007 95,737
260,650 232,224
Notes to accounts 18
The schedules referred to above form an integral part of the balance sheet
As per our report attached
for BSR & Co.,
Firm Registration number: 101248W
Natrajh Ramakrishna
Partner
Bangalore
April 27, 2011
Azim Premji B. C. Prabhakar T. K. Kurien Dr. Jagdish N. Sheth
Chairman Director CEO, IT Business Director
& Executive Director

Suresh C. Senapaty V. Ramachandran
Chief Financial Ofcer Company Secretary
& Director
Balance Sheet
Wipro Limited 99
for BSR & Co.,
Natrajh Ramakrishna
Partner
Bangalore
April 27, 2011

& Director
Profit and Loss Account
(` in Million except share data)
Year ended March 31,
Schedule 2011 2010
INCOME
Gross sales and services 264,012 230,063
Less: Excise duty 1,007 843
Net sales and services 263,005 229,220
Other income, net 12 6,033 8,667
269,038 237,887
EXPENDITURE
Cost of sales and services 13 179,807 154,436
Selling and marketing expenses 14 16,420 14,022
General and administrative expenses 15 15,170 11,543
Interest 16 586 998
211,983 180,999
PROFIT BEFORE TAXATION 57,055 56,888
Provision for taxation including deferred tax 18(24) 8,618 7,908
PROFIT AFTER TAXATION 48,437 48,980
Appropriations
Interim dividend 4,908 -
Proposed dividend 9,818 8,809
Tax on dividend 2,204 1,283
Amount transferred to General reserve 4,844 38,888
BALANCE CARRIED TO BALANCE SHEET 26,663 -
EARNINGS PER SHARE - EPS[Refer Note 18(15)]
Equity shares of par value ` 2/- each
Basic (in `) 19.88 20.16
Diluted (in `) 19.78 20.03
Number of shares for calculating EPS
Basic 2,436,440,633 2,429,036,656
Diluted 2,449,297,479 2,445,450,341
The schedules referred to above form an integral part of the proft and loss account
Cash Flow Statement
(` in Million)
2011 2010
A. Cash fows from operating activities:
Proft before tax 57,055 56,888
Adjustments:
Depreciation and amortisation 6,001 5,796
Amortisation of stock compensation 1,311 1,224
Exchange diferences, net 804 (5,528)
Impact of cash fow hedges 4,251 5,858
Interest on borrowings 586 998
Dividend/interest, net (6,234) (3,979)
Proft on sale of investments (171) (308)
Gain on sale of fxed assets (130) (22)
Working capital changes :
Sundry debtors and unbilled revenue (14,675) (9,244)
Loans and advances (6,540) (778)
Inventories (1,133) (1,385)
Current liabilities & provisions 4,021 1,920
Net cash generated from operations 45,146 51,440
Direct taxes (paid)/refund, net (8,041) (6,666)
Net cash generated by operating activities 37,105 44,774
B. Cash fows from investing activities:
Acquisition of fxed assets (including capital advances) (8,689) (8,219)
Proceeds from sale of fxed assets 431 300
Purchase of investments (468,165) (337,926)
Proceeds from sale/maturity of investments 451,328 323,482
Purchase of intercorporate deposits (14,290) (10,750)
Refund of intercorporate deposits 20,100 4,950
Payment for acquisition/merger of businesses - (52)
Investment in subsidiaries (1,577) (6,096)
Dividend/interest income received 6,122 3,665
Net cash used in investing activities (14,740) (30,646)
C. Cash fows from fnancing activities:
Proceeds from exercise of employee stock options 36 7
Share application money pending allotment (11) 3
Interest paid on borrowings (615) (1,046)
Dividends paid (including distribution tax) (15,585) (6,858)
Repayment of borrowings/loans 71,371 (52,690)
Proceeds of borrowings/loans (82,522) 59,622
Net cash used in fnancing activities (27,326) (962)
Net (decrease)/increase in cash and cash equivalents during the period (4,961) 13,166
Cash acquired upon Merger 28 256
Cash and cash equivalents at the beginning of the period 56,643 44,092
Efect of exchange rate changes on cash balance 323 (871)
Cash and cash equivalents at the end of the period (Refer Schedule 8) 52,033 56,643
for BSR & Co.,
Natrajh Ramakrishna
Partner
Bangalore
April 27, 2011

& Director
Wipro Limited 101
Schedules to Balance Sheet
As of March 31,
SCHEDULE 1 SHARE CAPITAL 2011 2010
Authorised capital
2,650,000,000 (2010: 1,650,000,000) equity shares of ` 2 each 5,300 3,300
25,000,000 (2010: 25,000,000) 10.25 % redeemable cumulative preference shares of ` 10
each
250 250
5,550 3,550
Issued, subscribed and paid-up capital
2,454,409,145 (2010: 1,468,211,189) equity shares of ` 2 each [Refer note 18(4)] 4,908 2,936
4,908 2,936
SCHEDULE 2 RESERVES AND SURPLUS
Capital reserve
Balance brought forward from previous year 1,144 1,144
Additions during the year - -
1,144 1,144
Securities premium account
Add: Exercise of stock options by employees 2,895 1,909
Less : Amount utilised for bonus shares 1,960 -
30,123 29,188
Restricted stock units reserve [Refer note 18(13)]
Employee stock options outstanding 3,791 4,366
Less: Deferred employee compensation expense 3,507 2,643
284 1,723
General reserve
Transferred from Proft and Loss account [Refer note 18 (5) (ii)] 4,743 38,685
151,755 147,012
Hedging reserve [Refer note 18(7)]
Balance brought forward from previous year (5,099) (16,859)
Movement during the year 3,424 11,760
Loss on cash fow hedging derivatives, net (1,675) (5,099)
Proft and Loss Account 26,663 -
Summary of reserves and surplus
208,294 173,968
SCHEDULE 3 UNSECURED LOANS
From banks
External commercial borrowings[Refer note 18(19)] 18,861 16,844
Other short term loans (repayable within one year ) 27,754 37,555
Other loans
Interest free loan from State Government 37 37
Others(repayable within one year ` 334 million (2010: ` 263 million)) 789 866
47,441 55,302
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Wipro Limited 103
(` in Million)
As of March 31,
2011 2010
SCHEDULE 5 INVESTMENTS
Long term investments - (at cost)
Unquoted
Investments in subsidiary companies
Equity shares[Refer note 18(20)] 60,065 58,565
Preference shares - 57
Investment in associates - Non trade
Wipro GE Healthcare Private Limited
1
227 227
Current investments - Non trade
Quoted
Investments in Indian money market mutual funds [Refer note 18(21)] 23,877 18,548
Unquoted
Certifcates of deposit 23,282 11,568
Others [Refer note 18(20)] 791 808
108,242 89,773
Less: Provision for diminution in value of long term investments 108 108
108,134 89,665
Aggregate market value of quoted investments and mutual funds 23,923 18,558
1
Equity investments in this company carry certain restrictions on transfer of shares as provided for in
the shareholders agreements

SCHEDULE 6 INVENTORIES
Stores and spares 1,126 1,001
Raw materials 2,206 1,467
Finished goods 3,084 3,058
Stock in process 833 543
7,249 6,069
SCHEDULE 7 SUNDRY DEBTORS
Unsecured
Debts outstanding for a period exceeding six months
Considered good* 7,087 6,070
Considered doubtful 2,028 1,841
9,115 7,911
Other debts
Considered good* 50,726 44,094
Considered doubtful 65 10
50,791 44,104
Less: Provision for doubtful debts 2,093 1,851
57,813 50,164
* Refer to Note 18(23) for debts due from companies under the same management as defned under
Section 370 (1-B) of the Companies Act, 1956.
SCHEDULE 8 CASH AND BANK BALANCES
Cash and cheques on hand 969 531
Balances with scheduled banks
In current accounts
#
2,916 3,601
In deposit accounts 28,691 37,260
Balances with other banks in current account** 19,457 15,251
52,033 56,643
**Bankwise breakup and the maximum balances are given in note 18(18)
#Includes balance in unclaimed dividend account amounting to ` 20 million (2010: ` 17 million)
(` in Million)
As of March 31,
2011 2010
SCHEDULE 9 LOANS AND ADVANCES
Unsecured, considered good unless otherwise stated
Advances recoverable in cash or in kind or for value to be received
Considered good
- Prepaid expenses 4,039 3,040
- Employee travel & other advances 1,417 1,462
- Advance to suppliers 630 409
- Others 2,910 2,501
8,996 7,412
9,564 7,709
Less: Provision for doubtful advances 568 297
8,996 7,412
Loans to subsidiaries* 3,585 1,596
Other deposits 1,978 1,530
Derivative asset 5,108 3,903
Finance lease receivables 7,250 4,442
Advance income tax less provision for tax 13,442 9,520
Inter corporate deposit 4,240 10,050
Inter corporate deposit with subsidiary* 273 273
Balances with excise and customs 786 690
Unbilled revenue 21,802 14,495
67,460 53,911
* Refer Note 18(22) for loans given to subsidiaries and inter corporate deposit with subsidiary
SCHEDULE 10 CURRENT LIABILITIES
Sundry creditors
-dues to micro and small enterprises[Refer note 18(17)] 1 5
-dues to other than micro and small enterprises 19,147 14,952
Accrued expenses 17,140 16,164
Statutory liabilities 3,288 3,397
Unearned revenue 6,188 7,215
Advances from customers 798 903
Payables to subsidiaries 1,905 1,682
Derivative liabilities 4,400 4,385
Unclaimed dividends 20 17
Interest accrued but not due 13 22
52,900 48,742
SCHEDULE 11 PROVISIONS
Provision for tax less advance tax 11,634 7,375
Tax on proposed dividend 1,593 1,283
Employee retirement benefts 2,293 2,546
Warranty 452 532
Others 1,858 1,763
27,648 22,308
Wipro Limited 105
Schedules to Profit and Loss Account
(` in Million)
2011 2010
SCHEDULE 12 OTHER INCOME
Income from current investments
- Dividend on mutual fund units(non-trade quoted) 2,288 1,442
- Proft/ (loss) on sale of investments,net 171 308
Interest on debt instruments and others* 3,946 2,537
Exchange fuctuations on foreign currency borrowings, net (774) 1,824
Other exchange diferences, net 13 2,193
Miscellaneous income 389 363
6,033 8,667
*Tax deducted at source on interest received ` 201 million (2010 : ` 303 million)
SCHEDULE 13 COST OF SALES AND SERVICES
Employee compensation 88,897 74,350
Contribution to provident and other funds 1,936 1,589
Workmen and staf welfare 1,434 1,235
Raw materials, fnished and process stocks consumed (Refer schedule 17) 37,513 36,194
Sub contracting / technical fees / third party application 26,151 19,839
Travel 6,513 4,972
Repairs to building 155 163
Repairs to machinery 1,336 1,415
Communication 1,603 1,484
Power and fuel 1,997 1,414
Rent 1,064 1,003
Stores and spares 227 384
Insurance 390 332
Rates and taxes 44 226
Miscellaneous expenses 4,843 4,365
179,807 154,436
SCHEDULE 14 SELLING AND MARKETING EXPENSES
Contribution to provident and other funds 126 82
Staf welfare 223 173
Advertisement and sales promotion 2,479 2,499
Travel 927 687
Carriage and freight 1,202 928
Sales commission 446 354
Rent 270 387
Communication 380 338
Depreciation and amortisation 164 195
Insurance 26 53
Miscellaneous expenses 1,209 751
16,420 14,022
Schedules to Profit and Loss Account
(` in Million)
2011 2010
SCHEDULE 15 GENERAL AND ADMINISTRATIVE EXPENSES
Contribution to provident and other funds 410 272
Staf welfare 1,012 883
Travel 1,123 1,039
Legal and professional 1,245 1,218
Provision for doubtful debts 241 453
Staf recruitment 1,211 473
Manpower outside services 315 199
Insurance 32 53
Rent 514 393
Auditors remuneration
Audit fees 10 10
For certifcation including tax audit 2 2
Out of pocket expenses 1 1
Repairs and mantainance 15 10
15,170 11,543
SCHEDULE 16 INTEREST
Cash credit and others 586 998
586 998

SCHEDULE 17 RAW MATERIALS, FINISHED AND PROCESSED STOCKS
Consumption of raw materials and bought out components:
Opening stock 1,467 1,446
Add: Purchases 11,596 9,913
Less: Closing stock 2,206 1,467
10,857 9,892
Purchase of fnished products for sale 26,972 27,412
(Increase) / Decrease in fnished and process stocks :
Opening stock
In process 543 425
Finished products 3,058 1,978
Stock taken over on merger
In process - 6
Finished products - 82
3,601 2,491
Less: Closing stock
In process 833 543
Finished products 3,084 3,058
(316) (1,110)
37,513 36,194
Wipro Limited 107
SCHEDULE 18 NOTES TO ACCOUNTS
Company overview
Wipro Limited (Wipro or the Company), is a leading India based
provider of IT Services, including Business Process Outsourcing
(BPO) services, globally. Further, Wipro has other businesses such
as IT Products, Consumer Care and Lighting and Infrastructure
engineering. Wipro is headquartered in Bangalore, India.
1. Signifcant accounting policies
i. Basis of preparation of fnancial statements
The fnancial statements are prepared in accordance with
Indian Generally Accepted Accounting Principles (GAAP)
under the historical cost convention on the accrual basis,
except for certain fnancial instruments which are measured
on a fair value basis. GAAP comprises Accounting Standards
specifed in the Companies (Accounting Standards) Rules,
2006, Accounting Standards issued by the Institute of
Chartered Accountants of India (ICAI) and other generally
accepted accounting principles in India.
ii. Use of estimates
The preparation of financial statements in accordance
with the generally accepted accounting principles
requires management to make judgments, estimates and
assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities,
income and expenses. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revision to accounting
estimate is recognised in the period in which the estimates
are revised and in any future period afected.
iii. Goodwill
The goodwill arising on acquisition of a group of assets is
not amortised and is tested for impairment if indicators of
impairment exist.
iv. Fixed assets, intangible assets and work-in-progress
Fixed assets are stated at historical cost less accumulated
depreciation. Costs include expenditure directly attributable
to the acquisition of the asset. Borrowing costs directly
attributable to the construction or production of qualifying
assets are capitalized as part of the cost.
Intangible assets are stated at the consideration paid for
acquisition less accumulated amortization.
Advances paid towards the acquisition of fixed assets
outstanding as of each balance sheet date and the cost of
fxed assets not ready for use before such date are disclosed
under capital work-in-progress.
v. Investments
Long term investments are stated at cost less other than
temporary decline in the value of such investments, if
any. Current investments are valued at lower of cost and
fair value determined by category of investment. The fair
value is determined using quoted market price/market
observable information adjusted for cost of disposal.
vi. Inventories
Inventories are valued at lower of cost and net realizable
value, including necessary provision for obsolescence. Cost
is determined using the weighted average method. Cost of
work-in-progress and fnished goods include material cost
and appropriate share of manufacturing overheads.
vii. Provisions and contingent liabilities
Provisions are recognised when the Company has a
present obligation as a result of past event, it is probable
that an outfow of resources will be required to settle the
obligation, and a reliable estimate can be made of the
amount of obligation.
A disclosure for a contingent liability is made when there is
a possible obligation or a present obligation that may, but
probably will not, require an outfow of resources. Where
there is a possible obligation or a present obligation in
respect of which the likelihood of outfow of resources is
remote, no provision or disclosure is made.
The Company recognizes provision for onerous contracts
based on the estimate of excess of unavoidable costs of
meeting obligations under the contracts over the expected
economic benefts.
viii. Revenue recognition
Services:
The Company recognizes revenue when the signifcant
terms of the arrangement are enforceable, services have
been delivered and the collectability is reasonably assured.
The method for recognizing revenues and costs depends
on the nature of the services rendered:
A. Time and materials contracts
Revenues and costs relating to time and materials
contracts are recognized as the related services are
rendered.
B. Fixed-price contracts
Revenues from fixed-price contracts, including
systems development and integration contracts are
recognized using the percentage-of-completion
method. Percentage of completion is determined
based on project costs incurred to date as a percentage
of total estimated project costs required to complete
the project. When total cost estimates exceed
revenues in an arrangement, the estimated losses are
recognized in the statement of income in the period
in which such losses become probable based on the
current contract estimates.
Unbilled revenues included in loans and advances
represent cost and earnings in excess of billings as at
the balance sheet date. Unearned revenues included
in current liabilities represent billing in excess of
revenue recognized.
C. Maintenance contracts
Revenue from maintenance contracts is recognized
ratably over the period of the contract using the
percentage of completion method. When services are
performed through an indefnite number of repetitive
acts over a specified period of time, revenue is
recognized on a straight-line basis over the specifed
period unless some other method better represents
the stage of completion.
Products:
Revenue from sale of products is recognized when the product
has been delivered, in accordance with the sales contract.
Revenue from product sales are shown as net of excise duty,
sales tax separately charged and applicable discounts.
Other income:
Agency commission is accrued when shipment of
consignment is dispatched by the principal.
Proft on sale of investments is recorded upon transfer of
title by the Company. It is determined as the diference
between the sales price and carrying amount of the related
investment.
Interest is recognized using the time-proportion method,
based on rates implicit in the transaction.
Dividend income is recognized where the Companys right
to receive dividend is established.
ix. Leases
Leases of assets, where the Company assumes substantially
all the risks and rewards of ownership are classifed as
fnance leases. Finance leases are capitalized at the lower
of the fair value of the leased assets at inception and the
present value of minimum lease payments. Lease payments
are apportioned between the finance charge and the
outstanding liability. The fnance charge is allocated to
periods during the lease term at a constant periodic rate
of interest on the remaining balance of the liability.
Leases where the lessor retains substantially all the risks
and rewards of ownership are classifed as operating leases.
Lease rentals in respect of assets taken under operating
leases are charged to proft and loss account on a straight
line basis over the lease term.
In certain arrangements, the Company recognizes revenue
from the sale of products given under fnance leases. The
Company records gross finance receivables, unearned
income and the estimated residual value of the leased
equipment on consummation of such leases. Unearned
income represents the excess of the gross fnance lease
receivable plus the estimated residual value over the sales
price of the equipment. The Company recognises unearned
income as fnancing revenue over the lease term using the
efective interest method.
x. Foreign currency transactions
The Company is exposed to currency fuctuations on foreign
currency transactions. Foreign currency transactions are
accounted in the books of accounts at the average rate for
the month.
Transaction:
The diference between the rate at which foreign currency
transactions are accounted and the rate at which they are
realized is recognized in the proft and loss account.
Translation:
Monetary foreign currency assets and liabilities at period-end
are restated at the closing rate. The diference arising from the
restatement is recognized in the proft and loss account.
In March 2009, Ministry of Corporate affairs issued a
notifcation amending AS 11, The efects of changes in
foreign exchange rates. Before the amendment, AS 11
required the exchange gains/losses on long term foreign
currency monetary assets/liabilities to be recorded in the
proft and loss account.
The amended AS 11 provides an irrevocable option to the
Company to amortise exchange rate fuctuation on long
term foreign currency monetary asset/liability over the
life of the asset/liability or March 31, 2011, whichever is
earlier. The amendment is applicable retroactively from the
fnancial year beginning on or after December 7, 2006.
The Company did not elect to exercise this option.
xi. Financial Instruments
Financial instruments are recognised when the Company
becomes a party to the contractual provisions of the
instrument.
Derivative instruments and Hedge accounting:
The Company is exposed to foreign currency fuctuations
on foreign currency assets, liabilities, net investment in a
non-integral foreign operation and forecasted cash fows
denominated in foreign currency. The Company limits the
efects of foreign exchange rate fuctuations by following
established risk management policies including the use of
derivatives. The Company enters into derivative fnancial
instruments, where the counterparty is a bank.
The Company has adopted Accounting Standard 30,
Financial Instruments: Recognition and Measurement (AS
30) issued by ICAI except to the extent the adoption of AS
30 does not confict with existing accounting standards
prescribed by Companies (Accounting Standards) Rules,
2006 and other authoritative pronouncements.
In accordance with the recognition and measurement
principles set out in AS 30, changes in fair value of derivative
fnancial instruments designated as cash fow hedges are
recognised directly in shareholders funds and reclassifed
into the proft and loss account upon the occurrence of the
hedged transaction.
Wipro Limited 109
The fair value of derivative financial instruments is
determined based on observable market inputs including
currency spot and forward rates, yield curves, currency
volatility etc.
Non-Derivative Financial Instruments
A fnancial instrument is any contract that gives rise to
a fnancial asset of one entity and a fnancial liability or
equity instrument of another entity. Financial assets of the
Company mainly include cash and bank balances, sundry
debtors, unbilled revenues, finance lease receivables,
employee travel and other advances, other loans and
advances and derivative financial instruments with a
positive fair value. Financial liabilities of the Company
mainly comprise secured and unsecured loans, sundry
creditors, accrued expenses and derivative financial
instruments with a negative fair value. Financial assets
are derecognized when all of risks and rewards of the
ownership of the fnancial asset have been transferred. In
cases where substantial risk and rewards of ownership of
the fnancial assets are neither transferred not retained,
fnancial assets are derecognized only when the Company
has not retained control over the fnancial asset.
The Company measures the fnancial assets and liabilities,
except for derivative financial assets and liabilities at
amortized cost using the effective interest method.
The Company measures the short-term payables and
receivables with no stated rate of interest at original invoice
amount, if the efect of discounting is immaterial. Non-
interest-bearing deposits are discounted to their present
value.
xii. Depreciation and amortization
The Company has provided for depreciation using straight
line method, at the rates specifed in Schedule XIV to the
Companies Act, 1956, except in cases of the following
assets, which are depreciated based on estimated useful
life, which is higher than the rates specifed in Schedule
XIV.
Class of Asset
Estimated
useful life
Computer and Computer Software 2-7 years
Furniture and fxtures 5-6 years
Electrical installations 5 years
Ofce equipment 5 years
Vehicles 4 years
Fixed assets individually costing ` 5,000/- or less are
depreciated at 100%.
Assets under capital lease are amortised over their
estimated useful life or the lease term, whichever is lower.
Intangible assets are amortized over their estimated useful
life on a straight line basis. For various brands acquired by
the Company, estimated useful life has been determined
ranging between 20 to 25 years. The Company believes
this based on number of factors including the competitive
environment, market share, brand history, product life
cycles, operating plan, no restrictions on title and the
macroeconomic environment of the countries in which
the brands operate. Accordingly, such intangible assets are
being amortised over the determined useful life. Payments
for leasehold land are amortised over the period of lease.
xiii. Impairment of assets
Financial assets:
The Company assesses at each balance sheet date whether
there is any objective evidence that a fnancial asset or group
of fnancial assets is impaired. If any such indication exists,
the Company estimates the amount of impairment loss.
The amount of loss for short-term receivables is measured
as the diference between the assets carrying amount and
undiscounted amount of future cash fows. Reduction, if
any, is recognised in the proft and loss account. If at the
balance sheet date there is any indication that a previously
assessed impairment loss no longer exists, the recognised
impairment loss is reversed, subject to maximum of initial
carrying amount of the short-term receivable.
Other than fnancial assets:
there is any indication that a non-fnancial asset including
goodwill may be impaired. If any such indication exists, the
Company estimates the recoverable amount of the asset.
If such recoverable amount of the asset or the recoverable
amount of the cash generating unit to which the asset
belongs to is less than its carrying amount, the carrying
amount is reduced to its recoverable amount. The reduction
is treated as an impairment loss and is recognised in the
proft and loss account. If at the balance sheet date there
is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is reassessed and
the asset is refected at the recoverable amount subject
to a maximum of depreciated historical cost. In respect of
goodwill, the impairment loss will be reversed only when
it was caused by specifc external events of an exceptional
nature that is not expected to recur and their efects have
been reversed by subsequent external events.
xiv. Employee benefts
Provident fund:
Employees receive benefts from a provident fund. The
employee and employer each make monthly contributions
to the plan equal to 12% of the covered employees salary.
A portion of the contribution is made to the provident fund
trust managed by the Company, while the remainder of
the contribution is made to the Governments provident
fund.
Compensated absences:
The employees of the Company are entitled to compensated
absence. The employees can carry-forward a portion of
the unutilized accrued compensated absence and utilize
it in future periods or receive cash compensation at
retirement or termination of employment for the unutilized
accrued compensated absence. The Company records an
obligation for compensated absences in the period in
which the employee renders the services that increase
this entitlement. The Company measures the expected
cost of compensated absence as the additional amount
that the Company expects to pay as a result of the unused
entitlement that has accumulated at the balance sheet
date. Long term compensated absences is accrued based
on actuarial valuation at the balance sheet date carried out
by an independent actuary.
Gratuity:
In accordance with the Payment of Gratuity Act, 1972, the
Company provides for a lump sum payment to eligible
employees, at retirement or termination of employment
based on the last drawn salary and years of employment
with the Company. The gratuity fund is managed by the
Life Insurance Corporation of India (LIC), HDFC Standard
Life, TATA AIG and Birla Sun-life. The Companys obligation
in respect of the gratuity plan, which is a defned beneft
plan, is provided for based on actuarial valuation carried
out by an independent actuary using the projected unit
credit method. The Company recognizes actuarial gains
and losses immediately in the proft and loss account.
Superannuation:
The employees of the Company also participate in a
defned contribution plan maintained by the Company.
This plan is administered by the LIC and ICICI Prudential
Insurance Company Limited. The Company makes annual
contributions based on a specifed percentage of each
covered employees salary.
xv. Employee stock options
The Company determines the compensation cost based
on the intrinsic value method. The compensation cost
is amortised on a straight line basis over the vesting
period.
xvi. Taxes
Income tax:
The current charge for income taxes is calculated in
accordance with the relevant tax regulations.
Deferred tax:
Deferred tax assets and liabilities are recognised for the
future tax consequences attributable to timing diferences
that result between the proft ofered for income taxes and
the proft as per the fnancial statements of each entity in
the Company.
Deferred taxes are recognised in respect of timing
diferences which originate during the tax holiday period
but reverse after the tax holiday period. For this purpose,
reversal of timing diference is determined using frst in
frst out method.
Deferred tax assets and liabilities are measured using
the tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date. The efect
on deferred tax assets and liabilities of a change in tax rates
is recognised in the period that includes the enactment/
substantive enactment date.
Deferred tax assets on timing diferences are recognised
only if there is a reasonable certainty that sufcient future
taxable income will be available against which such deferred
tax assets can be realized. However, deferred tax assets on
the timing diferences when unabsorbed depreciation
and losses carried forward exist, are recognised only to
the extent that there is virtual certainty that sufcient
future taxable income will be available against which such
deferred tax assets can be realized.
Deferred tax assets are reassessed for the appropriateness
of their respective carrying amounts at each balance sheet
date.
The Company ofsets, on a year on year basis, the current
tax assets and liabilities, where it has a legally enforceable
right and where it intends to settle such assets and liabilities
on a net basis.
xvii. Earnings per share
Basic:
The number of equity shares used in computing basic
earnings per share is the weighted average number of
shares outstanding during the period excluding equity
shares held by controlled trust.
Diluted:
The number of equity shares used in computing diluted
earnings per share comprises the weighted average equity
shares considered for deriving basic earnings per share, and
also the weighted average number of equity shares that
could have been issued on the conversion of all dilutive
potential equity shares.
Dilutive potential equity shares are deemed converted
as of the beginning of the period, unless issued at a later
date. The number of equity shares and potentially dilutive
equity shares are adjusted for any stock splits and bonus
shares issued.
xviii. Cash fow statement
Cash flows are reported using the indirect method,
whereby net profts before tax is adjusted for the efects
of transactions of a non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The
cash fows from regular revenue generating, investing and
fnancing activities of the Company are segregated.
Wipro Limited 111
NOTES TO ACCOUNTS
2. Capital commitments
The estimated amount of contracts remaining to be
executed on Capital account and not provided for, net of
advances is ` 1,682 million(2010 : ` 2,648 million).
3. Contingent Liabilities
Contingent liabilities in respect of
(` in Million)
Particulars As at March 31,
2011 2010
a) Disputed demands for excise
duty, customs duty, income tax,
sales tax and other matters
1,472 1,384
b) Per formance and f i nanci al
guarantees given by banks on
behalf of the Company
9,706 13,760
c) Guarantees given by the Company
on behalf of subsidiaries
3,919 3,748
The Company is subject to legal proceedings and claims
which have arisen in the ordinary course of its business. The
resolution of these legal proceedings is not likely to have
a material and adverse efect on the fnancial statements
of the Company.
The Companys Indian operations have been established as
a Software Technology Park Unit under a plan formulated
by the Government of India. As per the plan, the Companys
India operations have export obligations to the extent of
1.5 times the employee costs for the year on an annual
basis and 5 times the amount of foreign exchange released
for capital goods imported, over a fve year period. The
consequence of not meeting this commitment in the future
would be a retroactive levy of import duties on certain
computer hardware previously imported duty free. As at
March 31, 2011, the Company has met all commitments
required under the plan.
Tax Demands:
The Company had received tax demands from the Indian
income tax authorities for the financial years ended
March 31, 2001, 2002, 2003 and 2004 aggregating to `
11,127 million (including interest of ` 1,503 million). The
tax demands were primarily on account of the Indian
income tax authoritys denial of deductions claimed by the
Company under Section 10A of the Income Tax Act 1961, in
respect of profts earned by the Companys undertakings in
Software Technology Park at Bangalore. The appeals fled
by the Company for the above years to the frst appellate
authority were allowed in favor of the Company, thus
deleting a substantial portion of the demands raised by
the Income tax authorities. On further appeal fled by the
income tax authorities, the second appellate authority
upheld the claims of the Company for the years ended
March 31, 2001, 2002, 2003 and 2004.
In December 2008, the Company received, on similar
grounds, an additional tax demand of ` 5,388 million
(including interest of ` 1,615 million) for the fnancial year
ended March 31, 2005. The appeal fled before the frst
appellate authority against the said order has been allowed
in favour of the Company thus deleting substantial demand
raised by the Income tax authorities.
In December 2009, the Company received the draft
assessment order, on similar grounds, with a demand of `
6,757 million (including interest of ` 2,050 million) for the
fnancial year ended March 31, 2006. The Company had fled
its objections against the said demand before the Dispute
Resolution Panel, which later issued directions confrming
the position of the assessing ofcer. Subsequently, the
assessing officer passed the final assessment order in
October 2010 raising a tax demand of ` 7,218 million
(including interest of ` 2,510 million). The Company has
fled an appeal against the said order before the tribunal
within the time limit permitted under the statute.
In December 2010, the Company received the draft
assessment order, on similar grounds, with a demand of
` 7,747 million (including interest of ` 2,307 million) for
the fnancial year ended March 31, 2007. The Company
has fled an objection against the said demand before the
Dispute Resolution Panel, within the time limit permitted
under the statute.
Considering the facts and nature of disallowance and the
order of the appellate authority upholding the claims of the
Company for earlier years, the Company believes that the
fnal outcome of the above disputes should be in favour of
the Company and there should not be any material impact
on the standalone fnancial statements.
a material and adverse efect on the results of operations
or the fnancial position of the Company.
4. Share Capital
The following are the details for 2,454,409,145 (2010:
1,468,211,189) equity shares as of March 31, 2011.
No. of shares Description
2,379,120,783 Equity shares / American Depository Receipts
(ADRs) (2010:1,399,355,659) have been
allotted as fully paid bonus shares / ADRs by
capitalization of Securities premium account
and Capital redemption reserve
1,325,525 Equity shares (2010: 1,325,525) have been
allotted as fully paid-up, pursuant to scheme
of amalgamation, without payment being
received in cash.
968,803 Equity shares ( 2010: 968,803) allotted to the
Wipro Inc Beneft Trust, the sole benefciary of
which is Wipro Inc, wholly owned subsidiary
of the Company, without payment being
received in cash, in consideration of acquisition
of inter-company investments.
3,162,500 Equity shares (2010: 3,162,500) representing
American Depository Receipts issued during
2000-2001 pursuant to American Depository
ofering by the Company
69,831,534 Equity shares (2010: 63,398,702) issued
pursuant to Employee Stock Option Plan
5. Note on Reserves:
i) Restricted stock units reserve includes Deferred Employee
Compensation, which represents future charge to the proft
and loss account and employee stock options outstanding
to be treated as securities premium at the time of allotment
of shares.
ii) Additions to General Reserve include:
(` in Million)
Particulars For the year ended
March 31,
2011 2010
Transfer from Proft and Loss Account 4,844 38,888
Additional dividend 19 (3)
Adjustment on account of merger (74) (199)
Others (46) (1)
4,743 38,685
6. Adoption of AS 30
The Company has adopted Accounting Standard 30, issued
by ICAI except to the extent the adoption of AS 30 does not
confict with existing accounting standards prescribed by
Companies (Accounting Standards) Rules, 2006 and other
authoritative pronouncements.
The Company has designated USD 262 million (2010: USD
262 million) and Euro 40 million (2010: Euro 40 million)
of forward contracts as hedges of its net investments in
non integral foreign operations. The Company has also
designated a yen-denominated foreign currency borrowing
amounting to JPY 16.5 billion (2010: JPY 18 billion), along
with a foating for foating Cross-Currency Interest Rate
Swap (CCIRS), as a hedging instrument to hedge its net
investment in a non-integral foreign operation. Further,
the Company has also designated yen-denominated
foreign currency borrowing amounting to JPY 8 billion
(2010: JPY 8 billion) along with foating for fxed CCIRS as
cash fow hedge of the yen- denominated borrowing and
also as a hedge of net investment in a non-integral foreign
operation. As equity investments in non integral foreign
subsidiaries/operations are stated at historical cost, in
these standalone fnancial statements, the changes in fair
value of forward contracts, the yen- denominated foreign
currency borrowing and the related CCIRS amounting to
gain/ (loss) of ` 326 million for the year ended March 31,
2011 has been recorded in the proft and loss account as
part of other income (2010: ` 4,378 million).
7. Derivatives
As of March 31, 2011 the Company has recognised losses of
` 1,675 million (2010: ` 5,099 million) relating to derivative
financial instruments (comprising of foreign currency
forward contract and option contracts) that are designated
as efective cash fow hedges in the shareholders fund.
The following table presents the aggregate contracted
principal amounts of the Companys derivative contracts
outstanding as at:
(` In Million)
2011 2010
Designated derivative instruments
Sell $901 $1,518
21 31
3,026 4,578
AUD 4 AUD 7
2 -
CHF 6 -
Buy - -
Non designated derivative
instruments
Cross currency swaps 31,511 33,014
Sell $788 $307
AUD 13 -
40 38
88 69
Buy $617 $492
8. Merger and Acquisitions
Pursuant to the scheme of amalgamation approved by
the Honourable High Courts of Karnataka and Bombay,
Wipro Yardley Consumer Care Private Limited has been
merged with the Company with retrospective efect from
April 1, 2010, the Appointed Date. The amalgamation
has been accounted as amalgamation in the nature of
merger in accordance with the terms of the Order. The
excess of purchase consideration over the net assets of the
undertaking amounting to ` 0.08 million has been adjusted
against capital reserve of the Company. The merger order
was received subsequent to March 31, 2011 but prior to
the issuance of the fnancial statements, therefore the
fnancial results of the above undertaking for the period
April 1, 2010 to March 31, 2011 have been included in the
year ended March 31, 2011 of the Company.
Wipro Limited 113
9. Sale of fnancial assets
From time to time, in the normal course of business, the
Company transfers accounts receivables, net investment in
fnance lease receivables and employee advances (fnancials
assets) to banks. Under the terms of the arrangements,
the Company surrenders control over the fnancial assets
and are without recourse. Accordingly, such transfers are
recorded as sale of fnancial assets. Gains and losses on
sale of fnancial assets without recourse are recorded at
the time of sale based on the carrying value of the fnancial
assets and fair value of servicing liability. In certain cases,
transfer of fnancial assets may be with recourse. Under
arrangements with recourse, the Company is obligated to
repurchase the uncollected fnancial assets, subject to limits
specifed in the agreement with the banks. Accordingly, in
such cases the amount received are recorded as borrowings
in the balance sheet and cash fows from fnancing activities.
Additionally, the Company retains servicing responsibility
for the transferred fnancial assets.
During the year ended March 31, 2011, the Company
transferred fnancial assets of ` 1,369 million (2010: ` 1, 666
million), under such arrangements. Proceeds from transfer
of receivables on non recourse basis are included in the net
cash provided by operating activities in the statements
of cash fows. Proceeds from transfer of receivables on
recourse basis are included in the net cash provided by
fnancing activities. This transfer resulted in a net gain /
(loss) of ` (7) million for the year ended March 31, 2011
(2010: ` (21) million). As at March 31, 2011, the maximum
amounts of recourse obligation in respect of the transferred
fnancial assets are Nil (March 31, 2010: Nil).
10. Finance lease receivables
The Company provides lease fnancing for the traded and
manufactured products primarily through fnance leases.
The finance lease portfolio contains only the normal
collection risk with no important uncertainties with
respect to future costs. These receivables are generally
due in monthly, quarterly or semi-annual installments over
periods ranging from 3 to 5 years.
The components of fnance lease receivables are as follows:
(` in Million)
Particulars As of March 31,
2011 2010
Gross investment in lease for the
period
8,851 5,616
Not later than one year 2,523 774
Later than one year and not later
than fve years
6,128 4,652
Unguaranteed residual values 200 190
Unearned fnance income (1,601) (1,174)
Net investment in fnance receivables 7,250 4,442
Present value of minimum lease receivables are as follows:
(` in Million)
2011 2010
Present value of minimum lease
payments receivables
7,250 4,442
than fve years
4,723 3,675
Unguaranteed residual value 177 159
11. Assets taken on lease
Finance leases:
The following is a schedule of present value of future
minimum lease payments under capital leases, together
with the value of the minimum lease payments as of March
31, 2011
(` in Million)
2011 2010
payments
Not later than one year 67 -
than fve years
96 -
Thereafter - -
Total present value of minimum lease
payments
163 -
Add: Amount representing interest 25 -
Total value of minimum lease
payments
188 -
Operating leases:
The Company leases ofce and residential facilities under
cancelable and non-cancelable operating lease agreements
that are renewable on a periodic basis at the option of both
the lessor and the lessee. Rental payments under such
leases are ` 1,848 million and ` 1,783 million during the
years ended March 31, 2011 and 2010, respectively.
Details of contractual payments under non-cancelable
leases are given below:
(` in Million)
2011 2010
Not later than one year 717 666
Later than one year and not later than
fve years
2,237 1,770
Thereafter 1,464 520
Total 4,418 2,956
12. Employee beneft plans
Gratuity: In accordance with applicable Indian laws, the
Company provides for gratuity, a defned beneft retirement
plan (Gratuity Plan) covering certain categories of employees.
The Gratuity Plan provides a lump sum payment to vested
employees, at retirement or termination of employment,
an amount based on the respective employees last drawn
salary and the years of employment with the Company.
The Company provides the gratuity beneft through annual
contributions to a fund managed by the Life Insurance
Corporation of India (LIC), HDFC Standard Life, Tata AIG
and Birla Sun Life (Insurer). Under this plan, the settlement
obligation remains with the Company, although the Insurer
administers the plan and determines the contribution
premium required to be paid by the Company.
(` in Million)
Change in the beneft obligation As of March 31,
2011 2010
Projected beneft obligation (PBO) at
the beginning of the year
2,023 1,820
Service cost 628 313
Interest cost 158 132
Benefts paid (229) (212)
Actuarial loss/(gain) (132) (30)
PBO at the end of the year 2,448 2,023
(` in Million)
Change in plan assets As of March 31,
2011 2010
Fair value of plan assets at the
beginning of the year
1,932 1,394
Expected return on plan assets 160 121
Employer contributions 463 611
Actuarial gain/(loss) 13 18
Fair value of plan assets at the end of
the year
2,339 1,932
Present value of unfunded obligation (109) (91)
Recognised liability (109) (91)
The Company has invested the plan assets with the insurer
managed funds. The expected rate of return on plan asset
is based on expectation of the average long term rate of
return expected on investments of the fund during the
estimated term of the obligation. Expected contribution
to the fund during the year ending March 31, 2012 is ` 379
million.
Net gratuity cost for the year ended March 31, 2011 and
2010 are as follows:
(` in Million)
March 31,
2011 2010
Expected return on plan assets (160) (121)
Net gratuity cost 481 276
The weighted average actuarial assumptions used to
determine beneft obligations and net periodic gratuity
cost are:
Assumptions As of March 31,
2011 2010
Discount rate 7.95% 7.15%
Rate of increase in compensation
levels
5% 5%
Rate of return on plan assets 8% 8%
As at March 31, 2011 and 2010, 100% of the plan assets
were invested in the insurer managed funds.
(` in Million)
2011 2010 2009
Experience adjustments:
On Plan liabilities (55) 84 (59)
On Plan assets 15 18 26
Present value of benefit
obligation 2,448 2,023 1,802
Fair value of plan assets 2,339 1,932 1,380
Excess of (obligations over
plan assets)/
plan assets over
obligations
(109) (91) (422)
The Company assesses these assumptions with its
projected long-term plans of growth and prevalent
industry standards. The estimates of future salary increase,
considered in actuarial valuation, take account of infation,
seniority, promotion and other relevant factors such as
supply and demand factors in the employment market.
Superannuation: Apart from being covered under
the gratuity plan, the employees of the Company also
participate in a defined contribution plan maintained
by the Company. This plan is administered by the Life
Insurance Corporation of India and ICICI Prudential
covered employees salary.
Wipro Limited 115
For the year ended March 31, 2011, the Company
contributed ` 168 million (2010: ` 246 million) to
superannuation fund.
Provident fund (PF): In addition to the above, all employees
receive benefts from a provident fund. The employee
and employer each make monthly contributions to the
plan equal to 12% of the covered employees salary. A
portion of the contribution is made to the provident fund
trust established by the Company, while the remainder of
fund.
The interest rate payable by the trust to the benefciaries is
regulated by the statutory authorities. The Company has an
obligation to make good the shortfall, if any, between the
returns from its investments and the administered rate.
The Guidance on implementing AS 15, Employee Benefts
issued by the Accounting Standards Board (ASB) provides
that exempt provident funds which require employers to
meet the interest shortfall are in efect defned beneft plans.
The Company believes that it is not practicable to reliably
determine the interest shortfall obligation. Accordingly, the
computation of liability and disclosure in accordance with
the provisions of AS 15 cannot be implemented.
contributed ` 1,824 million (2010: ` 1,422 million) to PF.
13. Employee stock option
i) Employees covered under Stock Option Plans and Restricted
Stock Unit (RSU) Option Plans are granted an option to
purchase shares of the Company at the respective exercise
prices, subject to requirements of vesting conditions. These
options generally vest over a period of fve years from the
date of grant. Upon vesting, the employees can acquire one
equity share for every option. The maximum contractual
term for these stock option plans is generally 10 years.
ii) The stock compensation cost is computed under the intrinsic
value method and amortised on a straight line basis over the
total vesting period of fve years. For the year ended March
31, 2011, the Company has recorded stock compensation
expense of ` 1,310 million, (2010: ` 1,224 million).
iii) The compensation committee of the board evaluates the
performance and other criteria of employees and approves
the grant of options. These options vest with employees
over a specifed period subject to fulfllment of certain
conditions. Upon vesting, employees are eligible to apply
and secure allotment of Companys shares at a price
determined on the date of grant of options. The particulars
of options granted under various plans are tabulated below.
(The numbers of shares in the table below are adjusted for
any stock splits and bonus shares issues).
Activity under stock option plans
Particulars Year Ended
March 31, 2011
Year Ended
March 31, 2010
Shares Wt.
average
exercise
price
Shares Wt.
average
exercise
price
Outstanding at the
begi nni ng of the
year
201,606* 293.4 122,746 484
Granted - - - -
Exercised 80,000 293.4 - -
Forfeited and lapsed 121,606 293.4 1,140 254
Outstanding at the
end of the year
- - 121,606 485
Exercisable at the
end of the year
- - 1,606 212
Activity under Restricted Stock Option plans
Particulars Year Ended March
31, 2011
Year Ended March
31, 2010
Shares Wt.
average
exercise
price
Shares Wt.
average
exercise
price
Outstanding at
the beginning
of the year
20,046,267* 2 16,270,226 2
Granted 6,664,930 2 142,100 2
Exercised 6,352,832 2 3,230,443 2
Forfeited and
lapsed
1,751,712 2 1,154,123 2
Outstanding at
the end of the
year
18,606,653 2 12,027,760 2
Exercisable at
the end of the
year
8,681,374 2 5,365,080 2
The following table provides details in respect of range of
exercise price and weighted average remaining contractual life
(in months) for the options outstanding as at March 31, 2011.
Range of
exercise
price
Year Ended
March 31, 2011
Year Ended
March 31, 2010
Shares Wt.
average
remaining
life
Shares Wt.
average
remaining
life
` 2 18,606,653 36.89 12,027,760 37.98
` 489 - - 120,000 49
$ 3.46 5.01 - - 1,606 1
*Includes units on account of bonus issue.
The movement in Restricted stock unit reserve is
summarized below:
(` in Million)
March 31,
2011 2010
Opening balance 1,723 2,313
Less: Amount transferred to share
premium
2,872 1,909
Add: Amortisation** 1,433 1,319
Closing balance 284 1,723
**Includes amortization expense relating to options granted to
employees of the Companys subsidiaries, amounting to ` 112
million (2010: ` 95 million). This expense has been debited to
respective subsidiaries
14. Provisions
Provision for warranty represents cost associated with
providing sales support services which are accrued at
the time of recognition of revenues and are expected to
be utilized over a period of 1 to 2 year. Other provisions
primarily include provisions for tax related contingencies
and litigations. The timing of cash outfows in respect of
such provision cannot be reasonably determined. The
activity in the provision balance is summarized below:
(` in Million)
Particulars For the year
ended March 31,
2011
For the year ended
March 31, 2010
Provision
for
Warranty
Others Provision
for
Warranty
Others
Provision at the
beginning of the
year
532 1,763 685 1,387
Additions during
the year, net
482 149 469 394
Utilised during the
year
(562) (54) (622) (18)
Provision at the end
of the year
452 1,858 532 1,763
15. Earnings per share
The computation of equity shares used in calculating basic
and diluted earnings per share is set out below:
March 31,
2011 2010
Weighted average equity
shares outstanding
2,451,354,673 2,443,920,928
Share held by a controlled trust (14,914,040) (14,884,272)
March 31,
2011 2010
Weighted average equity shares
for computing basic EPS
2,436,440,633 2,429,036,656
Dilutive impact of employee
stock options
12,856,846 16,413,685
for computing diluted EPS
2,449,297,479 2,445,450,341
Net income considered for
computing diluted EPS (` in
Million)
48,437 48,980
Earnings per share and number of share outstanding for
the year ended March 31, 2010 has been adjusted for the
two equity shares for every three equity shares bonus issue
approved by the shareholders on June 4, 2010.
16. Managerial remuneration
Computation of net proft in accordance with section 198
read with section 349 of the Companies Act, 1956 for the
purpose of managerial remuneration is given below:
(` in Million)
ended March 31,
2011 2010
Proft before taxation 57,055 56,888
Add: Depreciation as per accounts 6,001 5,797
Managerial Remuneration * 270 163
Provision for doubtful debts/advances 344 453
Less: Depreciation as per Section 350 of
the Companies Act, 1956
6,001 5,797
Bad debts written of - 97
Proft on sale of investment/ fxed assets 302 330
Net proft under Section 198 of the
Companies Act, 1956
57,367 57,077
Commission payable to:
Azim Premji, Chairman 0.88 65
Managerial remuneration comprises of :
Salaries and allowances 203 61
Commission to chairman 1 65
Pension contribution 3 6
Contribution to provident fund 2 2
Perquisites 61 29
Total 270 163
Maximum allowable to wholetime/
managing directors (10%)
5,737 5,708
Commission payable to non whole time
directors
25 19
Maximum allowed as per Companies
Act, 1956
574 571
* The managerial remuneration includes remuneration payable
to Mr Girish S Paranjpe, Mr Suresh Vaswani, Mr Suresh C Senapaty
who were appointed as directors with efect from April 18, 2008
and Mr. T.K. Kurien who was appointed as director with efect
Wipro Limited 117
from February 01, 2011. The above remuneration of Mr Girish S
Paranjpe and Mr Suresh Vaswani for the current year was for the
period April 01, 2010 to January 31, 2011.
Managerial remuneration does not include provision for
compensated absences and gratuity, as the same are
actuarially determined for the Company as a whole and
separate fgures are not available.
The managerial remuneration is based on the terms
approved by the shareholders in the Annual General
meeting held on July 22, 2010. The commission to Chairman
is 0.3% of the incremental net profts over the previous year
further adjusted as per the method approved by the Board
of Governance and Compensation Committee.
17. The Management has identifed enterprises which have
provided goods and services to the Company and which
qualify under the defnition of micro and small enterprises,
as defned under Micro, Small and Medium Enterprises
Development Act, 2006. Accordingly, the disclosure in
respect of the amounts payable to such enterprises as
at March 31, 2011 has been made in the annual fnancial
statements based on information received and available
with the Company. The Company has not received any
claim for interest from any supplier under the said Act.
(` in Million)
ended March 31,
2011 2010
The principal amount remaining unpaid
to any supplier as at the end of each
accounting year;
- 3
The interest due remaining unpaid to any
supplier as at the end of each accounting
year;
1 2
The amount of interest paid by the
Company along with the amounts of the
payment made to the supplier beyond the
appointed day during the year;
- Interest 2 -
- Principal 88 111
The amount of interest due and payable
for the period of delay in making payment
(which have been paid but beyond the
appointed day during the year) but without
adding the interest specifed under this
Act;
- -
The amount of interest accrued and
remaining unpaid at the end of the year
1 2
The amount of further interest remaining
due and payable even in the succeeding
years, until such date when the interest
dues as above are actually paid to the
small enterprise.
- -
18. The list of balances with other banks in current account is
given below.
(` in Million)
Name of the Bank Balances as at
March 31,
2011 2010
Wells Fargo 16,439 13,603
HSBC 2,010 784
Bank of America 319 197
Bank of Montreal 76 96
Saudi British Bank 63 64
Standard Chartered Bank 310 89
RABO Bank 100 222
Dresdner Bank 7 3
Citi Bank 1 136
Standard Bank 29 12
Bahrain Saudi Bank 36 21
Caja Madrid Bank - 4
Merill Lynch 5 9
US Bank 7 7
UniCredit Banca 2 4
Mitsubishi, Tokyo 44 -
Shinhan Bank 9 -
Total 19,457 15,251
Maximum balances during the year are given below.
(` in Million)
Name of the Bank Maximum balance
during the year
ending March 31,
2011 2010
Wells Fargo 16,439 13,648
HSBC 3,466 2,486
Standard Chartered Bank 1,097 120
Bank of America 406 487
Bank of Montreal 99 153
US Bank 25 44
Saudi British Bank 69 69
RABO Bank 451 510
UniCredit Banca 3 8
Bahrain Saudi Bank 38 27
Citi Bank 151 176
Merill Lynch 77 31
Dresdner Bank 30 33
Caja Madrid Bank 41 26
Standard Bank 29 12
Mitsubishi, Tokyo 44 -
Shinhan Bank 19 -
19. Borrowings
The Company entered into an arrangement with a consortium of banks to obtain External Commercial Borrowings (ECB)
during the year ended March 31, 2008. Pursuant to this arrangement, the Company has availed ECB of approximately 35 billion
Yen repayable in full in March 2013. The ECB is an unsecured borrowing and the Company is subject to certain customary
restrictions on additional borrowings and quantum of payments for acquisitions in a fnancial year.
20. Investment in subsidiaries and other investments
The details of investment in subsidiaries and other investments are given below.
Preference Shares (Fully paid up)
(` in Million)
Name of the subsidiary No. of shares Currency Face value As at March 31,
2011 2010 2011 2010
9% cumulative redeemable preference shares
held in Wipro Trademarks Holding Limited
1,800 1,800 ` 10 - -
Wipro Yardley Consumer Care Private
Limited
- 5,720,764 ` 10 - 57
- 57
Equity shares (Fully paid up)
(` in Million)
Name of the subsidiary No. of shares Currency Face value As at March 31,
2011 2010 2011 2010
Wipro Consumer Care Limited 50,000 50,000 ` 10 1 1
Wipro Chandrika Limited 900,000 900,000 ` 10 7 7
Wipro Trademarks Holding Limited 94,000 93,250 ` 10 22 22
Wipro Travel Services Limited 66,171 66,171 ` 10 1 1
Wipro Technology Services Limited. 39,284,680 39,284,680 ` 10 6,205 6,205
Wipro Holdings (Mauritius) Limited 44,448,318 30,448,318 USD 1 2,023 1,391
Wipro Australia Pty Limited 25,000 25,000 AUD 1 1 1
Wipro Inc 156,378 150,378 USD 2,500 16,802 16,101
Wipro Japan KK 650 650 JPY 50,000 10 10
Wipro Shanghai Limited not applicable 9 9
Wipro Cyprus Private Limited 148,910 148,319 Euro 1 33,355 33,215
3D Networks Pte Limited 28,126,108 28,126,108 Sing $ 1 1,271 1,271
Planet PSG Pte Limited 1,472,279 1,472,279 Sing $ 1 94 94
Cmango Pte Limited 2 2 USD 1 16 16
WMNETSERV Limited 24,000 24,000 USD 1 83 83
Wipro Chengdu Limited not applicable 24 24
Wipro Airport IT Services Limited 3,700,000 3,700,000 ` 10 37 37
Lornamead Personal Care Private Limited - 7,706,090 ` 10 - 77
Wipro Infrastructure Engineering Machinery
(Changzhou) Company Limited
not applicable
USD 1 104 -
60,065 58,565
Wipro Limited 119
Investment in associates (Fully paid up)
(` in Million)
Particulars No. of shares Currency Face value As at March 31,
2011 2010 2011 2010
Wipro GE Healthcare Private Limited 5,150,597 5,150,597 ` 10 227 227
Other Investments unquoted (Fully paid up)
(` in Million)
Particulars No. of shares/units Currency Face value As at March 31,
2011 2010 2011 2010
Debentures in Citicorp Finance (I ndia)
Limited
2,500 2,500 ` 100,000 241 241
Debentures in Morgan Stanley 500 500 ` 1,000,000 481 481
Others 69 86
791 808
21. The details of Quoted- Current investments in money market mutual funds are given below.
A) Closing position
(` in Million)
Fund House Number of Units as at March 31, Balances as at March 31,
2011 2010 2011 2010
Birla Sunlife Mutual Fund 281,936,542 150,477,088 3,709 1,524
DWS Mutual Fund - 56,560,196 - 567
DSP BlackRock Mutual Fund 50,003,369 - 500 -
Kotak Mahindra Mutual Fund 100,461,481 94,007,724 1,335 943
LIC Mutual Fund - 812,696,841 - 11,196
ICICI Prudential AMC Mutual Fund 239,954,367 1,497,039 6,025 158
Reliance Mutual Fund - 74,066,833 - 793
IDFC Mutual Fund 163,254,234 283,951,663 2,752 2,841
Tata Mutual Fund 184,569,350 - 2,703 -
Franklin Templeton Mutual Fund 238,800,422 517,125 3,676 521
UTI AMC Mutual Fund 28,632,720 4,085 1,065 5
JP Morgan AMC 15,000,000 - 150 -
Religare Aegon AMC Mutual Fund 30,009,000 - 300 -
SBI Mutual Fund 129,999,183 - 1,662 -
Total 1,462,620,668 1,473,778,594 23,877 18,548
B) Fund-wise details of units purchased and sold during the year
Fund House Purchased/Dividend reinvested Redeemed
2011 2010 2011 2010
Fortis Mutual Fund (ABN) 100,166,649 300,366,144 100,166,649 300,366,144
AIG Mutual Fund - - - 100,000
Birla Sunlife Mutual Fund 6,583,566,938 2,125,282,052 6,452,107,484 2,111,510,336
DBS Cholamandalam Mutual Fund 59,274,863 - 59,274,863 10,000,000
DWS Mutual Fund 118,380,459 334,293,147 174,940,655 297,732,952
DSP BlackRock Mutual Fund 376,025,881 - 326,022,512 20,000,000
Fidelity Mutual Fund - - - 15,000,000
HDFC Mutual Fund 1,203,502,639 2,834,429,983 1,203,502,639 3,037,534,008
HSBC Mutual Fund - - - 30,000,000
ING Mutual Fund - - - 17,000,000
J M Mutual Fund - 88 - 18,388
JP Morgan AMC 1,081,473,692 80,668,938 1,066,473,692 80,668,938
Kotak Mahindra Mutual Fund 2,660,511,259 1,609,283,936 2,654,057,502 1,557,149,765
LIC Mutual Fund 2,747,588,963 4,366,563,455 3,560,285,804 3,566,048,218
L & T 15,000,000 - 15,000,000 -
Religare Aegon AMC Mutual Fund 714,737,107 149,062,198 684,728,107 149,062,198
Principal PNB - - - 15,000,985
ICICI Prudential AMC 2,707,593,387 5,954,564,798 2,469,136,059 6,318,886,480
Reliance Mutual Fund 2,606,256,659 2,981,569,371 2,680,323,492 3,027,639,358
SBI Mutual Fund 3,269,611,278 - 3,139,612,095 -
IDFC Mutual Fund 3,557,380,350 1,078,183,112 3,678,077,779 832,027,904
Sundaram BNP Paribas Mutual Fund - - - 5,005,952
Tata Mutual Fund 1,014,769,044 125,058,296 830,199,694 145,058,296
Franklin Templeton Mutual Fund 1,757,810,399 1,318,500,362 1,519,527,102 1,411,200,792
UTI AMC Mutual Fund 345,146,562 28,275,807 316,517,927 126,097,261
Total 30,918,796,129 23,286,101,687 30,929,954,055 23,073,107,975
22. Related party relationships and transactions
List of subsidiaries as of March 31, 2011 are provided in the table below.
Direct Subsidiaries Step Subsidiaries Country of
Incorporation
Wipro Inc. U.S.
Wipro Gallagher Solutions Inc U.S.
Enthink Inc. U.S.
Infocrossing Inc. U.S.
cMango Pte Limited Singapore
Wipro Japan KK Japan
Wipro Shanghai Limited China
Wipro Trademarks Holding Limited India
Cygnus Negri Investments
Private Limited
India
Wipro Travel Services Limited India
Wipro Consumer Care Limited India
Wipro Holdings (Mauritius) Limited Mauritius
Wipro Holdings UK Limited U.K.
Wipro Technologies UK Limited U.K.
Wipro Holding Austria GmbH
(A)
Austria
3D Networks (UK) Limited U.K.
Wipro Limited 121
Incorporation
Wipro Cyprus Private Limited Cyprus
Wipro Technologies S.A DE C. V Mexico
Wipro BPO Philippines LTD. Inc Philippines
Wipro Holdings Hungary
Korltolt Felelssg Trsasg
Hungary
Wipro Technologies Argentina SA Argentina
Wipro Information Technology
Egypt SAE
Egypt
Wipro Arabia Limited* Saudi Arabia
Wipro Poland Sp Zoo Poland
Wipro Outsourcing Services UK
Limited
U.K.
Wipro Technologies (South
Africa) Proprietary Limited
South Africa
Netherlands BV
(formerly RetailBox BV)
Netherland
Wipro Portugal S.A.
(A)
(Formerly
Enabler Informatica SA)
Portugal
Wipro Technologies Limited,
Russia
Russia
Wipro Technologies Oy Finland
Wipro Infrastructure
Engineering AB
Sweden
Wipro Infrastructure Engineering
Oy
Finland
Hydrauto Celka San ve Tic Turkey
Wipro Technologies SRL Romania
Wipro Singapore Pte Limited Singapore
PT WT Indonesia Indonesia
Wipro Unza Holdings Limited
(A)
Singapore
Wipro Technocentre (Singapore)
Pte Limited
Singapore
Wipro (Thailand) Co Limited Thailand
Wipro Bahrain Limited WLL Bahrain
Wipro Yardley FZE Dubai
Wipro Australia Pty Limited Australia
Wipro Networks Pte Limited (formerly 3D
Networks Pte Limited)
Singapore
Planet PSG Pte Limited Singapore
Planet PSG SDN BHD Malaysia
Wipro Chengdu Limited China
Wipro Chandrika Limited* India
WMNETSERV Limited Cyprus
WMNETSERV (U.K.) Limited. U.K.
WMNETSERV INC U.S.
Wipro Technology Services Limited India
Wipro Airport IT Services Limited* India
Machinery (Changzhou) Co., Ltd.
China
*All the above direct subsidiaries are 100% held by the Company except that the Company hold 66.67% of the equity securities of
Wipro Arabia Limited, 90% of the equity securities of Wipro Chandrika Limited and 74% of the equity securities of Wipro Airport
IT Services Limited.
(A) Step Subsidiary details of Wipro Unza Holdings Limited, Wipro Holding Austria GmbH and Wipro Portugal S.A, are as follows :
Step Subsidiaries Step Subsidiaries Country of
Incorporation
Wipro Unza Singapore Pte Limited Singapore
Wipro Unza Indochina Pte Limited Singapore
Wi pr o Unza Vi et nam Co. ,
Limited
Vietnam
Wipro Unza Cathay Limited Hong Kong
Wipro Unza (China) Limited Hong Kong
Wi pr o Unza ( Guangdong)
Consumer Products Limited.
China
PT Unza Vitalis Indonesia
Wipro Unza (Thailand) Limited Thailand
Unza Overseas Limited British virgin
islands
Unzafrica Limited Nigeria
Wipro Unza Middle East Limited British virgin
islands
Unza International Limited British virgin
islands
Unza Nusantara Sdn Bhd Malaysia
Unza Holdings Sdn Bhd Malaysia
Unza (Malaysia) Sdn Bhd Malaysia
UAA (M) Sdn Bhd Malaysia
Manufacturing Services Sdn
Bhd
Malaysia
Shubido Pacifc Sdn Bhd(a) Malaysia
Gervas Corporation Sdn Bhd Malaysia
Gervas (B) Sdn Bhd Malaysia
Formapac Sdn Bhd Malaysia
Wipro Holding Austria GmbH Austria
New Logic Technologies GmbH Austria
New Logic Technologies SARL France
Wipro Portugal S.A.
SAS Wipro France
(formerly Enabler France SAS)
France
Wipro Retail UK Limited
(formerly Enabler UK Limited)
U.K.
Wipro do Brasil Technologia Ltda
(formerly Enabler Brazil Ltda)
Brazil
Wi pro Technol ogi es Gmbh
(formerly Enabler & Retail Consult
GmbH)
Germany
a) All the above subsidiaries are 100% held by the Company except Shubido Pacifc Sdn Bhd in which the Company holds 62.55%
of the equity securities
Name of other related parties Nature % of holding Country of
Incorporation
Wipro Equity Reward Trust Trust Fully controlled trust India
Wipro Inc Trust Trust Fully controlled trust USA
Wipro GE Healthcare Private Limited Associate 49% India
Azim Premji Foundation Entity controlled by Director
Hasham Premji (partnership frm) Entity controlled by Director
Prazim Traders (partnership frm) Entity controlled by Director
Zash Traders (partnership frm) Entity controlled by Director
Regal Investment & Trading Company Private Limited Entity controlled by Director
Wipro Limited 123
Vidya Investment & Trading Company Private Limited Entity controlled by Director
Napean Trading & Investment Company Private Limited Entity controlled by Director
Key management personnel
Azim Premji Chairman and Managing Director
Suresh C Senapaty Chief Financial Ofcer & Director
Suresh Vaswani Jt CEO, IT Business & Director
1
Girish S Paranjpe Jt CEO, IT Business & Director
1
T K Kurien CEO, IT Business & Director
2
Relative of key management personnel
Rishad Premji
1
Upto January 31, 2011
2
w.e.f February 1, 2011
The Company has the following related party transactions:
(` in Million)
Transaction / Balances Subsidiaries/ Trusts Associates Entities controlled
by Directors
Key Management
Personnel@
2011 2010 2011 2010 2011 2010 2011 2010
Sales of services 6,481 4,967 5 7 - - - -
Sale of goods - - 13 - - 1 - -
Purchase of services 5,563 3,541 - - - - - -
Purchase of goods 64 35 - - - - - -
Dividend received 5 5 - - - - - -
Dividend payable 60# 33# - - 7,401 6,661 383 344
Interest income 30 27 - - - - - -
Others 97 94 - 33 - - - -
Balances as on March 31,
Receivables 11,715* 9,948 7 1 - - - -
Payables 1,965 1,714 - - 7,401 6,663 391 388
# Represents dividend payable to Wipro Inc Trust and Wipro Equity Reward Trust.
@ Including relative of key management personnel.
Remuneration to key management personnel and relative of key management personnel is summarized below:
(` in Million)
Name For the year ended March, 31
2011 2010
Azim Premji 28 81
Suresh Senapaty 43 31
Girish Paranjpe 89 20
Suresh Vaswani 102 31
T K Kurien 8 -
Rishad Premji 5 4
* Includes the following balances being in the nature of loans given to subsidiaries of the Company including interest accrued,
where applicable and intercorporate deposits with subsidiary
(` in Million)
Name of the entity Balance as at
March 31,
Maximum amount due
during the year
2011 2010 2011 2010
Wipro Cyprus Private Limited 1,577 1,569 1,577 1,569
Wipro Chandrika Limited 273 273 273 273
Wipro Singapore Pte Limited - 22 22 22
Wipro Holdings (Mauritius) Limited - 3 3 3
Wipro Consumer Care Limited 1 2 2 2
Wipro Inc 2,007 - 2,007 -
The following are the signifcant transactions during the year ended March 31, 2011 and 2010:
(` in Million)
Name of the entity Sale of services Purchase of services Purchase of goods
2011 2010 2011 2010 2011 2010
Wipro Inc 4,144 3,519 383 254 - -
Infocrossing Inc 491 6 839 237 - -
Wipro Japan KK - - 373 186 - -
Wipro Shanghai Limited 65 108 204 112 - -
Unza Holdings Limited - - - - 61 35
Wipro Portugal S. A. 498 536 783 1,369 - -
New Logic Technologies GmbH 286 97 40 77 - -
Wipro Technologies S.A DE C.V 71 68 107 37 - -
Wipro Information Technology, Netherlands BV 175 136 - - - -
Wipro Technologies Limited, Russia 32 23 - - - -
Wipro Technologies OY 51 65 635 297 - -
Wipro Gallagher Solutions Inc 116 60 20 15 - -
Wipro Holdings UK Limited 226 222 - - - -
Wipro Poland Sp Zoo - - 193 - - -
Wipro Technologies SRL-BPO - - 937 150 - -
Wipro Infrastructure Engineering Machinery
(Changzhou) Company Limited - - 228 - - -
Wipro Retail UK Limited - - 710 - - -
SAS Wipro France - - 16 - - -
Wipro do Brasil Technologia Ltda - - 7 - - -
Wipro (Australia)Pty Ltd 52 11 - - - -
Wipro Airport IT Services-Products division 194 - - - - -
23. Debts due from companies under the same management
(` in Million)
Companies As of March 31,
2011 2010
Wipro Inc 2,249 3,801
Inforcorssing Inc 1,309 1,174
Wipro Arabia Limited 1,040 824
Wipro Technology services Limited 449 280
Wipro Holding Austria Gmbh 338 102
Wipro Technologies S.A DE C.V 334 226
Wipro Japan KK 311 243
Wipro Shanghai Limited 301 199
Wipro Holdings UK Limited 283 160
Wipro Infrastructure Engineering AB 197 135
Wipro Technologies Limited Russia 175 117
Wipro Unza Holdings Limited 120 75
Wipro Chandrika Limited 110 93
Wipro Technologies Gmbh 108 139
Wipro (Thailand) Co Limited 102 75
Wipro Australia Pty Limited 89 25
Wipro Gallagher Solutions Inc 53 31
Wipro Information Technology Netherlands BV 51 108
Wipro Limited 125
Companies As of March 31,
2011 2010
Wipro Poland Sp Zoo 51 134
Wipro Information Technology Egypt SAE 49 37
Wipro Airport IT Services Limited 40 -
Wipro Chengdu Limited 25 -
Wipro Technologies SRL 17 -
Wipro Bahrain Limited WLL 16 -
Wipro Technocentre (Singapore) Pte Ltd 16 22
Wipro Technologies Argentina SA 11 12
Wipro Singapore Pte Limited 8 -
Wipro Holdings (Mauritius) Limited 3 -
Wipro Yardley FZE 2 -
Enthink Inc - 46
Wipro Yardley Consumer Care Private Ltd - 21
7,857 8,079
24. Income Tax
The provision for taxation includes tax liability in India
on the companys worldwide income. The tax has been
computed on the worldwide income as reduced by the
various deductions and exemptions provided by the
Income tax Act in India (Act) and the tax credit in India for
the tax liabilities payable in foreign countries.
Most of the Companys operations are through units in
Software Technology Parks (STPs). Income from STPs is
eligible for 100% deduction upto March 31, 2011. The
Company also has operations in Special Economic Zones
(SEZs). Income from SEZs are eligible for 100% deduction
for the frst 5 years, 50% deduction for the next 5 years and
50% deduction for another 5 years subject to fulflling certain
conditions.
Pursuant to the amendments in the Act, the Company has
calculated its tax liability after considering the provisions of
law relating to Minimum Alternative Tax (MAT). As per the
Act, any excess of MAT paid over the normal tax payable
can be carried forward and set of against the future tax
liabilities. Accordingly an amount of ` 126 million (2010: `
195 million) is included under Loans and Advances in the
balance sheet as of March 31, 2011.
i) Provision for tax has been allocated as follows:
(` in Million)
Particulars For the year ended March 31,
2011 2010
Net current tax* 8,378 7,679
Deferred tax 240 229
Total income taxes 8,618 7,908
* Current tax provision includes reversal of tax provision in
respect of earlier periods no longer required amounting to `
590 million for the year ended March 31, 2011 (2010: ` 476
million).
ii) The components of the net deferred tax asset are as follows :
(` in Million)
2011 2010
Fixed assets (1,059) (549)
Accrued expenses and
liabilities
525 644
Allowances for doubtful
debts
642 253
Net deferred tax assets 108 348
25. The Company publishes standalone fnancial statements
along with the consolidated fnancial statements in the
annual report. In accordance with Accounting Standard
17, Segment Reporting, the Company has disclosed
the segment information in the consolidated fnancial
statements.
26. Corresponding fgures for previous year presented have
been regrouped, where necessary, to conform to the
current year classifcation.
27. Additional Information Schedule VI
QUANTITATIVE INFORMATION PURSUANT TO SCHEDULE VI
i) Licensed/registered/installed capacities
Particulars Licensed Capacity** Installed capacity @
March 31,
2011
March 31,
2010
March 31,
2011
March 31,
2010
Vanaspati / Hydrogenated oils T P A * NA NA 45,000 45,000
Toilet Soaps T P A * NA NA 134,026 128,430
Leather shoe uppers 000s NA NA 750 750
Fatty acids T P A * NA NA 78,450 68,650
Glycerine T P A * NA NA 1,650 1,000
General lighting systems lamps 000s NA NA 110,305 110,305
Fluorescent tube lights 000s NA NA 27,097 27,097
Compact fourescent lamps 000s NA NA 23,355 14,595
Mini computers / micro processor based systems and data
communication systems
N P A # NA NA
691,200 691,200
Hydraulic and Pneumatic tubes N P A # NA NA 831,140 649,320
Tipping Gear systems N P A # NA NA 50,000 35,000
@ Installed capacities are as per certifcate given by management on which auditors have relied.
* TPA indicates tons per annum
# NPA indicates nos. per annum
** The company is exempt from the licensing provisions of the Industries (Development Regulation) Act, 1951.
ii) Production
Particulars March 31,
2011
March 31,
2010
Unit Quantity Quantity
Mini computers/micro processor based systems and data communication systems Nos. 217,016 224,744
Toilet soaps Tons 71,471 64,486
Vanaspati / hydrogenated oils Tons 5,909 4,714
Shoe uppers 000s 161 97
Fluorescent tube lights 000s 5,836 6,084
Fatty acids Tons 44,359 41,788
Glycerine Tons 1,355 1,309
Hydraulic and pneumatic tubes Nos. 454,602 301,323
Tipping Gear systems Nos. 23,276 14,532
Water Treatment Skids Nos. 26 -
Wipro Limited 127
iii) Sales
Particulars March 31, 2011 March 31, 2010
Unit Quantity ` in Mn Quantity ` in Mn
Software services - - 194,139 - 176,740
Mini computers/micro processor based systems and data
communication systems
Nos 217431 28,581 224,886 18,496
IT enabled services - 18,021 - 16,836
Toilets soaps
(a)
Tons 71,668 8,404 63,376 7,479
Vanaspati/hydrogenated oils Tons 5,981 350 4,767 235
Shoe uppers 000s 162 69 97 38
Glycerine Tons 145 7 321 11
Lighting products
(b)
- 2,075 - 1,570
Hydraulic and Pneumatic equipment 455,152 6,186 305,348 3,761
Tipping Gear Systems 23,276 122 14,532 290
Spares/components for Tippers/cylinders - 55 - -
Water Treatment Skids
(c)
- 344 - -
Others
(b)
5,659 - 4,607
Total 264,012 230,063
Less: Excise Duty 1,007 843
Total 263,005 229,220
(a)
Includes samples and shortages
(b)
It is not practicable to give quantitative information in the absence of common expressible unit.
(c)
Water treatment skids are the identifable units for water business. The rest are all part of project revenue
iv) Closing stocks
Mini computers/micro processor based systems and data
communication systems *
Nos. 2,813 2,012 3,228 2,269
Toilets soaps Tons 1,946 210 2,452 135
Lighting products * - 191 - 207
Hydraulic and Pneumatic equipment Nos. 11,288 113 11,838 70
Solar thin flm and other ecoenergy related products Nos. 43,814 127 - -
Others
(b)
- 43 - 52
2,696 2,733
Closing stock of traded goods - 388 - 325
Total 3,084 3,058
* Includes traded products; bifurcation between manufactured and traded products not practicable.
(b)
It is not practicable to give quantitative information in the absence of common expressible unit.
v) Purchases for trading
Quantity ` in Mn Quantity ` in Mn
Computer units/printers/software products* - 22,241 - 23,909
Lighting products * - 935 - 580
Spares/ components/seal kits for cylinders and tippers * - 85 - 97
Solar thin flm and other ecoenergy related products - 141 - -
Others * - 3,570 - 2,826
26,972 27,412
*It is not practicable to give quantitative information in the absence of common expressible unit.
vi) Raw Material consumed
Peripherals/components for computers* - - 1,287 - 3,052
Oil and fats Tons 62,084 2,903 53,871 1,870
Tubes Mts 389,884 660 276,936 470
Rounds and rods Tons 9,395 428 7,548 323
Casting and forging Nos 207,809 144 190,306 102
Bearings, seals and wipers Nos 15,416,303 480 9,032,671 183
Water Treatment Skids * Nos - 268 - -
Others * - 4,687 - 3,892
10,857 9,892
*It is not practicable to give quantitative information in the absence of common expressible unit.
vii) Value of imported and indigenous materials consumed
% ` In Mn % ` In Mn
Raw Materials
Imported 35 3,837 37 3,644
Indigenous 65 7,020 63 6,248
100 10,857 100 9,892
Stores and Spares
Imported 7 17 4 16
Indigenous 93 210 96 368
100 227 100 384
viii) Value of imports on CIF basis
(` in Million)
2011 2010
(Does not include value of imported items locally purchased)
Raw materials, components and peripherals 27,358 17,484
Capital goods 231 715
27,629 18,242
Wipro Limited 129
ix) Activities in foreign currency
(` in Million)
2011 2010
a) Expenditures
Traveling and onsite allowance 57,855 49,093
Interest 114 853
Royalty 307 518
Professional fees 7,843 6,458
Subcontracting charges 9,390 5,858
Dividend 0.11 0.06
Others 10,133 8,864
85,642.11 71,644.06
b) Earnings
Export of goods on F.O.B basis 6,291 4,186
Services 177,192 163,390
Agency commission 288 353
183,771 167,929
Dividend remitted in foreign currencies:
Final Dividend
2011 2010
Net amount remitted (in ` Million) 0.04 0.06
Number of shares held by non-resident shareholders 6,978 16,166
No of foreign shareholders 2 9
Financial year to which fnal dividend relates 2009-10 2008-09
Dividend remitted in foreign currencies:
Interim Dividend
2011 2010
Net amount remitted (in ` Million) 0.07 -
Number of shares held by non-resident shareholders 34,810 -
No of foreign shareholders 8 -
Financial year to which fnal dividend relates 2010-11 -
Bangalore
April 27, 2011

& Director
ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956
BALANCE SHEET ABSTRACT AND THE COMPANYS GENERAL BUSINESS PROFILE
I. Registration Details
CIN L32102KA1945PLC020800
Registration No. 20800 State Code 08
Balance Sheet Date 31st March 2011
II. Capital raised during the year (` in million)
Public issue Nil Bonus Issue 1,960
Rights issue Nil Private Placement -
Issue of shares on exercise of
Employee Stock Options 12
American Depository Ofering Nil
III. Position of mobilisation of and (` in million)
deployment of funds
Total Liabilities 260,650 Total Assets 260,650
Sources of funds Application of Funds
Paid-up capital 4,908 Goodwill 447
Share application money pending Net Fixed Assets 48,401
allotment 7 Investments 108,134
Reserves and Surplus 208,294 Deferred tax assets 108
Secured Loans - Net Current Assets 104,007
Unsecured Loans 47,441
IV. Performance of the Company (` in million)
Turnover 269,038
Total Expenditure 211,983
Proft before Tax 57,055
Proft after Tax 48,437
Earnings per share (basic) 19.88
Dividend 200%
V. Generic names of three principal products/services of the Company (as per monetary terms)
i) Item code no (ITC Code) 84713010
Product description Personal Computer
ii) Item code no (ITC Code) 85249113
Product description I.T Software
iii) Item code no (ITC Code) 15162011
Product description Vegetable fats and oils (Edible Grade)
Consolidated Financial Statements
Wipro Limited 131
AUDITORS REPORT TO THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIAL STATEMENTS OF WIPRO LIMITED
AND ITS SUBSIDIARIES
We have audited the attached consolidated balance sheet of Wipro Limited (the Company) and subsidiaries (collectively called the
Wipro Group) as at March 31, 2011, the consolidated proft and loss account and the consolidated cash fow statement for the year
ended on that date, annexed thereto. These consolidated fnancial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated fnancial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated fnancial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated
fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management,
as well as evaluating the overall consolidated fnancial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
We report that the consolidated fnancial statements have been prepared by the Companys management in accordance with the
requirements of Accounting Standard 21, Consolidated Financial Statements and Accounting Standard 23, Accounting for Investments
in Associates in Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India (ICAI).
Without qualifying our opinion, we draw attention to Note 4 of the Notes to Accounts that describes the early adoption by the
Company of Accounting Standard (AS) 30, Financial Instruments: Recognition and Measurements, along with limited revisions to
other accounting standards, issued by the Institute of Chartered Accountants of India. AS 30, along with limited revisions to the
other accounting standards, have not currently been notifed by the National Advisory Council for Accounting Standards (NACAS)
pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956. Had the Company
not early adopted AS 30 and the related limited revisions, proft after taxation for the year ended March 31, 2011 would have been
higher by ` 447 million.
In our opinion and to the best of our information and according to the explanations given to us, the consolidated fnancial statements
give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the consolidated balance sheet, of the state of afairs of the Wipro Group as at March 31, 2011;
(b) in the case of the consolidated proft and loss account, of the proft of the Wipro Group for the year ended on that date; and
(c) in the case of the consolidated cash fow statement, of the cash fows of the Wipro Group for the year ended on that date.
for BSR & Co.
Firm registration number: 101248W
Natrajh Ramakrishna
Partner
Bangalore
June 17, 2011
Auditors Report
(` in Million)
As of March 31,
Schedule 2011 2010
SOURCES OF FUNDS
Shareholders Funds
Share capital 1 4,906 2,934
Share application money pending allotment 7 18
Reserves and surplus 2 219,964 179,491
224,877 182,443
Loan Funds
Secured loans 3 1,904 2,119
Unsecured loans 4 50,898 60,394
52,802 62,513
Minority interest 691 437
278,370 245,393
APPLICATION OF FUNDS
Goodwill 54,266 53,346
Fixed Assets and Intangible Assets
Gross block 5 99,324 86,253
Less: Accumulated depreciation and amortisation 48,706 42,314
Net block 50,618 43,939
Capital work-in-progress and advances 7,246 12,355
57,864 56,294
Investments 6 52,406 34,060
Deferred Tax Asset (Net) 18(13) 38 254
Current Assets, Loans and Advances
Inventories 7 9,707 7,926
Sundry debtors 8 61,773 51,150
Cash and bank balances 9 61,141 64,878
Loans and advances 10 71,005 58,175
203,626 182,129
Less: Current Liabilities and Provisions
Current liabilities 11 61,020 57,342
Provisions 12 28,810 23,348
89,830 80,690
Net Current Assets 113,796 101,439
278,370 245,393
The schedules referred to above form an integral part of the consolidated balance sheet
for BSR & Co.,
Natrajh Ramakrishna
Partner
Bangalore
June 17, 2011
Azim Premji B. C. Prabhakar T. K. Kurien
Chairman Director CEO, IT Business

& Director
Consolidated Balance Sheet
Wipro Limited 133
Schedule 2011 2010
INCOME
Gross sales and services 311,392 272,972
Less: Excise duty 1,007 843
Net sales and services 310,385 272,129
Other income, net 13 6,553 4,376
316,938 276,505
EXPENDITURE
Cost of sales and services 14 211,943 185,649
Selling and marketing expenses 15 22,757 19,147
General and administrative expenses 16 19,114 15,382
Interest 17 776 1,232
254,590 221,410
PROFIT BEFORE TAXATION 62,348 55,095
Provision for taxation 18(13) 9,695 9,163
Proft before minority interest / share in earnings of associates 52,653 45,932
Minority interest (344) (185)
Share in earnings of associates 615 563
PROFIT AFTER TAXATION 52,924 46,310
Appropriations
Interim dividend 4,908 -
Tax on dividend 2,204 1,283
Amount transferred to General reserve 4,844 36,218
BALANCE CARRIED TO BALANCE SHEET 31,150 -
EARNINGS PER SHARE - EPS 18(16)
Equity shares of par value ` 2/- each
Basic (in `) 21.72 19.07
Diluted (in `) 21.61 18.94
Number of shares for calculating EPS
Basic 2,436,440,633 2,429,036,656
Diluted 2,449,297,479 2,445,450,341
The schedules referred to above form an integral part of the consolidated proft and loss account
Consolidated Profit and Loss Account
for BSR & Co.,
Natrajh Ramakrishna
Partner
Bangalore
June 17, 2011

& Director
Consolidated Cash Flow Statement
(` in Million)
2011 2010
A. Cash fows from operating activities:
Proft before tax 62,348 55,095
Adjustments:
Amortisation of stock compensation 1,433 1,317
Exchange diferences, net 822 (1,394)
Impact of cash fow hedges 4,389 6,017
Interest on borrowings 776 1,232
Dividend / interest income (6,460) (4,052)
Proft on sale of investments (192) (308)
Gain on sale of fxed assets (131) (43)
Working capital changes :
Sundry debtors and unbilled revenues (17,816) (4,724)
Loans and advances (5,234) (2,203)
Inventories (1,781) (218)
Current liabilities and provisions 3,685 650
Net cash generated from operations 49,730 58,912
Direct taxes (paid)/refund, net (9,293) (7,914)
Net cash generated by operating activities 40,437 50,998
B. Cash fows from investing activities:
Acquisition of fxed assets (including capital advances) (12,211) (11,029)
Proceeds from sale of fxed assets 521 397
Advance/lease transactions - (1,950)
Purchase of investments (474,476) (340,891)
Proceeds from sale/maturity of investments 456,894 325,770
Investment in Intercorporate deposits (14,290) (10,750)
Refund of Intercorporate deposits 20,100 4,950
Payment for acquisition of businesses, net of cash acquired (140) (4,051)
Dividend/interest income received 6,363 3,739
Net cash used in investing activities (17,239) (33,815)
C. Cash fows from fnancing activities:
Proceeds from exercise of employee stock options 36 7
Share application money pending allotment (11) 3
Interest paid on borrowings (696) (1,194)
Dividends paid (including distribution tax) (15,585) (6,823)
Repayment of borrowings/loans (83,798) (55,664)
Proceeds from borrowings/loans 72,596 63,430
Proceeds from issuance of shares by subsidiary - 77
Net cash used in fnancing activities (27,458) (164)
Net (decrease)/increase in cash and
cash equivalents during the year (4,260) 17,019
Cash and cash equivalents at the beginning of the year 64,878 49,117
Efect of exchange rate changes on cash balance 523 (1,258)
Cash and cash equivalents at the end of the year (Refer Schedule 9) 61,141 64,878
for BSR & Co.,
Natrajh Ramakrishna
Partner
Bangalore
June 17, 2011

& Director
Wipro Limited 135
Schedules to Consolidated Balance Sheet
As of March 31,
SCHEDULE 1 SHARE CAPITAL 2011 2010
Authorised capital
25,000,000 (2010: 25,000,000) 10.25 % redeemable cumulative preference shares of `10
each
250 250
5,550 3,550
Issued, subscribed and paid-up capital [Refer note 18 (2)]
Less: 968,803 (2010: 968,803) equity shares issued to controlled trust (2) (2)
4,906 2,934
SCHEDULE 2 RESERVES AND SURPLUS
Capital reserve
Addition during the year - -
1,144 1,144
Securities premium account
Add: Exercise of stock options by employees 2,895 1,909
32,083 29,188
Less: Shares issued to controlled trust [Refer note 18(2)] (540) (540)
Less: Issue of Bonus Shares (1,960) -
29,583 28,648
Translation reserve
Balance brought forward from previous year 218 1,233
Movement during the year 1,267 (1,015)
1,485 218
Restricted stock units reserve [Refer note 18(12)]
Employee stock options outstanding 3,791 4,366
Less: Deferred employee compensation expense 3,507 2,643
284 1,723
General reserve
Transferred from Proft and loss account [Refer note 18 (3) (ii)] 4,832 33,899
157,544 152,712
Hedging reserve [Refer note 18(5)]
Balance brought forward from previous year (4,954) (16,886)
(1,226) (4,954)
Proft and Loss Account 31,150 -
Summary of reserves and surplus
219,964 179,491
(` in Million)
As of March 31,
2011 2010
SCHEDULE 3 SECURED LOANS
Term loans
1
107 164
Cash credit
1
1,325 1,243
Finance lease obligation
2
472 712
1,904 2,119
1
Term loans and cash credit facility are secured by hypothecation of stock-in-trade, book debts,
immovable/movable properties and other assets.
2
Secured by underlying assets.
SCHEDULE 4 UNSECURED LOANS
External commercial borrowings 18,861 16,844
Borrowing from banks 29,740 40,595
Others 2,297 2,955
50,898 60,394
Wipro Limited 137
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( ` in Million)
As of March 31,
2011 2010
SCHEDULE 6 INVESTMENTS
Long term - unquoted
Investment in associates [Refer note 18(6)]
Wipro GE Healthcare Private Limited
1
2,993 2,378
2,993 2,378
Current investments - quoted [Refer note 18(22)]
Investments in Indian money market mutual funds 25,200 19,147
Current investments - unquoted [Refer note 18(22)]
Certifcates of deposit 11,966 11,088
Commercial Papers 7,416 -
Other investments [Refer note 18(22)] 4,831 1,447
49,413 31,682
52,406 34,060
Aggregate market value of quoted investments and mutual funds 25,246 19,156
1
Equity investments in this company carry certain restrictions on transfer of shares as provided for in
the shareholders agreements.
SCHEDULE 7 INVENTORIES
Raw materials 3,217 2,212
Stock in process 1,108 776
Stores and spares 1,126 1,001
9,707 7,926
SCHEDULE 8 SUNDRY DEBTORS
Unsecured
Debts outstanding for a period exceeding six months
Considered good 8,043 6,858
Considered doubtful 2,489 2,283
10,532 9,141
Other debts
Considered good 53,730 44,292
64,367 53,477
Less: Provision for doubtful debts 2,594 2,327
61,773 51,150
SCHEDULE 9 CASH AND BANK BALANCES
Balances with bank [Refer note 18(21)]
In current accounts
*

26,674 23,608
In deposit accounts 33,514 40,723
Cash and cheques on hand 953 547
61,141 64,878
*Includes balance in unclaimed dividend account amounting to ` 20 million (2010: ` 17 million).
Wipro Limited 139
( ` in Million)
As of March 31,
2011 2010
SCHEDULE 10 LOANS AND ADVANCES
Unsecured, considered good unless otherwise stated
Advances recoverable in cash or in kind or for value to be received
Considered good
- Prepaid expenses 5,855 4,781
- Advance to suppliers 760 584
- Employee travel & other advances 1,500 1,524
- Others 3,646 3,103
11,761 9,992
12,329 10,289
Less: Provision for doubtful advances 568 297
11,761 9,992
Other deposits 2,283 1,780
Derivative assets 5,108 3,903
Advance income taxes less provision for tax 14,644 10,383
Inter corporate deposits 4,240 10,050
Balances with excise and customs 1,570 917
Unbilled revenues 24,149 16,708
71,005 58,175
SCHEDULE 11 CURRENT LIABILITIES
Statutory liabilities 4,046 4,001
Sundry creditors 24,222 19,133
Unearned revenues 6,595 7,462
Advances from customers 1,025 1,786
Unclaimed dividends 20 17
Others 762 943
61,020 57,342
SCHEDULE 12 PROVISIONS
Employee retirement benefts 2,633 2,967
Warranty 548 611
Provision for tax less advance tax 12,361 7,915
Tax on proposed dividend 1,593 1,283
Others 1,857 1,763
28,810 23,348
Schedules to Consolidated Profit and Loss Account
(` in Million)
2011 2010
SCHEDULE 13 OTHER INCOME, NET
Income from current investments
- Dividend on mutual fund units 2,402 1,442
- Proft on sale of investments, net 152 308
Interest on debt instruments and others 4,064 2,610
Exchange diferences, net 445 (382)
Exchange fuctuations on foreign currency borrowings, net (1,156) (160)
Miscellaneous income 646 558
6,553 4,376
SCHEDULE 14 COST OF SALES AND SERVICES
Raw materials, fnished and process stocks consumed 48,261 45,698
Sub contracting / technical fees / third party application 26,121 22,193
Travel 7,563 5,830
Repairs 4,272 3,844
Communication 3,035 2,779
Power and fuel 2,427 1,797
Rent 2,114 2,033
Insurance 707 356
211,943 185,649
Wipro Limited 141
Schedules to Consolidated Profit and Loss Account
( ` in Million)
2011 2010
SCHEDULE 15 SELLING AND MARKETING EXPENSES
Advertisement and sales promotion 5,337 4,831
Travel 1,145 858
Carriage and freight 1,359 1,083
Sales commission 1,121 885
Rent 383 466
Conveyance 189 144
Repairs 136 109
Insurance 29 54
Miscellaneous expenses 1,336 906
22,757 19,147
SCHEDULE 16 GENERAL AND ADMINISTRATIVE EXPENSES
Travel 1,259 1,232
Legal and professional charges 1,629 1,593
Repairs and mantainance 847 900
Staf recruitment 1,228 485
Manpower outside services 360 232
Insurance 141 148
Rent 733 563
Auditors remuneration 30 26
19,114 15,382
SCHEDULE 17 INTEREST
Cash credit and others 776 1,232
776 1,232
Index of Notes to Accounts Note Reference Page No.
Signifcant Accounting Policies .................................................................................................................................1 143-147
Equity Shares and Reserves .................................................................................................................................... 2,3 147
Financial Instruments ............................................................................................................................................... 4,5 147-148
Equity in Afliate ............................................................................................................................................................6 148-149
Merger and Acquisition and Sale of Financial Assets ................................................................................... 7,8 149
Leases ...........................................................................................................................................................................9,10 149-150
Employee Beneft Plans ............................................................................................................................................ 11 150-151
Employee Stock Options .......................................................................................................................................... 12 151-152
Income Taxes ................................................................................................................................................................ 13 152
Tax Demands, Provisions and Earnings per Share ............................................................................... 14,15,16 153
List of Subsidiaries ...................................................................................................................................................... 17 154-157
Related Party Relationships and Transactions .................................................................................................. 18 157-158
Contingencies .............................................................................................................................................................. 19 158
Segment Information ................................................................................................................................................ 20 158-160
Cash and Bank .............................................................................................................................................................. 21 161
Investments ................................................................................................................................................................... 22 161-162
Wipro Limited 143
SCHEDULE 18 NOTES TO ACCOUNTS
Company overview
Wipro Limited (Wipro or the Parent), together with its subsidiaries
and associates (collectively, the Company or the group) is a
leading India based provider of IT Services, including Business
Process Outsourcing (BPO) services, globally. Further, Wipro
has other businesses such as IT Products, Consumer Care and
Lighting and Infrastructure engineering. Wipro is headquartered
in Bangalore, India.
1. Signifcant accounting policies
i. Basis of preparation of fnancial statements
The consolidated fnancial statements are prepared in
accordance with Indian Generally Accepted Accounting
Principles (GAAP) under the historical cost convention and
on the accrual basis except for certain fnancial instruments,
which are measured on a fair value basis. GAAP comprises
Accounting Standards (AS), issued by the Institute of
Chartered Accountants of India (ICAI) and other generally
accepted accounting principles in India.
ii. Principles of consolidation
The consolidated fnancial statements include the fnancial
statements of Wipro and all its subsidiaries, which are more
than 50% owned or controlled.
The financial statements of the parent company and
its majority owned / controlled subsidiaries have been
combined on a line by line basis by adding together the
book values of all items of assets, liabilities, incomes and
expenses after eliminating all inter-company balances /
transactions and resulting unrealized gain / loss.
The consolidated fnancial statements are prepared using
uniform accounting policies for similar transactions and
other events in similar circumstances.
iii. Use of estimates
The preparation of financial statements in accordance
with the generally accepted accounting principles
requires management to make judgments, estimates and
assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities,
income and expenses. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revision to accounting
estimate is recognised in the period in which the estimates
are revised and in any future period afected.
iv. Fixed assets, intangible assets and capital work-in-progress
Fixed assets are stated at historical cost less accumulated
depreciation. Costs include expenditure directly attributable
to the acquisition of the asset. Borrowing costs directly
attributable to the construction or production of qualifying
assets are capitalized as part of the cost.
Intangible assets are stated at the consideration paid for
acquisition less accumulated amortization.
Advances paid towards the acquisition of fixed assets
outstanding as of each balance sheet date and the cost of
fxed assets not ready for use before such date are disclosed
under capital work-in-progress.
v. Investments
Long term investments (other than investment in associate)
are stated at cost less other than temporary decline in the
value of such investments, if any. Current investments
are valued at lower of cost and fair value determined by
category of investment. The fair value is determined using
quoted market prices/market observable information
adjusted for cost of disposal.
Investment in associate is accounted under the equity
method.
vi. Inventories
value, including necessary provision for obsolescence. Cost
is determined using the weighted average method. Cost of
work-in-progress and fnished goods include material cost
and appropriate share of manufacturing overheads.
vii. Provisions and contingent liabilities
Provisions are recognised when the Company has a
present obligation as a result of past event, it is probable
that an outfow of resources will be required to settle the
obligation, and a reliable estimate can be made of the
amount of obligation.
A disclosure for a contingent liability is made when there is
a possible obligation or a present obligation that may, but
probably will not, require an outfow of resources. Where
there is a possible obligation or a present obligation in
respect of which the likelihood of outfow of resources is
remote, no provision or disclosure is made.
The Company recognizes provision for onerous contracts
based on the estimate of excess of unavoidable costs of
meeting obligations under the contracts over the expected
economic benefts.
viii. Revenue recognition
Services:
The Company recognizes revenue when the signifcant
terms of the arrangement are enforceable, services have
been delivered and the collectability is reasonably assured.
The method for recognizing revenues and costs depends
on the nature of the services rendered:
Revenues and costs relating to time and materials
contracts are recognized as the related services are
rendered.
Revenues from fixed-price contracts, including
systems development and integration contracts are
recognized using the percentage-of-completion
method. Percentage of completion is determined
based on project costs incurred to date as a percentage
of total estimated project costs required to complete
the project. When total cost estimates exceed
revenues in an arrangement, the estimated losses are
recognized in the statement of income in the period
in which such losses become probable based on the
current contract estimates.
Unbilled revenues included in loans and advances
represent cost and earnings in excess of billings as at
the balance sheet date. Unearned revenues included
in current liabilities represent billing in excess of
revenue recognized.
C. Maintenance contract
Revenue from maintenance contracts is recognized
ratably over the period of the contract using the
percentage of completion method. When services are
performed through an indefnite number of repetitive
acts over a specified period of time, revenue is
recognized on a straight-line basis over the specifed
period unless some other method better represents
the stage of completion.
Products:
Revenue from sale of products is recognised when the
product has been delivered, in accordance with the sales
contract. Revenues from product sales are shown as net
of excise duty, sales tax separately charged and applicable
discounts.
Other income:
Agency commission is accrued when shipment of
consignment is dispatched by the principal.
Proft on sale of investments is recorded upon transfer of
title by the Company. It is determined as the diference
between the sales price and carrying amount of the related
investment.
Interest is recognised using the time-proportion method,
based on rates implicit in the transaction.
Dividend income is recognised where the Companys right
to receive dividend is established.
ix. Leases
Leases of assets, where the Company assumes substantially
all the risks and rewards of ownership are classifed as
fnance leases. Finance leases are capitalized at the lower
of the fair value of the leased assets at inception and the
present value of minimum lease payments. Lease payments
are apportioned between the finance charge and the
outstanding liability. The fnance charge is allocated to
periods during the lease term at a constant periodic rate
of interest on the remaining balance of the liability.
Leases where the lessor retains substantially all the risks
and rewards of ownership are classifed as operating leases.
Lease rentals in respect of assets taken under operating
leases are charged to proft and loss account on a straight
line basis over the lease term.
from the sale of products given under fnance leases. The
Company records gross finance receivables, unearned
income and the estimated residual value of the leased
equipment on consummation of such leases. Unearned
income represents the excess of the gross fnance lease
receivable plus the estimated residual value over the sales
price of the equipment. The Company recognises unearned
income as fnancing revenue over the lease term using the
efective interest method.
x. Foreign currency transactions
Transaction:
Foreign currency transactions are accounted in the books
of accounts at the average rate for the month.
The diference between the rate at which foreign currency
transactions are accounted and the rate at which they are
realized is recognised in the proft and loss account.
Translation:
Monetary foreign currency assets and liabilities at period-
end are translated at the closing rate. The difference
arising from the translation is recognised in the proft and
loss account, except for the exchange diference arising
on monetary items that qualify as hedging instruments
in a cash fow hedge or hedge of a net investment in a
non-integral foreign operation. In such cases the exchange
diference is initially recognised in hedging reserve or
translation reserve, respectively. Such exchange diferences
are subsequently recognised in the proft and loss account
on occurrence of the underlying hedged transaction
or on disposal of the investment, respectively. Further,
foreign currency diferences arising from translation of
inter company receivables or payables relating to foreign
operations, the settlement of which is neither planned nor
likely in the foreseeable future, are considered to form part
of net investment in foreign operation and are recognised
in Foreign Currency Translation Reserve (FCTR).
Integral operations:
Monetary assets and liabilities are translated at the
exchange rate prevailing at the date of the balance sheet.
Non-monetary items are translated at the historical rate.
The items in the proft and loss account are translated at the
average exchange rate during the period. The diferences
arising out of the translation are recognised in the proft
and loss account.
Non-integral operations:
Assets and liabilities are translated at the exchange rate
prevailing at the date of the balance sheet. The items in
Wipro Limited 145
the proft and loss account are translated at the average
exchange rate during the period. The diferences arising out
of the translation are transferred to translation reserve.
xi. Financial Instruments
Financial instruments are recognised when the Company
becomes a party to the contractual provisions of the
instrument.
Derivative instruments and Hedge accounting:
The Company is exposed to foreign currency fuctuations
on foreign currency assets, liabilities, net investment in
non-integral foreign operations and forecasted cash fows
denominated in foreign currency. The Company limits the
efects of foreign exchange rate fuctuations by following
established risk management policies including the use of
derivatives. The Company enters into derivative fnancial
instruments, where the counterparty is a bank.
The Company early adopted Accounting Standard 30,
Financial Instuments: Recognition and Measurement (AS
30) and the limited revisions to other accounting standards
which come into efect upon adoption of AS 30 from April
1, 2008 except to the extent the provisions of AS 30 are
in confict with particular sections of other accounting
standards; AS 4, Contingencies and Events Occurring
after Balance sheet date, to the extent it deals with
contingencies, AS 11(revised 2003), The Efects of Changes
in Foreign Exchange Rates, to the extent it deals with the
forward exchange contracts and AS 13 Accounting for
Investments, except to the extent it relates to accounting
for investment properties.
Accordingly, the Company continues to comply with the
guidance under these accounting standards; AS 4- relating
to Contingencies, AS 11- relating to Forward Contracts and
AS 13- relating to Investments.
In accordance with the recognition and measurement
principles set out in AS 30, changes in fair value of
derivative fnancial instruments designated as cash fow
hedges are recognised directly in shareholders funds
and reclassifed into the proft and loss account upon the
occurrence of the hedged transaction. The Company also
designates derivative financial instruments as hedges
of net investment in non-integral foreign operation. The
portion of the changes in fair value of derivative fnancial
instruments determined to be an effective hedge are
recognised in the shareholders funds and would be
recognised in the proft and loss account upon sale or
disposal of related non-integral foreign operation. Changes
in fair value relating to the inefective portion of the hedges
and derivatives not designated as hedges are recognised
in the proft and loss account as they arise.
The fair value of derivative financial instruments is
determined based on observable market inputs including
currency spot and forward rates, yield curves, currency
volatility etc.
Non-Derivative Financial Instruments
A fnancial instrument is any contract that gives rise to
a fnancial asset of one entity and a fnancial liability or
equity instrument of another entity. Financial assets of the
Company mainly include cash and bank balances, sundry
debtors, unbilled revenues, finance lease receivables,
employee travel and other advances, other loans and
advances and derivative financial instruments with a
positive fair value. Financial liabilities of the Company
mainly comprise secured and unsecured loans, sundry
creditors, accrued expenses and derivative financial
instruments with a negative fair value. Financial assets
are derecognised when substantial risks and rewards of
ownership of the fnancial asset have been transferred. In
cases where substantial risks and rewards of ownership of
the fnancial assets are neither transferred nor retained,
fnancial assets are derecognised only when the Company
has not retained control over the fnancial asset.
The Company measures the fnancial assets and liabilities,
except for derivative financial assets and liabilities at
amortized cost using the effective interest method.
The Company measures the short-term payables and
receivables with no stated rate of interest at original invoice
amount, if the efect of discounting is immaterial. Non-
interest-bearing deposits are discounted to their present
value.
xii. Depreciation and amortisation
Depreciation is provided on straight line method based
on the estimated useful life of the asset. Management
estimates the useful life of various assets as follows:
Nature of asset Life of asset
Building ................................................ 30 60 years
Plant and machinery ....................... 5 21 years
Ofce equipment ............................. 3 - 10 years
Vehicles ................................................ 4 years
Furniture and fxtures ..................... 3 - 10 years
Computer and software ................. 2 7 years
Fixed assets individually costing ` 5,000/- or less are
depreciated at 100%.
Assets under capital lease are amortised over their estimated
useful life or the lease term, whichever is lower. Intangible
assets are amortized over their estimated useful life on
a straight line basis. For various brands acquired by the
Company, the estimated useful life has been determined
ranging between 20 to 25 years. The Company believes
this based on number of factors including the competitive
environment, market share, brand history, product life
cycles, operating plan, no restrictions on title and the
macroeconomic environment of the countries in which
the brands operate. Accordingly, such intangible assets are
being amortised over the determined useful life. Payments
for leasehold land are amortised over the period of lease.
xiii. Impairment of assets
Financial assets:
there is any objective evidence that a fnancial asset or group
of fnancial assets is impaired. If any such indication exists,
the Company estimates the amount of impairment loss.
The amount of loss for short-term receivables is measured
as the diference between the assets carrying amount and
undiscounted amount of future cash fows. Reduction, if
any, is recognised in the proft and loss account. If at the
balance sheet date there is any indication that a previously
assessed impairment loss no longer exists, the recognised
impairment loss is reversed, subject to maximum of initial
carrying amount of the short-term receivable.
Other than fnancial assets:
there is any indication that a non-fnancial asset including
goodwill may be impaired. If any such indication exists, the
Company estimates the recoverable amount of the asset.
If such recoverable amount of the asset or the recoverable
amount of the cash generating unit to which the asset
belongs to is less than its carrying amount, the carrying
amount is reduced to its recoverable amount. The reduction
is treated as an impairment loss and is recognised in the
proft and loss account. If at the balance sheet date there
is an indication that a previously assessed impairment loss
no longer exists, the recoverable amount is reassessed and
the asset is refected at the recoverable amount subject
to a maximum of depreciated historical cost. In respect of
goodwill, the impairment loss will be reversed only when
it was caused by specifc external events of an exceptional
nature that is not expected to recur and their efects have
been reversed by subsequent external events.
xiv. Employee benefts
Provident fund:
Employees receive benefts from a provident fund. The
to the plan equal to 12% of the covered employee's salary.
trust managed by the Company, while the remainder of
the contribution is made to the Government's provident
fund.
Compensated absences:
absence. The employees can carry-forward a portion of
the unutilized accrued compensated absence and utilize
it in future periods or receive cash compensation at
retirement or termination of employment for the unutilized
accrued compensated absence. The Company records an
obligation for compensated absences in the period in
which the employee renders the services that increase
this entitlement. The Company measures the expected
cost of compensated absence as the additional amount
that the Company expects to pay as a result of the unused
entitlement that has accumulated at the balance sheet
date. Long term compensated absences is accrued based
on actuarial valuation at the balance sheet date carried out
by an independent actuary.
Gratuity:
employees, at retirement or termination of employment
based on the last drawn salary and years of employment
with the Company. The gratuity fund is managed by the
Life Insurance Corporation of India (LIC), HDFC Standard
Life, TATA AIG and Birla Sun-life. The Companys obligation
in respect of the gratuity plan, which is a defned beneft
plan, is provided for based on actuarial valuation carried
out by an independent actuary using the projected unit
credit method. The Company recognizes actuarial gains
and losses immediately in the proft and loss account.
Superannuation:
The employees of the Company also participate in a
defned contribution plan maintained by the Company.
This plan is administered by the LIC and ICICI Prudential
covered employee's salary.
xv. Employee stock options
The Company determines the compensation cost based
on the intrinsic value method. The compensation cost
is amortised on a straight line basis over the vesting
period.
xvi. Taxes
Income tax:
The current charge for income taxes is calculated in
accordance with the relevant tax regulations.
Deferred tax:
Deferred tax assets and liabilities are recognised for the
future tax consequences attributable to timing diferences
that result between the proft ofered for income taxes and
the proft as per the fnancial statements of each entity in
the Group.
Deferred taxes are recognised in respect of timing
diferences which originate during the tax holiday period
but reverse after the tax holiday period. For this purpose,
reversal of timing diference is determined using frst in
frst out method.
Deferred tax assets and liabilities are measured using
the tax rates and tax laws that have been enacted or
substantively enacted by the balance sheet date. The efect
on deferred tax assets and liabilities of a change in tax rates
is recognised in the period that includes the enactment/
substantive enactment date.
Wipro Limited 147
Deferred tax assets on timing diferences are recognised
only if there is a reasonable certainty that sufcient future
taxable income will be available against which such deferred
tax assets can be realized. However, deferred tax assets on
the timing diferences when unabsorbed depreciation
and losses carried forward exist, are recognised only to
the extent that there is virtual certainty that sufcient
future taxable income will be available against which such
deferred tax assets can be realized.
Deferred tax assets are reassessed for the appropriateness
of their respective carrying amounts at each balance sheet
date.
The Company ofsets, on a year on year basis, the current
tax assets and liabilities, where it has a legally enforceable
right and where it intends to settle such assets and liabilities
on a net basis.
xvii. Earnings per share
Basic:
The number of equity shares used in computing basic
earnings per share is the weighted average number of
shares outstanding during the period excluding equity
shares held by controlled trust.
Diluted:
The number of equity shares used in computing diluted
earnings per share comprises the weighted average equity
shares considered for deriving basic earnings per share, and
also the weighted average number of equity shares that
could have been issued on the conversion of all dilutive
potential equity shares.
Dilutive potential equity shares are deemed converted
as of the beginning of the period, unless issued at a later
date. The number of equity shares and potentially dilutive
equity shares are adjusted for any stock splits and bonus
shares issued.
xviii. Cash fow statement
Cash flows are reported using the indirect method,
whereby net profts before tax is adjusted for the efects
of transactions of a non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The
cash fows from regular revenue generating, investing and
fnancing activities of the Company are segregated.
2. Share capital
The following are the details for 2,454,409,145 (2010:
1,468,211,189) equity shares as of March 31, 2011.
2,379,120,783
Equity shares / American Depository Receipts
(ADRs) (2010: 1, 399, 355, 659) have been
allotted as fully paid bonus shares / ADRs by
capitalization of Securities premium account
and Capital redemption reserve
1,325,525
Equity shares (2010: 1,325,525) have been
allotted as fully paid-up, pursuant to scheme
of amalgamation, without payment being
received in cash.
968,803
Equity shares ( 2010: 968,803) allotted to the
Wipro Inc Beneft Trust, the sole benefciary of
which is Wipro Inc, wholly owned subsidiary of
the Company, without payment being received
in cash, in consideration of acquisition of inter-
company investments.
3,162,500
Equity shares (2010: 3,162,500) representing
American Depository Receipts issued during
2000-2001 pursuant to American Depository
ofering by the Company
69,831,534
Equity shares (2010: 63,398,702) issued
pursuant to Employee Stock Option Plan
3. Note on reserves
i) Restricted stock units reserve includes Deferred
Employee Compensation, which represents future
charge to the proft and loss account and employee
stock options outstanding to be treated as securities
premium at the time of allotment of shares.
ii) Additions to General Reserve include:
(` in Million)
Particulars
For the year ended

March 31,
2011 2010
Transfer from Proft and loss account 4,844 36,218
Adjustment on account of merger
[refer note 18(7)(i)] (64) -
Additional purchase consideration
[refer note 18(7)(ii)] (54) (2,385)
Excess provision for Dividend/Dividend
Distribution Tax written back 19 -
Dividend paid to Wipro Equity Reward
Trust and Wipro Inc Trust 74 67
Others 13 (1)
4,832 33,899
4. The Company has adopted AS 30 and the limited revisions
to other accounting standards except to the extent the
provisions of AS 30 are in confict with particular sections
of other accounting standards; AS 4, Contingencies and
Events Occurring after Balance sheet Date, to the extent it
deals with contingencies, AS 11 (revised 2003), The Efects
of Changes in Foreign Exchange Rates, to the extent it
deals with the forward exchange contracts and AS 13,
Accounting for Investments, except to the extent it relates
to accounting for investment properties.
Accordingly, the Company continues to comply with the
guidance under these accounting standards; AS 4 relating
to Contingencies, AS 11 relating to Forward Contracts
and AS 13 relating to Investments until AS 30 becomes
mandatory.
i) As permitted by AS 30 and the consequent limited
revisions to other accounting standards, the Company
has designated a yen-denominated foreign currency
borrowing amounting to JPY 16.5 billion (2010: JPY
18 billion) along with a foating for foating Cross-
Currency Interest Rate Swap (CCIRS), as a hedging
instrument to hedge its net investment in a non-
integral foreign operation. In addition, the Company
has also designated yen-denominated foreign
currency borrowing amounting to JPY 8 billion (2010:
JPY 8 billion) along with foating for fxed CCIRS as
cash fow hedge of the yen- denominated borrowing
and also as a hedge of net investment in non-integral
foreign operation.
ii) Accordingly, the translation gain/ (loss) on the
foreign currency borrowings and portion of
the changes in fair value of CCIRS which are
determined to be efective hedge of net investment
in non-integral operation and cash flow hedge
of yen-denominated borrowings aggregating to
` 447 million for the year ended March 31, 2011 (2010:
` 1,736 million) was recognised in translation reserve
/ hedging reserve in shareholders funds. The amount
of gain/ (loss) of ` 142 million for the year ended
March 31, 2011 (2010: ` 1,564 million) recognised in
translation reserve would be transferred to proft and
loss account upon sale or disposal of the non-integral
foreign operation and the amount of gain / (loss) of
` 305 million for year ended March 31, 2011 (2010: `
172 million) recognised in the hedging reserve would
be transferred to proft and loss upon occurrence of
the hedged transaction.
iii) In accordance with AS 11, if the Company had
continued to recognize translation (losses)/ gains
on foreign currency borrowing in the proft and loss
account, the foreign currency borrowing would not
have been eligible to be combined with CCIRS for
hedge accounting. Consequently, the CCIRS also
would not have qualified for hedge accounting
and changes in fair value of CCIRS would have to
be recognised in the proft and loss account. As a
result proft after tax would have been higher by `
447 million for the year ended March 31, 2011 (2010:
` 1,736 million).
5. Derivatives
As of March 31, 2011, the Company has recognised losses of
` 1,226 million (2010: ` 4,954 million) relating to derivative
financial instruments (comprising of foreign currency
forward contract, option contracts and foating to fxed
CCIRS) that are designated as efective cash fow hedges
in the shareholders funds.
In addition to the derivative instruments discussed above
in Note 4, the Company has also designated certain foreign
currency forward contracts to hedge its net investment
in non-integral foreign operations. The Company has
recognized gain/ (loss) of ` (122) million for the year
ended March 31, 2011 (2010: ` 2,642 million) relating to
the derivative fnancial instruments in translation reserve
in the shareholders funds.
The following table presents the aggregate contracted
principal amounts of the Companys derivative contracts
outstanding as at:
(In Million)
Particulars As at March 31
2011 2010
Designated cash fow hedging
derivative instruments
Sell $901 $1,518
21 31
3,026 4,578
AUD 4 AUD 7
CHF 6 -
2 -
Net investment hedges in foreign
operations
Others $262 $262
40 40
instruments
Sell $526 $45
40 38
48 29
AUD 13 -
Buy $617 $492
6. The Company has a 49% equity interest in Wipro GE
Healthcare Private Limited (Wipro GE), an entity in which
General Electric, USA holds the majority equity interest.
The shareholders agreement provides specifc rights to the
two shareholders. Management believes that these specifc
rights do not confer joint control as defned in Accounting
Standard 27 Financial Reporting of Interests in Joint
Ventures. Consequently, Wipro GE is not considered as a
joint venture and consolidation of fnancial statements is
carried out as per the equity method in terms of Accounting
Standard 23 Accounting for Investments in Associates in
Consolidated interim fnancial statements.
Wipro GE had received tax demands from the Indian income
tax authorities for the fnancial years ended March 31,
2001, 2002, 2003 and 2004 aggregating to ` 903 million,
Wipro Limited 149
including interest. The tax demands were primarily on
account of transfer pricing adjustments and the denial of
export benefts and tax holiday benefts claimed by Wipro GE
under the Indian Income Tax Act, 1961 (the Act).Wipro GE
appealed against the said demands before the frst appellate
authority.The frst appellate authority has vacated the tax
demands for the years ended March 31, 2001, 2002, 2003
and 2004. The income tax authorities have fled an appeal
for the years ended March 31, 2001, 2002, 2003 and 2004.
In December 2008, Wipro GE received, on similar grounds,
additional tax demand of ` 552 million (including interest)
for the fnancial year ended March 31, 2005. Wipro GE had
fled an appeal against the said demandand in the month of
February 2011, the appellate order has been received, setting
aside the entire TP adjustment and reducing the overall
demand of ` 552 million (including interest) to ` 220 million
(including interest). Wipro GE would be seekingfurther relief
in this regard.
In December 2009, Wipro GE received a draft assessment
order, on similar grounds, with a demand of ` 317 million
(including interest) for the fnancial year ended March 31,
2006.The fnal assessment order was issued in this regard
demanding the same amount, plus interest and Wipro
GE has fled an appeal against the said demand before
the Income Tax Appellate Tribunal within the time limit
permitted under the statute.
In February 2011, Wipro GE received an assessment
order, on similar grounds, with a demand of ` 843 million
(including interest) for the fnancial year ended March 31,
2007. In this regard, Wipro GE has fled an appeal with the
frst appellate authority against the said demand within
the time limit permitted under the statute
Considering the facts and nature of disallowance and the
order of the appellate authority upholding the claims of
Wipro GE, Wipro GE believes that the fnal outcome of the
disputes should be in favour of Wipro GE and will not have
any material adverse efect on its fnancial position and
results of operations.
7. Merger and Acquisition
(i) Pursuant to the scheme of amalgamation approved by
the Honourable High Courts of Karnataka and Bombay,
Wipro Yardley Consumer Care Private Limited has
been merged with the Company with retrospective
efect from April 1, 2010, the Appointed date. The
amalgamation has been accounted as amalgamation
in the nature of merger in accordance with the terms
of the Order. The excess of purchase consideration
over the net assets of the undertaking amounting to `
0.08 Million has been adjusted against capital reserve
in the standalone financial statements of Wipro
Limited. Accordingly, in the consolidated fnancial
statements, the goodwill arising on consolidation
of the amalgamated company amounting to ` 64
million has been adjusted against general reserves,
consequent to the merger.
(ii) During the year ended March 31, 2011, the
Company determined that ` 54 Million, of additional
consideration is payable for certain entities acquired
during the year ended March 31, 2007 and merged
with other entities of Wipro Group subsequently.
Pursuant to the merger of acquired entities, this
additional consideration has been adjusted through
reserves during the year ended March 31, 2011
consistent with the previous accounting for merger.
(iii) The Company has merged its fully owned subsidiary
Infocrossing LLC into Infocrossing Inc with efect from
December 31, 2010.
8. Sale of fnancial assets
From time to time, in the normal course of business, the
Company transfers accounts receivables, net investment in
fnance lease receivables and employee advances (fnancials
assets) to banks. Under the terms of the arrangements, the
Company surrenders control over the fnancial assets and
transfer is without recourse. Accordingly, such transfers are
recorded as sale of fnancial assets. Gains and losses on sale
of fnancial assets without recourse are recorded at the time
of sale based on the carrying value of the fnancial assets
and fair value of servicing liability.
In certain cases, transfer of fnancial assets may be with
recourse. Under arrangements with recourse, the Company
is obligated to repurchase the uncollected fnancial assets,
subject to limits specified in the agreement with the
banks. Accordingly, in such cases the amounts received
are recorded as borrowings in the statement of fnancial
position and cash flows from financing activities. As
at March 31, 2010 and 2011, the maximum amount of
recourse obligation in respect of the transferred fnancial
assets (recorded as borrowings) are ` 657 million and
` 1,085 million respectively.
9. Finance lease receivables
The Company provides lease fnancing for the traded and
manufactured products primarily through fnance leases.
The finance lease portfolio contains only the normal
collection risk with no important uncertainties with
respect to future costs. These receivables are generally
due in monthly, quarterly or semi-annual installments over
periods ranging from 3 to 5 years.
The components of finance lease receivables are as
follows:
(` in Million)
2011 2010
Gross investment in lease 8,851 5,616
than fve years 6,129 4,652
Unguaranteed residual values 200 190
Unearned fnance income (1,601) (1,174)
Net investment in fnance receivables 7,250 4,442
Present value of minimum lease receivables are as follows:
(` in Million)
2011 2010
payments receivables 7,250 4,442
than fve years 4,723 3,675
Unguaranteed residual value 177 159
10. Assets taken on lease
Finance leases:
The following is a schedule of present value of future
minimum lease payments under capital leases, together
with the value of the minimum lease payments as of March
31, 2011
(` in Million)
2011 2010
payments
Not later than one year 203 228
than fve years 372 425
Thereafter 60 59
Total present value of minimum lease
payments 635 712
Add: Amount representing interest 66 68
Total value of minimum lease
payments 701 780
Operating leases:
The Company leases ofce and residential facilities under
cancelable and non-cancelable operating lease agreements
that are renewable on a periodic basis at the option of both
the lessor and the lessee. Rental payments under such
leases are ` 3,230 million and ` 3,062 million during the
years ended March 31, 2011 and 2010 respectively.
Details of contractual payments under non-cancelable
leases are given below:
(` in Million)
2011 2010
Not later than one year 1,828 1,396
Later than one year and not later than
fve years 5,143 4,319
Thereafter 3,294 2,554
Total 10,265 8,269
11. Employee Beneft Plan
Gratuity: In accordance with applicable Indian laws,
the Company provides for gratuity,a defined benefit
retirement plan (Gratuity Plan) covering certain categories
of employees. The Gratuity Plan provides a lump sum
payment to vested employees, at retirement or termination
of employment, an amount based on the respective
employees last drawn salary and the years of employment
with the Company. The Company provides the gratuity
beneft through annual contributions to a fund managed
by the Life Insurance Corporation of India (LIC), HDFC
Standard Life, TATA AIG and Birla Sunlife (Insurer). Under
this plan, the settlement obligation remains with the
Company, although the Insurer administers the plan and
determines the contribution premium required to be paid
by the Company.
(` in Million)
Change in the beneft obligation As of March 31,
2011 2010
Projected Beneft Obligation (PBO) at
the beginning of the year 2,060 1,858
Acquisitions - -
Service Cost 640 328
Interest Cost 161 133
PBO at the end of the year 2,476 2,060
(` in Million)
Change in plan assets As of March 31,
2011 2010
Fair value of plan assets at the
beginning of the year 1,967 1,416
Acquisitions - -
Expected return on plan assets 164 122
Employer contribution 473 625
Actuarial (loss)/gain 13 18
Fair value of the plan assets at the end
of the year 2,387 1,967
Present value of unfunded obligation/
Recognised Liability (89) (93)
The Company has invested the plan assets with the insurer
managed funds. The expected return on plan assets is
based on expectation of the average long term rate of
return expected on investments of the fund during the
estimated term of the obligations. Expected contribution
to the fund during the year ending March 31, 2012 is ` 379
million.
Wipro Limited 151
Net gratuity cost for the year ended March 31, 2011 and
2010 are as follows:
(` in Million)
March 31,
2011 2010
Expected return on plan assets (164) (122)
Net gratuity cost 469 276
The weighted average actuarial assumptions used to
determine beneft obligations and net periodic gratuity
cost are:
Assumptions As of March 31,
2011 2010
Discount rate 7.95% 7.15%
Rate of Increase in compensation
levels 5% 5%
Rate of return on plan assets 8% 8%
As at March 31, 2011 and 2010, 100% of the plan assets
were invested in the insurer managed funds.
(` in Million)
2011 2010 2009
Experience Adjustments:
On Plan Liabilities (32) 84 (53)
On Plan Assets 15 18 26
Present value of benefit
obligation 2,476 2,060 1,858
Fair value of plan assets 2,387 1,967 1,416
Excess of (obligations over
plan assets)/plan assets
over obligations (89) (93) (442)
The Company assesses these assumptions with its
projected long-term plans of growth and prevalent
industry standards. The estimates of future salary increase,
considered in actuarial valuation, take account of infation,
seniority, promotion and other relevant factors such as
supply and demand factors in the employment market.
Superannuation: Apart from being covered under
the gratuity plan, the employees of the Company also
participate in a defned contribution plan maintained by
the Company. This plan is administered by the LIC & ICICI.
The Company makes annual contributions based on a
specifed percentage of each covered employees salary. For
the year ended March 31, 2011, the Company contributed `
631 million to superannuation fund (2010: ` 726 million).
Provident Fund (PF): In addition to the above, all
employees receive benefts from a provident fund. The
to the plan equal to 12% of the covered employees salary.
trust established by the Company, while the remainder of
fund.
The interest rate payable by the trust to the benefciaries is
regulated by the statutory authorities. The Company has an
obligation to make good the shortfall, if any, between the
returns from its investments and the administered rate.
The Guidance on implementing AS 15, Employee Benefts
issued by the Accounting Standards Board (ASB) provides
that exempt provident funds which require employers to
meet the interest shortfall are in efect defned beneft
plans. The Company believes that it is not practicable
to reliably determine the interest shortfall obligation.
Accordingly, the computation of liability and disclosure
in accordance with the provisions of AS 15 cannot be
implemented.
contributed ` 2,276 million to PF (2010: ` 1,732 million).
12. Employee stock option
i) Employees covered under Stock Option Plans and
Restricted Stock Unit (RSU) Option Plans are granted
an option to purchase shares of the Company at the
respective exercise prices, subject to requirements
of vesting conditions. These options generally vest
in tranches over a period of fve years from the date
of grant. Upon vesting, the employees can acquire
one equity share for every option. The maximum
contractual term for aforementioned stock option
plans is generally 10 years.
ii) The stock compensation cost is computed under the
intrinsic value method and amortised on a straight
line basis over the total vesting period of fve years.
has recorded stock compensation expense of
` 1,431million (2010: ` 1,317 million).
iii) The compensation committee of the board evaluates
the performance and other criteria of employees
and approves the grant of options. These options
vest with employees over a specifed period subject
to fulfllment of certain conditions. Upon vesting,
employees are eligible to apply and secure allotment
of Companys shares at a price determined on the
date of grant of options. The particulars of options
granted under various plans are tabulated below. (The
numbers of shares in the table below are adjusted for
any stock splits and bonus shares issues).
Activity under Stock Options plans
Particulars Year Ended March
31, 2011
Year Ended March
31, 2010
Shares Wt.
average
exercise
price
Shares Wt.
average
exercise
price
Outstanding at the
begi nni ng of the
year
201,606* 293.4 122,746 484
Granted - - - -
Exercised 80,000 293.4 - -
Forfeited and lapsed 121,606 293.4 1,140 254
Outstanding at the
end of the year
- - 121,606 485
Exercisable at the
end of the year
- - 1,606 223
Activity under Restricted Stock Unit Option plans
Particulars Year Ended March 31,
2011
Year Ended March
31, 2010
Shares Wt.
average
exercise
price
Shares Wt.
average
exercise
price
Outstanding at
the beginning
of the year
20,046,267* 2 16,270,226 2
Granted 6,664,930 2 142,100 2
Exercised 6,352,832 2 3,230,443 2
Forfeited and
lapsed
1,751,712 2 1,154,123 2
Outstanding at
the end of the
year
18,606,653 2 12,027,760 2
Exercisable at
the end of the
year
8,681,374 2 5,365,080 2
The following table provides details in respect of range of
exercise price and weighted average remaining contractual
life (in months) for the options outstanding as at period end:
Range of
exercise
price
Year Ended March 31,
2011
Year Ended March 31,
2010
Shares Wt.
average
remaining
life
Shares Wt.
average
remaining
life
` 2 18,606,653 36.89 12,027,760 37.98
` 489 - - 120,000 49
$ 3.46 5.01 - - 1,606 1
*Includes units on account of bonus issue.
13. Income tax
The provision for taxation includes tax liability in India
on the companys worldwide income. The tax has been
computed on the worldwide income as reduced by the
various deductions and exemptions provided by the
Income tax act in India (Act) and the tax credit in India for
the tax liabilities payable in foreign countries.
Most of the companys operations are through units in
Software Technology Parks (STPs) and Special Economic
Zones(SEZs). Income from STPs is eligible for 100%
deduction upto March 31, 2011. The Company also has
operations in Special Economic Zones (SEZs). Income from
SEZs are eligible for 100% deduction for the frst 5 years,
50% deduction for the next 5 years and 50% deduction for
another 5 years subject to fulflling certain conditions.
Pursuant to the amendments in the Act, the company has
calculated its tax liability after considering the provisions
of law relating to Minimum Alternate Tax (MAT). As per the
Act, any excess of MAT paid over the normal tax payable
can be carried forward and set of against the future tax
liabilities. Accordingly an amount of ` 488 million (2010:
` 363 million) is included under Loans and Advances in
the balance sheet as of March 31, 2011.
(i) Provision for tax has been allocated as follows:
(` in Million)
Particulars Year Ended
March 31,
2011 2010
Net current tax * 9,469 8,665
Deferred tax 226 498
Total income taxes 9,695 9,163
* Current tax provision includes reversal / (charge) of tax
provision in respect of earlier periods no longer required
amounting to ` 590 million for the year ended March 31, 2011
(2010: ` 476 million).
(ii) The components of the net deferred tax asset are as follows:
(` in Million)
2011 2010
Fixed assets and intangibles
depreciation (1318) (747)
Accrued expenses and liabilities 520 482
Amortisable goodwill (141) (177)
Carry forward business losses 90 399
Others 171 29
Net deferred tax assets 38 254
Deferred tax asset on carry forward business losses is
recognised to the extent of deferred tax liabilities, that
are virtually certain of realization in accordance with AS
22 Accounting for Taxes on Income.
Wipro Limited 153
14. The Company had recei ved tax demands f rom
the Indian income tax authorities for the financial
years ended March 31, 2001, 2002, 2003 and 2004
aggregating to ` 11,127 million (including interest of
` 1,503 million). The tax demand was primarily on account
of denial of deduction claimed by the Company under
Section 10A of the Income Tax Act 1961, in respect of profts
earned by its undertakings in Software Technology Park at
Bangalore. The appeals fled by the Company for the above
years to the frst appellate authority were allowed in favour
of the Company, thus deleting substantial portion of the
demand raised by the Income tax authorities. On further
appeal fled by the income tax authorities, the second
appellate authority upheld the claim of the Company for
the years ended March 31, 2001, 2002, 2003 and 2004. In
December 2008, the Company received, on similar grounds,
an additional tax demand of ` 5,388 million (including
interest of ` 1,615 million) for the fnancial year ended
March 31, 2005.
The appeal fled before the frst appellate authority against
the said order has been allowed in favour of the Company
thus deleting substantial demand raised by the Income tax
authorities.
During December 2009, the Company received the draft
` 6,757 million (including interest of ` 2,050 million) for the
fnancial year ended March 31, 2006. The Company had fled
its objections against the said demand before the Dispute
Resolution Panel which later issued directions confrming
the position of the assessing ofcer. Subsequently, the
assessing officer passed the final assessment order in
October 2010 raising a tax demand of ` 7,218 million
(including interest of ` 2,510 million). The Company has
fled an appeal against the said order before the tribunal
within the time limit permitted under the statute.
During December 2010, the Company received the draft
` 7,747 million (including interest of ` 2,307 million) for
the fnancial year ended March 31, 2007. The Company
has fled an objection against the said demand before the
Dispute Resolution Panel and the Assessing ofcer within
the time limits permitted under the statute.
Considering the facts and nature of disallowance and
the order of the first appellate authority upholding
Companys claims for earlier years, the Company expects
the fnal outcome of the above disputes in its favour of the
Company and there should not be any material impact on
the fnancial statements.
a material and adverse efect on the results of operations
or the fnancial position of the Company.
15. Provisions
providing sales support services which are accrued at
the time of recognition of revenues and are expected to
be utilized over a period of 1 to 2 year. Other provisions
primarily include provisions for tax related contingencies
and litigations. The timing of cash outfows in respect of
such provision cannot be reasonably determined. The
activity in provision balance is summarized below:
(` in Million)
March 31, 2011
For the year ended
March 31, 2010
Provision
for
Warranty
Others Provision
for
Warranty
Others
Provision at the
beginning of the
year
611 1,763 768 1,387
Additions during
the year
532 149 477 394
Utilised during the
year
(595) (55) (634) (18)
Provision at the
end of the year
548 1,857 611 1,763
16. The computation of equity shares used in calculating basic
and diluted earnings per share is set out below:
March 31,
2011 2010
Wei ghted average equi ty
shares outstanding
2,451,354,673 2,443,920,928
Shares held by a controlled
trust
(14,914,040) (14,884,272)
for computing basic EPS
2,436,440,633 2,429,036,656
Dilutive impact of employee
stock options
12,856,846 16,413,685
for computing diluted EPS
2,449,297,479 2,445,450,341
Net Income considered for
computing diluted EPS (` in
Million)
52,924 46,310
Earnings per share and number of shares outstanding for the
year ended March 31, 2010, has been adjusted for two equity
shares for every three equity shares bonus issue approved by
the shareholders on June 4, 2010.
17. The list of subsidiaries as of March 31, 2011 is as follows:
Incorporation
Wipro Inc. U.S.
Enthink Inc. U.S.
Cygnus Negri Investments Private
Limited
India
(A)
Austria
Wipro Holdings Hungary Korltolt
Felelssg Trsasg
Hungary
Wipro Information Technology Egypt
SAE
Egypt
Limited
U.K.
Wipro Technologies (South Africa)
Proprietary Limited
South Africa
Netherlands BV
Netherland
Wipro Portugal S.A.
(A)
(Formerly
Portugal
Wipro Technologies Limited,
Russia
Russia
Wipro Limited 155
Incorporation
Wipro Infrastructure Engineering AB Sweden
Oy
Finland
(A)
Singapore
Wipro Technocentre (Singapore)
Pte Limited
Singapore
Wipro Networks Pte Limited
(formerly 3D Networks Pte Limited)
Singapore
Planet PSG SDN BHD Malaysia
WMNETSERV INC U.S.
China
As of March 31, 2011, the Company also held 49% of the equity securities of Wipro GE Medical Systems Private Limited that is
accounted for as an equity method investment.
Step Subsidiaries Step Subsidiaries Country of
Incorporation
Wipro Unza Vietnam Co., Limited Vietnam
Wipro Unza (Guangdong) Consumer
Products Limited.
China
Unza Overseas Limited British virgin
islands
Wipro Unza Middle East Limited British virgin
islands
Unza International Limited British virgin
islands
Manufacturing Services Sdn Bhd Malaysia
Shubido Pacifc Sdn Bhd
(a)
Malaysia
New Logic Technologies GmbH Austria
New Logic Technologies SARL France
Wipro Portugal S.A.
SAS Wipro France
France
U.K.
Brazil
Wipro Technologies Gmbh (formerly
Enabler & Retail Consult GmbH)
Germany
Wipro Limited 157
(a) All the above subsidiaries are 100% held by the Company except Shubido Pacifc Sdn Bhd in which the Company holds 62.55%
of the equity securities
The list of controlled trusts are :
Name of entity
Nature
Country of
Incorporation
Wipro Equity Reward Trust Trust India
Wipro Inc Trust Trust USA
The related parties are:
Name of other related parties Nature % of holding Country of
Incorporation
Regal Investment & Trading Company Private Limited Entity controlled by Director
Vidya Investment & Trading Company Private Limited Entity controlled by Director
Napean Trading & Investment Company Private Limited Entity controlled by Director
Azim Premji Chairman and Managing Director
Suresh C Senapaty Chief Financial Ofcer & Director
Suresh Vaswani Jt CEO, IT Business & Director
1
Girish S Paranjpe Jt CEO, IT Business & Director
1
T K Kurien CEO, IT Business & Director
2
Relative of key management personnel
Rishad Premji Relative of the director

1
Upto January 31st 2011

2
w.e.f February 1st,2011
(` in Million)
Transaction / Balances Associates Entities controlled by
Directors
Key Management
Personnel@
2011 2010 2011 2010 2011 2010
Sales of services 5 7 - - - -
Sale of goods 13 - - 1 - -
Dividend payable - - 7,401 6,661 383 344
Others - 33 - - - -
Receivables 7 1 - - - -
Payables - - 7,401 6,663 391 388
@ Including relative of key management personnel.
Remuneration to key management personnel and relative of key
management personnel is summarized below:
(` in Million)
Name For the year ended
March, 31
2011 2010
Azim Premji 28 81
Suresh Senapaty 43 31
Girish Paranjpe 89 20
Suresh Vaswani 102 31
T K Kurien 8 -
Rishad Premji 5 4
19. Estimated amount of contracts remaining to be executed
on capital accounts and contingent liabilities
(` in Million)
2011 2010
Esti mated amount of contracts
remaining to be executed on Capital
account and not provided for
2,071 2,782
Contingent liabilities in respect of:
(a) Disputed demands for excise
duty, custom duty, income tax,
sales tax and other matters
1,472 1,384
(b) Per formance and f i nanci al
guarantee given by the banks on
behalf of the Company
19,841 14,526
resolution of these legal proceedings is not likely to have a
material and adverse efect on the consolidated fnancial
statements of the Company.
The Companys Indian operations have been established as
a Software Technology Park Unit under a plan formulated
by the Government of India. As per the plan, the Companys
India operations have export obligations to the extent of
1.5 times the employee costs for the year on an annual
basis and 5 times the amount of foreign exchange released
for capital goods imported, over a fve year period. The
consequence of not meeting this commitment in the future
would be a retroactive levy of import duties on certain
computer hardware previously imported duty free. As at
March 31, 2011, the Company has met all commitments
required under the plan.
20. The Company is currently organized by business segments,
comprising IT Services, IT Products, Consumer Care and
Lighting and Others. Business segments have been
determined based on system of internal fnancial reporting
to the board of directors and chief executive ofcer and
are considered to be primary segments. The secondary
segment is identifed based on the geographic location
of the customer.
IT Services: The IT Services segment provides IT and
IT enabled services to customers. Key service offering
includes software application development, application
maintenance, research and development services for
hardware and software design, data center outsourcing
services and business process outsourcing services.
IT Products: The IT Products segment sells a range of
Wipro personal desktop computers, Wipro servers and
Wipro notebooks. The Company is also a value added
reseller of desktops, servers, notebooks, storage products,
networking solutions and packaged software for leading
international brands. In certain total outsourcing contracts
of the IT Services segment, the Company delivers hardware,
software products and other related deliverables. Revenue
relating to these items is reported as revenue from the sale
of IT Products.
Consumer care and lighting: The Consumer Care and
Lighting segment manufactures, distributes and sells
personal care products, baby care products, lighting
products and hydrogenated cooking oils in the Indian and
Asian markets.
The Others segment consists of business segments that
do not meet the requirements individually for a reportable
segment as defined in AS 17 Segment Reporting and
includes corporate and treasury.
Segment Revenue, Segment Results, Segment Assets
and Segment Liabilities include the respective amounts
identifable to each of the segment. Segment revenue
resulting from business with other business segments are
on the basis of market determined prices and common
costs are apportioned on a reasonable basis.
Wipro Limited 159
The segment information for the year ended March 31, 2011 is as follows:
(` in Million)
Particulars Year ended March 31,
2011 2010 Variance (%)
Revenues
IT Services 234,760 202,469 16%
IT Products 36,995 38,322 (3%)
Consumer Care and Lighting 28,436 23,774 20%
Others 11,209 7,589
Eliminations (570) (407)
TOTAL 310,830 271,747 14%
Proft before Interest and Tax - PBIT
IT Services 53,457 47,749 12%
IT Products 1,627 1,752 (7%)
Consumer Care and Lighting 3,426 3,100 11%
Others (849) (474)
TOTAL 57,661 52,127 11%
Interest and Other Income, Net 4,687 2,968
Proft before tax 62,348 55,095 13%
Income Tax expense including Fringe Beneft Tax (9,695) (9,163)
Proft before Share in earnings of associates and minority interest 52,653 45,932 15%
Share in earnings of associates 615 563
Minority interest (344) (185)
PROFIT AFTER TAX 52,924 46,310 14%
Operating Margin
IT Services 22.8% 23.6%
IT Products 4.4% 4.6%
Consumer Care and Lighting 12.0% 13.0%
TOTAL 18.6% 19.2%
CAPITAL EMPLOYED AS AT PERIOD END
IT Services and Products 157,141 133,489
Consumer Care and Lighting 22,139 20,003
Others 99,090 91,901
TOTAL 278,370 245,393
CAPITAL EMPLOYED COMPOSITION AS AT PERIOD END
IT Services and Products 56% 54%
Consumer Care and Lighting 8% 8%
Others 36% 38%
TOTAL 100% 100%
RETURN ON AVERAGE CAPITAL EMPLOYED
IT Services and Products 38% 40%
Consumer Care and Lighting 16% 16%
TOTAL 22% 24%
Notes to Segment Report
a) The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with
the AS 17 Segment Reporting issued pursuant to the Companies (Accounting Standard) Rules, 2006 and by The Institute of
Chartered Accountants of India.
b) Segment wise depreciation is as follows:
(` in Million)
2011 2010
IT Services 6,994 6,711
IT Products 65 75
Consumer Care & Lighting 483 444
Others 349 313
7,891 7,543
c) Segment PBIT includes ` 645 million for the year ended March 31, 2011, (2010: ` 558 million) of certain operating other income
/ (loss) which is refected in other income in the proft and loss account.
d) Segment assets and liabilities are as follows:
(` in Million)
Particulars As of March 31, 2011 As of March 31, 2010
Segment Assets Segment Liabilities Segment Assets Segment Liabilities
IT Services and Products 214,287 56,395 189,288 55,085
Consumer Care & Lighting 27,645 5,505 25,098 5,096
Others 127,045 28,098 112,723 20,994
Total 368,977 89,998 327,109 81,175
e) The Company has four geographic segments: India, USA, Europe and Rest of the World. Signifcant portion of the segment
assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below:
(` in Million)
2011 % 2010 %
India 67,234 22 61,897 23
United States of America 129,286 41 119,921 44
Europe 68,159 22 56,780 21
Rest of the world 46,150 15 33,149 12
310,829 100 271,747 100
f ) The Company generally ofers multi-year payment terms in certain total outsourcing contracts. These payment terms primarily
relate to IT hardware, software and certain transformation services in Outsourcing contracts. Corporate Treasury provides
internal fnancing to the business units ofering multi-year payment terms and accordingly such receivables are refected in
Capital Employed of Others. As of March 31, 2011, Capital Employed of Others includes ` 12,255 million (2010: ` 8,516 million)
of such receivables on extended collection terms.
g) For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered
as secondary segments.
Wipro Limited 161
21. Cash and Bank
Details of balances with banks as of March 31, 2011 are as follows:
(` in Million)
Bank Name In Current Account In Deposit Account Total
Wells Fargo Bank 16,943 - 16,943
HSBC Bank 3,997 332 4,329
Citi Bank 1,645 1,201 2,846
HDFC Bank 1,078 490 1,568
Standard Chartered Bank 691 75 766
Bank of America 326 - 326
ING Vysya Bank 309 - 309
Saudi British Bank 211 952 1,163
State Bank of India 117 120 237
Vijaya Bank 20 3,940 3,960
Yes Bank 14 1,000 1,014
Canara Bank - 13,670 13,670
Oriental Bank of Commerce - 3,250 3,250
Corporation Bank 1 2,370 2,371
Axis Bank - 1,570 1,570
Allahabad Bank - 1,320 1,320
Karur Vysya Bank - 920 920
Bank of Maharashtra - 820 820
South Indian Bank - 750 750
Others including cash and cheques on hand 2,275 734 3,009
Total 27,627 33,514 61,141
22. Investments
(a) Investments in Indian money market mutual funds as on March 31, 2011:
(` in Million)
Fund House As of March 31, 2011
ICICI Prudential AMC
Birla Sunlife
Franklin Templeton
6,131
3,883
3,777
IDFC Ltd
TATA
State Bank of India
3,153
2,705
1,699
Kotak Mahindra
UTI AMC
DSP Black Rock
Religare Aegon AMC
JP Morgan AMC
HDFC
1,695
1,065
500
300
150
73
Reliance
Others
67
2
Total 25,200
(b) Investment in Certifcates of Deposit as on March 31, 2011:
(` in Million)
Particulars As of March 31, 2011
Axis Bank
Bank of Baroda
ICICI
Corporation Bank
Bank of India
Kotak Bank
Federal Bank
Union Bank
HDFC Bank
State Bank of india
ING Vyasa Bank
Indian Overseas Bank
State Bank of Hyderabad
State Bank of Patiala
IDBI Bank
2,592
1,166
961
935
233
720
717
713
479
480
488
477
471
465
237
State Bank of Travancore
Andhra Bank
Vijaya Bank
Others
240
242
239
111
Total 11,966
(c) Investment in Commercial Papers as on March 31, 2011:
(` in Million)
IDFC
IL & FS Ltd
L&T Infra Finance
LIC Housing Finance
NABARD
NHB
Sundaram BNP Paribas Housing Finance
1,426
1,891
715
1,800
230
1,116
238
Total 7,416
(d) Investment in Others as on March 31, 2011:
(` in Million)
NCD-CiticorpFinance
NCD-Morgan Stanley
NCD-IDFC Ltd
NCD-LIC
NCD-NHB
NCD-SIDBI
Others
241
481
607
2,263
891
251
97
Total 4,831
23. Corresponding fgures for previous year presented have been regrouped, where necessary, to conform to the current year
classifcation.
Wipro Limited 163

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Wipro Limited 165
Consolidated Financial Statements Under IFRS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Equity holders
Wipro Limited:
We have audited the accompanying consolidated statements of fnancial position of Wipro Limited and subsidiaries (the Company)
as of March 31, 2010 and 2011, and the related consolidated statements of income, comprehensive income, changes in equity and
cash fows for each of the years in the three-year period ended March 31, 2011. These consolidated fnancial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated fnancial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the fnancial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by
management, as well as evaluating the overall fnancial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated fnancial statements referred to above present fairly, in all material respects, the fnancial position
of the Company as of March 31, 2010 and 2011, and the results of their operations and their cash fows for each of the years in
the three-year period ended March 31, 2011, in conformity with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
We have also audited, in accordance with the Standards of the Public Company Accounting Oversight Board (United States), the
Companys internal control over fnancial reporting as of March 31, 2011, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
June 16, 2011 expressed an unqualifed opinion on the efectiveness of the Companys internal control over fnancial reporting.
KPMG
Bangalore, India
June 16, 2011
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(` in millions, except share and per share data, unless otherwise stated)
As at March 31,
Notes 2010 2011 2011
Convenience
Translation into
US $ in millions
(Unaudited) Refer
note 2(iv)
Assets
Goodwill ........................................................................................... 5 53,802 54,818 1,231
Intangible assets ........................................................................... 5 4,011 3,551 80
Property, plant and equipment ............................................... 4 53,458 55,094 1,237
Investment in equity accounted investees ......................... 16 2,345 2,993 67
Derivative assets ........................................................................... 15 1,201 2,984 67
Deferred tax assets ....................................................................... 18 1,686 1,467 33
Non-current tax assets ................................................................ 3,464 9,239 207
Other non-current assets ........................................................... 11 8,784 8,983 202
Total non-current assets ............................................................... 128,751 139,129 3,124
Inventories ...................................................................................... 9 7,926 9,707 218
Trade receivables .......................................................................... 8 50,928 61,627 1,384
Other current assets .................................................................... 11 21,106 19,744 443
Unbilled revenues ........................................................................ 16,708 24,149 542
Available for sale investments.................................................. 7 30,420 49,282 1,106
Current tax assets ......................................................................... 6,596 4,955 111
Derivative assets ........................................................................... 15 2,615 1,709 38
Cash and cash equivalents ........................................................ 10 64,878 61,141 1,373
Total current assets ........................................................................ 201,177 232,314 5,216
TOTAL ASSETS ...................................................................................... 329,928 371,443 8,340
Equity
Share capital ................................................................................... 2,936 4,908 110
Share premium .............................................................................. 29,188 30,124 676
Retained earnings......................................................................... 165,789 203,250 4,563
Share based payment reserve .................................................. 3,140 1,360 31
Other components of equity .................................................... (4,399) 580 13
Shares held by controlled trust ................................................ (542) (542) (12)
Equity attributable to the equity holders of the Company 196,112 239,680 5,381
Non-controlling interest ............................................................. 437 691 16
TOTAL EQUITY .................................................................................... 196,549 240,371 5,397
Liabilities
Loans and borrowings ................................................................ 12 18,107 19,759 444
Derivative liabilities ...................................................................... 15 2,882 2,586 58
Deferred tax liabilities ................................................................. 18 380 301 7
Non-current tax liabilities .......................................................... 3,065 5,021 113
Other non-current liabilities ..................................................... 14 3,233 2,706 61
Provisions ......................................................................................... 14 100 81 2
Total non-current liabilities ......................................................... 27,767 30,454 684
Loans and borrowings and bank overdraft ......................... 12 44,404 33,043 742
Trade payables and accrued expenses ................................. 13 38,748 44,052 989
Unearned revenues ...................................................................... 7,462 6,595 148
Current tax liabilities .................................................................... 4,850 7,340 165
Derivative liabilities ...................................................................... 15 1,375 1,358 30
Other current liabilities ............................................................... 14 6,499 5,906 133
Provisions ......................................................................................... 14 2,274 2,324 52
Total current liabilities .................................................................. 105,612 100,618 2,259
TOTAL LIABILITIES ............................................................................. 133,379 131,072 2,943
TOTAL EQUITY AND LIABILITIES ................................................. 329,928 371,443 8,340
The accompanying notes form an integral part of these consolidated fnancial statements.
Wipro Limited 167
CONSOLIDATED STATEMENTS OF INCOME
Notes 2009 2010 2011 2011
Convenience
Translation
into US $
in millions
(Unaudited)
Refer note 2(iv)
Revenues.................................................................. 21 256,891 271,957 310,542 6,972
Cost of revenues .................................................... 22 (180,215) (186,299) (212,808) (4,778)
Gross proft .................................................................. 76,676 85,658 97,734 2,194
Selling and marketing expenses ..................... 22 (17,313) (18,608) (22,172) (498)
General and administrative expenses ........... 22 (14,510) (14,823) (18,339) (412)
Foreign exchange gains / (losses), net .......... (1,553) (383) 445 10
Results from operating activities ...................... 43,300 51,844 57,668 1,295
Finance expense .................................................. 23 (3,824) (1,324) (1,933) (43)
Finance and other income................................. 24 5,057 4,360 6,652 149
Share of profts of equity accounted ............
investees ..................................................................
16 362 530 648 15
Proft before tax ......................................................... 44,895 55,410 63,035 1,415
Income tax expense ............................................. 18 (6,035) (9,294) (9,714) (218)
Proft for the year ....................................................... 38,860 46,116 53,321 1,197
Attributable to:
Equity holders of the Company ....................... 38,761 45,931 52,977 1,189
Non-controlling interest ..................................... 99 185 344 8
Proft for the year ............................................... 38,860 46,116 53,321 1,197
Earnings per equity share: 25
Basic .......................................................................... 15.99 18.91 21.74 0.49
Diluted ...................................................................... 15.90 18.75 21.61 0.49
Weighted-average number of equity shares used
in computing earnings per equity share:
Basic ........................................................................... 2,423,558,482 2,429,025,243 2,436,440,633 2,436,440,633
Diluted ...................................................................... 2,437,464,403 2,449,658,532 2,451,154,154 2,451,154,154
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Notes 2009 2010 2011 2011
Convenience
Translation
into US $
in millions
(Unaudited)
Refer note
2(iv)
Proft for the year ................................................................... 38,860 46,116 53,321 1,197
Other comprehensive income, net of taxes:
Foreign currency translation diferences:
Translation diference relating to foreign
operations .................................................................
17 8,992 (5,522) 1,222 27
Net change in fair value of hedges of net
investment in foreign operations .....................
17 (7,427) 4,202 20 -
Net change in fair value of cash fow hedges ...... 15, 18 (13,436) 9,841 3,684 83
Net change in fair value of available for sale
investments .....................................................................
7, 18 (320) (50) 29 1
Total other comprehensive income, net of taxes ...... (12,191) 8,471 4,955 111
Total comprehensive income for the year .................... 26,669 54,587 58,276 1,308
Attributable to:
Equity holders of the Company ................................ 26,548 54,447 57,956 1,301
Non-controlling interest .............................................. 121 140 320 7
26,669 54,587 58,276 1,308
Wipro Limited 169
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(` in millions, except share and per share date, unless otherwise stated)
2009 2010 2011 2011
Convenience
Translation into
US $ in millions
(Unaudited) Refer
note 2(iv)
Cash fows from operating activities:
Proft for the year .................................................................................. 38,860 46,116 53,321 1,197
Adjustments to reconcile proft for the year to net cash
generated from operating activities:
Gain on sale of property, plant and equipment................. (28) (43) (131) (3)
Depreciation and amortization ................................................ 6,948 7,831 8,211 184
Exchange (gain) / loss .................................................................. 3,728 (1,462) 1,036 23
Impact of cash fow/net investment hedging activities . (12,196) 6,017 4,389 99
Gain on sale of investments ...................................................... (681) (308) (192) (4)
Share based compensation ....................................................... 1,868 1,302 1,092 25
Income tax expense ..................................................................... 6,035 9,294 9,714 218
Share of profts of equity accounted investees .................. (362) (530) (648) (15)
Dividend and interest (income)/expenses, net .................. (1,331) (2,820) (5,684) (128)
Changes in operating assets and liabilities: ............................
Trade receivables ................................................................... (8,024) (2,150) (10,699) (240)
Unbilled revenues ................................................................. (5,594) (2,600) (7,441) (167)
Inventories ............................................................................... (922) (218) (1,781) (40)
Other assets ............................................................................. (1,663) (2,203) (5,451) (122)
Trade payables and accrued expenses .......................... 12,260 (66) 5,840 131
Unearned revenues .............................................................. 2,465 (1,272) (867) (19)
Other liabilities and provisions ......................................... 1,986 2,024 (979) (22)
Cash generated from operating activities before taxes.......... 43,349 58,912 49,730 1,117
Income taxes paid, net ................................................................ (7,250) (7,914) (9,293) (209)
Net cash generated from operating activities............................ 36,099 50,998 40,437 908
Cash fows from investing activities:
Expenditure on property, plant and equipment and
intangible assets ............................................................................ (16,746) (12,631) (12,211) (274)
Proceeds from sale of property, plant and equipment ... 358 397 521 12
Purchase of available for sale investments .......................... (342,717) (340,891) (474,476) (10,653)
Proceeds from sale of available for sale investments ....... 341,687 325,770 456,894 10,258
Investment in inter-corporate deposits ................................ (3,750) (10,750) (14,290) (321)
Refund of inter-corporate deposits ........................................ - 4,950 20,100 451
Payment for business acquisitions, net of cash acquired .. (6,679) (4,399) (140) (3)
Interest received ............................................................................ 1,398 2,297 3,960 89
Dividend received ......................................................................... 2,266 1,442 2,403 54
Net cash used in investing activities .............................................. (24,183) (33,815) (17,239) (387)
Cash fows from fnancing activities:
Proceeds from issuance of equity shares ............................. 100 6 25 1
Proceeds from issuance of equity shares by a subsidiary... - 60 - -
Repayment of loans and borrowings..................................... (80,251) (55,661) (82,718) (1,857)
Proceeds from loans and borrowings .................................... 86,121 63,011 72,596 1,630
Interest paid on loans and borrowings ................................. (2,400) (1,194) (696) (16)
Payment of cash dividend (including dividend tax .........
thereon) ............................................................................................ (6,829) (6,823) (15,585) (350)
Net cash used in fnancing activities ............................................. (3,259) (601) (26,378) (592)
Net increase / (decrease) in cash and cash equivalents during the
year ............................................................................................................................ 8,657 16,582 (3,180) (71)
Efect of exchange rate changes on cash and cash equivalents ... 663 (1,258) 523 12
Cash and cash equivalents at the beginning of the year ....... 38,912 48,232 63,556 1,427
Cash and cash equivalents at the end of the year (Note 10) ... 48,232 63,556 60,899 1,367
The accompanying notes form an integral part of these consolidated fnancial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(` in millions, except share and per share date, unless otherwise stated)
1. The Company overview:
Wipro Limited (Wipro or the Parent Company), together with
its subsidiaries and equity accounted investees (collectively,
the Company or the Group) is a leading India based provider
of IT Services, including Business Process Outsourcing (BPO)
services, globally. Further, Wipro has other businesses such as
IT Products, Consumer Care and Lighting and Infrastructure
engineering.
Wipro is a public limited company incorporated and domiciled
in India. The address of its registered ofce is Wipro Limited,
Doddakannelli, Sarjapur Road, Bangalore - 560 035, Karnataka,
India. Wipro has its primary listing with Bombay Stock Exchange
and National Stock Exchange in India. The Companys American
Depository Shares representing equity shares are also listed
on the New York Stock Exchange. These consolidated fnancial
statements were authorized for issue by Audit Committee on
June 16, 2011.
2. Basis of preparation of fnancial statements
(i) Statement of compliance:
The consolidated fnancial statements have been prepared in
accordance with International Financial Reporting Standards
and its interpretations (IFRS), as issued by the International
Accounting Standards Board (IASB).
(ii) Basis of preparation
These consolidated fnancial statements have been prepared in
compliance with International Financial Reporting Standards as
issued by the International Accounting Standard Board (IFRS).
Accounting policies have been applied consistently to all periods
presented in these fnancial statements.
The consolidated financial statements correspond to the
classifcation provisions contained in IAS 1(revised), Presentation
of Financial Statements. For clarity, various items are aggregated
in the statements of income and statements of fnancial position.
These items are disaggregated separately in the Notes to
the consolidated fnancial statements, where applicable. The
accounting policies have been consistently applied to all periods
presented in these consolidated fnancial statements.
All amounts included in the consolidated fnancial statements
are reported in millions of Indian rupees (` in millions) except
share and per share data, unless otherwise stated. Due to
rounding of, the numbers presented throughout the document
may not add up precisely to the totals and percentages may not
precisely refect the absolute fgures.
(iii) Basis of measurement
The consolidated fnancial statements have been prepared on a
historical cost convention and on an accrual basis, except for the
following material items that have been measured at fair value
as required by relevant IFRS:-
a. Derivative fnancial instruments; and
b. Available-for-sale fnancial assets;
(iv) Convenience translation (unaudited)
The accompanying consolidated fnancial statements have been
prepared and reported in Indian rupees, the national currency of
India. Solely for the convenience of the readers, the consolidated
fnancial statements as of and for the year ended March 31, 2011,
have been translated into United States dollars at the certifed
foreign exchange rate of $ 1 = ` 44.54, as published by Federal
Reserve Board of New York on March 31, 2011. No representation
is made that the Indian rupee amounts have been, could have
been or could be converted into United States dollars at such a
rate or any other rate.
(v) Use of estimates and judgment
The preparation of the consolidated fnancial statements in
conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may difer from
those estimates.
Estimates and underlying assumptions are reviewed on a
periodic basis. Revisions to accounting estimates are recognized
in the period in which the estimates are revised and in any future
periods afected. In particular, information about signifcant
areas of estimation, uncertainty and critical judgments in
applying accounting policies that have the most signifcant
efect on the amounts recognized in the consolidated fnancial
statements is included in the following notes:
a) Revenue recognition: The Company uses the percentage of
completion method using the input (cost expended) method to
measure progress towards completion in respect of fxed price
contracts. Percentage of completion method accounting relies
on estimates of total expected contract revenue and costs. This
method is followed when reasonably dependable estimates
of the revenues and costs applicable to various elements of
the contract can be made. Key factors that are reviewed in
estimating the future costs to complete include estimates of
future labor costs and productivity efciencies. Because the
fnancial reporting of these contracts depends on estimates
that are assessed continually during the term of these contracts,
recognized revenue and proft are subject to revisions as the
contract progresses to completion. When estimates indicate that
a loss will be incurred, the loss is provided for in the period in
which the loss becomes probable. To date, the Company has not
incurred a material loss on any fxed-price and fxed-timeframe
contract.
Wipro Limited 173
b) Goodwill: Goodwill is tested for impairment at least annually
and when events occur or changes in circumstances indicate that
the recoverable amount of the cash generating unit is less than
its carrying value. The recoverable amount of cash generating
units is determined based on higher of value-in-use and fair
value less cost to sell. The calculation involves use of signifcant
estimates and assumptions which includes revenue growth rates
and operating margins used to calculate projected future cash
fows, risk-adjusted discount rate, future economic and market
conditions.
c) Income taxes: The major tax jurisdictions for the Company
are India and the United States of America. Signifcant judgments
are involved in determining the provision for income taxes
including judgment on whether tax positions are probable of
being sustained in tax assessments. A tax assessment can involve
complex issues, which can only be resolved over extended
time periods. Though, the Company considers all these issues
in estimating income taxes, there could be an unfavorable
resolution of such issues.
d) Deferred taxes: Deferred tax is recorded on temporary
diferences between the tax bases of assets and liabilities and
their carrying amounts, at the rates that have been enacted or
substantively enacted. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable profts
during the periods in which those temporary diferences and tax
loss carry-forwards become deductible. The Company considers
the expected reversal of deferred tax liabilities and projected
future taxable income in making this assessment. The amount of
the deferred income tax assets considered realizable, however,
could be reduced in the near term if estimates of future taxable
income during the carry-forward period are reduced.
e) Business combination: I n accounting for business
combination, judgment is required in identifying whether an
identifable intangible asset is to be recorded separately from
goodwill. Additionally, estimating the acquisition date fair
value of the identifable assets acquired and liabilities assumed
involves management judgment. These measurements are
based on information available at the acquisition date and are
based on expectations and assumptions that have been deemed
reasonable by management. Changes in these judgments,
estimates, and assumptions can materially afect the results of
operations.
f ) Other estimates: The preparation of fnancial statements
involves estimates and assumptions that afect the reported
amount of assets, liabilities, disclosure of contingent liabilities
at the date of fnancial statements and the reported amount of
revenues and expenses for the reporting period. Specifcally, the
Company estimates the uncollectability of accounts receivable by
analyzing historical payment patterns, customer concentrations,
customer credit-worthiness and current economic trends. If
the fnancial condition of a customer deteriorates, additional
allowances may be required. Similarly, the Company provides
for inventory obsolescence, excess inventory and inventories
with carrying values in excess of net realizable value based
on assessment of the future demand, market conditions and
specifc inventory management initiatives. If market conditions
and actual demands are less favorable than the Companys
estimates, additional inventory provisions may be required. In all
cases inventory is carried at the lower of historical cost and net
realizable value. The stock compensation expense is determined
based on the Companys estimate of equity instruments that will
eventually vest.
3. Signifcant accounting policies:
(i) Basis of consolidation:
Subsidiaries
The consolidated fnancial statements incorporate the fnancial
statements of the Parent Company and entities controlled by the
Parent Company (its subsidiaries). Control is achieved where the
Company has the power to govern the fnancial and operating
policies of an entity so as to obtain benefts from its activities.
In assessing control, potential voting rights that currently are
exercisable are taken into account.
All intra-company balances, transactions, income and expenses
including unrealized income or expenses are eliminated in full
on consolidation.
Equity accounted investees
Equity accounted investees are entities in respect of which, the
Company has signifcant infuence, but not control, over the
fnancial and operating policies. Generally, a Company has a
signifcant infuence if it holds between 20 and 50 percent of
the voting power of another entity. Investments in such entities
are accounted for using the equity method (equity accounted
investees) and are initially recognized at cost.
(ii) Functional and presentation currency
Items included in the consolidated fnancial statements of each
of the Companys subsidiaries and equity accounted investees
are measured using the currency of the primary economic
environment in which these entities operate (i.e. the functional
currency). These consolidated financial statements are
presented in Indian Rupee, the national currency of India, which
is the functional currency of Wipro Limited and its domestic
subsidiaries and equity accounted investees.
(iii) Foreign currency transactions and translation
a) Transactions and balances
Transactions in foreign currency are translated into the respective
functional currencies using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation at the exchange rates prevailing at reporting date of
monetary assets and liabilities denominated in foreign currencies
are recognized in the statement of income and reported within
foreign exchange gains/(losses), net within results of operating
activities. Gains/losses relating to translation or settlement
of borrowings denominated in foreign currency are reported
within fnance expense except foreign exchange gains/losses
on short-term borrowings, which are considered as a natural
economic hedge for the foreign currency monetary assets are
classifed and reported within foreign exchange gains/(losses),
net within results from operating activities. Non monetary assets
and liabilities denominated in a foreign currency and measured
at historical cost are translated at the exchange rate prevalent
at the date of transaction.
b) Foreign operations
For the purpose of presenting consolidated fnancial statements,
the assets and liabilities of the Companys foreign operations that
have local functional currency are translated into Indian Rupee
using exchange rates prevailing at the reporting date. Income
and expense items are translated at the average exchange rates
for the period. Exchange diferences arising, if any, are recognized
in other comprehensive income and held in foreign currency
translation reserve (FCTR), a component of equity. When a
foreign operation is disposed of, the relevant amount recognized
in FCTR is transferred to the statement of income as part of the
proft or loss on disposal. Goodwill and fair value adjustments
arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and translated at
the exchange rate prevailing at the reporting date.
c) Others
Foreign currency differences arising on the translation or
settlement of a fnancial liability designated as a hedge of a
net investment in a foreign operation are recognized in other
comprehensive income and presented within equity in the FCTR
to the extent the hedge is efective. To the extent the hedge
is inefective, such diference are recognized in statement of
income. When the hedged part of a net investment is disposed
of, the relevant amount recognized in FCTR is transferred
to the statement of income as part of the proft or loss on
disposal. Foreign currency diferences arising from translation
of intercompany receivables or payables relating to foreign
operations, the settlement of which is neither planned nor likely
in the foreseeable future, are considered to form part of net
investment in foreign operation and are recognized in FCTR.
(iv) Financial Instruments
a) Non-derivative fnancial instruments
Non derivative fnancial instruments consist of:
- fnancial assets, which include cash and cash equivalents,
trade receivables, unbilled revenues, finance lease
receivables, employee and other advances, investments
in equity and debt securities and eligible current and non-
current assets;
- fnancial liabilities, which include long and short-term loans
and borrowings, bank overdrafts, trade payable, eligible
current liabilities and non-current liabilities.
Non derivative fnancial instruments are recognized initially at
fair value including any directly attributable transaction costs.
Financial assets are derecognized when substantial risks and
rewards of ownership of the fnancial asset have been transferred.
In cases where substantial risks and rewards of ownership of the
fnancial assets are neither transferred nor retained, fnancial
assets are derecognized only when the Company has not
retained control over the fnancial asset.
Subsequent to initial recognition, non derivative financial
instruments are measured as described below:
A. Cash and cash equivalents
The Companys cash and cash equivalent consist of cash on
hand and in banks and demand deposits with banks, which
can be withdrawn at anytime, without prior notice or penalty
on the principal.
For the purposes of the cash fow statement, cash and cash
equivalents include cash on hand, in banks and demand deposits
with banks, net of outstanding bank overdrafts that are repayable
on demand and are considered part of the Companys cash
management system.
B. Available-for-sale fnancial assets
The Company has classifed investments in liquid mutual funds,
equity securities, other than equity accounted investees and
certain debt securities (primarily certifcate of deposits with
banks) as available-for-sale fnancial assets. These investments
are measured at fair value and changes therein are recognized
in other comprehensive income and presented within equity.
The impairment losses, if any, are reclassifed from equity into
statement of income. When an available-for-sale fnancial asset
is derecognized, the related cumulative gain or loss in equity is
transferred to statement of income.
C. Others
Other non-derivative fnancial instruments are measured at
amortized cost using the efective interest method, less any
impairment losses.
b) Derivative fnancial instruments
The Company is exposed to foreign currency fuctuations on
foreign currency assets, liabilities, net investment in foreign
operations and forecasted cash fows denominated in foreign
currency.
The Company limits the effect of foreign exchange rate
fuctuations by following established risk management policies
including the use of derivatives. The Company enters into
derivative fnancial instruments where the counterparty is a
bank.
Derivatives are recognized and measured at fair value.
Attributable transaction cost are recognized in statement of
income as cost.
A. Cash fow hedges
Changes in the fair value of the derivative hedging instrument
designated as a cash flow hedge are recognized in other
comprehensive income and held in cash fow hedging reserve,
Wipro Limited 175
a component of equity to the extent that the hedge is efective.
To the extent that the hedge is inefective, changes in fair value
are recognized in the statement of income. If the hedging
instrument no longer meets the criteria for hedge accounting,
expires or is sold, terminated or exercised, then hedge
accounting is discontinued prospectively. The cumulative gain
or loss previously recognized in the cash fow hedging reserve is
transferred to the statement of income upon the occurrence of
the related forecasted transaction. If the forecasted transaction
is no longer expected to occur, such cumulative balance is
immediately recognized in the statement of income.
B. Hedges of net investment in foreign operations
The Company designates derivative financial instruments as
hedges of net investments in foreign operations. The Company has
also designated a combination of foreign currency denominated
borrowings and related cross-currency swaps as a hedge of net
investment in foreign operations. Changes in the fair value of the
derivative hedging instruments and gains/losses on translation
or settlement of foreign currency denominated borrowings
designated as a hedge of net investment in foreign operations are
recognized in other comprehensive income and within equity in
the FCTR to the extent that the hedge is efective.
C. Others
Changes in fair value of foreign currency derivative instruments
not designated as cash fow hedges or hedges of net investment
in foreign operations and the inefective portion of cash fow
hedges are recognized in the statement of income and reported
within foreign exchange gains/(losses), net within results from
operating activities.
Changes in fair value and gains/(losses) on settlement of foreign
currency derivative instruments relating to borrowings, which
have not been designated as hedges are recorded in fnance
expense.
(v) Equity and share capital
a) Share capital and share premium
The Company has only one class of equity shares. The authorized
share capital of the Company is 2,650,000,000 equity shares, par
value ` 2 per share. Par value of the equity shares is recorded as
share capital and the amount received in excess of par value is
classifed as share premium.
Every holder of the equity shares, as refected in the records of the
Company as of the date of the shareholder meeting shall have
one vote in respect of each share held for all matters submitted
to vote in the shareholder meeting.
b) Shares held by controlled trust (Treasury shares):
The Companys equity shares held by the controlled trust, which
is consolidated as a part of the Group are classifed as Treasury
Shares. The Company has 8,930,563 and 14,884,272 treasury
shares as of March 31, 2010 and 2011, respectively. Treasury
shares are recorded at acquisition cost.
c) Retained earnings
Retained earnings comprises of the Companys prior years
undistributed earnings after taxes. A portion of these earnings
amounting to ` 1,144 is not freely available for distribution.
d) Share based payment reserve
The share based payment reserve is used to record the value
of equity-settled share based payment transactions with
employees. The amounts recorded in share based payment
reserve are transferred to share premium upon exercise of stock
options by employees.
e) Cash fow hedging reserve
Changes in fair value of derivative hedging instruments
designated and efective as a cash fow hedge are recognized
in other comprehensive income (net of taxes), and presented
within equity in the cash fow hedging reserve.
f ) Foreign currency translation reserve
The exchange diference arising from the translation of fnancial
statements of foreign subsidiaries, diferences arising from
translation of intercompany receivables or payables relating
to foreign operations, changes in fair value of the derivative
hedging instruments and gains/losses on translation or
settlement of foreign currency denominated borrowings
designated as hedge of net investment in foreign operations
are recognized in other comprehensive income, and presented
within equity in the FCTR.
g) Other reserve
Changes in the fair value of available-for-sale fnancial assets is
recognized in other comprehensive income (net of taxes), and
presented within equity in other reserve.
h) Dividend
A fnal dividend, including tax thereon, on common stock is
recorded as a liability on the date of approval by the shareholders.
An interim dividend, including tax thereon, is recorded as a
liability on the date of declaration by the board of directors.
(vi) Property, plant and equipment:
a) Recognition and measurement
Property, plant and equipment are measured at cost less
accumulated depreciation and impairment losses, if any. Cost
includes expenditures directly attributable to the acquisition
of the asset. Borrowing costs directly attributable to the
construction or production of a qualifying asset are capitalized
as part of the cost.
b) Depreciation
The Company depreciates property, plant and equipment over
the estimated useful life on a straight-line basis from the date
the assets are available for use. Assets acquired under fnance
lease and leasehold improvements are amortized over the
shorter of estimated useful life of the asset or the related lease
term. The estimated useful life of assets are reviewed and where
appropriate are adjusted, annually. The estimated useful lives of
assets for the current and comparative period are as follows:
Category Useful life
Buildings 30 to 60 years
Plant and machinery 2 to 21 years
Computer equipment and software 2 to 6 years
Furniture, fxtures and equipment 3 to 10 years
Vehicles 4 years
When parts of an item of property, plant and equipment
have diferent useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Subsequent expenditure relating to property, plant and
equipment is capitalized only when it is probable that future
economic benefits associated with these will flow to the
Company and the cost of the item can be measured reliably.
Deposits and advances paid towards the acquisition of property,
plant and equipment outstanding as of each reporting date
and the cost of property, plant and equipment not available
for use before such date are disclosed under capital work- in-
progress.
(vii) Business combination, Goodwill and Intangible assets:
Business combinations are accounted for using the purchase
(acquisition) method. The cost of an acquisition is measured
as the fair value of the assets given, equity instruments issued
and liabilities incurred or assumed at the date of exchange. The
cost of acquisition also includes the fair value of any contingent
consideration. Identifable assets acquired and liabilities and
contingent liabilities assumed in a business combination
are measured initially at fair value at the date of acquisition.
Transaction costs incurred in connection with a business
combination are expensed as incurred.
a) Goodwill
The excess of the cost of acquisition over the Companys share in
the fair value of the acquirees identifable assets, liabilities and
contingent liabilities is recognized as goodwill. If the excess is
negative, a bargain purchase gain is recognized immediately in
the statement of income.
b) Intangible assets
Intangible assets acquired separately are measured at cost of
acquisition. Intangible assets acquired in a business combination
are measured at fair value as at the date of acquisition. Following
initial recognition, intangible assets are carried at cost less any
accumulated amortization and impairment losses, if any.
The amortization of an intangible asset with a fnite useful life
refects the manner in which the economic beneft is expected
to be generated and consumed. Intangible assets with indefnite
lives comprising of brands are not amortized, but instead
tested for impairment at least annually and written down to the
recoverable amount as required.
The estimated useful life of fnite useful life intangibles are
reviewed and where appropriate are adjusted, annually. The
estimated useful lives of the amortizable intangible assets for
the current and comparative periods are as follows:
Category Useful life
Customer-related intangibles 2 to 11 years
Marketing related intangibles 20 to 30 years
(viii) Leases
a) Arrangements where the Company is the lessee
Leases of property, plant and equipment, where the Company
assumes substantially all the risks and rewards of ownership are
classifed as fnance leases. Finance leases are capitalized at the
lower of the fair value of the leased property and the present
value of the minimum lease payments. Lease payments are
apportioned between the fnance charge and the outstanding
liability. The fnance charge is allocated to periods during the
lease term at a constant periodic rate of interest on the remaining
balance of the liability.
Leases where the lessor retains substantially all the risks and
rewards of ownership are classifed as operating leases. Payments
made under operating leases are recognized in the statement of
income on a straight-line basis over the lease term.
b) Arrangements where the Company is the lessor
from the sale of products given under finance leases. The
Company records gross fnance receivables, unearned income
and the estimated residual value of the leased equipment on
consummation of such leases. Unearned income represents the
excess of the gross fnance lease receivable plus the estimated
residual value over the sales price of the equipment. The
Company recognises unearned income as fnancing revenue
over the lease term using the efective interest method.
(ix) Inventories
value, including necessary provision for obsolescence. Cost is
determined using the weighted average method.
(x) Impairment
a) Financial assets:
The Company assesses at each reporting date whether there
is any objective evidence that a fnancial asset or a group of
fnancial assets is impaired. If any such indication exists, the
Company estimates the amount of impairment loss.
A. Loans and receivables
Impairment losses on trade and other receivables are recognized
using separate allowance accounts. Refer Note 2 (v) for further
information regarding the determination of impairment.
Wipro Limited 177
B. Available for sale fnancial asset
When the fair value of available-for-sale fnancial assets declines
below acquisition cost and there is objective evidence that the
asset is impaired, the cumulative loss that has been recognized
in other comprehensive income, a component of equity in other
reserve is transferred to the statement of income. An impairment
loss may be reversed in subsequent periods, if the indicators for
the impairment no longer exist. Such reversals are recognized
in other comprehensive income.
b) Non fnancial assets
The Company assesses long-lived assets, such as property,
plant, equipment and acquired intangible assets for impairment
whenever events or changes in circumstances indicate that
the carrying amount of an asset or group of assets may not
be recoverable. If any such indication exists, the Company
estimates the recoverable amount of the asset. The recoverable
amount of an asset or cash generating unit is the higher of its
fair value less cost to sell (FVLCTS) and its value-in-use (VIU). If
the recoverable amount of the asset or the recoverable amount
of the cash generating unit to which the asset belongs is less
than its carrying amount, the carrying amount is reduced to its
recoverable amount. The reduction is treated as an impairment
loss and is recognized in the statement of income. If at the
reporting date there is an indication that a previously assessed
impairment loss no longer exists, the recoverable amount is
reassessed and the impairment losses previously recognized
are reversed such that the asset is recognized at its recoverable
amount but not exceeding written down value which would
have been reported if the impairment losses had not been
recognized initially.
Intangible assets with indefnite lives comprising of brands
are not amortized, but instead tested for impairment at least
annually at the same time and written down to the recoverable
amount as required.
Goodwill is tested for impairment at least annually at the same
time and when events occur or changes in circumstances
indicate that the recoverable amount of the cash generating
unit is less than its carrying value. The goodwill impairment test
is performed at the level of cash-generating unit or groups of
cash-generating units which represent the lowest level at which
goodwill is monitored for internal management purposes. An
impairment in respect of goodwill is not reversed.
(xi) Employee Beneft
a) Post-employment and pension plans
The Group participates in various employee benefit plans.
Pensions and other post-employment benefts are classifed as
either defned contribution plans or defned beneft plans. Under
a defned contribution plan, the Companys only obligation
is to pay a fixed amount with no obligation to pay further
contributions if the fund does not hold sufcient assets to pay
all employee benefts. The related actuarial and investment risks
fall on the employee. The expenditure for defned contribution
plans is recognized as expense during the period when the
employee provides service. Under a defned beneft plan, it is
the Companys obligation to provide agreed benefts to the
employees. The related actuarial and investment risks fall on the
Company. The present value of the defned beneft obligations
is calculated using the projected unit credit method.
The company has the following employee beneft plans:
A. Provident fund
Employees receive benefts from a provident fund. The employer
and employees each make periodic contributions to the plan. A
portion of the contribution is made to the approved provident
fund trust managed by the Company; while the remainder of the
contribution is made to the government administered pension
fund. The Company is generally liable for any shortfall in the
fund assets based on the government specifed minimum rates
of return or pension and recognizes such shortfall, if any, as an
expense in the year it is incurred.
B. Superannuation
Superannuation plan, a defined contribution scheme is
administered by Life Insurance Corporation of India and ICICI
Prudential Insurance Company Limited. The Company makes
annual contributions based on a specifed percentage of each
eligible employees salary.
C. Gratuity
employees, at retirement or termination of employment based
on the last drawn salary and years of employment with the
Company. The gratuity fund is managed by the Life Insurance
Corporation of India (LIC), HDFC Standard Life, TATA AIG and
Birla Sun-life. The Companys obligation in respect of the gratuity
plan, which is a defned beneft plan, is provided for based on
actuarial valuation using the projected unit credit method. The
Company recognizes actuarial gains and losses immediately in
the statement of income.
b) Termination benefts
Termination benefits are recognized as an expense when
the Company is demonstrably committed, without realistic
possibility of withdrawal, to a formal detailed plan to terminate
employment before the normal retirement date, or to provide
termination beneft as a result of an ofer made to encourage
voluntary redundancy.
c) Short-term benefts
Short-term employee beneft obligations are measured on an
undiscounted basis and are recorded as expense as the related
service is provided. A liability is recognized for the amount
expected to be paid under short-term cash bonus or proft-
sharing plans, if the Company has a present legal or constructive
obligation to pay this amount as a result of past service provided
by the employee and the obligation can be estimated reliably.
d) Compensated absences
absences. The employees can carry forward a portion of the
unutilised accumulating compensated absences and utilise it
in future periods or receive cash at retirement or termination
of employment. The Company records an obligation for
compensated absences in the period in which the employee
renders the services that increases this entitlement. The Company
measures the expected cost of compensated absences as the
additional amount that the Company expects to pay as a result
of the unused entitlement that has accumulated at the end of
the reporting period. The Company recognizes accumulated
compensated absences based on actuarial valuation. Non-
accumulating compensated absences are recognized in the period
in which the absences occur. The Company recognizes actuarial
gains and losses immediately in the statement of income.
(xii) Share based payment transaction
Employees of the Company receive remuneration in the form of
equity settled instruments, for rendering services over a defned
vesting period. Equity instruments granted are measured
by reference to the fair value of the instrument at the date
of grant. In cases, where equity instruments are granted at a
nominal exercise price, the intrinsic value on the date of grant
approximates the fair value. The expense is recognized in the
statement of income with a corresponding increase to the share
based payment reserve, a component of equity.
The equity instruments generally vest in a graded manner over
the vesting period. The fair value determined at the grant date is
expensed over the vesting period of the respective tranches of
such grants (accelerated amortization). The stock compensation
expense is determined based on the Companys estimate of
equity instruments that will eventually vest.
(xiii) Provisions
Provisions are recognized when the Company has a present
obligation (legal or constructive) as a result of a past event, it is
probable that an outfow of economic benefts will be required
to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
The amount recognized as a provision is the best estimate of
the consideration required to settle the present obligation at
the end of the reporting period, taking into account the risks
and uncertainties surrounding the obligation.
When some or all of the economic benefts required to settle a
provision are expected to be recovered from a third party, the
receivable is recognized as an asset, if it is virtually certain that
reimbursement will be received and the amount of the receivable
can be measured reliably.
Provisions for onerous contracts are recognized when the
expected benefts to be derived by the Group from a contract
are lower than the unavoidable costs of meeting the future
obligations under the contract. Provisions for onerous contracts
are measured at the present value of lower of the expected
net cost of fulfilling the contract and the expected cost of
terminating the contract.
(xiv) Revenue
The Company derives revenue primarily from software
development and related services, BPO services, sale of IT and
other products.
a) Services
The Company recognizes revenue when the signifcant terms of
the arrangement are enforceable, services have been delivered
and the collectability is reasonably assured. The method for
recognizing revenues and costs depends on the nature of the
services rendered:
Revenues and costs relating to time and materials contracts are
recognized as the related services are rendered.
Revenues from fixed-price contracts, including systems
development and integration contracts are recognized using
the percentage-of-completion method. Percentage of
completion is determined based on project costs incurred to
date as a percentage of total estimated project costs required
to complete the project. The cost expended (or input) method
has been used to measure progress towards completion as
there is a direct relationship between input and productivity.
If the Company does not have a sufcient basis to measure
the progress of completion or to estimate the total contract
revenues and costs, revenue is recognized only to the extent
of contract cost incurred for which recoverability is probable.
When total cost estimates exceed revenues in an arrangement,
the estimated losses are recognized in the statement of income
in the period in which such losses become probable based on
the current contract estimates.
Unbilled revenues represent cost and earnings in excess of
billings as at the end of the reporting period. Unearned revenues
represent billing in excess of revenue recognized. Advance
payments received from customers for which no services are
rendered are presented as Advance from customers.
C. Maintenance contracts
Revenue from maintenance contracts is recognized ratably over
the period of the contract using the percentage of completion
method. When services are performed through an indefnite
number of repetitive acts over a specified period of time,
revenue is recognized on a straight line basis over the specifed
period under some other method better represents the stage
of completion.
b) Products
Revenue from products are recognized when the signifcant
risks and rewards of ownership have transferred to the buyer,
Wipro Limited 179
continuing managerial involvement usually associated with
ownership and efective control have ceased, the amount of
revenue can be measured reliably, it is probable that economic
benefts associated with the transaction will fow to the Company
and the costs incurred or to be incurred in respect of the
transaction can be measured reliably.
c) Multiple element arrangements
Revenue from contracts with multiple-element arrangements
are recognized using the guidance in IAS 18, Revenue. The
Company allocates the arrangement consideration to separately
identifiable components based on their relative fair values
or on the residual method. Fair values are determined based
on sale prices for the components when it is regularly sold
separately, third-party prices for similar components or cost
plus, an appropriate business-specifc proft margin related to
the relevant component.
d) Others
The Company accounts for volume discounts and pricing
incentives to customers by reducing the amount of revenue
recognized at the time of sale.
Revenues are shown net of sales tax, value added tax, service
tax and applicable discounts and allowances. Revenue includes
excise duty.
The Company accrues the estimated cost of warranties at the
time when the revenue is recognized. The accruals are based
on the Companys historical experience of material usage and
service delivery costs.
(xv) Finance expense
Finance expense comprise interest cost on borrowings,
impairment losses recognized on fnancial assets, gains / losses
on translation or settlement of foreign currency borrowings and
changes in fair value and gains / losses on settlement of related
derivative instruments except foreign exchange gains/(losses),
net on short-term borrowings which are considered as a natural
economic hedge for the foreign currency monetary assets which
are classifed as foreign exchange gains/(losses), net within
results from operating activities. Borrowing costs that are not
directly attributable to a qualifying asset are recognized in the
statement of income using the efective interest method.
(xvi) Finance and other income
Finance and other income comprises interest income on deposits,
dividend income and gains / losses on disposal of available-for-
sale fnancial assets. Interest income is recognized using the
efective interest method. Dividend income is recognized when
the right to receive payment is established.
(xvii) Income tax
Income tax comprises current and deferred tax. Income tax
expense is recognized in the statement of income except to
the extent it relates to a business combination, or items directly
recognized in equity or in other comprehensive income.
a) Current income tax
Current income tax for the current and prior periods are
measured at the amount expected to be recovered from or
paid to the taxation authorities based on the taxable income
for the period. The tax rates and tax laws used to compute the
current tax amount are those that are enacted or substantively
enacted by the reporting date and applicable for the period. The
Company ofsets current tax assets and current tax liabilities,
where it has a legally enforceable right to set of the recognized
amounts and where it intends either to settle on a net basis, or
to realize the asset and liability simultaneously.
b) Deferred income tax
Deferred income tax is recognized using the balance sheet
approach. Deferred income tax assets and liabilities are
recognized for deductible and taxable temporary diferences
arising between the tax base of assets and liabilities and
their carrying amount in fnancial statements, except when
the deferred income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a
business combination and afects neither accounting nor taxable
profts or loss at the time of the transaction.
Deferred income tax asset are recognized to the extent that it
is probable that taxable proft will be available against which
the deductible temporary diferences, and the carry forward of
unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable
temporary diferences except in respect of taxable temporary
differences associated with investments in subsidiaries,
associates and foreign branches where the timing of the reversal
of the temporary diference can be controlled and it is probable
that the temporary diference will not reverse in the foreseeable
future.
The carrying amount of deferred income tax assets is reviewed at
each reporting date and reduced to the extent that it is no longer
probable that sufcient taxable proft will be available to allow
all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply in the period when the asset
is realized or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
reporting date.
(xviii) Earnings per share
Basic earnings per share is computed using the weighted average
number of equity shares outstanding during the period adjusted
for treasury shares held. Diluted earnings per share is computed
using the weighted-average number of equity and dilutive
equivalent shares outstanding during the period, using the
treasury stock method for options and warrants, except where
the results would be anti-dilutive.
New Accounting standards adopted by the Company:
The Company adopted IFRS 3, Business Combinations (IFRS
3,( 2008)) and IAS 27, Consolidated and Separate Financial
Statements (IAS 27, (2008)) effective April 1, 2010. The
revisions result in several changes in the accounting for business
combinations. Major changes relate to the measurement of non-
controlling interests, the accounting for business combinations
achieved in stages as well as the treatment of contingent
consideration and acquisition-related costs. Based on the new
standard, non- controlling interests may be measured at their
fair value (full-goodwill-methodology) or at the proportional
fair value of assets acquired and liabilities assumed. In respect of
business combinations achieved in stages, any previously held
equity interest in the acquiree is re-measured to its acquisition
date fair value. Any changes to contingent consideration
classifed as a liability at the acquisition date are recognized in
the statement of income. Acquisition-related costs are expensed
in the period incurred. Adoption of IFRS 3 (2008) and IAS 27,
(2008), did not have a material efect on these consolidated
fnancial statements.
The Company adopted an amendment to IAS 39, Financial
Instruments: Recognition and Measurement: Eligible Hedged
Items (amendment to IAS 39) efective April 1, 2010. The
amendment addresses the designation of a one-sided risk in a
hedged item in particular situations. The amendment applies to
hedging relationships within the scope of IAS 39. Adoption of this
amendment did not have a material efect on these consolidated
New Accounting standards not yet adopted by the Company:
In November 2009, the IASB issued an amendment to IAS 24
(revised 2009) Related Party Disclosures (IAS 24). The purpose
of the revision is to simplify the defnition of a related party,
clarifying its intended meaning and eliminating inconsistencies
from the definition. The revision is effective for fiscal years
beginning on or after January 1, 2011. Earlier application
is permitted. The Company is evaluating the impact, these
amendments will have on the Companys consolidated fnancial
statements.
In November 2009, the IASB issued IFRS 9 Financial Instruments
on the classifcation and measurement of fnancial assets. The
new standard represents the frst part of a three-part project
to replace IAS 39 Financial Instruments: Recognition and
Measurement (IAS 39) with IFRS 9 Financial Instruments (IFRS 9).
IFRS 9 uses a single approach to determine whether a fnancial
asset is measured at amortized cost or fair value, replacing the
many diferent rules in IAS 39. The approach in IFRS 9 is based
on how an entity manages its fnancial instruments (its business
model) and the contractual cash fow characteristics of the
fnancial assets. IFRS 9 is efective for fscal years beginning on
or after January 1, 2013. Earlier application is permitted. The
Company is evaluating the impact, these amendments will have
on the Companys consolidated fnancial statements.
In October 2010, the IASB issued an amendment to IFRS 7
Disclosures Transfers of fnancial assets. The purpose of the
amendment is to enhance the existing disclosures in IFRS 7 when
an asset is transferred but is not derecognized and introduce
new disclosures for assets that are derecognized but the entity
continues to have a continuing exposure to the asset after the
sale. The amendment is efective for fscal years beginning on or
after July 1, 2011. Earlier application is permitted. The Company
is evaluating the impact, these amendment will have on the
Companys consolidated fnancial statements.
In May 2010, the IASB issued Improvements to IFRSs (2010
Improvements) a collection of eleven amendments to
six International Financial Reporting Standards and to one
interpretation as part of its program of annual improvements
to its standards, which is intended to make necessary, but non-
urgent, amendments to standards that will not be included
as part of another major project. The amendments resulting
from this standard are mainly applicable to the Company from
fscal year beginning on or after January 1, 2011. The Company
is evaluating the impact, these amendments will have on the
Companys consolidated fnancial statements.
Wipro Limited 181
4. Property, plant and equipment
Land Buildings Plant and
machinery*
Furniture
fxtures and
equipment
Vehicles Total
Gross carrying value:
As at April 1, 2009 ` 2,740 ` 15,384 ` 41,623 ` 8,113 ` 2,853 ` 70,713
Translation adjustment (6) (130) (1,126) (49) (4) (1,315)
Additions 60 4,160 6,744 1,959 459 13,382
Acquisition through business combination - - 6 9 2 17
Disposal / adjustments - (55) (590) (177) (381) (1,203)
As at March 31, 2010 ` 2,794 ` 19,359 ` 46,657 ` 9,855 ` 2,929 ` 81,594
Accumulated depreciation/impairment:
As at April 1, 2009 ` - ` 1,631 ` 26,728 ` 4,539 ` 1,748 ` 34,646
Translation adjustment - (58) (716) (30) 7 (797)
Depreciation - 426 5,329 1,106 512 7,373
Disposal / adjustments - (1) (346) (118) (263) (728)
As at March 31, 2010 ` - ` 1,998 ` 30,995 ` 5,497 ` 2,004 ` 40,494
Capital work-in-progress 12,358
Net carrying value as at March 31, 2010 ` 53,458
As at April 1, 2010 ` 2,794 ` 19,359 ` 46,657 ` 9,855 ` 2,929 ` 81,594
Translation adjustment 17 117 337 68 11 550
Additions 943 3,533 8,360 1,692 117 14,645
Disposal / adjustments - (41) (1,145) (591) (458) (2,235)
As at March 31, 2011 ` 3,754 ` 22,968 ` 54,209 ` 11,024 ` 2,599 ` 94,554
Accumulated depreciation/impairment:
As at April 1, 2010 ` - ` 1,998 ` 30,995 ` 5,497 ` 2,004 ` 40,494
Translation adjustment - 50 231 45 14 340
Depreciation - 493 5,500 1,271 455 7,719
Disposal / adjustments - (39) (1,077) (375) (354) (1,845)
As at March 31, 2011 ` - ` 2,502 ` 35,649 ` 6,438 ` 2,119 ` 46,708
Capital work-in-progress 7,248
Net carrying value as at March 31, 2011 ` 55,094
*Including net carrying value of computer equipment and software amounting to ` 2,928 and ` 4,397 as at March 31, 2010 and
2011, respectively.
Interest capitalized by the Company was ` 95 and ` 66 for
the year ended March 31, 2010 and 2011, respectively. The
capitalization rate used to determine the amount of borrowing
cost capitalized for the year ended March 31, 2010 and 2011 are
4.32% and 4.23%, respectively.
5. Goodwill and Intangible assets
The movement in goodwill balance is given below
2010 2011
Balance at the beginning of the year ` 56,143 ` 53,802
Translation adjustment (4,917) 962
Acquisition through business
combination, net
2,576 54
Balance at the end of the year ` 53,802 ` 54,818
The Company has recognized additional goodwill on account of
earn-out consideration (contingent consideration) amounting
to ` 1,624 and ` 54 during the year ended March 31, 2010 and
2011, respectively.
Goodwill as at March 31, 2010 and 2011 has been allocated to
the following reportable segments:
Segment As at March 31,
2010 2011
IT Services ` 39,056 ` 39,098
IT Products 476 472
Consumer Care and Lighting 12,670 13,475
Others 1,600 1,773
Total ` 53,802 ` 54,818
The goodwill held in the Infocrossing, Healthcare and Unza cash
generating units (CGU) are considered signifcant in comparison
to the total carrying amount of goodwill as at March 31, 2011.
The goodwill held in these CGUs are as follows:
CGUs As at March 31, 2011
Infocrossing ` 11,592
Healthcare 9,959
Unza 12,492
The movement in intangible assets is given below:
Intangible assets
Customer related Marketing related Total
As at April 1, 2009 ` 1,629 ` 2,911 ` 4,540
Translation Adjustment (19) (174) (193)
Acquisition through business combination 322 691 1,013
Additions - 36 36
As at March 31, 2010 ` 1,932 ` 3,464 ` 5,396
Accumulated amortization and impairment:
As at April 1, 2009 ` 91 ` 956 ` 1,047
Translation adjustment - (48) (48)
Amortization 301 85 386
As at March 31, 2010 ` 392 ` 993 ` 1,385
Net carrying value as at March 31, 2010 ` 1,540 ` 2,471 ` 4,011
As at April 1, 2010 ` 1,932 ` 3,464 ` 5,396
Translation adjustment 11 (105) (94)
Additions - 36 36
As at March 31, 2011 ` 1,943 ` 3,395 ` 5,338
Accumulated amortization and impairment:
As at April 1, 2010 ` 392 ` 993 ` 1,385
Translation adjustment - (48) (48)
Amortization 341 109 450
As at March 31, 2011 ` 733 ` 1,054 ` 1,787
Net carrying value as at March 31, 2011 ` 1,210 ` 2,341 ` 3,551
Net carrying value of marketing-related intangibles includes
indefnite life intangible assets (brands and trade-marks) of
` 691 and ` 660 as of March 31, 2010 and 2011, respectively.
The assessment of marketing-related intangibles (brands
and trade-marks) that have an indefnite life were based on
a number of factors, including the competitive environment,
market share, brand history, product life cycles, operating plan
and macroeconomic environment of the geographies in which
these brands operate.
Amortization expense on intangible assets is included in selling
and marketing expenses in the statement of income.
As of March 31, 2011, the estimated remaining amortization
period for customer-related intangibles acquired on acquisition
of Citi Technology Services Limited is approximately 3.75 years
and the estimated remaining amortization period for customer-
related intangibles acquired on acquisition of Lornamead is
approximately 9 years.
Goodwill and Indefinite life intangible were tested for
impairment annually in accordance with the Companys
procedure for determining the recoverable value of such assets.
For the purpose of impairment testing, goodwill is allocated to
a CGU representing the lowest level within the Group at which
goodwill is monitored for internal management purposes,
and which is not higher than the Groups operating segment.
The useful life of the trademark and brand in respect of the
acquired Wipro Yardley FZE (Formerly known as Lornamead
FZE) and Wipro Yardley Consumer Care Private Limited (Formerly
known as Lornamead Personal Care Private Limited) has been
determined to be indefnite life intangible assets. For the purpose
of impairment testing, indefnite life intangible are allocated to
the Yardley businesses. The recoverable amount of the CGU is
the higher of its FVLCTS and its VIU. The FVLCTS of the CGU is
determined based on the market capitalization approach, using
the turnover and earnings multiples derived from observed
market data. The VIU is determined based on discounted cash
fow projections. Key assumptions on which the Company has
based its determination of VIUs include:
a) Estimated cash flows for five years based on formal/
approved internal management budgets with extrapolation for
the remaining period, wherever such budgets were shorter than
5 years period.
b) Terminal value arrived by extrapolating last forecasted year
cash fows to perpetuity using long-term growth rates: [2.5%-6%].
These long-term growth rates takes into consideration external
macroeconomic sources of data. Such long-term growth rate
considered does not exceed that of the relevant business and
industry sector.
Wipro Limited 183
c) The discount rates used are based on the Companys
weighted average cost of capital as an approximation of the
weighted average cost of capital of a comparable market
participant, which are adjusted for specific country risks
[10%-17%].
d) Value-in-use is calculated using after tax assumptions. The
use of after tax assumptions does not result in a value-in-use that
is materially diferent from the value-in-use that would result if
the calculation was performed using before tax assumptions.
The after tax discount rate used ranges from [10% - 17%]. The
before tax discount rate is determined based on the value-in-use
derived from the use of after tax assumptions, and ranges from
[12.3% - 19.5%].
Based on the above, no impairment was identifed as of March
31, 2011 as the recoverable value of the CGUs exceeded the
carrying value. Further, none of the CGUs tested for impairment
as of March 31, 2011 were at risk of impairment. An analysis of
the calculations sensitivity to a change in the key parameters
(Revenue growth, operating margin, discount rate and long-term
growth rate) based on reasonably probable assumptions, did not
identify any probable scenarios where the CGUs recoverable
amount would fall below its carrying amount.
6. Business combination
Science Applications International Corporation:
On April 1, 2011, the Company entered into a defnitive agreement to acquire the global oil and gas information technology practice
of the Commercial Business Services Business Unit of Science Applications International Corporation (SAIC). SAICs global oil
and gas practice provides consulting, system integration and outsourcing services to global oil majors with signifcant domain
capabilities in the areas of digital oil feld, petro-technical data management and petroleum application services, addressing the
upstream segment. The business unit was acquired for cash consideration of approximately US$ 150 million. The Company believes
that the acquisition will further strengthen Wipros presence in the Energy, Natural resources & Utilities domain.
The acquisition was completed on June 10, 2011(acquisition date), after receipt of regulatory approvals. The Company is in the
process of allocating the purchase consideration to identifable assets and liabilities and therefore it is impracticable to provide
the other disclosures as required under IFRS 3, (2008) Business Combinations as of the date of fling of this Form 20-F for the year
ended March 31, 2011.
A summary of the acquisitions completed during the years ended March 31, 2009 and 2010 is given below
Name of entity and efective date
of acquisition
Nature of business Managements assessment of business
rationale
Citi Technology Services Limited
(Subsequently renamed as Wipro
Technology Services Limited
WTS)
(January 2009)
India based provider of information
technology services and solutions to Citi
Group worldwide
Enhance Companys capabilities to address
Technology Infrastructure Services ( TIS) and
Application Development and Maintenance
Services (ADM) in the fnancial services industry.
Lornamead
(December 2009)
Operates in the personal care category
marketing fragrance products, bath
and shower products and skin care
products
Enhance Companys strong brand portfolio of
personal care products.
The total purchase price has been allocated to the acquired assets and liabilities as follows:
Name of entity Purchase
consideration
including earn-outs
Net assets Deferred tax
liabilities
Intangible
assets
Goodwill
WTS ` 6,205 ` 1,672 ` (461) ` 1,413 ` 3,581
Lornamead 2,340 308 - 1,013 1,019
Total ` 8,545 ` 1,980 ` (461) ` 2,426 ` 4,600
As at March 31,
2010 2011
Trade receivables ` 53,255 ` 64,221
Allowance for doubtful accounts
receivable
(2,327) (2,594)
` 50,928 ` 61,627
The activity in the allowance for doubtful accounts receivable
is given below:
2010 2011
Balance at the beginning of the
year
` 1,919 ` 2,327
Additions during the year, net 566 399
Uncollectable receivables charged
against allowance (158)

(132)
Balance at the end of the year ` 2,327 ` 2,594
9. Inventories
Inventories consist of the following:
As at March 31,
2010 2011
Stores and spare parts ` 1,001 ` 1,125
Raw materials and components 2,212 3,217
Work in progress 776 1,109
` 7,926 ` 9,707
10. Cash and cash equivalents
Cash and cash equivalents as of March 31, 2009, 2010 and 2011
consist of cash and balances on deposit with banks. Cash and
cash equivalents consist of the following:
As at March 31,
2009 2010 2011
Cash and bank balances ` 22,944 ` 24,155 ` 27,628
Demand deposits with
banks
(1)

26,173

40,723

33,513
` 49,117 ` 64,878 ` 61,141
(1)
These deposits can be withdrawn by the Company at any time
without prior notice and without any penalty on the principal.
Cash and cash equivalent consists of the following for the
purpose of the cash fow statement:
As at March 31,
2009 2010 2011
Cash and cash equivalents
(as per above)
` 49,117 ` 64,878 ` 61,141
Bank overdrafts (885) (1,322) (242)
` 48,232 ` 63,556 ` 60,899
11. Other assets
As at March 31,
2010 2011
Current
Interest bearing deposits with
corporates
(1)
` 10,050 ` 4,240
Prepaid expenses 2,923 4,620
Due from ofcers and employees 1,244 1,110
Finance lease receivables 632 2,411
Advance to suppliers 1,194 1,407
Deferred contract costs 943 1,503
Interest receivable 822 393
Deposits 1,057 603
Balance with excise and customs 917 1,570
Non-convertible debentures 155 815
Others 1,169 1,072
` 21,106 ` 19,744
Non-current
Prepaid expenses including rentals
for leasehold land
` 3,059 ` 2,423
Deposits 724 1,680
Non-convertible debentures 1,159 -
Others 32 41
` 8,784 ` 8,983
Total ` 29,890 ` 28,727
(1)
Such deposits earn a fxed rate of interest and will be liquidated
within 12 months.
7. Available for sale investments
Available for sale investments consists of the following:
As at March 31, 2010 As at March 31, 2011
Cost Gross gain
recognized
directly in
equity
Gross loss
recognized
directly in
equity
Fair Value Cost Gross gain
recognized
directly in
equity
Gross loss
recognized
directly in
equity
Fair Value
Investment in liquid and short-
term mutual funds and others
` 19,279 ` 52 ` (4) ` 19,327 ` 37,013 ` 126 ` (49) ` 37,090
Certifcate of deposits 11,088 5 - 11,093 12,189 17 (14) 12,192
Total ` 30,367 ` 57 ` (4) ` 30,420 ` 49,202 ` 143 ` (63) ` 49,282
8. Trade receivables
Wipro Limited 185
Finance lease receivables:
Finance lease receivables consist of assets that are leased to customers, with lease payments due in monthly, quarterly or semi-
annual installments for periods ranging from 3 to 5 years. Details of fnance lease receivables are given below:
Minimum lease payment Present value of minimum
lease payment
As at March 31, As at March 31,
2010 2011 2010 2011
Not later than one year ` 774 ` 2,523 ` 608 ` 2,350
Later than one year but not later than fve years 4,652 6,129 3,675 4,723
Unguaranteed residual values 190 199 159 177
Gross investment in lease 5,616 8,851 - -
Less: Unearned fnance income (1,174) (1,601) - -
Present value of minimum lease payment receivable ` 4,442 ` 7,250 ` 4,442 ` 7,250
Included in the fnancial statements as follows:
Current fnance lease receivables ` 632 ` 2,411
Non-current fnance lease receivables 3,810 4,839
12. Loans and borrowings
Short-term loans and borrowings
The Company had short-term borrowings including bank
overdrafts amounting to ` 43,836 and ` 31,694 as at March
31, 2010 and 2011, respectively. Short-term borrowings from
banks as of March 31, 2011 primarily consist of lines of credit
of approximately ` 22,177, US$ 939 million, SEK 85 million,
SAR 90 million, Euro 20 million, GBP 21 million, IDR (Indonesian
Rupee) 5,005 million, MYR (Malaysian Ringgit) 25 million and RM
(Chinese Yuan) 28 million from bankers primarily for working
capital requirements. As of March 31, 2011, the Company has
unutilized lines of credit aggregating ` 16,584, US$ 393 million,
SEK 66 million, SAR 90 million, GBP 21 million, IDR 5,005 million,
and MYR 25 million, respectively. To utilize these unused
lines of credit, the Company requires consent of the lender
and compliance with certain fnancial covenants. Signifcant
portion of these lines of credit are revolving credit facilities and
foating rate foreign currency loans, renewable on a periodic
basis. Signifcant portion of these facilities bear foating rates of
interest, referenced to LIBOR and a spread, determined based
on market conditions.
The Company has non-fund based revolving credit facilities
in various currencies equivalent to ` 25,497 for operational
requirements that can be used for the issuance of letters of
credit and bank guarantees. As of March 31, 2011, an amount
of ` 5,656 was unutilized out of these non-fund based facilities.
Long-term loans and borrowings
A summary of long- term loans and borrowings is as follows:
Currency As at March 31, 2010 As at March 31, 2011
Foreign
currency
in millions
Indian
Rupee
Foreign
currency
in
millions
Indian
Rupee
Interest
rate
Final
maturity
Unsecured external commercial borrowing
Japanese Yen 35,016 ` 16,844 35,016 ` 18,861 2.04% 2013
Unsecured term loan
Indian Rupee NA 509 NA 366 6.05% 2014
Saudi Riyals - - 66 786 1.25% 2011
Others 445 354 0 - 2% 2011 2017
Other secured term loans 165 106 1.46 - 4.5% 2011 2016
` 17,963 ` 20,473
Obligations under fnance leases 712 635
` 18,675 ` 21,108
Current portion of long term loans and borrowings ` 568 ` 1,349
Non-current portion of long term loans and
borrowings
18,107 19,759
The Company has entered into cross-currency interest rate swap
(CCIRS) in connection with the unsecured external commercial
borrowing and has designated a portion of these as hedge of
net investment in foreign operation.
The contract governing the Companys unsecured external
commercial borrowing contains certain covenants that limit
future borrowings and payments towards acquisitions in a
fnancial year. The terms of the other secured and unsecured
loans and borrowings also contain certain restrictive covenants
primarily requiring the Company to maintain certain fnancial
ratios. As of March 31, 2011, the Company has met the covenants
under these arrangements.
A portion of the above short-term loans and borrowings,
other secured term loans and obligation under fnance leases
aggregating to ` 2,119 and ` 2,067 as at March 31, 2010
and 2011, respectively, are secured by inventories, accounts
receivable, certain property, plant and equipment and
underlying assets.
Interest expense was ` 1,232 and ` 776 for the year ended March
31, 2010 and 2011, respectively.
The following is a schedule of future minimum lease payments
under finance leases, together with the present value of
minimum lease payments as of March 31, 2010 and 2011:
Minimum lease payment Present value of minimum
lease payment
As at March 31, As at March 31,
2010 2011 2010 2011
Not later than one year ` 257 ` 242 ` 228 ` 203
Later than one year but not later than fve year. 461 396 425 372
Later than fve years 62 63 59 60
Total minimum lease payments 780 701 - -
Less: Amount representing interest (68) (66) - -
Present value of minimum lease payments ` 712 ` 635 ` 712 ` 635
Included in the fnancial statements as follows:
Current fnance lease payables ` 228 ` 203
Non-current fnance lease payables 484 432
13. Trade payables and accrued expenses
Trade payables and accrued expenses consist of the following:
As at March 31,
2010 2011
Trade payables ` 19,133 ` 20,618
` 38,748 ` 44,052
14. Other liabilities and provisions
As at March 31,
2010 2011
Other liabilities:
Current:
Statutory and other liabilities ` 4,001 ` 4,046
Advance from customers 1,786 1,049
Others 712 811
` 6,499 ` 5,906
Non-current:
Employee beneft obligations ` 2,967 ` 2,633
Others 266 73
` 3,233 ` 2,706
Total ` 9,732 ` 8,612
As at March 31,
2010 2011
Provisions:
Current:
Provision for warranty ` 511 ` 467
Others 1,763 1,857
` 2,274 ` 2,324
Non-current:
Provision for warranty ` 100 ` 81
Total ` 2,374 ` 2,405
providing sales support services which are accrued at the time
of recognition of revenues and are expected to be utilized
over a period of 1 to 2 year. Other provisions primarily include
provisions for tax related contingencies and litigations. The
timing of cash outfows in respect of such provision cannot be
reasonably determined.
Wipro Limited 187
A summary of activity for provision for warranty and other
provisions is as follows:
Year ended March 31, 2011
Provision
for
warranty
Others Total
Balance at the beginning
of the year
` 611 ` 1,763 ` 2,374
Additional provision
during the year, net
532 149 681
Provision used during the
year

(595)

(55)

(650)
Balance at the end of the
year
` 548 ` 1,857 ` 2,405
15. Financial instruments
Financial assets and liabilities (carrying value/fair value):
As at March 31,
2010 2011
Assets:
Trade receivables ` 50,928 ` 61,627
Unbilled revenues 16,708 24,149
Cash and cash equivalents 64,878 61,141
Available for sale fnancial
investments
30,420 49,282
Other assets 20,124 16,995
Total ` 186,874 ` 217,887
Liabilities:
Loans and borrowings ` 62,511 ` 52,802
Trade payables and accrued
expenses
38,748 44,052
Other liabilities 126 140
Total ` 105,642 ` 100,938
By Category (Carrying value/Fair value):
As at March 31,
2010 2011
Assets:
Loans and receivables ` 152,638 ` 163,912
Available for sale fnancial assets 30,420 49,282
Total ` 186,874 ` 217,887
Liabilities:
Financial liabilities at amortized cost ` 62,511 ` 52,802
Trade and other payables 38,874 44,192
Total ` 105,642 ` 100,938
Fair Value
The fair value of cash and cash equivalents, trade receivables,
unbilled revenues, trade payables, current fnancial liabilities and
borrowings approximate their carrying amount largely due to
the short-term nature of these instruments. A substantial portion
of the Companys long-term debt has been contracted at foating
rates of interest, which are reset at short intervals. Accordingly,
the carrying value of such long-term debt approximates
fair value. Further, fnance lease receivables are periodically
evaluated based on individual credit worthiness of customers.
Based on this evaluation, the Company records allowance for
expected losses on these receivables. As of March 31, 2010 and
2011, the carrying value of such receivables, net of allowances
approximates the fair value.
Investments in liquid and short-term mutual funds, which are
classifed as available-for-sale are measured using quoted market
prices at the reporting date multiplied by the quantity held.
Fair value of investments in certifcate of deposits, classifed
as available for sale is determined using observable market
inputs.
The fair value of derivative fnancial instruments is determined
based on observable market inputs including currency spot and
forward rates, yield curves, currency volatility etc.
Fair value hierarchy
Level 1 Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 Inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3 Inputs for the assets or liabilities that are not based on
observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Particulars As at March 31, 2010 As at March 31, 2011
Total
Fair value measurements
at reporting date using Total
Fair value measurements
at reporting date using
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Derivative instruments
- Cash fow hedges ` 2,684 ` - ` 2,684 ` - ` 1,991 ` - ` 1,991 ` -
- Net investment hedges 702 - 702 - 1,523 - 1,523 -
- Others 430 - 430 - 1,179 - 1,179 -
Available for sale fnancial assets:
- Investment in liquid and short-term mutual
funds 19,157 19,157 - - 25,246 25,246 - -
- Investment in certifcate of deposits and other
investments 11,263 - 11,263 - 24,036 - 24,036 -
Liabilities
Derivative instruments
- Cash fow hedges 1,818 - 1,818 - 1,504 - 1,504 -
- Net investment hedges 1,578 - 1,578 - 1,701 - 1,701 -
- Others 861 - 861 - 739 - 739 -
Derivatives assets and liabilities:
The Company is exposed to foreign currency fluctuations
on foreign currency assets/liabilities, forecasted cash flows
denominated in foreign currency and net investment in foreign
operations. The Company follows established risk management
policies, including the use of derivatives to hedge foreign currency
assets/liabilities, foreign currency forecasted cash fows and net
investment in foreign operations. The counter party in these
derivative instruments is a bank and the Company considers the
risks of non-performance by the counterparty as non-material.
The following table presents the aggregate contracted principal
amounts of the Companys derivative contracts outstanding:
As at March 31,
2010 2011
Designated derivative instruments
Sell $ 1,518 $ 901
- 2
31 21
4,578 3,026
AUD 7 AUD 4
CHF - CHF 6
Net investment hedges in foreign
operations
Cross-currency swaps 26,014 24,511
Others $ 262 $ 262
40 40
instruments
Sell $ 45 $ 526
38 40
29 48
AUD - AUD 13
Buy $ 492 $ 617
The following table summarizes activity in the cash fow hedging
reserve within equity related to all derivative instruments
classifed as cash fow hedges:
As at March 31,
2010 2011
Balance as at the beginning of the
year
` (16,886) ` (4,954)
Net (gain)/loss reclassified into
statement of income on occurrence
of hedged transactions
(1)
5,201 4,041
Deferred cancellation gains/(losses)
relating to roll - over hedging
551 222
Changes in fair value of efective
portion of derivatives

6,180

(535)
Gains/ (losses) on cash fow hedging
derivatives, net
` 11,932 ` 3,728
Balance as at the end of the year ` (4,954) ` (1,226)
(1)
On occurrence of hedge transactions, net (gain)/loss was
included as part of revenues.
The related hedge transactions for balance in cash fow hedging
reserve as of March 31, 2011 are expected to occur and reclassifed
to the statement of income over a period of 2 years.
As at March 31, 2010 and 2011, there were no signifcant gains
or losses on derivative transactions or portions thereof that have
become inefective as hedges, or associated with an underlying
exposure that did not occur.
Sale of fnancial assets
From time to time, in the normal course of business, the Company
transfers accounts receivables, net investment in fnance lease
receivables and employee advances (fnancials assets) to banks.
Under the terms of the arrangements, the Company surrenders
Wipro Limited 189
control over the fnancial assets and transfer is without recourse.
Accordingly, such transfers are recorded as sale of fnancial assets.
Gains and losses on sale of fnancial assets without recourse are
recorded at the time of sale based on the carrying value of the
fnancial assets and fair value of servicing liability.
In certain cases, transfer of fnancial assets may be with recourse.
Under arrangements with recourse, the Company is obligated
to repurchase the uncollected fnancial assets, subject to limits
specifed in the agreement with the banks. The Company has
transferred trade receivables with recourse obligation (credit
risk) and accordingly, in such cases the amounts received are
recorded as borrowings in the statement of fnancial position
and cash fows from fnancing activities. As at March 31, 2010 and
2011, the maximum amount of recourse obligation in respect
of the transferred fnancial assets (recorded as borrowings) is `
657 and ` 1,085, respectively.
Financial risk management
General
Market risk is the risk of loss of future earnings, to fair values or
to future cash fows that may result from a change in the price
of a fnancial instrument. The value of a fnancial instrument
may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes
that affect market risk sensitive instruments. Market risk is
attributable to all market risk sensitive fnancial instruments
including investments, foreign currency receivables, payables
and loans and borrowings.
The Companys exposure to market risk is a function of
investment and borrowing activities and revenue generating
activities in foreign currency. The objective of market risk
management is to avoid excessive exposure of the Companys
earnings and equity to losses.
Risk Management Procedures
The Company manages market risk through a corporate treasury
department, which evaluates and exercises independent control
over the entire process of market risk management. The corporate
treasury department recommends risk management objectives
and policies, which are approved by senior management and
Audit Committee. The activities of this department include
management of cash resources, implementing hedging
strategies for foreign currency exposures, borrowing strategies,
and ensuring compliance with market risk limits and policies.
Foreign currency risk
The Company operates internationally and a major portion of
the business is transacted in several currencies and consequently
the Company is exposed to foreign exchange risk through
its sales and services in the United States and elsewhere,
and purchases from overseas suppliers in various foreign
currencies. The exchange rate risk primarily arises from foreign
exchange revenue, receivables, cash balances, forecasted cash
fows, payables and foreign currency loans and borrowings. A
signifcant portion of revenue is in U.S. dollars, euro and pound
sterling, while a signifcant portion of costs are in Indian rupees.
The exchange rate between the rupee and U.S. dollar, euro and
pound sterling has fuctuated signifcantly in recent years and
may continue to fuctuate in the future. Appreciation of the rupee
against these currencies can adversely afect the Companys
results of operations.
The Company evaluates exchange rate exposure arising from
these transactions and enters into foreign currency derivative
instruments to mitigate such exposure. The Company follows
established risk management policies, including the use of
derivatives like foreign exchange forward / option contracts to
hedge forecasted cash fows denominated in foreign currency.
The Company has designated certain derivative instruments
as cash fow hedge to mitigate the foreign exchange exposure
of forecasted highly probable cash fows. The Company has
also designated a combination of foreign currency borrowings
and related cross-currency swaps and other foreign currency
derivative instruments as hedge of its net investment in foreign
operations.
As at March 31, 2010 and 2011, ` 1 increase / decrease in the
exchange rate of Indian Rupee with U.S. dollar would result in
approximately ` 1,071 and ` 810 decrease / increase in the fair
value of the Companys foreign currency dollar denominated
derivative instruments, respectively.
As at March 31, 2010 and 2011, 1% change in the exchange rate
between U.S. Dollar and Yen would result in approximately ` 160
and ` 170 increase/decrease in the fair value of cross-currency
interest rate swaps, respectively.
The below table presents foreign currency risk from non derivative fnancial instruments as of March 31, 2010 and 2011:
As at March 31, 2010
US$ Euro Pound
Sterling
Japanese
Yen
Other
currencies# Total
Trade receivables ` 20,639 ` 4,607 ` 3,879 ` 269 ` 343 ` 29,737
Unbilled revenues 4,986 67 269 - 4 5,326
Cash and cash equivalents 14,709 346 446 175 77 15,753
Other assets 705 408 201 33 2 1,349
Loans and borrowings ` (34,856) ` (1,007) ` (341) ` (16,839) ` (361) ` (53,404)
expenses
(14,442) (1,940) (1,530) (227) (196) (18,335)
Other liabilities (20) - - - - (20)
Net assets/(liabilities) ` (8,279) ` 2,481 ` 2,924 ` (16,589) ` (131) ` (19,594)
US$ Euro Pound
Sterling
Japanese
Yen
Other
currencies#
Total
Trade receivables ` 24,408 ` 5,123 ` 4,821 ` 370 ` 3,237 ` 37,959
Unbilled revenues 13,605 239 494 - 271 14,609
Cash and cash equivalents 22,463 1,863 1,949 290 1,414 27,979
Other assets 187 311 63 2 126 689
Loans and borrowings ` (27,544) ` (1,322) ` - ` (18,861) ` - ` (47,727)
expenses
(10,770) (2,063) (1,407) (357) (162) (14,759)
Other liabilities - - - - - -
Net assets/(liabilities) ` 22,349 ` 4,151 ` 5,920 ` (18,556) ` 4,886 ` 18,750
# Other currencies refects currencies such as Singapore dollars, Saudi Arabian riyals etc.
As at March 31, 2010 and 2011 respectively, every 1% increase/
decrease of the respective foreign currencies compared to functional
currency of the Company would impact our result from operating
activities by approximately ` (196) and ` 187 respectively.
Interest rate risk
Interest rate risk primarily arises from foating rate borrowing,
including various revolving and other lines of credit. The
Companys investments are primarily in short-term investments,
which do not expose it to signifcant interest rate risk. The
Company manages its net exposure to interest rate risk relating
to borrowings, by balancing the proportion of fixed rate
borrowing and foating rate borrowing in its total borrowing
portfolio. To manage this portfolio mix, the Company may enter
into interest rate swap agreements, which allows the Company
to exchange periodic payments based on a notional amount
and agreed upon fxed and foating interest rates. As of March
31, 2011, substantially all of the Company borrowings was
subject to foating interest rates, which reset at short intervals. If
interest rates were to increase by 100 bps from March 31, 2011,
additional annual interest expense on the Companys foating
rate borrowing would amount to approximately ` 500.
Credit risk
Credit risk arises from the possibility that customers may not
be able to settle their obligations as agreed. To manage this,
the Company periodically assesses the fnancial reliability of
customers, taking into account the fnancial condition, current
economic trends, analysis of historical bad debts and ageing of
accounts receivable. Individual risk limits are set accordingly. No
single customer accounted for more than 10% of the accounts
receivable as at March 31, 2010 and 2011, respectively and
revenues for the year ended March 31, 2009, 2010 and 2011,
respectively. There is no signifcant concentration of credit risk.
Financial assets that are neither past due nor impaired
Cash and cash equivalents, available-for-sale fnancial assets,
investment in certificates of deposits and interest bearing
deposits with corporates are neither past due nor impaired.
Cash and cash equivalents with banks and interest-bearing
deposits are placed with corporate, which have high credit-
ratings assigned by international and domestic credit-rating
agencies. Available-for-sale financial assets substantially
include investment in liquid mutual fund units. Certifcates of
deposit represent funds deposited with banks or other fnancial
institutions for a specifed time period.
Financial assets that are past due but not impaired
There is no other class of fnancial assets that is past due but not
impaired except for trade receivables and fnance receivables of
` 2,327 and ` 2,594 as of March 31, 2010 and 2011, respectively.
Wipro Limited 191
Of the total receivables, ` 34,608 and ` 41,146 as of March 31,
2010 and 2011, respectively, were neither past due nor impaired.
The companys credit period generally ranges from 45-60 days.
The aging analysis of the receivables have been considered from
the date of the invoice. The age wise break up of receivables, net
of allowances that are past due, is given below:
As at March 31,
2010 2011
Financial assets that are neither past
due nor impaired
` 34,608 ` 41,146
Financial assets that are past due
but not impaired
Past due 0 30 days 3,816 4,249
Past due 31 60 days 4,468 6,976
Past due 61 90 days 2,489 3,273
Past due over 90 days 11,163 14,834
Total past due and not impaired ` 21,936 ` 29,332
Counterparty risk
Counterparty risk encompasses issuer risk on marketable
securities, settlement risk on derivative and money market
contracts and credit risk on demand and time deposits. Issuer
risk is minimized by only buying securities which are at least
AA rated. Settlement and credit risk is reduced by the policy of
entering into transactions with counterparties that are usually
banks or fnancial institutions with acceptable credit ratings.
Exposure to these risks are closely monitored and maintained
within predetermined parameters. There are limits on credit
exposure to any fnancial institution. The limits are regularly
assessed and determined based upon credit analysis including
financial statements and capital adequacy ratio reviews. In
addition, net settlement agreements are contracted with
signifcant counterparties.
Liquidity risk
Liquidity risk is defined as the risk that the Company will
not be able to settle or meet its obligations on time or at a
reasonable price. The Companys corporate treasury department
is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to
such risks are overseen by senior management. Management
monitors the Companys net liquidity position through rolling
forecasts on the basis of expected cash fows. As of March 31,
2010 and 2011, cash and cash equivalents are held with major
banks and fnancial institutions.
The table below provided details regarding the contractual maturities of signifcant fnancial liabilities.
Less than 1
year
1-2 years 2-4 years 4-7 years Total
Loans and borrowings ` 44,404 ` 544 ` 17,441 ` 122 ` 62,511
Trade payables and accrued expenses 38,748 - - - 38,748
Derivative liabilities 1,375 487 2,395 - 4,257
Less than 1
year
1-2 years 2-4 years 4-7 years Total
Loans and borrowings ` 33,043 ` 19,322 ` 304 ` 133 ` 52,802
Trade payables and accrued expenses 44,052 - - - 44,052
Derivative liabilities 1,358 2,586 - - 3,944
The balanced view of liquidity and fnancial indebtedness is stated in the table below. This calculation of the net cash position is
used by the management for external communication with investors, analysts and rating agencies:
As at March 31,
2010 2011
Cash and cash equivalents ` 64,878 ` 61,141
I nterest bearing deposits with
corporates
10,050 4,240
Available for sale investments 30,420 49,282
Loans and borrowings (62,511) (52,802)
Net cash position ` 42,837 ` 61,861
16. Investment in equity accounted investees
Wipro GE Medical Systems (Wipro GE)
The Company holds 49% interest in Wipro GE. Wipro GE is a
private entity that is not listed on any public exchange. The
carrying value of the investment in Wipro GE as at March 31, 2010
and 2011 was ` 2,345 and ` 2,993, respectively. The Companys
share of profts of Wipro GE for the year ended March 31, 2009,
2010 and 2011 was ` 362, ` 530 and ` 648, respectively.
The aggregate summarized fnancial information of Wipro GE
is as follows:
2009 2010 2011
Revenue ` 10,611 ` 12,567 ` 19,882
Gross proft 3,269 3,573 5,278
Proft for the year 875 934 1,127
As at March 31,
2010 2011
Total assets ` 11,518 ` 16,830
Total liabilities 6,709 8,543
Total equity ` 4,809 ` 8,287
In April 2010, Wipro GE acquired medical equipment and related
businesses from General Electric for a cash consideration of
approximately ` 3,728.
Wipro GE had received tax demands from the Indian income
tax authorities for the fnancial years ended March 31, 2001,
2002, 2003 and 2004 aggregating to ` 903, including interest.
The tax demands were primarily on account of transfer pricing
adjustments and the denial of export benefts and tax holiday
benefts claimed by Wipro GE under the Indian Income Tax Act,
1961 (the Act).Wipro GE appealed against the said demands
before the frst appellate authority.The frst appellate authority
has vacated the tax demands for the years ended March 31,
2001, 2002, 2003 and 2004. The income tax authorities have
fled an appeal for the years ended March 31, 2001, 2002, 2003
and 2004.
In December 2008, Wipro GE received, on similar grounds,
additional tax demand of ` 552 (including interest) for the
fnancial year ended March 31, 2005. Wipro GE had fled an
appeal against the said demandand in the month of February
2011, the appellate order has been received, setting aside the
entire TP adjustment and reducing the overall demand of ` 552
(including interest) to ` 220 (including interest). Wipro GE would
be seekingfurther relief in this regard.
In December 2009, Wipro GE received a draft assessment order,
on similar grounds, with a demand of ` 317 (including interest)
for the fnancial year ended March 31, 2006.The fnal assessment
order was issued in this regard demanding the same amount,
plus interest and Wipro GE has fled anappeal against the said
demand before the Income Tax Appellate Tribunal within the
time limit permitted under the statute.
In February 2011, Wipro GE received an assessment order, on
similar grounds, with a demand of ` 843 (including interest)
for the fnancial year ended March 31, 2007. In this regard,
Wipro GE has fled an appeal with the frst appellate authority
against the said demand within the time limit permitted under
the statute.
Considering the facts and nature of disallowance and the order
of the appellate authority upholding the claims of Wipro GE,
Wipro GE believes that the fnal outcome of the disputes should
be in its favour and will not have any material adverse efect on
its fnancial position and results of operations.
17. Foreign currency translation reserve
The movement in foreign currency translation reserve
attributable to equity holders of the Company is summarized
below:
As at March 31,
2010 2011
Balance at the beginning of the
year
` 1,533 ` 258
Translation difference related to
foreign operations
(5,477) 1,246
Change in effective portion of
hedges of net investment in foreign
operations 4,202 20
Total change during the year ` (1,275) ` 1,266
Balance at the end of the year ` 258 ` 1,524
18. Income taxes
Income tax expense has been allocated as follows:
2009 2010 2011
Income tax expense as
per the statement of
income
` 6,035 ` 9,294 ` 9,714
Income tax included in
other comprehensive
income on:
unrealized gains/
(losses) on available
for sale investments
(131) (14) 2
gains/(losses) on
cash fow hedging
derivatives (2,353) 2,091 44
Total income taxes ` 3,551 ` 11,371 ` 9,760
Income tax expense from continuing operations consist of the
following:
2009 2010 2011
Current taxes
Domestic ` 3,656 ` 5,461 ` 5,573
Foreign 2,538 3,403 3,895
` 6,194 ` 8,864 ` 9,468
Deferred taxes
Domestic ` (24) ` 40 ` 292
Foreign (135) 390 (46)
` (159) ` 430 ` 246
Total income tax expense ` 6,035 ` 9,294 ` 9,714
Wipro Limited 193
The reconciliation between the provision of income tax of
the Company and amounts computed by applying the Indian
statutory income tax rate to proft before taxes is as follows:
2009 2010 2011
Proft before taxes ` 44,895 ` 55,410 ` 63,035
Enacted income tax rate
in India
33.99% 33.99% 33.218%
Computed expected tax
expense
15,260 18,834 20,939
Efect of:
I ncome exempt from
tax
(10,368) (10,802) (10,458)
Basis differences that
will reverse during a tax
holiday period
328 898 (217)
Income taxed at higher/
(lower) rates
(166) (475) (566)
Income taxes relating to
prior years
(370) (442) (590)
Changes in unrecognized
deferred tax assets
314 811 160
Expenses disallowed for
tax purposes
1,024 456 426
Others, net 13 14 20
Total income tax expense ` 6,035 ` 9,294 ` 9,714
The tax rates under Indian Income Tax Act, for the year ended
March 31, 2011 is 33.218% as compared to 33.99% for the year
ended March 31, 2010. This change in tax rate is on account of
reduction in surcharge from 10% for the year ended March 31,
2010 to 7.5% for the year ended March 31, 2011, in the fnancial
annual budget by the Indian Government.
The components of deferred tax assets and liabilities are as
follows:
As at March 31,
2009 2010 2011
Carry-forward business
losses
` 2,046 ` 1,851 ` 2,042
Accrued expenses and
liabilities
813 568 521
Allowances for doubtful
accounts receivable
322 328 716
Cash fow hedges 2,353 262 218
Minimum alternate tax 126 363 488
Others 69 83 196
5,729 3,455 4,181
Property, plant and
equipment
` (365) ` (525) ` (1,107)
Amortizable goodwill (348) (458) (659)
Intangible assets (789) (734) (682)
Investment in equity
accounted investee (332) (432) (567)
(1,834) (2,149) (3,015)
Net deferred tax assets ` 3,895 ` 1,306 ` 1,166
Amounts presented in
statement of fnancial position:
Deferred tax assets ` 4,369 ` 1,686 ` 1,467
Deferred tax liabilities ` (474) ` (380) ` (301)
Deferred taxes on unrealized foreign exchange gain / loss relating
to cash flow hedges is recognized in other comprehensive
income and presented within equity in the cash fow hedging
reserve. Deferred tax liability on the intangible assets identifed
and recorded separately at the time of acquisition is recorded
by an adjustment to goodwill. Other than these, the change in
deferred tax assets and liabilities is primarily recorded in the
statement of income.
In assessing the realizability of deferred tax assets, the Company
considers the extent to which, it is probable that the deferred
tax asset will be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable profts
during the periods in which those temporary diferences and tax
loss carry-forwards become deductible. The Company considers
the expected reversal of deferred tax liabilities and projected
future taxable income in making this assessment. Based on this,
the Company believes that it is probable that the Company will
realize the benefts of these deductible diferences. The amount
of the deferred tax asset considered realizable, however, could
be reduced in the near term if the estimates of future taxable
income during the carry-forward period are reduced. Deferred
tax asset in respect of unused tax losses amounting to ` 1,743
and ` 2,076 as of March 31, 2010 and 2011, respectively have
not been recognized by the Company.
The Company has recognized deferred tax assets of ` 1,851 and
` 2,043 in respect of carry forward losses of its U.S. subsidiary
during the year ended March 31, 2010 and 2011. Managements
projections of future taxable income and tax planning strategies
support the assumption that it is probable that sufcient taxable
income will be available to utilize these deferred tax assets.
Pursuant to the changes in the Indian income tax laws in fscal
2007, Minimum Alternate Tax (MAT) has been extended to income
in respect of which deduction is claimed under section 10A and
10B of the Act; consequently, the Company has calculated its tax
liability for current domestic taxes after considering MAT. The
excess tax paid under MAT provisions over and above normal
tax liability can be carried forward and set-of against future tax
liabilities computed under normal tax provisions. The Company
was required to pay MAT and accordingly, a deferred tax asset
of ` 363 and ` 488 has been recognized in the statement of
fnancial position as of March 31, 2010 and 2011, respectively,
which can be carried forward for a period of ten years from the
year of recognition.
A substantial portion of the profts of the Companys India
operations are exempt from Indian income taxes being profts
attributable to export operations and profts from undertakings
situated in Software Technology, Hardware Technology Parks
and Export Oriented units. Under the tax holiday, the taxpayer
can utilize an exemption from income taxes for a period of any
ten consecutive years. The tax holidays on all facilities under
Software Technology, Hardware Technology Parks and Export
oriented units has expired on March 31, 2011. Additionally,
under the Special Economic Zone Act, 2005 scheme, units in
designated special economic zones providing service on or after
April 1, 2005 will be eligible for a deduction of 100 percent of
profts or gains derived from the export of services for the frst
fve years from commencement of provision of services and 50
percent of such profts and gains for a further fve years. Certain
tax benefts are also available for a further fve years subject to
the unit meeting defned conditions. Profts from certain other
undertakings are also eligible for preferential tax treatment. In
addition, dividend income from certain category of investments
is exempt from tax. The diference between the reported income
tax expense and income tax computed at statutory tax rate is
primarily attributable to income exempt from tax.
Deferred income tax liabilities are recognized for all taxable
temporary diferences except in respect of taxable temporary
diferences associated with investments in subsidiaries where
the timing of the reversal of the temporary diference can be
controlled and it is probable that the temporary diference will
not reverse in the foreseeable future. Accordingly, deferred
income tax liabilities on cumulative earnings of subsidiaries
amounting to ` 8,436 and ` 12,969 as of March 31, 2010 and
2011, respectively has not been recognized. Further, it is not
practicable to estimate the amount of the unrecognized deferred
tax liabilities for these undistributed earnings.
The tax loss carry-forwards of ` 5,450 and ` 5,941 as of March
31, 2010 and 2011, respectively relates to certain subsidiaries
on which deferred tax asset has not been recognized by the
Company. Approximately, ` 4,531 and ` 4,644 as of March 31,
2010 and 2011 respectively, of these tax loss carry-forwards is
not currently subject to expiration dates. The remaining tax loss
carry forward of approximately ` 919 and ` 1,297 as of March
31, 2010 and 2011 respectively, expires in various years through
fscal 2029.
We are subject to U.S. tax on income attributable to our
permanent establishment in the United States due to operation
of our U.S. branch. In addition, the Company is subject to a 15%
branch proft tax in the United States on the dividend equivalent
amount as that term is defned under U.S. tax law. The Company
has not triggered the branch proft tax until year ended March
31, 2011. The Company intends to maintain the current level of
net assets in the United States commensurate with its operation
and consistent with its business plan. The Company does not
intend to repatriate out of the United States any portion of its
current profts. Accordingly, the Company did not record current
and deferred tax provision for branch proft tax.
19. Dividends
The Company declares and pays dividend in Indian rupees.
According to the Indian law any dividend should be declared out
of accumulated distributable profts only after the transfer to a
general reserve of a specifed percentage of net proft computed
in accordance with current regulations.
The cash dividends paid per equity share were ` 4, ` 4 and
` 6 during the years ended March 31, 2009, 2010 and 2011,
respectively. The Company has also paid an interim dividend of
` 2 per equity share during the year ended March 31, 2011.
During the year ended March 31, 2011, the Company has also
paid stock dividend, commonly known as bonus shares in India,
comprised of two equity shares for every three equity shares
outstanding on the record date and two ADSs for every three
ADSs outstanding on the record date. The stock dividend did
not afect the ratio of ADSs to equity shares, such that each ADS
after the stock dividend continues to represent one equity share
of par value of ` 2 per share.
The Board of directors in their meeting on April 27, 2011
proposed a fnal dividend of ` 4 ($ 0.09) per equity share and
ADR. The proposal is subject to the approval of shareholders at
the Annual General Meeting to be held on July 19, 2011, and
if approved, would result in a cash outfow of approximately `
11,410, including corporate dividend tax thereon (` 1,593).
20. Additional capital disclosures
The key objective of the Companys capital management is
to ensure that it maintains a stable capital structure with the
focus on total equity to uphold investor, creditor, and customer
confdence and to ensure future development of its business. The
Company focused on keeping strong total equity base to ensure
independence, security, as well as a high fnancial fexibility for
potential future borrowings, if required without impacting the
risk profle of the Company.
The Companys goal is to continue to be able to return excess
liquidity to shareholders by continuing distributing annual
dividends in future periods. During the year ended March 31, 2010
and 2011, the Company distributed ` 4 and ` 6, respectively in
dividend per equity share. The Company has also distributed an
interim dividend of ` 2 per equity share during the year ended
March 31, 2011. The amount of future dividends will be balanced
with efort to continue to maintain an adequate liquidity status.
The capital structure as of March 31, 2010 and 2011 was as
follows:
As at March 31,
2010 2011 % Change
Total equity attributable
to the equity
shareholders of the
Company
` 196,112 ` 239,680 22.22%
As percentage of total
capital
76% 82%
Current loans and
borrowings
44,404 33,043
Non-current loans and
borrowings 18,107 19,759
Total loans and
borrowings
62,511 52,802 (15.53)%
As percentage of total
capital 24% 18%
Total capital (loans and
borrowings and equity)
` 258,623 ` 292,482 13.09%
Wipro Limited 195
The Company is predominantly equity-fnanced. This is also
evident from the fact that loans and borrowings represented
only 24% and 18% of total capital as of March 31, 2010 and 2011,
respectively. Further, the Company has consistently been a net
cash company with cash and bank balance along with available
for sale investments being in excess of debt.
21. Revenues
2009 2010 2011
Rendering of services ` 193,009 ` 202,990 ` 234,285
Sale of products 63,882 68,967 76,257
Total revenues ` 256,891 ` 271,957 ` 310,542
22. Expenses by nature
2009 2010 2011
Employee
compensation
` 107,266 ` 107,230 ` 126,867
Raw materials, fnished
goods, process stocks
and stores and spares
consumed
47,179 51,813 50,166
Sub contracting/
technical fees/third
party application
15,890 17,527 26,415
Travel 9,313 8,064 10,156
Depreciation and
amortization
6,948 7,831 8,211
Repairs 4,045 5,020 5,253
Advertisement 3,221 4,534 5,114
Communication 3,006 3,157 3,492
Rent 2,526 3,062 3,230
Power and fuel 1,863 1,797 2,427
Legal and professional
fees
1,502 1,593 1,629
Rates, taxes and
insurance
955 1,023 1,324
Carriage and freight 885 950 1,181
Provision for doubtful
debt
939 566 399
Sales commission 515 459 656
Miscellaneous expenses 5,985 5,104 6,799
Total cost of revenues,
selling and marketing
expenses and general
and administrative
expenses ` 212,038 ` 219,730 ` 253,319
23. Finance expense
2009 2010 2011
Interest expense ` 2,333 ` 1,232 ` 776
Exchange fuctuation
on foreign currency
borrowings, net 1,491 92 1,157
Total ` 3,824 ` 1,324 ` 1,933
24. Finance and other income
2009 2010 2011
Interest income ` 1,964 ` 2,610 ` 4,057
Dividend income 2,265 1,442 2,403
Gain on sale of
investments
681 308 192
Others 147 - -
Total ` 5,057 ` 4,360 ` 6,652
25. Earnings per equity share
A reconciliation of proft for the year and equity shares used in
the computation of basic and diluted earnings per equity share
is set out below:
Basic: Basic earnings per share is calculated by dividing the
proft attributable to equity shareholders of the Company by the
weighted average number of equity shares outstanding during
the period, excluding equity shares purchased by the Company
and held as treasury shares. Equity shares held by controlled
Wipro Equity Reward Trust (WERT) and Wipro Inc Beneft Trust
(WIBT) have been reduced from the equity shares outstanding
for computing basic and diluted earnings per share.
2009 2010 2011
Proft attributable to equity holders of the Company ` 38,761 ` 45,931 ` 52,977
Weighted average number of equity shares outstanding 2,423,558,482 2,429,025,243 2,436,440,633
Basic earnings per share ` 15.99 ` 18.91 ` 21.74
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during
the period for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity
shares for the Company.
The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair
value (determined as the average market price of the Companys shares during the period). The number of shares calculated as
above is compared with the number of shares that would have been issued assuming the exercise of the share options.
2009 2010 2011
Proft attributable to equity holders of the Company ` 38,761 ` 45,931 ` 52,977
Weighted average number of equity shares outstanding 2,423,558,482 2,429,025,243 2,436,440,633
Efect of dilutive equivalent share options 13,905,921 20,633,289 14,713,521
Weighted average number of equity shares for diluted earnings per share 2,437,464,403 2,449,658,532 2,451,154,154
Diluted earnings per share ` 15.90 ` 18.75 ` 21.61
Earnings per share and number of share outstanding for the year ended March 31, 2009 and 2010, have been adjusted for the two
equity shares for every three equity shares stock dividend approved by the shareholders on June 4, 2010.
26. Employee stock incentive plans
The stock compensation expense recognized for employee
services received during the year ended March 31, 2009, 2010
and 2011 is ` 1,868, ` 1,302 and ` 1,092, respectively.
Wipro Equity Reward Trust (WERT)
In 1984, the Company established a controlled trust called the
Wipro Equity Reward Trust (WERT). The WERT purchases shares
of the Company out of funds borrowed from the Company. The
Companys compensation committee recommends to the WERT
certain ofcers and key employees, to whom the WERT grants
shares from its holdings at nominal price. Such shares are then
held by the employees subject to vesting conditions. The shares
held by the WERT are reported as a reduction in stockholders
equity
The movement in the shares held by the WERT is given below:
2009 2010 2011
Shares held at the
beginning of the
period
(1)
7,961,760 7,961,760 13,269,600
Shares granted to
employees
- - -
Grants forfeited by
employees
- - -
Shares held at the end
of the period 7,961,760 7,961,760 13,269,600
(1)
The opening balance as of April 1, 2010 has been adjusted
for the two equity shares for every three equity shares stock
dividend approved by the shareholders on June 4, 2010.
Wipro Employee Stock Option Plan and Restricted Stock Unit
Option Plan
A summary of the general terms of grants under stock option
plans and restricted stock unit option plans are as follows:
Name of Plan Authorized
Shares
(1)
Range of
Exercise
Prices
Wipro Employee Stock Option
Plan 1999 (1999 Plan)
50,000,000 ` 171 490
Wipro Employee Stock Option
Plan 2000 (2000 Plan)
250,000,000 ` 171 490
Stock Option Plan (2000 ADS
Plan)
15,000,000 US$ 3 7
Wipro Restricted Stock Unit
Plan (WRSUP 2004 plan)
20,000,000 ` 2
Wipro ADS Restricted Stock
Unit Plan (WARSUP 2004 plan)
20,000,000 US$ 0.04
Wipro Employee Restricted
Stock Unit Plan 2005 (WSRUP
2005 plan)
20,000,000 ` 2
Wipro Employee Restricted
Stock Unit Plan 2007 (WSRUP
2007 plan)
16,666,667 ` 2
(1)
adjusted for the two equity shares for every three equity shares
stock dividend approved by the shareholders on June 4, 2010.
Wipro Limited 197
Employees covered under the stock option plans and restricted stock unit option plans (collectively stock option plans) are
granted an option to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions
(generally service conditions). These options generally vests in tranches over a period of fve years from the date of grant. Upon
vesting, the employees can acquire one equity share for every option. The maximum contractual term for these stock option plans
is generally ten years.
The activity in these stock option plans is summarized below:
2009 2010 2011
Range of
Exercise
Prices
Number Weighted
Average
Exercise
Price
Number Weighted
Average
Exercise
Price
Number Weighted
Average
Exercise
Price
Outstanding at the beginning
of the period
(1)
` 229 265 1,219,926 ` 264 1,140 ` 254 `
` 489 ` 120,000 ` 489 200,000 ` 293.40
US$ 4 6 8,706 US$ 5 1,606 US$ 4.7 2,677 US$ 2.82
` 2 9,700,163 ` 2 13,799,549 ` 2 17,103,172 ` 2
US$ 0.04 1,885,236 US$ 0.04 2,470,641 US$ 0.04 2,943,035 US$ 0.04
Granted ` 229 265 ` ` `
` 489 120,000 ` 489 ` `
US$ 4 6 US$ US$ US$
` 2 6,882,415 ` 2 5,000 ` 2 5,227,870 ` 2
US$ 0.04 1,484,261 US$ 0.04 137,100 US$ 0.04 1,437,060 US$ 0.04
Exercised ` 229 265 (345,099) ` 263 ` `
` 489 ` ` (80,000) ` 293.40
US$ 4 6 (4,400) US$ 4.7 US$ US$
` 2 (1,762,283) ` 2 (2,736,924) ` 2 (5,482,210) ` 2
US$ 0.04 (446,841) US$ 0.04 (493,519) US$ 0.04 (870,622) US$ 0.04
Forfeited and lapsed ` 229 265 (873,687) ` 264 (1,140) ` 254 `
` 489 ` ` (120,000) ` 293.40
US$ 4 6 (2,700) US$ 5.82 US$ (2,677) US$ 2.82
` 2 (1,020,746) ` 2 (805,722) ` 2 (1,466,071) ` 2
US$ 0.04 (452,015) US$ 0.04 (348,401) US$ 0.04 (285,581) US$ 0.04
Outstanding at the end of the
period
` 229 265 1,140 ` 254 ` `
` 489 120,000 ` 489 120,000 ` 489 `
US$ 4 6 1,606 US$ 4.7 1,606 US$ 4.7 US$
` 2 13,799,549 ` 2 10,261,903 ` 2 15,382,761 ` 2
US$ 0.04 2,470,641 US$ 0.04 1,765,821 US$ 0.04 3,223,892 US$ 0.04
Exercisable at the end of the
period
` 229 265 1,140 ` 254 ` `
` 489 ` ` `
US$ 4 6 1,606 US$ 4.7 1,606 US$ 4.7 US$
` 2 2,975,987 ` 2 4,719,739 ` 2 7,533,984 ` 2
US$ 0.04 208,412 US$ 0.04 645,341 US$ 0.04 1,147,391 US$ 0.04
(1)
The opening balance as of April 1, 2010 have been adjusted for the two equity shares for every three equity shares stock dividend
approved by the shareholders on June 4, 2010.
The following table summarizes information about outstanding stock options:
As at March 31,
2009 2010 2011
Range of
Exercise price
Numbers Weighted
Average
Remaining
Life
(Months)
Weighted
Average
Exercise
Price
Numbers Weighted
Average
Remaining
Life
(Months)
Weighted
Average
Exercise
Price
Numbers Weighted
average
remaining
Life
(Months)
Weighted
Average
Exercise
Price
` 229 265 1,140 3 ` 254 - - ` - - - ` -
` 489 120,000 61 ` 489 120,000 49 ` 489 - - ` -
US$ 4 6 1,606 12 US$ 4.70 1,606 1 US$ 4.70 - - US$ -
` 2 13,799,549 44 ` 2 10,261,903 37 ` 2 15,382,761 35 ` 2
US$ 0.04 2,470,641 51 US$ 0.04 1,765,821 44 US$ 0.04 3,223,892 48 US$ 0.04
The weighted-average grant-date fair value of options granted during the year ended March 31, 2009, 2010 and 2011 was ` 319,
` 814 and ` 417.65 for each option, respectively. The weighted average share price of options exercised during the year ended
March 31, 2009, 2010 and 2011was ` 360.96, ` 557.52 and ` 424.28 for each option, respectively.
The fair value of 120,000 options granted during the year ended
March 31, 2009 (other than at nominal exercise price) has been
estimated on the date of grant using the Binomial option pricing
model. The fair value of share options has been determined using
the following assumptions:
Expected term 5-7 years
Risk free interest rates 7.36 7.42
Volatility 35.81 36.21
Dividend yield 1%
27. Employee benefts
a) Employee costs include:
2009 2010 2011
Salaries and bonus ` 102,661 ` 103,194 ` 122,399
Employee beneft plans
Defned beneft plan 310 276 469
Contribution to
provident and other
funds
2,427 2,458 2,907
Share based
compensation

1,868

1,302

1,092
` 107,266 ` 107,230 ` 126,867
The employee beneft cost is recognized in the following line
items in the statement of income:
2009 2010 2011
Cost of revenues ` 90,321 ` 90,350 ` 106,235
Selling and marketing
expenses
10,594 9,126 10,860
General and
administrative expenses

6,351

7,754

9,772
` 107,266 ` 107,230 ` 126,867
b) Defned beneft plans:
Amount recognized in the statement of income in respect of
gratuity cost (defned beneft plan) is as follows:
2009 2010 2011
Interest on obligation ` 135 ` 133 ` 161
Expected return on plan
assets
(92) (122) (164)
Actuarial losses/(gains)
recognized
(102) (63) (168)
Past service cost - - 254
Current service cost 369 328 386
Net gratuity cost/
(beneft)
` 310 ` 276 ` 469
Actual return on plan
assets
` 106 ` 138 ` 177
In May 2010, the Government of India amended the Payment of
Gratuity Act, 1972 to increase the limit of gratuity payment from
` 0.35 to ` 1. Consequently, during the year ended March 31,
2011, the Company has recognized ` 254 of vested past service
cost in the statement of income.
The principal assumptions used for the purpose of actuarial
valuation are as follows:
As at March 31,
2009 2010 2011
Discount rate 6.75% 7.15% 7.95%
assets
8% 8% 8%
Expected rate of salary
increase
5% 5% 5%
The expected return on plan assets is based on expectation of
the average long term rate of return expected on investments of
the fund during the estimated term of the obligations.
Wipro Limited 199
Change in present value of defined benefit obligation is
summarized below:
As at March 31,
2009 2010 2011
Defned beneft
obligation at the
beginning of the year
` 1,515 ` 1,858 ` 2,060
Acquisitions 34 - -
Current service cost 369 328 386
Past service cost - - 254
Interest on obligation 135 133 161
Benefts paid (118) (214) (230)
Actuarial losses/(gains) (77) (45) (155)
Defned beneft
obligation at the end of
the year ` 1,858 ` 2,060 ` 2,476
Change in plan assets is summarized below:
As at March 31,
2009 2010 2011
Fair value of plan assets
at the beginning of the
year ` 1,244 ` 1,416 ` 1,967
Acquisitions 19 - -
assets 92 122 164
Employer contributions 154 625 473
Benefts paid (118) (214) (230)
Actuarial gains/(losses) 25 18 13
Fair value of plan assets
at the end of the year
1,416 1,967 2,387
Present value of
unfunded obligation ` (442) ` (93) ` (89)
Recognized liability ` (442) ` (93) ` (89)
The experience adjustments, meaning difference between
changes in plan assets and obligations expected on the basis
of actuarial assumption and actual changes in those assets and
obligations are as follows:
As at March 31,
2009 2010 2011
Diference between expected
and actual developments:
of fair value of the obligation (59) (84) (32)
of fair value of plan assets 26 18 15
As at March 31, 2009, 2010 and 2011, 100% of the plan assets
were invested in insurer managed funds.
The expected future contribution and estimated future beneft
payments from the fund are as follows:
Expected contribution to the fund during the
year ending March 31, 2012 ` 379
Estimated beneft payments from the fund for
the year ending March 31:
2012 ` 498
2013 538
2014 545
2015 558
2016 623
Thereafter 2,590
Total ` 5,352
The expected benefts are based on the same assumptions used
to measure the Companys beneft obligations as of March 31,
2011.
List of subsidiaries as of March 31, 2011 are provided in the table below.
Direct Subsidiaries Step Subsidiaries
Country of
Incorporation
Wipro Inc. U.S.
Enthink Inc. U.S.
Cygnus Negri Investments Private
Limited
India
(A)
Austria
Direct Subsidiaries Step Subsidiaries
Country of
Incorporation
Wipro Holdings Hungary Korltolt
Felelssg Trsasg
Hungary
Egypt SAE
Egypt
Limited
U.K.
Wipro Technologies (South Africa)
Proprietary Limited
South Africa
Netherlands BV
Netherland
Wipro Portugal S. A.
(A)
(Formerly
Portugal
Wipro Technologies Limited, Russia Russia
AB
Sweden
Oy
Finland
(A)
Singapore
Wipro Technocentre (Singapore) Pte
Limited
Singapore
Wipro Networks Pte Limited (formerly
3D Networks Pte Limited)
Singapore
Wipro Technologies SDN BHD
(Formerly Planet PSG SDN BHD)
Malaysia
WMNETSERV INC U.S.
China
Wipro Limited 201
Step Subsidiaries Step Subsidiaries
Country of
Incorporation
Wipro Unza Vietnam Co., Limited Vietnam
Wipro Unza (Guangdong)

Consumer Products Limited. China
Unza Overseas Limited
British virgin
islands
Wipro Unza Middle East Limited
British virgin
islands
Unza International Limited
British virgin
islands
Manufacturing Services Sdn Bhd Malaysia
Shubido Pacifc Sdn Bhd
(a)
Malaysia
New Logic Technologies GmbH
Austria
New Logic Technologies SARL
France
Wipro Portugal S.A.
SAS Wipro France
France
U.K.
Brazil
Wipro Technologies Gmbh (formerly
Enabler & Retail Consult GmbH)
Germany
a) All the above subsidiaries are 100% held by the Company except Shubido Pacifc Sdn Bhd in which the Company holds 62.55%
of the equity securities.
The list of controlled trusts are:
Name of entity Nature Country of Incorporation
Wipro Equity Reward Trust Trust India
Wipro Inc Beneft Trust Trust USA
The other related parties are:
Name of entity Nature % of
holding
Country of
Incorporation
Azim Premji Trust Entity controlled by Director
Regal Investment Trading Company Private Limited Entity controlled by Director
Vidya Investment Trading Company Private Limited Entity controlled by Director
Napean Trading Investment Company Private Limited Entity controlled by Director
- Azim Premji Chairman and Managing Director
- Suresh C Senapaty Chief Financial Ofcer and Director
- Suresh Vaswani Jt CEO, IT Business and Director
(1)
- Girish S Paranjpe Jt CEO, IT Business and Director
(1)
- T K Kurien CEO, IT Business and Director
(2)
- Dr. Ashok Ganguly Non-Executive Director
- Narayan Vaghul Non-Executive Director
- Dr. Jagdish N Sheth Non-Executive Director
- P.M Sinha Non-Executive Director
- B.C. Prabhakar Non-Executive Director
- Bill Owens Non-Executive Director
- Dr. Henning Kagermann Non-Executive Director
- Shyam Saran Non-Executive Director
Relative of Key management personnel
- Rishad Premji Relative of the Key management personnel
(1)
Upto January 31, 2011
(2)
W.e.f February 01,2011
Transaction/ Balances Associate Entities controlled by
Directors
Key Management
Personnel
2009 2010 2011 2009 2010 2011 2009 2010 2011
Sale of goods and services 15 7 18 1 1 - - - -
Dividend - - - 4,418 4,418 10,362 230 234 536
##
Royalty income 36 32 - - - - - - -
#
Remuneration and short-term benefts - - - - - - 85 175 260
Other benefts - - - - - - 32 34 30
Remuneration to relative of key
management personnel
- - - - - - 3 4 5
Receivables - 1 7 - - - - - -
Payables - - - - 2 - 4 44 8
#
Post employment beneft comprising gratuity, and compensated absences are not disclosed as these are determined for the
Company as a whole.
##
including relative of key management personnel.
29. Commitments and contingencies
Operating leases: The Company has taken ofce and residential
facilities under cancelable and non-cancelable operating lease
agreements that are renewable on a periodic basis at the option
of both the lessor and the lessee. The operating lease agreements
extend up to a maximum of ffteen years from their respective
dates of inception and some of these lease agreements have
price escalation clause. Rental payments under such leases were
` 2,526, ` 3,062 and ` 3,230, for the year ended March 31, 2009,
2010 and 2011, respectively.
Wipro Limited 203
Details of contractual payments under non-cancelable leases
are given below:
As at March 31,
2010 2011
Not later than one year ` 1,396 ` 1,828
Later than one year but not later
than fve years
4,319 5,143
Later than fve years 2,554 3,294
` 8,269 ` 10,265
Capital commitments: As at March 31, 2010 and 2011, the
Company had committed to spend approximately ` 2,782 and
` 2,071, respectively, under agreements to purchase property
and equipment. These amounts are net of capital advances paid
in respect of these purchases.
Guarantees: As at March 31, 2010 and 2011, performance
and fnancial guarantees provided by banks on behalf of the
Company to the Indian Government, customers and certain
other agencies amount to approximately ` 14,526 and ` 19,841,
respectively, as part of the bank line of credit.
Contingencies and lawsuits: The Company had received tax
demands from the Indian income tax authorities for the fnancial
years ended March 31, 2001, 2002, 2003 and 2004 aggregating
to ` 11,127 (including interest of ` 1,503). The tax demands
were primarily on account of the Indian income tax authoritys
denial of deductions claimed by the Company under Section
10A of the Income Tax Act 1961, in respect of profts earned
by the Companys undertakings in Software Technology Park
at Bangalore. The appeals fled by the Company for the above
years to the frst appellate authority were allowed in favor of the
Company, thus deleting a substantial portion of the demands
raised by the Income tax authorities. On further appeal fled
by the income tax authorities, the second appellate authority
upheld the claims of the Company for the years ended March
31, 2001, 2002, 2003 and 2004. In December 2008, the Company
received, on similar grounds, an additional tax demand of
` 5,388 (including interest of ` 1,615) for the fnancial year
ended March 31, 2005. The appeal fled before the frst appellate
authority against the said order has been allowed in favour of
the Company thus deleting substantial demand raised by the
Income tax authorities.
In December 2009, the Company received the draft assessment
order, on similar grounds, with a demand of ` 6,757 (including
interest of ` 2,050) for the fnancial year ended March 31, 2006.
The Company had fled its objections against the said demand
before the Dispute Resolution Panel, which later issued directions
confrming the position of the assessing ofcer. Subsequently, the
assessing ofcer passed the fnal assessment order in October
2010 raising a tax demand of ` 7,218 (including interest of `
2,510). The Company has fled an appeal against the said order
before the tribunal within the time limit permitted under the
statute.
In December 2010, the Company received the draft assessment
order, on similar grounds, with a demand of ` 7,747 (including
interest of ` 2,307) for the fnancial year ended March 31, 2007.
The Company has fled an objection against the said demand
before the Dispute Resolution Panel, within the time limit
permitted under the statute.
Considering the facts and nature of disallowance and the order
of the appellate authority upholding the claims of the Company
for earlier years, the Company believes that the fnal outcome
of the above disputes should be in favor of the Company and
there should not be any material impact on the consolidated
The Contingent liability in respect of disputed demands for
excise duty, custom duty, income tax, sales tax and other matters
amounts to ` 872, ` 1,384 and ` 1,472 as of March 31, 2009,
2010 and 2011, respectively.
The Company is subject to legal proceedings and claims which
have arisen in the ordinary course of its business. The resolution
of these legal proceedings is not likely to have a material and
adverse effect on the results of operations or the financial
position of the Company.
Other commitments: The Companys Indian operations have
been established as unit in Special Economic Zone and Software
Technology Park Unit under plans formulated by the Government
of India. As per the plan, the Companys India operations have
export obligations to the extent of foreign exchane net positive
(i.e. foreign exchange infow foreign exchange outfow should
be positive) over a fve year period. The consequence of not
meeting this commitment in the future would be a retroactive
levy of import duties on certain hardware previously imported
duty free. As at March 31, 2011, the Company has met all
commitments required under the plan.
30. Segment Information
The Company is currently organized by segments, which includes
IT Services (comprising of IT Services and BPO Services), IT
Products, Consumer Care and Lighting and Others.
The Chairman of the Company has been identified as the
Chief Operating Decision Maker (CODM) as defned by IFRS 8,
Operating Segments. The Chairman of the Company evaluates
the segments based on their revenue growth, operating income
and return on capital employed. The management believes
that return on capital employed is considered appropriate for
evaluating the performance of its operating segments. Return
on capital employed is calculated as operating income divided
by the average of the capital employed at the beginning and at
the end of the period. Capital employed includes total assets of
the respective segments less all liabilities, excluding loans and
borrowings.
Information on reportable segments is as follows:
IT Services and Products Consumer
Care and
Lighting
Others Reconciling
Items
Entity
Total
IT
Services
IT
Products
Total
Revenues 191,613 34,277 225,890 19,249 8,995 1,204 255,338
Cost of revenues (128,473) (30,886) (159,359) (10,782) (8,679) (1,395) (180,215)
Selling and marketing expenses (10,581) (1,361) (11,942) (4,750) (294) (327) (17,313)
General and administrative expenses (12,271) (667) (12,938) (1,125) (316) (131) (14,510)
Operating income of segment 40,288 1,363 41,651 2,592 (294) (649) 43,300
Finance expense (3,824)
Finance and other income 5,057
Share of profits of equity accounted
investees 362
Proft before tax 44,895
Income tax expense (6,035)
Proft for the year 38,860
Depreciation and amortization expense 6,192 377 268 111 6,948
Total assets 181,303 22,862 6,748 73,342 284,255
Total liabilities 70,869 5,803 2,465 57,737 136,874
Opening capital employed 93,845 17,359 6,149 53,080 170,433
Closing capital employed 115,089 18,782 5,638 64,763 204,272
Average capital employed 104,467 18,070 5,893 58,923 187,353
Return on capital employed 40% 14% (5)% - 23%
Additions to:
Goodwill 5,437 - - - 5,437
Intangible assets 1,629 124 - - 1,753
Property, plant and equipment 14,463 726 445 646 16,280
Wipro Limited 205
IT Services and Products Consumer
Care and
Lighting
Others Reconciling
Items
Entity
Total
IT
Services
IT
Products
Total
Revenues 202,490 38,205 240,695 22,584 7,143 1,152 271,574
Cost of revenues (132,144) (34,151) (166,295) (11,805) (7,446) (753) (186,299)
General and administrative expenses (12,446) (1,015) (13,461) (1,207) (210) 55 (14,823)
Operating income of segment 47,687 1,764 49,451 3,102 (836) 127 51,844
investees 530
Total assets 191,535 25,233 8,779 104,381 329,928
Additions to:
Goodwill 1,557 1,019 - - 2,576
Intangible assets 18 1,031 - - 1,049
IT Services and Products
Consumer
Care and
Lighting Others
Reconciling
Items
Entity
Total
IT
Services
IT
Products Total
Revenues 234,850 36,910 271,760 27,258 10,896 1,073 310,987
Cost of revenues (153,446) (32,843) (186,289) (15,142) (10,160) (1,217) (212,808)
General and administrative expenses (15,355) (1,174) (16,529) (1,152) (342) (316) (18,339)
Operating income of segment 53,407 1,609 55,016 3,450 (97) (701) 57,668
investees 648
Total assets 216,511 27,829 10,475 116,628 371,443
Additions to:
Goodwill 54 - - - 54
Intangible assets 28 8 - - 36
The Company has four geographic segments: India, the United
States, Europe and Rest of the world. Revenues from the
geographic segments based on domicile of the customer are
as follows:
2009 2010 2011
India ` 54,945 ` 62,179 ` 67,904
United States 115,022 119,870 129,217
Europe 57,109 56,780 68,159
Rest of the world 28,262 32,745 45,707
` 255,338 ` 271,574 ` 310,987
No client individually accounted for more than 10% of the
revenues during the year ended March 31, 2009, 2010 and
2011.
Notes:
a) The company has the following reportable segments:
i) IT Services: The IT Services segment provides IT and IT
enabled services to customers. Key service ofering includes
software application development, application maintenance,
research and development services for hardware and software
design, data center outsourcing services and business process
outsourcing services.
ii) IT Products: The IT Products segment sells a range of
Wipro personal desktop computers, Wipro servers and Wipro
notebooks. The Company is also a value added reseller of
desktops, servers, notebooks, storage products, networking
solutions and packaged software for leading international
brands. In certain total outsourcing contracts of the IT Services
segment, the Company delivers hardware, software products
and other related deliverables. Revenue relating to these items
is reported as revenue from the sale of IT Products.
Wipro Limited 207
iii) Consumer care and lighting: The Consumer Care and
Lighting segment manufactures, distributes and sells personal
care products, baby care products, lighting products and
hydrogenated cooking oils in the Indian and Asian markets.
iv) The Others segment consists of business segments that do
not meet the requirements individually for a reportable segment
as defned in IFRS 8.
v) Corporate activities such as treasury, legal and accounting,
which do not qualify as operating segments under IFRS 8, and
elimination of inter-segment transactions have been considered
within reconciling items.
b) Revenues include excise duty of ` 1,054, ` 842 and ` 1,007
for the year ended March 31, 2009, 2010 and 2011, respectively.
For the purpose of segment reporting, the segment revenues are
net of excise duty. Excise duty is reported in reconciling items.
c) For the purpose of segment reporting only, the Company
has included the impact of foreign exchange gains / (losses),
net in revenues (which is reported as a part of operating proft
in the statement of income).
d) For evaluating performance of the individual business
segments, stock compensation expense is allocated on the
basis of straight line amortization. The incremental impact of
accelerated amortization of stock compensation expense over
stock compensation expense allocated to the individual business
segments is reported in reconciling items.
e) For evaluating the performance of the individual business
segments, amortization of intangibles acquired through business
combinations are reported in reconciling items. Accordingly,
comparative period information has been reclassifed.
f ) The Company generally offers multi-year payment
terms in certain total outsourcing contracts. These payment
terms primarily relate to IT hardware, software and certain
transformation services in outsourcing contracts. Corporate
treasury provides internal fnancing to the business units ofering
multi-year payment terms. Accordingly, such receivables are
refected in capital employed in reconciling items. As of March
31, 2009, 2010 and 2011, capital employed in reconciling items
includes ` 5,549, ` 8,516 and ` 12,255, respectively, of such
receivables on extended collection terms.
g) Operating income of segments is after recognition of stock
compensation expense arising from the grant of options:
Segments Year ended March 31,
2009 2010 2011
IT Services ` 1,523 ` 1,159 ` 1,214
IT Products 112 93 90
Consumer Care and
Lighting
76 71 112
Others 21 18 31
Reconciling items 136 (39) (355)
Total ` 1,868 ` 1,302 ` 1,092
h) Management believes that it is currently not practicable
to provide disclosure of geographical location wise assets,
since the meaningful segregation of the available information
is onerous.
A&D Aerospace & Defence
ADM Application Development & Maintenance
ADR American Depository Receipt
APAC Asia Pacifc
ASEAN Association of Southeast Asian Nations
BFSI Banking & Financial Services
BPO Business Process Outsourcing
BPS Basis Point
CAGR Compounded Annual Growth Rate
CCLG Consumer Care & Lighting
CEM Client Engagement Manager
CFL Compact Fluorescent Lamps
CMSP Communication & Service Provider
COSO Company of Sponsoring Trade way Organisation
CPG Consumer Packaged Goods
CSAT Customer Satisfaction
CTI Computer Telephony Interface
FMCG Fast Moving Consumer Goods
FPP Fixed Price Projects
IFRS International Financial Reporting Standards
IP Intellectual Property
IT Products Information Technology Products
IT Services Information Technology Services
ITES Information Technology Enabled Services
LAN Local Area Network
LATAM Latin America
LED Light Emitting Diode
LEED Leadership in Energy and Environmental Designs
M2M Machine to Machine
NASSCOM National Association of Software and Services
Companies
NUI Natural User Interface
OEM Original Equipment Manufacturer
RSU Restricted Stock Unit
WAN Wide Area Network
WIN Wipro Infrastructure Engineering
Gl ossary
Corporate Information
Board of Directors
Azim H. Premji - Chairman
B.C. Prabhakar
Narayanan Vaghul
Dr. Jagdish N. Sheth
Dr. Ashok Ganguly
Priya Mohan Sinha
William Arthur Owens
Suresh C. Senapaty
Dr. Henning Kagermann
Shyam Saran
T. K. Kurien
Company Secretary
Executive Director and Chief
Financial Officer
Statutory Auditors
Auditors IFRS
V. Ramachandran
Suresh C. Senapaty
BSR & Co.
KPMG
Depository for American
Depository Shares
Registrar and Share Transfer
Agents
Registered & Corporate Office
J.P. Morgan Chase Bank N.A.
Karvy Computershare Private Ltd.
Doddakannelli , Sarjapur Road
Bengaluru - 560 035
India
Ph: +91 (80) 28440011
Fax: +91 (80) 28440256
Website: http://www.wipro.com
WI PRO LI MI TED
Doddakannelli, Sarjapur Road, Bengaluru-560035, India
www.wipro.com w
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