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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
  o
    
    Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended March 31, 2010o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  too
    
    Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of event requiring this shell company report
 Commission File Number 001-16139
 WIPRO LIMITED
  Not Applicable
 
 Bangalore, Karnataka, India
 
 Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0055
 
 Suresh
C. Senapaty, Chief Financial Officer and Director
Phone: +91 80 28440055; Fax: +91 80 28440104
 
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredAmerican Depositary Shares, each represented by one 
Equity Share, par value Rs. 2 per share.
    
    New York Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:None
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 Not Applicable
 
 Equity Shares.
  þ o
  o þ
   þ o
  o o
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
  U.S.
GAAP        o
    
    International Financial Reporting
    þ
    Other
oStandards as issued by the InternationalAccounting Standards Board
  o o
  o þ




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Currency of Presentation and Certain Defined Terms
    Forward-Looking Statements May Prove Inaccurate
   
    
    our strategy to finance our operations, including our planned construction and expansion;
 
    
    future marketing efforts, advertising campaigns, and promotional efforts;
 
    
    future growth and market share projections, including projections regarding developments in
technology and the effect of growth on our management and other resources;
 
    
    the effect of facility expansion on our fixed costs;
 
    
    our future expansion plans;
 
    
    our future acquisition strategy, including plans to acquire or make investments in
complementary businesses, technologies, services or products, or enter into strategic
partnerships with parties who can provide access to those assets;
 
    
    the future impact of our acquisitions;
 
    
    our strategy and intentions regarding new product branding, including intentions to
introduce acquired personal care product brands to establish our presence in the markets for
personal care products in India;
 
    
    the future competitive landscape and the effects of different pricing strategies;
 
    
    the effect of current tax laws, including the branch profit tax;
 
    
    the effect of future tax laws on our business;
 
    
    the outcome of any legal proceeding, hearing, or dispute (including tax hearings) and the
resulting effects on our business;
 
    
    our ability to implement and maintain effective internal
control over financial reporting;
 
    
    projections that the legal proceedings and claims that have arisen in the ordinary course
of our business will not have a material and adverse effect on the results of operations or
the financial position of the Company;
 
    
    expectations of future dividend payout;
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
    
    projections that our cash and cash equivalent along with cash generated from operations
will be sufficient to meet our working capital requirements and certain of our obligations;
 
    
    our compensation strategy;
 
    
    projections regarding currency transactions, including the effect of exchange rates on the
Indian rupee and the U.S. dollar;
 
    
    the nature of our revenue streams, including the portion of our IT Services revenue
generated from a limited number of corporate clients;
 
    
    the effect of a strategically located network of software development centers, and whether
it will provide us with cost advantages;
 
    
    our ability to anticipate and develop new services and enhance existing services in order
to keep pace with rapid changes in technology;
 
    
    projections regarding future economic policy, legislation, foreign investment, currency
exchange and other policy matters that may affect our business;
 
    
    the nature and flexibility of our business model;
 
    
    expectations as to our future revenue, margins, expenses and capital requirements; and
 
    
    market risk in the section titled Quantitative and Qualitative Disclosure About Market
Risk under Item 11 of this Annual Report on
Form 20-F.
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##### 



TABLE OF CONTENTS
 Part I Item 1. Identity of Directors, Senior Management and Advisers

5Item 2. Offer Statistics and Expected Timetable

5Item 3. Key Information

6Item 4. Information on the Company

21Item 4
A. Unresolved Staff Comments

40Item 5. Operating and Financial Review and Prospects

40Item 6. Directors, Senior Management and Employees

57Item 7. Major Shareholders and Related Party Transactions

66Item 8. Financial Information

67Item 9. The Offer and Listing

68Item 10. Additional Information

71Item 11. Quantitative and Qualitative Disclosure About Market Risk

84Item 12. Description of Securities Other than Equity Securities

86Part II Item 13. Defaults, Dividend Arrearages and Delinquencies

87Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

87Item 15. Controls and Procedures

87Item 16 A. Audit Committee Financial Expert

90Item 16 B. Code of Ethics

90Item 16 C. Principal Accountant Fees and Services

90Item 16 D. Exemptions from the Listing Standards for Audit Committees

91Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

91Item 16 F. Changes in registrants Certifying Accountant

91Item 16 G. Corporate Governance

91Part III Item 17. Financial Statements

92Item 18. Financial Statements

93Item 19. Exhibits

157EX-12.1EX-12.2EX-13EX-15.1
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Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
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Item 3. Key Information
 Summary of Selected Consolidated Financial Data
  (In millions, except per equity share data)2009
    
    
    2010
    
    
    2010ConvenienceTranslation intoUS$Consolidated Statements of Income data:Revenues
    
    Rs.
    256,891
    
    
    Rs.
    271,957
    
    
    $
    6,050Cost of revenues
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    (4,145
    )Gross profit
    
    Rs.
    76,676
    
    
    Rs.
    85,658
    
    
    $
    1,906Selling and marketing expenses
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    (414
    )General and administrative expenses
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    (330
    )Foreign exchange gains/(losses), net
    
    
    (1,553
    )
    
    
    (716
    )
    
    
    (16
    )Results from operating activities
    
    Rs.
    43,300
    
    
    Rs.
    51,511
    
    
    $
    1,146Finance expense
    
    
    (3,824
    )
    
    
    (991
    )
    
    
    (22
    )Finance and Other income
    
    
    5,057
    
    
    
    4,360
    
    
    
    97Share of profits of equity accounted investees
    
    
    362
    
    
    
    530
    
    
    
    12Profit before tax
    
    
    44,895
    
    
    
    55,410
    
    
    
    1,233Income tax expense
    
    
    (6,035
    )
    
    
    (9,294
    )
    
    
    (207
    )Profit for the year
    
    Rs.
    38,860
    
    
    Rs.
    46,116
    
    
    $
    1,026Attributable to:Equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931
    
    
    
    1,022Minority interest
    
    
    99
    
    
    
    185
    
    
    
    4Profit for the year
    
    Rs.
    38,860
    
    
    Rs.
    46,116
    
    
    $
    1,026Earnings per equity share:Basic
    
    
    15.99
    
    
    
    18.91
    
    
    
    0.42Diluted
    
    
    15.90
    
    
    
    18.75
    
    
    
    0.42Weighted average number of equity shares used in
computing earnings per equity share: (2)Basic
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,429,025,243Diluted
    
    
    2,437,464,403
    
    
    
    2,449,658,532
    
    
    
    2,449,658,532Cash dividend per equity share paid
    
    
    4.00
    
    
    
    4.00
    
    
    
    0.09Additional data:Revenue by segmentIT Services
    
    Rs.
    191,613
    
    
    Rs.
    202,490
    
    
    $
    4,505IT Products
    
    
    34,277
    
    
    
    38,205
    
    
    
    850Consumer Care and Lighting
    
    
    19,249
    
    
    
    22,584
    
    
    
    502Others
    
    
    8,995
    
    
    
    7,143
    
    
    
    159Reconciling items
    
    
    1,204
    
    
    
    819
    
    
    
    18Total
    
    Rs.
    255,338
    
    
    Rs.
    271,241
    
    
    $
    6,034Operating income by segmentIT Services
    
    Rs.
    40,197
    
    
    Rs.
    47,408
    
    
    $
    1,055IT Products
    
    
    1,363
    
    
    
    1,764
    
    
    
    39Consumer Care and Lighting
    
    
    2,592
    
    
    
    3,080
    
    
    
    69Others
    
    
    (294
    )
    
    
    (836
    )
    
    
    (19
    )Reconciling items
    
    
    (558
    )
    
    
    95
    
    
    
    2Total
    
    Rs
    43,300
    
    
    Rs.
    51,511
    
    
    $
    1,146Consolidated Statements of Financial Position Data:Cash and cash equivalents
    
    Rs.
    49,117
    
    
    Rs.
    64,878
    
    
    $
    1,443Available for sale investments
    
    
    16,293
    
    
    
    30,420
    
    
    
    677Working capital (1)
    
    
    57,152
    
    
    
    95,565
    
    
    
    2,126Total assets
    
    
    284,255
    
    
    
    329,928
    
    
    
    7,340Total debt
    
    
    56,892
    
    
    
    62,511
    
    
    
    1,391Total equity
    
    
    147,381
    
    
    
    196,549
    
    
    
    4,373
 Notes:
 1.
    
    Working capital equals current assets minus current liabilities.2.
    
    Adjusted for stock dividend.
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Exchange Rates
   Fiscal Year Ended March 31,
    
    Period End
    
    Average
    
    High
    
    Low2010
    
    Rs.
    44.95
    
    
    Rs.
    47.18
    
    
    Rs.
    50.48
    
    
    Rs.
    44.942009
    
    
    50.87
    
    
    
    46.32
    
    
    
    51.96
    
    
    
    39.732008
    
    
    40.02
    
    
    
    40.13
    
    
    
    43.05
    
    
    
    38.482007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.782006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.05
   Month
    
    High
    
    LowOctober 2010
    
    
    44.59
    
    
    
    44.05September
2010
    
    
    46.82
    
    
    
    44.56August 2010
    
    
    46.87
    
    
    
    45.70July 2010
    
    
    47.23
    
    
    
    46.25Jun 2010
    
    
    47.08
    
    
    
    45.64May 2010
    
    
    47.49
    
    
    
    44.46
 Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
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RISK FACTORS
  Risks Related to our Company and our Industry
 Our revenues and expenses are difficult to predict because they can fluctuate significantly
given the nature of the markets in which we operate. This increases the likelihood that our results
could fall below the expectation of market analysts, which could cause the market price of our
equity shares and ADSs to decline.
  
    
    the size, complexity, timing, pricing terms and profitability of significant
projects or product orders;
    
    changes in our pricing policies or those of our competitors;
    
    the proportion of services we perform at our clients sites rather than at our
offshore facilities;
    
    seasonal changes that affect the mix of services we provide to our clients or the
relative proportion of services and product revenue;
    
    seasonal changes that affect purchasing patterns among our consumers of desktops,
notebooks, servers, communication devices, consumer care and other products;
    
    unanticipated cancellations, contract terminations or deferral of projects or those
occurring as a result of our clients reorganizing their operations;
    
    the duration of tax holidays or exemptions and the availability of other Government
of India incentives;
    
    the effect of seasonal hiring patterns and the time we require to train and
productively utilize our new employees;
    
    unanticipated variations in the duration, size and scope of our projects, as well as
changes in the corporate decision-making process of our clients;
    
    currency exchange fluctuations; and
    
    other economic and political factors.
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If we do not continue to improve our administrative, operational and financial personnel and
systems to manage our growth, the value of our shareholders investment may be harmed.
  
    
    recruiting and retaining sufficiently skilled technical, marketing and management
personnel;
    
    adhering to our high quality standards;
    
    maintaining high levels of client satisfaction;
    
    developing and improving our internal administrative infrastructure, particularly
our financial, operational, communications and other internal systems; and
    
    preserving our culture, values and entrepreneurial environment.
  Intense competition in the market for IT and ITES services could adversely affect our cost
advantages, and, as a result, decrease our revenues.
  We may face difficulties in providing end-to-end business solutions for our clients that could
cause clients to discontinue their work with us, which in turn could harm our business.
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Our success depends in large part upon the ability of our management team and other highly
skilled professionals. If we fail to retain and attract these personnel, our business may be unable
to grow and our revenue could decline, which may decrease the value of our shareholders
investment.
   Exchange rate fluctuations in various currencies in which we do business, could negatively
impact our revenue and operating results.
   Our revenues are highly dependent on clients primarily located in the United States and
Europe, as well as on clients concentrated in certain industries, and economic slowdowns or factors
that affect the economic health of the United States, Europe or these industries may affect our
business.
    Our IT Services revenue depends to a large extent on a small number of clients, and our
revenue could decline if we lose a major client.
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Restrictions on immigration in the U.S. may affect our ability to compete for and provide
services to clients in the United States, which could hamper our growth and cause our revenue to
decline.
       Our global operations expose us to numerous and sometimes conflicting legal and regulatory
requirements, and violation of these regulations could harm our
business.
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Legislation
in certain countries in which we operate, including the United States, may
restrict companies in those countries from outsourcing work to us.
   We focus on high-growth industries, such as networking and communications. Any decrease in
demand for technology in such industries may significantly decrease the demand for our services,
which may impair our growth and cause our revenue to decline.
  Our failure to complete fixed-price, fixed-timeframe contracts on budget and on time may
negatively affect our profitability, which could decrease the value of our shareholders
investment.
  Disruptions in telecommunications could harm our service model, which could result in a
reduction of our revenue.
  We may be liable to our clients for damages caused by disclosure of confidential information
or system failures.
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We are investing substantial cash assets in new facilities and physical infrastructures and
our profitability could be reduced if our business does not grow proportionately.
  Our international operations subject us to risks inherent in doing business on an
international level that could harm our operating results.
  Our business will suffer if we fail to anticipate and develop new services and enhance
existing services in order to keep pace with rapid changes in technology and the industries on
which we focus.
  Most of our client contracts can typically be terminated without cause and with little or no
notice or penalty, which could negatively impact our revenue and profitability.
  
    
    financial difficulties for a client;
    
    a change in strategic priorities, resulting in a reduced level of IT spending;
    
    a demand for price reductions; and
    
    a change in outsourcing strategy by moving more work to client in-house IT
departments or to our competitors.
 We may engage in future acquisitions, investments, strategic partnerships or other ventures
that may harm our performance, dilute our shareholders ownership and cause us to incur debt or
assume contingent liabilities.
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Some of our long-term client contracts contain benchmarking provisions which, if triggered
could result in lower contractual revenues and profitability in the future.
  We may be liable to our clients for damages caused by system failures, which could damage our
reputation and cause us to lose customers.
  Customers may subject us to litigation to seek damages for deficient services or for violating
intellectual property rights.
  Compliance with new and changing corporate governance and public disclosure requirements adds
uncertainty to our compliance policies and increases our costs of compliance.
      If we fail to or are unable to
implement and maintain effective internal controls over our financial reporting, the accuracy and
timeliness of our financial reporting may be adversely affected.
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If we are unable to collect our receivables from or invoice our unbilled services to our
clients, our results of operations and cash flows could be adversely affected.
  If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
  Our profitability could suffer if we are not able to maintain favorable utilization rates.
  
    
    our ability to transition employees from completed projects to new assignments and
to hire and assimilate new employees;
    
    our ability to forecast demand for our services and thereby maintain an appropriate
headcount in each of our geographies and workforces;
    
    our ability to manage attrition; and
    
    our need to devote time and resources to training, professional development and
other non-chargeable activities.
 Our work with government clients exposes us to additional risks inherent in the government
contracting environment.
  
    
    Government entities often reserve the right to audit our contract costs, including
allocated indirect costs, and conduct inquiries and investigations of our business practices with
respect to our government contracts. If the client finds that the costs are not reimbursable, then
we will not be allowed to bill for them, or the cost must be refunded to the client if
it has already been paid to us. Findings from an audit also may result in our being required
to prospectively adjust previously agreed rates for our work and may affect our future margins.
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
    
    If a government client discovers improper or illegal activities in the course of
audits or investigations, we may become subject to various civil and criminal penalties and
administrative sanctions, which may include termination of contracts, forfeiture of profits,
suspension of payments, fines and suspensions or debarment from doing business with other agencies
of that government. The inherent limitations of internal controls may not prevent or detect all
improper or illegal activities, regardless of their adequacy. Additionally, an allegation of
improper activity, even if not proven, could result in adverse publicity and damage to our
reputation and business.
    
    Government contracts, and the proceedings surrounding them, are often subject to more
extensive scrutiny and publicity than contracts with commercial clients. Negative publicity related
to our government contracts, regardless of its accuracy, may further damage our business by
affecting our ability to compete for new contracts.
    
    Political and economic factors such as pending elections, changes in leadership among
key executive or legislative decision makers, revisions to governmental tax policies and reduced
tax revenues can affect the number and terms of new government contracts signed.
  We are exposed to fluctuations in the market values of our investment portfolio.
  We are exposed to fluctuations in the interest rates for our borrowings.
  Our financial condition and results of operations may be harmed if we do not successfully
reduce market risks through the use of derivative financial instruments.
   Managements use of estimates may affect our income and financial position.
  If the Securities and Exchange Commission were to disagree with the conclusion of KPMG India
and our Audit Committee that KPMG India is independent for purposes of its audit of Wipro, certain
of our financial statements might have to be re-audited by a new independent registered public
accounting firm.
    Risks Related to Investments in Indian Companies and International Operations Generally.
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Wages in India have historically been lower than wages in the United States and Europe, which
has been one of our competitive advantages. Wage increases in India may prevent us from sustaining
this competitive advantage and may reduce our profit margins.
  We would realize lower tax benefits if the special tax holiday scheme for units set up in
special economic zones is substantially modified.
   Our profit for the period would decrease if the Government of India imposes additional taxes
or withdraws or reduces tax benefits or other incentives.
    In the event that the Government of India or the government of another country changes its tax
policies in a manner that is adverse to us, our tax expense may materially increase, reducing our
profitability.
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We operate in jurisdictions that impose transfer pricing and other tax-related regulations on
us, and any failure to comply could materially and adversely affect our profitability.
  Terrorist attacks or a war could adversely affect our business, results of operations and
financial condition.
  The markets in which we operate are subject to the risk of earthquakes, floods and other
natural disasters.
  Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
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Political considerations in the Indian Government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India in general, which could in return impact
our financial results and prospects.
   Indian law limits our ability to raise capital outside India and may limit the ability of
others to acquire us, which could prevent us from operating our business or entering into a
transaction that is in the best interests of our shareholders.
  Our ability to acquire companies organized outside India depends on the approval of the
Government of India. Our failure to obtain approval from the Government of India for acquisition of
companies organized outside India may restrict our international growth, which could negatively
affect our revenue.
  
    
    if the transaction consideration is paid in cash, up to 400% of the networth of the
acquiring Company;
    
    If the acquisition is funded with cash from the acquiring companys existing foreign
currency accounts or with cash proceeds from the issue of ADRs/GDRs; or
    
    if the transaction consideration is paid in stock (i.e., by issue of ADRs/GDRs), up
to ten times the acquiring companys previous fiscal years export earnings.
  It may be difficult for you to enforce any judgment obtained in the United States against us,
the selling shareholders or our affiliates.
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The laws of India do not protect intellectual property rights to the same extent as those of
the United States, and we may be unsuccessful in protecting our intellectual property rights.
Unauthorized use of our intellectual property may result in development of technology, products or
services which compete with our products. We may also be subject to third-party claims of
intellectual property infringement.
    Risks Related to the ADSs
 Sales of our equity shares may adversely affect the prices of our equity shares and the
ADSs.
  An active or liquid trading market for our ADSs is not assured.
  Indian law imposes foreign investment restrictions that limit a holders ability to convert
equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market
price of our equity shares.
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An investor in our ADSs may not be able to exercise preemptive rights for additional shares
and may thereby suffer dilution of his or her equity interest in us.
  ADS holders may be restricted in their ability to exercise voting rights.
  We may be classified as a passive foreign investment company, which could result in adverse
United States federal income tax consequence to U.S. holders.
  
 Item 4. Information on the Company
 History and Development of the Company
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Industry Overview
 IT Services
    
    
    India based sourcing offers significant cost advantages in terms of accessing highly
skilled talent at lower wage costs and productivity gains that can be derived from
having a very competent employee base. According to NASSCOMs Strategic Review Report
2010, the cost advantage achievable from outsourcing to India is unlikely to go away
due to an absolute cost advantage vis-à-vis other key markets and the prospect of
further reductions in infrastructure and overhead costs. According to NASSCOMs
Strategic Review Report 2010, despite operating cost increase in offshore locations,
India will still have substantial cost arbitrage of around 60% in 2015.
    
    India-based IT companies have proven their ability to deliver IT services that
satisfy the requirements of international clients who expect the highest quality
standards. According to NASSCOMs Strategic Review Report 2010, India based centers
(both Indian firms as well as MNC owned captives) have earned more quality
certifications than any other country, over 571 India based centers (both Indian firms
as well as MNC owned captives) had acquired quality certifications with 43% companies
certified SEI CMM Level 5 and 164 companies had acquired security certifications.
    
    India has a large, highly skilled English-speaking labor pool that is available at a
relatively low labor cost. According to NASSCOM Strategic Review Report 2010, the
Indian IT industry employed nearly 2,286,000 software professionals as of 2009-10,
making it one of the largest employers in the IT services industry. According to the
same report, India has the largest pool of suitable off-shore talent.
    
    With the time differential between India and its largest market, the United States,
Indian companies are able to provide a combination of onsite and offshore services on a
24-hour basis on specific projects.
    
    The Indian IT industry has been the primary beneficiary of the rapid transformation
of the telecom sector since it was deregulated to allow private participation, with the
cost of international connectivity declining rapidly and service level quality
improving significantly. This cost advantage is likely to continue due to lower
penetration levels and a growing consumer base.
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IT Products
    Consumer Care and Lighting
     Business Overview
   23




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Our overall business strategy
 Aggressively build awareness of the Wipro brand name
  Pursue selective acquisition of companies
  Sustain growth in operating income and cash flow of our traditional businesses
  Continue development of our deep industry knowledge
  Segment overview
 IT Services
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Our strategy
 Significantly expand our IT Services business
  
    
    Identify and develop service offerings in emerging growth areas as separate business
opportunities. Currently we are focusing on areas such as business intelligence
services, package implementation, niche consulting, data warehousing and network
storage;
    
    Increase our share of the total IT spending by our large customers through focused
account management and more effective selling of all service lines to our existing
customers;
    
    Develop industry specific point solutions and use them as entry strategies by
demonstrating industry knowledge and understanding of customer businesses and the
benefits of outsourcing;
    
    Offer new pricing models, sharing the risks and rewards of the impact of IT
solutions on business, productivity improvements and timeliness of delivery;
    
    Use efficient global sourcing models to source IT services from various geographies
and develop methodologies to develop and integrate solutions from around the globe;
    
    Leverage our experience in providing IT infrastructure management services in the
Indian market and data center capabilities of Infocrossing Inc. to expand our
technology infrastructure support services;
    
    Grow our research and development services by focusing on high growth markets such
as telecommunications, mobile communications and the Internet, and high growth
technologies such as embedded software;
    
    Expand our market presence by providing enterprise application integration and
system integration services;
    
    Expand our service line by investing in eBusiness solutions around information
security, business intelligence and information system, service oriented architecture
and web based applications; and
    
    Expand our business consulting services and position consulting services as
strategic differentiator over other competing entities.
 Increase the number of clients and penetration with such clients of our IT Services business
  Service offering
  Consulting:
  25




---



##### Table of Contents



Total Outsourcing:
 Enterprise Technology Integration:
 Infrastructure Management Services :
 Enterprise Application Services:
  Enterprise Resource Planning:
 Supply Chain Management:
 Customer Relationship Management:
 Testing Services :
 Product Engineering Services:
 26




---



##### Table of Contents



Customized applications:
 Application Development:
 Application Management Services:
 Business Technology Services (BTS):
  Business Intelligence and Information Management:
  
    
    Information lifecycle management which includes Enterprise Data Warehousing Master Data
and Metadata Management etc.
    
    Business intelligence that helps organization improve operational efficiencies
    
    Business Analytics that helps organizations plan and optimize business outcomes
  Portals and content management:
 Enterprise business integration:
 Enterprise security solutions:
 Business Process Management (BPM):
 Service Oriented Architecture(SOA):
 27




---



##### Table of Contents



Legacy Modernization:
 eMobility:
 Project and Portfolio Management:
 Business Process Outsourcing (BPO) Services :
  
    
    customer interaction services, such as IT-enabled customer services,
marketing services, technical support services and IT helpdesks;
    
    finance and accounting services, such as accounts payable and accounts receivable
processing;
    
    process improvement services that provide benefits of scale for repetitive
processes like claims processing, mortgage processing and document management; and
    
    knowledge process outsourcing services which involve high-end knowledge
work on intellectual property, equity and finance, analytics, market research and data
management.
   28




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##### Table of Contents



Our Global Delivery Model
  The Offshore Development Center.
 The Nearshore Development Center.
 Our Clients
  Number of clients inYear ended
    
    Year endedMarch 31,
    
    March 31,Per client revenue($)
    
    2009
    
    20101-3 million
    
    
    207
    
    
    
    1803-5 million
    
    
    67
    
    
    
    60>5 million
    
    
    153
    
    
    
    166Total > 1 million
    
    
    427
    
    
    
    406
  Sales and Marketing
  
    
    by the vertical market segment of our clients business;
    
    by the geographic region in which our client is located; and
    
    by the specific practice specialization or skill set that our client requires.
  29




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##### Table of Contents



Competition
   
    
    the ability of our competitors to attract, retain and motivate highly skilled IT
services professionals;
    
    the extent to which our international competitors expand their operations in India
and benefit from the favorable wage differential;
    
    the price at which our competitors offer their services; and
    
    the extent to which our competitors can respond to a clients needs.
  IT Products
  Our Strategy
  
    
    Positioning  build enhanced solution capabilities to position ourselves as a Valued
Added System Integrator;
    
    Geo expansion  we are expanding our market address into newer geographies;
    
    Vertical focus  higher customer engagement through industry focused solutions;
    
    Product-line expansion
 o
    
    new form factors and functionalities to address a broader spectrum of users branded under e.goo
    
    high-end Itanium servers and modular storage
 
    
    Alliances  realign existing and form new alliances, leverage alliance partnerships
for joint GTM with Wipro. Partner with emerging technology providers to improve market
address and develop new streams of revenue;
    
    Delivery and Operational Excellence- drive delivery and operational excellence
through industry standard processes and global best practices for better customer
satisfaction (CSAT) and cost optimization.
 30




---



##### Table of Contents



Products
  Wipro Manufactured Products
 Enterprise Platform.
 Networking Solutions.
 Software Products.
 Data Storage.
 Contact Centre Infrastructure.
 Enterprise Information Security
 Emerging Technologies
 Our Clients
  Sales and Marketing
   
    
    by customer segment  Uber, Enterprise and Corporate;
    
    by geography  region in which our client is located; and
    
    by verticals  vertical the client may fall under eg; BFSI , Telecom. The vertical
teams are aligned to the Uber and Enterprise accounts.
  Competition
  31




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##### Table of Contents




    
    commoditization of manufactured products business;
    
    increasing number of players in the IT Products market; and
    
    higher focus on Indian markets by all leading IT companies
  Consumer Care and Lighting
   Products
 Personal care products.
 Soaps and toiletries
 Lighting
 Office Modular Furniture
 Sales and Marketing
    32




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##### Table of Contents



Competition
  Raw Materials and Manufacturing
     Others
   
    
    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.
    Raw Materials and Manufacturing
   33




---



##### Table of Contents



Investment in Affiliates
  Our Competitive Strengths
  Comprehensive range of IT services
  World-class quality as measured by SEI-CMM and Six Sigma initiatives
  Service offerings in emerging growth areas
 st
  Non linearity:
 Productized Solutions:
 34




---



##### Table of Contents



Systems Integration:
 Development Accelerators:
 Broad range of research and development services
  Global delivery model
  
    
    a time difference between the client site and the ODC which allows a 24-hour work
schedule for specific projects;
    
    the ability to quickly increase the scale of development operations;
    
    increased access to our large pool of highly skilled IT professionals located in
India; and
    
    physical and operational separation from all other client projects, providing
enhanced security for a clients intellectual property.
 Established track record with premier international customer base
  
    
    the type of clients we target are likely to maintain or increase their IT
outsourcing budgets;
    
    our ODCs support critical IT applications of our large clients, so the clients are
therefore likely to provide a high level of repeat business; and
    
    our IT professionals are consistently exposed to the latest technologies that we are
then able to leverage to procure business from other clients.
 Ability to access, attract and retain skilled IT professionals
  35




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##### Table of Contents



Robust systems and processes to support growth in business
  Broad distribution network and strong sales force in India
  Strong brand recognition in the Indian market
  Markets and Sales Revenue
  (In millions)Year  ended March 31,2009
    
    
    2010India
    
    Rs.
    54,945
    
    
    Rs.
    62,179United States
    
    
    115,022
    
    
    
    119,537Europe
    
    
    57,109
    
    
    
    56,780Rest of the world
    
    
    28,262
    
    
    
    32,745Rs.
    255,338
    
    
    Rs.
    271,241
 Intellectual Property
    36




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##### Table of Contents



Effect of Government Regulation on our Business
    Organizational Structure
  Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Inc.
    
    
    
    
    
    U.S.Wipro Gallagher Solutions Inc
    
    
    
    U.S.Enthink Inc.
    
    
    
    U.S.Infocrossing Inc.
    
    
    
    U.S.Infocrossing. LLC,
    
    U.S.cMango Pte Limited
    
    
    
    
    
    SingaporeWipro Japan KK
    
    
    
    
    
    JapanWipro Shanghai Limited
    
    
    
    
    
    ChinaWipro Trademarks Holding Limited
    
    
    
    
    
    IndiaCygnus Negri Investments
Private Limited
    
    
    
    IndiaWipro Travel Services Limited
    
    
    
    
    
    IndiaWipro Consumer Care Limited
    
    
    
    
    
    IndiaWipro Holdings (Mauritius) Limited
    
    
    
    
    
    MauritiusWipro Holdings UK Limited
    
    
    
    U.K.Wipro Technologies UK Limited
    
    U.K.
 37




---



##### Table of Contents



Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Holding Austria GmbH(A)
    
    Austria3D Networks (UK) Limited
    
    U.K.Wipro Cyprus Private Limited
    
    
    
    
    
    CyprusWipro Technologies S.A DE C.V
    
    
    
    MexicoWipro BPO Philippines LTD.
Inc
    
    
    
    PhilippinesWipro Holdings Hungary
Korlátolt Felelősségű
Társaság
    
    
    
    HungaryWipro Technologies Argentina
SA
    
    
    
    ArgentinaWipro Information Technology
Egypt SAE
    
    
    
    EgyptWipro Arabia Limited*
    
    
    
    Saudi ArabiaWipro Poland Sp Zoo
    
    
    
    PolandWipro Information Technology
Netherlands BV
(formerly RetailBox BV)
    
    
    
    NetherlandsWipro Portugal S.A.(A)

(Formerly Enabler Informatica SA)
    
    PortugalWipro Technologies Limited, Russia
    
    RussiaWipro Technologies Oy
    
    
    
    FinlandWipro Infrastructure
Engineering AB
    
    
    
    SwedenWipro Infrastructure Engineering Oy
    
    FinlandHydrauto Celka San ve Tic
    
    TurkeyWipro Technologies SRL
    
    
    
    RomaniaWipro Singapore Pte Limited
    
    
    
    SingaporePT WT Indonesia
    
    IndonesiaWipro Unza Holdings Limited (A)
    
    SingaporeWipro Technocentre (Singapore) Pte
Limited
    
    SingaporeWipro (Thailand) Co Limited
    
    ThailandWipro Bahrain Limited WLL
    
    BahrainWipro Yardley FZE
    
    
    
    DubaiWipro Australia Pty Limited
    
    
    
    
    
    AustraliaWipro Networks Pte Limited (formerly 3D
Networks Pte Limited)
    
    
    
    
    
    SingaporePlanet PSG Pte Limited
    
    
    
    
    
    SingaporePlanet PSG SDN BHD
    
    
    
    MalaysiaWipro Chengdu Limited
    
    
    
    
    
    ChinaWipro Chandrika Limited
    
    
    
    
    
    IndiaWMNETSERV Limited
    
    
    
    
    
    CyprusWMNETSERV (U.K.) Limited.
    
    
    
    U.K.WMNETSERV INC
    
    
    
    U.S.Wipro Technology Services Limited
    
    
    
    
    
    IndiaWipro Airport IT Services Limited
    
    
    
    
    
    IndiaWipro Yardley Consumer Care Private Limited
    
    
    
    
    
    IndiaWipro
Infrastructure Engineering Machinery (Changzhou) Co., Ltd
    
    
    
    
    
    China
   
 (A)
    
    Step Subsidiary details of Wipro Unza Holdings Limited,
Wipro Holding Austria GmbH and Wipro Portugal S.A, are as follows : 38




---



##### Table of Contents



Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Unza Company Pte Limited
    
    
    
    
    
    SingaporeWipro Unza Indochina Pte Limited
    
    
    
    
    
    SingaporeWipro Unza Vietnam Co., Limited
    
    
    
    VietnamWipro Unza Cathay Limited
    
    
    
    
    
    Hong KongWipro Unza (China) Limited
    
    
    
    
    
    Hong KongWipro Unza (Guangdong)
Consumer
Products Limited
    
    
    
    ChinaPT Unza Vitalis
    
    
    
    
    
    IndonesiaWipro Unza (Thailand) Limited
    
    
    
    
    
    ThailandUnza Overseas Limited
    
    
    
    
    
    British virgin
islandsUnzafrica Limited
    
    
    
    
    
    NigeriaWipro Unza Middle East Limited
    
    
    
    
    
    British virgin
islandsUnza International Limited
    
    
    
    
    
    British virgin
islandsUnza Nusantara Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Holdings Sdn Bhd
    
    
    
    MalaysiaUnza (Malaysia) Sdn Bhd
    
    
    
    MalaysiaUAA (M) Sdn Bhd
    
    MalaysiaManufacturing Services Sdn Bhd
    
    
    
    MalaysiaShubido Pacific Sdn
Bhd(a)
    
    MalaysiaGervas Corporation Sdn Bhd
    
    
    
    MalaysiaGervas (B) Sdn Bhd
    
    MalaysiaFormapac Sdn Bhd
    
    
    
    MalaysiaWipro Holding Austria, GmbH
    
    
    
    
    
    AustriaNew Logic Technologies GmbH
    
    
    
    AustriaNew Logic Technologies SARL
    
    
    
    FranceWipro Portugal S.A.SAS Wipro France
(formerly Enabler France SAS)
    
    
    
    FranceWipro Retail UK Limited
(formerly Enabler UK Limited)
    
    
    
    U.K.Wipro do Brasil Technologia Ltda
(formerly Enabler Brazil Ltda)
    
    
    
    BrazilWipro Technologies Gmbh 
(formerly
Enabler & Retail Consult GmbH)
    
    
    
    Germany
 
   Name of Entity
    
    
    Nature
    
    
    Country of 
IncorporationWipro Equity Reward Trust
    
    
    Trust
    
    
    IndiaWipro Inc Benefit Trust
    
    
    Trust
    
    
    USA
 Property, Plant and Equipment
    39




---



##### Table of Contents



Material Plans to Construct, Expand and Improve Facilities
  Legal Proceedings
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
 forward-looking
 Forward-Looking
 forward-looking
 40




---



##### Table of Contents



Overview
    Recent Developments
 Audit committee investigation
   Findings and conclusions
          Results of Operations
  Wipro Limited and subsidiariesYear onYears ended March 31,
    
    Year2009
    
    2010
    
    change(in millions except earningsper share data)Revenue
    
    Rs.
    255,338
    
    
    Rs.
    271,241
    
    
    
    6.23
    %Cost of revenue
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    3.38
    %Gross profit
    
    
    75,123
    
    
    
    84,942
    
    
    
    13.07
    %Selling and marketing expenses
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    7.48
    %General and administrative expenses
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    2.16
    %Operating income
    
    
    43,300
    
    
    
    51,511
    
    
    
    18.96
    %Profit attributable to equity holders
    
    
    38,761
    
    
    
    45,931
    
    
    
    18.50
    %(1)As a Percentage of Revenue:Selling and marketing expenses
    
    
    6.78
    %
    
    
    6.86
    %
    
    
    (8
    ) bpsGeneral and administrative
expenses
    
    
    5.68
    %
    
    
    5.46
    %
    
    
    22
    bpsGross margins
    
    
    29.42
    %
    
    
    31.32
    %
    
    
    190
    bpsOperating Margin
    
    
    16.96
    %
    
    
    18.99
    %
    
    
    203
    bpsEarnings per shareBasic
    
    
    15.99
    
    
    
    18.91Diluted
    
    
    15.90
    
    
    
    18.75
 
 (1)
    
    Our adjusted non-GAAP profit for the year ended March 31, 2010 is Rs. 45,862, an
increase of 17.83% over the year ended March 31, 2009. See discussion below.  41




---



##### Table of Contents



Year ended March 31,2009
    
    2010(In Percentage)Revenue:IT Services and ProductsIT Services
    
    
    75
    
    
    
    75IT Products
    
    
    13
    
    
    
    14Total
    
    
    88
    
    
    
    89Consumer Care and Lighting
    
    
    8
    
    
    
    8Others, including reconciling items
    
    
    4
    
    
    
    3100
    
    
    
    100Operating Income:IT Services and ProductsIT Services
    
    
    93
    
    
    
    92IT Products
    
    
    3
    
    
    
    3Total
    
    
    96
    
    
    
    95Consumer Care and Lighting
    
    
    6
    
    
    
    6Others, including reconciling items
    
    
    (2
    )
    
    
    (1
    )100
    
    
    
    100
    Year ended March 31,2009
    
    
    2010Profit attributable to equity holders
for the year as per
IFRS
    
    Rs.
    38,761
    
    
    Rs.
    45,931Adjustments:Accelerated amortization of stock
options that vest in a graded
manner
    
    
    161
    
    
    
    (69
    )Adjusted non-GAAP profit
    
    Rs.
    38,922
    
    
    Rs.
    45,862
    42




---



##### Table of Contents



Results of operations for the years ended March 31, 2010 and 2009
 §
    
    Our total revenues increased by 6.23%. This was driven primarily by a 17%, 11% and
6% increase in revenue from our Consumer Care and Lighting, IT Products and IT Services
business segments respectively. This increased revenue was partially offset by a
decline in revenue from our Others segment, including reconciling items.§
    
    Our gross profit as percentage of our total revenue increased by 190 basis points
(bps). This was primarily on account of an increase in gross profit as a percentage of
revenue from our Consumer Care and Lighting segment by 374 bps, an increase in gross
profit as a percentage of revenue from our IT Services segment by 179 bps and an
increase in gross profit as a percentage of revenue from our IT Products segment by 72
bps. This increase was partially offset by a decline in gross profit as a percentage of
revenue from our Others segment, including reconciling items.§
    
    Our selling and marketing expenses as a percentage of revenue increased marginally
from 6.78% for the year ended March 31, 2009 to 6.86% for the year ended March 31,
2010. In absolute terms selling and marketing expenses increased by 7.48%, primarily
due to an increase in the Consumer Care and Lighting segment. This increase was
partially offset by a decline in the IT Products segment, IT Services segment and
Others segment, including reconciling items.§
    
    Our general and administrative expenses as a percentage of revenue decreased from
5.68% for the year ended March 31, 2009 to 5.46% for the year ended March 31, 2010. In
absolute terms general and administrative expenses increased by 2.16%, primarily due to
increased expenses in the IT Services segment, IT Products segment and Consumer Care
and Lighting segment. This increase was partially offset by a decline in the Others
segment, including reconciling items.§
    
    As a result of the foregoing factors, our operating income increased by 18.96%, from
Rs. 43,300 for the year ended March 31, 2009 to Rs. 51,511 for the year ended March 31,
2010.§
    
    Our finance expenses declined from Rs. 3,824 for the year ended March 31, 2009 to
Rs. 991 for the year ended March 31, 2010. This is primarily due to lower interest
rates on our loans and borrowings during the year ended March 31, 2010 as compared to
year ended March 31, 2009.§
    
    Our finance and other income declined from Rs. 5,057 for the year ended March 31,
2009 to Rs. 4,360 for the year ended March 31, 2010. Our dividend income declined by Rs
823 during the year ended March 31, 2010 as compared to year ended March 31, 2009. This
was partially offset by an increase of Rs 646 in the interest income during the same
period.§
    
    Our income taxes increased by Rs. 3,259, from Rs. 6,035 for the year ended March 31,
2009 to Rs. 9,294 for the year ended March 31, 2010. Adjusted for tax write-backs our
effective tax rate increased from 12.6% for the year ended March 31, 2009 to 16.9% for
the year ended March 31, 2010. The increase is primarily attributable to increase in
proportion of income subject to income taxes.§
    
    Our equity in earnings of affiliates for the years ended March 31, 2009 and 2010 was
Rs. 362 and Rs. 530, 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 Rs. 7,170, or 18.50%, from Rs. 38,761 for the year ended March 31, 2009 to
Rs. 45,931 for the year ended March 31, 2010.
 Segment Analysis
 IT Services
  43




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##### Table of Contents



Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    191,613
    
    
    Rs.
    202,490
    
    
    
    5.68
    %Gross profit
    
    
    63,140
    
    
    
    70,346
    
    
    
    11.41
    %Selling and marketing expenses
    
    
    (10,672
    )
    
    
    (10,492
    )
    
    
    (1.69
    )%General and administrative expenses
    
    
    (12,271
    )
    
    
    (12,446
    )
    
    
    1.43
    %Operating income
    
    
    40,197
    
    
    
    47,408
    
    
    
    17.94
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    5.57
    %
    
    
    5.18
    %
    
    
    39
    bpsGeneral and administrative expenses
    
    
    6.40
    %
    
    
    6.15
    %
    
    
    25
    bpsGross margin
    
    
    32.95
    %
    
    
    34.74
    %
    
    
    179
    bpsOperating margin
    
    
    20.98
    %
    
    
    23.41
    %
    
    
    243
    bps
  Results of operations for the years ended March 31, 2010 and 2009
 §
    
    Our revenue from IT Services increased by 5.68%. In USD terms our revenue increased
by 1.55% from $4,323 million to $4,390 million. Our average USD/INR realization
increased from Rs. 44.32 for the year ended March 31, 2009 to Rs. 46.12 for the year
ended March 31, 2010.This increase of 1.55% was primarily due to a 14% increase in revenue from healthcare
and services, a 13% increase in revenue from energy and utilities services, a 11%
increase in revenue from CMSP services, an 8% increase in revenue from retail and
transportation services and a 2% increase in revenue from financial services. These
increases were partially offset by an 19% decline in revenue from technology services
and 13% decline from telecom services. In our IT Services segment, we added 121 new
clients during the year ended March 31, 2010.§
    
    Our gross profit as a percentage of our revenue from our IT Services segment
increased by 179 bps. The improvement in gross margin as percentage of revenue is
primarily on account of improvement in average USD/INR realization and improvement in
utilization rates during the year ended March 31, 2010 as compared to year ended March
31, 2009.Our average utilization of billable employees improved from 69.1% for the year ended
March 31, 2009 to 71.5% for the year ended March 31, 2010. Further, the onsite price
realization improved approximately 3.68% during the year ended March 31, 2010. These
increases were partially offset by a decline in off-shore price realization by
approximately 1.42% and an increase in personnel cost due to increased compensation as
part of our annual compensation review.§
    
    Selling and marketing expenses as a percentage of revenue from our IT Services
segment declined from 5.57% for the year ended March 31, 2009 to 5.18% for the year
ended March 31, 2010. This decline is primarily attributable to cost rationalization
measures adopted by the company; for example we used video conferencing and virtual
meeting tools to reduce our travel spends.§
    
    General and administrative expenses as a percentage of revenue from our IT Services
segment declined from 6.40% for the year ended March 31, 2009 to 6.15% for the year
ended March 31, 2010. This decline is primarily attributable to higher provision for
doubtful debts during the year ended March 31, 2009 as compared to March 31, 2010.§
    
    As a result of the above, operating income of our IT Services segment increased by
17.94%.
 IT Products
  44




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##### Table of Contents



Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    34,277
    
    
    Rs.
    38,205
    
    
    
    11.46
    %Gross profit
    
    
    3,391
    
    
    
    4,054
    
    
    
    19.55
    %Selling and marketing expenses
    
    
    (1,361
    )
    
    
    (1,275
    )
    
    
    (6.32
    )%General and administrative expenses
    
    
    (667
    )
    
    
    (1,015
    )
    
    
    52.17
    %Operating income
    
    
    1,363
    
    
    
    1,764
    
    
    
    29.42
    %As a Percentage of Revenue:Selling and marketing
expenses
    
    
    3.97
    %
    
    
    3.34
    %
    
    
    63
    bpsGeneral and administrative
expenses
    
    
    1.95
    %
    
    
    2.66
    %
    
    
    (71
    ) bpsGross margin
    
    
    9.89
    %
    
    
    10.61
    %
    
    
    72
    bpsOperating margin
    
    
    3.98
    %
    
    
    4.62
    %
    
    
    64
    bps
  Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our revenue from the IT Products segment increased by 11.46% primarily due to higher
demand for IT Products in India and Middle East markets, for both traded and
manufactured products.
    
    Our gross profit as a percentage of our revenue of our IT products segment increased
by 72 bps. Our gross margin as a percentage of revenue increased both in traded and
manufactured product. This increase is primarily due to an increase in the proportion
of revenues from outsourcing and system integration contracts, which are higher value
added offerings.
    
    Selling and marketing expenses as a percentage of revenue from our IT Products
segment declined marginally from 3.97% for the year ended March 31, 2009 to 3.34% for
the year ended March 31, 2010. In absolute terms selling and marketing expenses
declined by Rs. 86.
    
    General and administrative expenses as a percentage of revenue from our IT Products
segment increased from 1.95% for the year ended March 31, 2009 to 2.66% for the year
ended March 31, 2010. In absolute terms general and administrative expenses increased
by Rs. 348.
    
    As a result of the above, operating income of our IT products segment increased by
29.42%.
 Consumer Care and Lighting
  Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    19,249
    
    
    Rs.
    22,584
    
    
    
    17.33
    %Gross profit
    
    
    8,467
    
    
    
    10,779
    
    
    
    27.31
    %Selling and marketing expenses
    
    
    (4,750
    )
    
    
    (6,492
    )
    
    
    36.67
    %General and administrative expenses
    
    
    (1,125
    )
    
    
    (1,207
    )
    
    
    7.29
    %Operating income
    
    
    2,592
    
    
    
    3,080
    
    
    
    18.83
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    24.68
    %
    
    
    28.75
    %
    
    
    (407
    ) bpsGeneral and administrative
expenses
    
    
    5.84
    %
    
    
    5.34
    %
    
    
    50
    bpsGross margin
    
    
    43.99
    %
    
    
    47.73
    %
    
    
    374
    bpsOperating margin
    
    
    13.47
    %
    
    
    13.64
    %
    
    
    17
    bps
 45




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##### Table of Contents



Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our Consumer Care and Lighting revenue increased by 17.33%. This increase is
attributable to an increase of approximately 16.16% in revenue from consumer products
sold in Indian markets and an increase of approximately 14.34% in revenue from personal
care products sold in south-east Asian markets. Further, our acquisition of Yardley
contributed an additional 1.7% of our total revenue from the Consumer Care and Lighting
segment.The growth in revenues in Indian markets is primarily due to an increase in revenue from
toilet soap products partially offset by a decline in revenues from lighting and
furniture products.
    
    Our gross profit as a percentage of our revenues from the Consumer Care and Lighting
segment increased by 374 bps. The expansion in gross margins is primarily due to a
decrease in major input costs and a change in the mix of products sold in favor of
products which typically have higher gross margins in both Indian and South Asian
markets.
    
    Selling and marketing expense as a percentage of revenue from our Consumer Care and
Lighting segment increased from 24.68% for the year ended March 31, 2009 to 28.75% for
the year ended March 31, 2010. This increase is primarily due to higher brand promotion
and advertisement spends in select geographies to further establish and expand our
market base for our new personal care brands.
    
    General and administrative expense as a percentage of revenue from our Consumer Care
and Lighting segment declined from 5.84% for the year ended March 31, 2009 to 5.34% for
the year ended March 31, 2010. In absolute terms general and administrative expenses
increased by Rs. 82. This increase is primarily due to increased expenses incurred by
our India operations.
    
    As a result of the above, operating income from our Consumer Care and Lighting
increased by 18.83%.
 Others, including reconciling items
 Results of operations for the years ended March 31, 2010 and 2009
 
    
    Revenue from our Others segment, including reconciling items, decreased by 21.93%,
from Rs. 10,199 for the year ended March 31, 2009 to Rs. 7,962 for the year ended March
31, 2010. The decline in revenue is attributable to a slowdown in the global markets
which has impacted the market for infrastructure engineering products in India and
Europe.
    
    Operating income/(loss) from our Others segment, including reconciling items,
decreased from Rs. (852) for the year ended March 31, 2009 to Rs. (741) for the year
ended March 31, 2010. This decrease is primarily due to the abolishment of the Fringe
Benefit Tax in accordance with the Finance Act (No. 2), 2009. The FBT expense during
the year ended March 31, 2009 was Rs. 412 recorded under reconciling items. The
decrease was partially offset by higher losses in our hydraulic cylinders and tipping
gear systems business during the year ended March 31, 2010, primarily due to
contraction in the sales volume of the infrastructure engineering business due to the
slowdown in the global market.
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##### Table of Contents



Acquisitions
    Foreign exchange gains / (losses), net
  
    
    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 reported as a component of other comprehensive income in
stockholders equity and subsequently recorded in the income statement when the hedged
transactions occur, along with the hedged items.
 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. 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.
  Wipro GE Medical Systems Private Limited. (Wipro GE).
 Income Taxes
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Software Technology and Hardware Technology Parks.
 Special Economic Zone.
        Liquidity and Capital Resources
  48




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##### Table of Contents



Year onYear ended March 31,
    
    Year2009
    
    2010
    
    ChangeNet cash provided by/(used in) continuing operations:Operating activities
    
    Rs.
    36,099
    
    
    Rs.
    50,998
    
    
    Rs.
    14,899Investing activities
    
    
    (24,183
    )
    
    
    (33,815
    )
    
    
    (9,632
    )Financing activities
    
    
    (3,259
    )
    
    
    (601
    )
    
    
    2,658Net change in cash and cash equivalents
    
    
    8,657
    
    
    
    16,582
    
    
    
    7,925Effect of exchange rate changes on cash and cash
equivalent
    
    
    663
    
    
    
    (1,258
    )
    
    
    (1,921
    )
 short-term short-term
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Off-Balance Sheet Arrangements
  Contractual obligations
  Total
    
    Payments due incontractual
   
    
    2015-16Particulars
    
    payment
    
    2010-11
    
    2011-13
    
    2013-15
    
    onwardsShort-term borrowings
    
    
    43,836
    
    
    
    43,836
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    17,963
    
    
    
    340
    
    
    
    17,501
    
    
    
    108
    
    
    
    14Obligations under capital leases
    
    
    712
    
    
    
    228
    
    
    
    268
    
    
    
    157
    
    
    
    59Estimated interest payment(1)
    
    
    1,473
    
    
    
    356
    
    
    
    1,083
    
    
    
    31
    
    
    
    3Capital commitments
    
    
    2,782
    
    
    
    2,782
    
    
    
    
    
    
    
    
    
    
    
    Non-cancelable operating lease
obligation
    
    
    8,269
    
    
    
    1,396
    
    
    
    2,593
    
    
    
    1,726
    
    
    
    2,554Purchase obligations
    
    
    5,110
    
    
    
    5,110
    
    
    
    
    
    
    
    
    
    
    
    Other non-current liabilities(2)
    
    
    266
    
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    
  
 (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, 2010 for each relevant debt instrument.(2)
    
    Other non-current liabilities in the statement of financial position include
Rs. 2,967 in respect of employee benefit obligation and Rs. 3,065 towards uncertain tax
position. 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. Research and Development
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Trend Information
 IT Services.
     
    
    Our limited ability to increase prices;
    
    Increases in salaries, a cost which accounts for a major part of our expense line;
and
    
    The impact of exchange rate fluctuations on our rupee realizations
  
    
    Investing in customer relationship teams to penetrate deeper and offer a wide range
of services;
    
    strengthening our delivery model;
    
    developing cost containment initiatives and driving higher employee productivity;
    
    aligning our resources to expected demand; and
    
    increasing the utilization of our IT professionals.
 IT Products.
  Consumer Care and Lighting.
  51




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Dividends.
 New accounting standards not yet adopted
 IFRS 3, Business Combinations (IFRS 3,
(2008)) IAS 27 Consolidated and Separate Financial Statements (IAS 27, (2008))
 IAS 39, Financial Instruments: Recognition and
Measurement: Eligible Hedged Items (IAS 39)
 Improvements to IFRSs  a collection of amendments to twelve
International Financial Reporting Standards .
   Exemptions to which we have availed in accordance with IFRS 1, First time adoption of IFRS
 Exemptions from retrospective application
  a.
    
    Business combinations  We have applied the exemption as provided in IFRS 1 towards
non-application of IFRS 3, Business Combinations to business combinations consummated prior
to April 1, 2008 (Transition Date). Accordingly, the business combinations prior to the
transitions date have been accounted for as per Previous GAAP.b.
    
    Share-based payment exemption  We have applied the shared based payment exemption on
application of IFRS 2, Share based payment, to only grants made after November 7, 2002,
which remained unvested as of the transition date.c.
    
    Borrowing costs  We have capitalized the borrowing cost in respect of qualifying
assets prior to the transition date.
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Exceptions from retrospective application
 a)
    
    Hedge accounting  We followed the hedge accounting under Previous GAAP which is
aligned to IFRS. Accordingly, this exception of not reflecting in its opening IFRS
statement of financial position a hedging relationship of a type that does not qualify for
hedge accounting under IAS 39, is not applicable to us.b)
    
    Estimates exception  Upon an assessment of the estimates made under Previous GAAP, we
concluded that there was no necessity to revise such estimates under IFRS, except where
estimates were required by IFRS and not required by Previous GAAP.
 Critical accounting policies
   Revenue:
  -
    
    software development and maintenance services;-
    
    BPO services; and-
    
    Sale of IT and other products.
 a)
    
    Services:We recognize revenue when the significant terms of the arrangement are enforceable,
services are being delivered and the collectability is reasonably assured. The method for
recognizing revenues and costs depends on the nature of the services rendered:
 (i)
    
    Time and materials contracts:Revenues and costs relating to time and
materials contracts are recognized as the related services are rendered.(ii)
    
    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
direct 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. Costs which relate to future activity on the contract are
recognized as contract work in progress. If we do not have a sufficient 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 income statement 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 included in other current liabilities
represent billing in excess of revenue recognized.(iii)
    
    Maintenance contract: Revenue from maintenance contracts is recognized
ratably over the period of the contract using the percentage of completion method.
 b)
    
    Products:Revenue from products are recognized when:
 -
    
    we have transferred the significant risks and rewards of ownership to the
buyer;-
    
    continuing managerial involvement usually associated with ownership and
effective control have ceased;
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-
    
    amount of revenue can be measured reliably;-
    
    it is probable that economic benefits associated with the transaction will flow to the Company; and-
    
    costs incurred or to be incurred in respect of the transaction can be measured reliably.
 c)
    
    Multiple element arrangements:We allocate revenue to each separately identifiable component
of the transaction based on the guidance in IAS 18. We allocate 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-specific profit margin related to the relevant component.
 d)
    
    Others:The company accounts for volume discounts and pricing incentives to customers by
reducing the amount of discount from the amount of revenue recognized at the time of sale.
  Income tax:
  a)
    
    Current income tax:As part of the process of preparing our consolidated financial
statements we are required to estimate our income taxes in each of the jurisdictions in which
we operate. We are subject to tax assessments in each of these jurisdictions. A tax
assessment can involve complex issues, which can only be resolved over extended time periods.
Though we have considered all these issues in estimating our income taxes, there could be an
unfavorable resolution of such issues that may affect results of our operations.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 that
period. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date.b)
    
    Deferred income tax:We recognize deferred income tax using the balance sheet approach.
Deferred tax is recognized on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
We recognize a deferred tax asset only to the extent that it is probable that future taxable
profits will be available against which the deductible temporary differences and tax loss
carry forwards can be utilized.The measurement of deferred tax assets involves judgment regarding the deductibility of
costs not yet subject to taxation and estimates regarding sufficient future taxable income
to enable utilization of unused tax losses in different tax jurisdictions. We consider the
expected reversal of deferred tax liabilities and projected future taxable income in making
this assessment. All deferred tax assets are subject to review of probable utilization.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.We recognize deferred income tax liabilities for all taxable temporary differences except in
respect of taxable temporary differences associated with investments in subsidiaries and
associates where the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.c)
    
    Others:In addition to the U.S. federal income tax at a rate of up to 35% arising from our
income attributed to our U.S. branch, we are subject to a 15% branch profit tax in the United
States on the dividend equivalent amount as that term is defined under U.S. tax law. We
have not triggered the branch profit tax and, consistent with our
business plan, we intend to maintain the current level of our net assets in the United
States. Accordingly, we did not record a provision for branch profit tax as of March 31,
2010.
 Share based payment transaction:
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Derivative financial instruments
      a)
    
    Cash flow hedges:Changes in the fair value of the derivative hedging instrument
designated as a cash flow hedge are recognized directly in equity to the extent that the
hedge is effective. To the extent that the hedge is ineffective, changes in fair value are
recognized in 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 equity is
transferred to statement of income upon the occurrence of the forecasted transaction.b)
    
    Hedges of net investment in foreign operations:We designate derivative financial
instruments as hedges of net investments in foreign operations. We have also designated a
combination of foreign currency denominated borrowings and related cross currency swaps as
hedge of net investment in foreign operations. Changes in the fair value of the derivative
hedging instrument and gains/losses on translation or settlement of foreign currency
denominated borrowings designated as hedge of net investment in foreign operations are
recognized directly in equity to the extent that the hedge is effective. The cumulative
gain or loss previously recognized in equity is transferred to statement of income upon
sale or disposal of the related net investment in foreign operation. To the extent that
the hedge is ineffective, changes in fair value are recognized in the statement of income.c)
    
    Others:Changes in fair value for derivatives not designated as hedging derivatives are
recognized in consolidated statements of income of each period.
 Business combination, goodwill and intangible assets:
  a)
    
    Goodwill:Goodwill is initially measured at cost being the excess of the cost of the
business combination over the Companys share in the net fair value of the acquirees
identifiable assets, liabilities and contingent liabilities. If
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the cost of acquisition is
less than the fair value of the net assets of the business acquired, the difference is
recognized immediately in the income statement.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 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.We use market related information and estimates (generally risk adjusted discounted cash flows)
to determine the fair values. Cash flow projection take into account past experience and
represents managements best estimate about future developments. Key assumptions on which
management has based its determination of fair value less costs to sell and value in use
include estimated growth rates, weighted average cost of capital and tax rates. These
estimates, including the methodology used, can have a material impact on the respective
values and ultimately the amount of any goodwill impairment.b)
    
    Intangible:Intangible assets acquired separately are measured on initial recognition at
cost. The cost of intangible assets acquired in a business combination is fair value as at
the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and any accumulated impairment losses.Intangible assets with finite lives are amortized over the estimated useful life and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortization of an intangible asset with a finite useful life reflects the
manner in which the economic benefit is expected to be generated and consumed. These
estimates are reviewed at least at each financial year end. Intangible assets with
indefinite lives are not amortized, but instead tested for impairment at least annually and
written down to the fair value as required.The estimated useful lives of the amortizable intangibles assets are as follows:
 Category
    
    Useful lifeCustomer-related intangibles
    
    2 to 11 yearsMarketing related intangibles
    
    20 to 30 years
 Other estimates:
   Goodwill Impairment Testing
  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.
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b.
    
    Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity
using long-term growth rates: 2%-6%. These long terms 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.c.
    
    The discount rates used are based on the our 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 10.5% to 15%.
  
 Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Name
    
    Age
    
    PositionAzim H. Premji
    
    
    65
    
    
    Chief Executive Officer, Chairman of the Board and
Managing Director (designated as Chairman)Dr. Ashok S Ganguly
    
    
    75
    
    
    DirectorB.C. Prabhakar
    
    
    67
    
    
    DirectorDr. Jagdish N. Sheth
    
    
    72
    
    
    DirectorNarayanan Vaghul
    
    
    74
    
    
    DirectorWilliam Arthur Owens
    
    
    70
    
    
    DirectorP.M. Sinha
    
    
    70
    
    
    DirectorDr. Henning Kagermann
    
    
    63
    
    
    DirectorSuresh C. Senapaty
    
    
    53
    
    
    CFO and DirectorSuresh Vaswani
    
    
    50
    
    
    Joint CEO, IT Business and DirectorGirish S Paranjpe
    
    
    52
    
    
    Joint CEO, IT Business and DirectorShyam Saran
    
    
    64
    
    
    DirectorAnurag Behar
    
    
    41
    
    
    Chief sustainability officerVineet Agrawal
    
    
    48
    
    
    President, Wipro Consumer Care and LightingPratik Kumar
    
    
    44
    
    
    Executive Vice President 
Human Resources and President  Wipro Infrastructure EngineeringT K Kurien
    
    
    50
    
    
    President, Wipro Eco EnergyMartha Bejar
    
    
    48
    
    
    President, Global Sales & Operations, Wipro TechnologiesS. Deb
    
    
    52
    
    
    Chief Global Delivery Officer, Wipro Technologies
 Azim H. Premji
 Dr. Ashok Ganguly
 57




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##### Table of Contents



B.C. Prabhakar non-executive
 Dr. Jagdish N. Sheth
 Narayanan Vaghul
 William Arthur Owens
 Priya Mohan Sinha
 Dr. Henning Kagermann
 Suresh C. Senapaty
 58




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##### Table of Contents



Suresh Vaswani
 Girish S Paranjpe
 Shyam
Saran
 Anurag Behar
 Vineet Agrawal
 Pratik Kumar
 T.
K. Kurien
 Martha
Bejar
 S. Deb
 Compensation
 Director Compensation
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Executive Compensation
  Annual Compensation ($)Salary and
    
    Commission/
    
    
    
    
    
    
    
    
    
    Long-term compensationName
    
    allowances
    
    Incentives (1)
    
    Housing (2)
    
    Others
    
    (Deferred Benefit (3)&(4))Azim H. Premji
    
    $
    95,888
    
    
    $
    1,449,346
    
    
    $
    90,100
    
    
    $
    15,230
    
    
    $
    100,202Suresh C. Senapaty
    
    
    202,399
    
    
    
    158,019
    
    
    
    
    
    
    
    255,740
    
    
    
    38,691Pratik Kumar
    
    
    184,194
    
    
    
    135,191
    
    
    
    
    
    
    
    223,303
    
    
    
    25,296Vineet Agrawal
    
    
    198,735
    
    
    
    135,235
    
    
    
    
    
    
    
    3,583
    
    
    
    36,721Suresh Vaswani
    
    
    257,276
    
    
    
    186,017
    
    
    
    
    
    
    
    172,542
    
    
    
    43,299Martha Bejar
    
    
    416,167
    
    
    
    354,631
    
    
    
    
    
    
    
    370,000
    
    
    
    27,602Girish S. Paranjpe
    
    
    237,612
    
    
    
    174,962
    
    
    
    12,627
    
    
    
    2,618
    
    
    
    42,586S. Deb
    
    
    140,676
    
    
    
    99,779
    
    
    
    
    
    
    
    192,103
    
    
    
    24,911T. K. Kurien
    
    
    210,682
    
    
    
    115,279
    
    
    
    
    
    
    
    122,605
    
    
    
    24,340Anurag Behar
    
    
    160,411
    
    
    
    92,497
    
    
    
    
    
    
    
    141,919
    
    
    
    18,349
 
 1.
    
    Azim H. Premji was paid commissions at the rate of 0.3% on incremental net profits of the
Company over the previous year computed based on the method approved by the Board Governance
and Compensation Committee and in accordance with the provisions of the Indian Companies Act,
1956. All other executives were paid incentives under a Quarterly Performance Linked Scheme
based on achievement of pre-defined profit targets.2.
    
    The value of housing perquisite accounts for more than 25% of the total value of all
perquisites and personal benefits received in fiscal 2010.3.
    
    Deferred benefits are payable to employees by way of our contribution to the Provident Fund
and Pension Fund. The Provided Fund is a statutory fund to which Wipro and our employees
contribute every month. A lump sum payment on separation and a pension payment on attaining
the age of superannuation are payable from the balance standing to the credit of the Fund, as
per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.4.
    
    Under our pension plans, any pension that is payable to an employee is not computed on the
basis of final compensation, but on the accumulated pension fund to the credit of the employee
as the date of separation, death, disability or retirement. We annually contribute 15% of Mr.
Premjis base salary and commission earned for that year to our pension fund for the benefit
of Mr. Premji. For all other employees, we contribute 15% of their respective base salaries
to our pension for their benefit. These contributions are included in this column.  Board Composition
 two-thirds
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Expiration of current term ofName
    
    office
    
    Term of officeAzim H. Premji
    
    July 30, 2011
    
    2 yearsDr. Jagdish Sheth
    
    Annual General Meeting 2012
    
    Retirement by rotationDr. Ashok S. Ganguly
    
    Annual General Meeting 2013
    
    Retirement by rotationB. C. Prabhakar
    
    Annual General Meeting 2012
    
    Retirement by rotationN. Vaghul
    
    Annual General Meeting 2013
    
    Retirement by rotationP. M. Sinha
    
    Annual General Meeting 2013
    
    Retirement by rotationWilliam Arthur Owens
    
    Annual General Meeting 2012
    
    Retirement by rotationShyam
Saran
    
    Annual General Meeting 2014
    
    Retirement by rotationDr. Henning Kagermann
    
    Annual General Meeting 2014
    
    Retirement by rotationSuresh C. Senapaty
    
    April 17, 2013
    
    5 years from the date of appointmentGirish S. Paranjpe
    
    April 17, 2013
    
    5 years from the date of appointmentSuresh Vaswani
    
    April 17, 2013
    
    5 years from the date of appointment
 Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
    Board Committee Information
 Audit/Risk and Compliance Committee
  
    
    Auditing and accounting matters, including recommending the appointment of our
independent auditors to the shareholders,
    
    Compliance with legal and statutory requirements,
    
    Integrity of the Companys financial statements, discussing with the independent
auditors the scope of the annual audits, and fees to be paid to the independent
auditors,
    
    Performance of the Companys Internal Audit function, Independent Auditors and
accounting practices,
    
    Review of related party transactions, functioning of Whistle Blower mechanism, and
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
    
    Implementation of the applicable provisions of the Sarbanes Oxley Act, 2002
including review on the progress of internal control mechanisms to prepare for
certification under Section 404 of the Sarbanes Oxley Act, 2002.
     Mr. N. Vaghul
    
    
    
    Chairman of the Audit CommitteeMr. P. M. Sinha and B. C. Prabhakar
    
    
    
    Members of the Audit Committee
 www.wipro.com
 Board Governance and Nomination Committee
 www.wipro.com
 Dr. Ashok S. Ganguly
    
    Chairman of the Board Governance and Nomination CommitteeMr. N. Vaghul, P.M. Sinha and Bill Owens
    
    Members of the Board Governance and Nomination Committee
  
    
    Develop and recommend to the Board Corporate Governance Guidelines applicable to
the Company,
    
    Evaluate the Board on a continuing basis including an assessment of the
effectiveness of the full Board, operations of the Board Committees and contributions
of individual directors,
    
    Lay down policies and procedures to assess the requirements for induction of new
members on the Board,
    
    Implement policies and processes relating to corporate governance principles,
    
    Ensure that appropriate procedures are in place to assess Board membership needs
and Board effectiveness,
    
    Review the Companys policies that relate to matters of Corporate Social
Responsibility, including public issues of significance to the Company and its
stakeholders,
    
    Develop and recommending to the Board of Directors for its approval an annual
evaluation process of the Board and its Committees, and
    
    Formulate the Disclosure Policy, its review and approval of disclosures.
  Compensation Committee
  Dr. Ashok S. Ganguly
    
    Chairman of the Board Governance and Compensation CommitteeMr. N. Vaghul and P.M. Sinha
    
    Members of the Board Governance and Compensation Committee
 62




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##### Table of Contents




    
    Determine and approve salaries, benefits and stock option grants to senior
management employees and Directors of our Company.
    
    Approve and evaluate the compensation plans, policies and programs for Whole-time
Directors and Senior Management.
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee
Stock Purchase Plans drawn up from time to time.
  Employees
    Recruiting
  Training
  Performance Evaluations
  63




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##### Table of Contents



Compensation
  Share Ownership
  Percentage
    
    Equityof Total
    
    SharesEquity Shares
    
    Equity
    
    Underlyingbeneficially
    
    Shares
    
    Options
    
    ExerciseName
    
    owned
    
    Outstanding
    
    Granted
    
    Price($)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,935,110,430
    
    
    
    78.91
    
    
    
    
    
    
    
    
    
    
    
    B. C. Prabhakar (2)
    
    
    5,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Dr. Jagdish Sheth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Ashok S Ganguly
    
    
    1,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N. Vaghul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. M. Sinha (3)
    
    
    33,333
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Suresh C. Senapaty
    
    
    176,083
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 2014Pratik Kumar
    
    
    83,667
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201230,000
    
    
    
    0.05
    
    
    May 201430,000
    
    
    
    0.05
    
    
    July 2016Vineet Agrawal
    
    
    229,699
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201240,000
    
    
    
    0.05
    
    
    May 201440,000
    
    
    
    0.05
    
    
    July 2016Suresh Vaswani
    
    
    170,612
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201460,000
    
    
    
    10.87
    
    
    May 201450,000
    
    
    
    0.05
    
    
    July 2016S. Deb
    
    
    63,333
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201218,000
    
    
    
    0.05
    
    
    May 201418,000
    
    
    
    0.05
    
    
    July 2016Girish S. Paranjpe
    
    
    140,000
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201460,000
    
    
    
    10.87
    
    
    May 201450,000
    
    
    
    0.05
    
    
    July 2016T. K. Kurien
    
    
    141,012
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201430,000
    
    
    
    0.05
    
    
    July 2016Martha Bejar
    
    
    
    
    
    
    *
    
    
    
    50,000
    
    
    
    0.05
    
    
    October 201516,600
    
    
    
    0.05
    
    
    July 2016Anurag Behar
    
    
    26,766
    
    
    
    *
    
    
    
    3,333
    
    
    
    0.05
    
    
    July 201220,000
    
    
    
    0.05
    
    
    May 2014Dr. Henning Kagermann
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Arthur Owens
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shyam Saran
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 64




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##### Table of Contents



*
    
    Represents less than 1% of the total equity shares
outstanding as of September 30, 2010.(1)
    
    Includes 543,765,000 shares held by Hasham Traders (a partnership), of which
Mr. Premji is a partner, 541,695,000 shares held by Prazim Traders (a partnership), of
which Mr. Premji is a partner, 540,408,000 shares held by Zash Traders (a partnership),
of which Mr. Premji is a partner, 63,771,666 shares held by Napean Trading Investment
Co. Pvt. Ltd., of which Mr. Premji is a director, 85,023,666 shares held by Regal
Investments Trading Co. Pvt. Ltd., of which Mr. Premji is a
director, 64,767,666 shares
held by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director,
95,679,432 shares held jointly by Mr. Premji and members of his immediately family. In
addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji
disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I)
Pvt. Ltd.(2)
    
    The shares are jointly held with an immediate family member of Mr. Prabhakar.(3)
    
    The shares are jointly held with an immediate family member
of Mr. P.M. Sinha. EMPLOYEE STOCK OPTION PLANS
    Range ofAuthorized
    
    exercise
    
    
    
    TerminationName of Plan
    
    Shares (1)
    
    prices
    
    Effective date
    
    date
    
    Other remarks1999 Employee Stock 
option Plan
    
    
    30,000,000
    
    
    Rs. 171  490
    
    July 29, 1999
    
    July 28, 2009
    
    There are no stock
options outstanding
under this planWipro Employee 
Stock Option Plan 
2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs. 171  490
    
    September 15, 2000
    
    September 15, 2020
    
    In the event of our
merger with or into
another corporation
or a sale of
substantially all
of our assets, each
option under this
plan, shall be
proportionately
adjusted to give
effect to the
merger or asset
sale. 

There are no stock
options outstanding
under this plan.
 65




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##### Table of Contents



Range ofAuthorized
    
    exercise
    
    
    
    TerminationName of Plan
    
    Shares (1)
    
    prices
    
    Effective date
    
    date
    
    Other remarksStock Option Plan
(2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    3 7
    
    
    September, 2000
    
    September, 2010
    
    In event of merger
of the Company with
other corporation
or sale of
substantially of
all our assets, the
successor
corporation shall
either assume the
outstanding units
or grant equivalent
units to the
holders. If the
successor
corporation neither
assumes the
outstanding units
nor grants
equivalent units,
such outstanding
units shall vest
immediately, and
become exercisable
in full.Wipro Restricted 
Stock Unit Plan
(WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs. 2
    
    June 11, 2004
    
    June 10, 2014Wipro ADS 
Restricted Stock 
Unit Plan (WARSUP 
2004 plan)
    
    
    12,000,000
    
    
    $
    0.04
    
    
    June 11, 2004
    
    June 10, 2014Wipro employee 
Restricted Stock 
Unit Plan 2005
(WSRUP 2005 plan)
    
    
    12,000,000
    
    
    Rs. 2
    
    July 21, 2005
    
    July 20, 2015Wipro employee 
Restricted Stock 
Unit Pl 2007 (WSRUP 
2007 plan)
    
    
    10,000,000
    
    
    Rs. 2
    
    July 18, 2007
    
    July 17, 2017
 
 (1)
    
    Subject to adjustment for corporate action from time to time. Wipro Equity Reward Trust
    
 Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
   Number of Shares beneficiallyName of Beneficial Owner
    
    Class of Security
    
    held as of September 30, 2010
    

%
of ClassAzim H. Premji (1)
    
    Equity
    
    
    1,935,110,430
    
    
    
    78.91Hasham Traders
    
    Equity
    
    
    543,765,000
    
    
    
    22.17Prazim
Traders
    
    Equity
    
    
    541,695,000
    
    
    
    22.09Zash
Traders
    
    Equity
    
    
    540,408,000
    
    
    
    22.03
 
 (1)
    
    Includes 543,765,000 shares held by Hasham Traders (a partnership), of which
Mr. Premji is a partner, 541,695,000 shares held by Prazim Traders (a partnership), of
which Mr. Premji is a partner, 540,408,000 shares held by Zash Traders (a partnership),
of which Mr. Premji is a partner, 63,771,666 shares held by 66




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##### Table of Contents



Napean Trading Investment
Co. Pvt. Ltd., of which Mr. Premji is a director, 85,023,666 shares held by Regal
Investments Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 64,767,666 shares
held by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director,
95,679,432 shares held jointly by Mr. Premji and members of his immediately family. In
addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji
disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I)
Pvt. Ltd.    Related Party Transactions
 Terms of Employment Arrangements and Indemnification Agreements.
 
 Item 8. Financial Information
 Consolidated Statements and Other Financial Information
  
    
    Report of the independent registered public accounting firm;
    
    Consolidated Statements of Financial Position as of April 1,2008, March 31, 2009 and
2010;
    
    Consolidated Statements of Income for the years ended March 31, 2009 and 2010;
    
    Consolidated Statements of Comprehensive Income for the years ended March 31, 2009
and 2010;
    
    Consolidated Statements of Changes in Equity for the years ended March 31, 2009 and
2010;
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2009 and 2010;
and
    
    Notes to the Consolidated Financial Statements including Reconciliation Statements
and Exemptions to which the Company has availed itself in accordance with IFRS 1.
  Legal Proceedings
  Dividends
  67




---



##### Table of Contents



Significant Changes
  
 Item 9. The Offer and Listing
 Price History
    BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High ($)
    
    Low ($)Fiscal Year
ended March 31,2010
    
    
    753.00
    
    
    
    240.00
    
    
    
    16.75
    
    
    
    5.34
    
    
    
    755.85
    
    
    
    240.15
    
    
    
    16.82
    
    
    
    5.34
    
    
    
    24.29
    
    
    
    6.902009
    
    
    537.90
    
    
    
    181.70
    
    
    
    10.57
    
    
    
    3.57
    
    
    
    535.00
    
    
    
    180.40
    
    
    
    10.52
    
    
    
    3.55
    
    
    
    14.53
    
    
    
    5.042008
    
    
    600.00
    
    
    
    325.00
    
    
    
    14.99
    
    
    
    8.12
    
    
    
    635.00
    
    
    
    324.00
    
    
    
    15.87
    
    
    
    8.10
    
    
    
    17.24
    
    
    
    9.852007
    
    
    690.00
    
    
    
    383.00
    
    
    
    16.01
    
    
    
    8.89
    
    
    
    691.00
    
    
    
    381.25
    
    
    
    16.03
    
    
    
    8.80
    
    
    
    18.44
    
    
    
    10.182006
    
    
    573.00
    
    
    
    285.55
    
    
    
    12.88
    
    
    
    6.41
    
    
    
    585.90
    
    
    
    272.00
    
    
    
    13.17
    
    
    
    8.65
    
    
    
    22.38
    
    
    
    9.62
 68




---



##### Table of Contents



BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High ($)
    
    Low ($)Quarter EndedSeptember 30, 2010
    
    
    452.00
    
    
    
    327.85
    
    
    
    10.06
    
    
    
    7.29
    
    
    
    454.40
    
    
    
    372.10
    
    
    
    10.11
    
    
    
    8.28
    
    
    
    14.89
    
    
    
    11.75June 30, 2010
    
    
    419.22
    
    
    
    228.69
    
    
    
    9.33
    
    
    
    5.09
    
    
    
    405.54
    
    
    
    380
    
    
    
    9.02
    
    
    
    8.45
    
    
    
    13.8
    
    
    
    7.15March 31, 2010
    
    
    753.00
    
    
    
    535.00
    
    
    
    16.75
    
    
    
    11.90
    
    
    
    755.85
    
    
    
    630.15
    
    
    
    16.82
    
    
    
    14.02
    
    
    
    24.29
    
    
    
    19.10December 31, 2009
    
    
    699.00
    
    
    
    548.50
    
    
    
    15.55
    
    
    
    12.20
    
    
    
    699.9
    
    
    
    548
    
    
    
    15.57
    
    
    
    12.19
    
    
    
    23.00
    
    
    
    17.00September 30, 2009
    
    
    605.00
    
    
    
    362.30
    
    
    
    13.46
    
    
    
    8.06
    
    
    
    605.9
    
    
    
    365.5
    
    
    
    13.48
    
    
    
    8.13
    
    
    
    17.99
    
    
    
    10.62June 30, 2009
    
    
    454.00
    
    
    
    240.00
    
    
    
    10.10
    
    
    
    5.34
    
    
    
    459.95
    
    
    
    240.15
    
    
    
    10.23
    
    
    
    5.34
    
    
    
    13.00
    
    
    
    6.90March 31, 2009
    
    
    261.40
    
    
    
    195.00
    
    
    
    5.14
    
    
    
    3.83
    
    
    
    263.8
    
    
    
    196.50
    
    
    
    5.19
    
    
    
    3.86
    
    
    
    8.75
    
    
    
    5.04December 31, 2008
    
    
    351.70
    
    
    
    181.70
    
    
    
    6.91
    
    
    
    3.57
    
    
    
    364.40
    
    
    
    180.40
    
    
    
    7.16
    
    
    
    3.55
    
    
    
    9.98
    
    
    
    5.66September 30, 2008
    
    
    460.90
    
    
    
    317.00
    
    
    
    9.06
    
    
    
    6.23
    
    
    
    465.00
    
    
    
    320.10
    
    
    
    9.14
    
    
    
    6.29
    
    
    
    12.18
    
    
    
    8.88June 30, 2008
    
    
    537.90
    
    
    
    402.00
    
    
    
    10.57
    
    
    
    7.90
    
    
    
    535.00
    
    
    
    401.10
    
    
    
    10.52
    
    
    
    7.88
    
    
    
    14.53
    
    
    
    10.89Six Months EndedOctober 31, 2010
    
    
    499.90
    
    
    
    424.00
    
    
    
    11.12
    
    
    
    9.43
    
    
    
    500.00
    
    
    
    421.50
    
    
    
    11.12
    
    
    
    9.38
    
    
    
    16.81
    
    
    
    14.64September 30, 2010
    
    
    452.00
    
    
    
    398.65
    
    
    
    10.06
    
    
    
    8.87
    
    
    
    454.40
    
    
    
    398.25
    
    
    
    10.11
    
    
    
    8.86
    
    
    
    14.89
    
    
    
    12.97August 31, 2010
    
    
    439.70
    
    
    
    393.10
    
    
    
    9.78
    
    
    
    8.75
    
    
    
    439.60
    
    
    
    393.05
    
    
    
    9.78
    
    
    
    8.74
    
    
    
    14.21
    
    
    
    12.48July 31, 2010
    
    
    433.00
    
    
    
    327.85
    
    
    
    9.63
    
    
    
    7.29
    
    
    
    430.45
    
    
    
    372.10
    
    
    
    9.58
    
    
    
    8.28
    
    
    
    13.66
    
    
    
    11.75June 30, 2010
    
    
    439.20
    
    
    
    228.69
    
    
    
    9.77
    
    
    
    5.09
    
    
    
    440.64
    
    
    
    380
    
    
    
    9.80
    
    
    
    8.45
    
    
    
    14.80
    
    
    
    7.15May 31,
2010
    
    
    686.70
    
    
    
    627.40
    
    
    
    15.28
    
    
    
    13.96
    
    
    
    692.70
    
    
    
    626.40
    
    
    
    15.41
    
    
    
    13.94
    
    
    
    22.79
    
    
    
    19.61
 
 The $ figure under BSE and NSE columns denote the share price in rupees converted to US
$ at the rate of exchange of 1 US$ = Rs. 44.95(1)
    
    Source: BSE data was obtained from www.bseindia.com and NSE data was
obtained from www.nseindia.com. NYSE data was obtained from
www.finance.yahoo.com. Plan of Distribution
  Markets
 Trading Practices and Procedures on the Indian Stock Exchanges
      69




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Index based market wide circuit breaker
  Listing
  The National Stock Exchange of India Limited
   Bombay Stock Exchange Limited
  Derivatives
  Depositories
  70




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##### Table of Contents



Securities Transaction Tax
  
 Item 10. Additional Information
 Share Capital
   Memorandum and Articles Of Association
     Objects and Purposes of Our Memorandum of Association
  
    
    To undertake and carry on the business of providing all kinds of information
technology based and enabled services in India and internationally, electronic remote
processing services, eServices, including all types of Internet-based/ Web enabled
services, transaction processing, fulfillment services, business support services
including but not limited to providing financial and related services of all kinds and
description including billing services, processing services, database services, data
entry business-marketing services, business information and management services,
training and consultancy services to businesses, organizations, concerns, firms,
corporations, trusts, local bodies, states, governments and other entities; to
establish and operate service processing centers for providing services for back office
and processing requirements, marketing, sales, credit collection services for companies
engaged in the business of remote processing and IT enabled services from a place of
business in India or elsewhere, contacting and communicating to and on
behalf of overseas customers by voice, data image, letters using dedicated international
private lines to handle business process management, remote help desk management; remote
management.
 71




---



##### Table of Contents




    
    To carry on business in India and elsewhere as manufacturer, assembler, designer,
builder, seller, buyer, exporter, importer, factors, agents, hirers and dealers of
computer hardware and software and any related aspects thereof.
    
    To carry on all or any of the business of soap and candle makers, tallow merchants,
chemists, druggists, dry salters, oil-merchants, manufacturers of dyes, paints,
chemicals and explosives and manufacturers of and dealers in pharmaceutical, chemical,
medicinal and other preparations or compounds, perfumery and proprietary articles and
photographic materials and derivatives and other similar articles of every description.
    
    To carry on business as manufacturers, sellers, buyers, exporters, importers, and
dealers of fluid power products.
    
    To carry on the business of extracting manufacturing and dealing in hydrogenated
vegetable oil.
    
    To carry on any other trade or business whatsoever as can in the opinion of us be
advantageously or conveniently carried on by us.
    
    To carry on the business of solutions for water treatment including but not limited
to ultra pure water, waste water treatment, water reuse, desalination and related
activities.
    
    To carry on the business of renewable energy systems and food and agricultural
product processing and related industries,
 Borrowings Power Exercisable by the Directors
  Number of Shares Required for Directors Qualification
  Description of Equity Shares
 Dividends
   
    
    The Companies Act further provides that, in the event of an inadequacy or absence of
profits in any year, a dividend may be declared for such year out of the companys
accumulated profits, subject to the fulfillment of certain conditions.
  72




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##### Table of Contents



Bonus Shares
  Audit and Annual Report
   Consolidation and Subdivision of Shares
  Preemptive Rights, Issue of Additional Shares and Distribution of Rights
     
    
    we do not timely request that the rights be distributed to you or we request that
the rights not be distributed to you;
    
    we fail to deliver satisfactory documents to the depositary bank; or
    
    it is not reasonably practicable to distribute the rights.
  Voting Rights
  73




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Liquidation Rights
  Preference Shares
  Redemption of Equity Shares
  Liability on Calls
  Discriminatory Provisions in Articles
  Alteration of Shareholder Rights
   Meetings of Shareholders
  74




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##### Table of Contents



Limitations on the Rights to Own Securities
  Voting Rights of Deposited Equity Shares Represented by ADSs
     Register of Shareholders; Record Dates; Transfer of Shares
    75




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##### Table of Contents



Company Acquisition of Equity Shares
  Disclosure of Ownership Interest
  Provisions on Changes in Capital
  Takeover Code and Listing Agreements
    Material Contracts
  Currency Exchange Controls
  76




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##### Table of Contents



General
     Transfer of ADSs and Surrender of ADSs
  Sponsored ADS
  
    
    There have been amendments to the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares (through Depositary Receipt Mechanism), Scheme 1993 and primarily the
amendments were on the Eligibility of Issuer, Eligibility of Subscriber, Pricing of the
offerings, and Voting Rights,
    
    the ADS offering is approved by the FIPB;
    
    the ADS offering is approved by a special resolution of the shareholders of the
issuer in a general meeting;
    
    the facility is made available to all the equity shareholders of the issuer;
 77




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
    
    the proceeds of the offering are repatriated into India within one month of the
closing of the offering;
    
    the sales of the existing equity shares are made in compliance with the Foreign
Direct Investment Policy in India;
    
    the number of shares offered by selling shareholders are subject to limits in
proportion to the existing holdings of the selling shareholders when the offer is
oversubscribed; and
    
    the offering expenses do not exceed 7% of the offering proceeds and are paid by
shareholders on a pro-rata basis.
  Conditions for issuance of ADS/GDS outside India by Indian Companies
 Eligibility of issuer
 Eligibility of subscriber
 Pricing
  Foreign Direct Investment
  Investment by Non-Resident Indians
   78




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FEMA 20/2000-RB dated May 3, 2000
  Investment by Foreign Institutional Investors
  Ownership Restrictions
  Overseas investment  Liberalization
 
    
    Regulation 6 of the Notification No.FEMA.120/RB-2004 dated July 7, 2004 to read with
Circular No. 42 dated May 12, 2005 and dated Sep 26, 2007 of Reserve Bank of India in
terms of which an Indian entity was permitted to invest up to 400 per cent of their net
worth in overseas Joint Ventures and/or Wholly Owned Subsidiaries (JV/WOS) in any
bonafide business activity under automatic route.
    
    It was further clarified by the Reserve Bank of India that the ceiling is not
applicable to the investments made out of balances held in EEFC accounts and out of the
proceeds of ADR / GDR issue, as hitherto. This enables Authorized Dealers to allow
remittances under automatic route up to 400 per cent of the net worth as on the date of
the last audited balance sheet of the investing companies, after considering the
proposals received from such companies.
 Taxation
   Residence
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
    
    a period or periods amounting to 182 days or more; or
    
    60 days or more and, within the four preceding years has been in India for a period
or periods amounting to 365 days or more.
   Taxation of Distributions.
  Taxation of Capital Gains
  
    
    Gains from a sale of ADSs outside India, by a non-resident to another non-resident
are not taxable in India.
    
    Long-term capital gains realized by a resident employee from the transfer of the
ADSs will be subject to tax at the rate of 10%. Short-term capital gains on such a
transfer will be taxed at graduated rates with a maximum of 30%.
    
    Long-term capital gains realized by a non-resident upon the sale of equity shares
obtained through the redemption of ADSs, or settlement of such sale being made off a
recognized stock exchange, are subject to tax at a rate of 10%. Short-term capital
gains on such transfer will be taxed at graduated rates with a maximum of 30%.
    
    Long-term capital gains realized by a non-resident upon the sale of equity shares
obtained through the redemption of ADSs, or settlement of such sale being made on a
recognized stock exchange, is exempt from tax and the Short-term capital gains on such
sale will be taxed at 15%. An additional tax called Securities Transaction Tax, or
STT (described in detail below) will be levied at the time of settlement.
   80




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st
      Securities Transaction Tax:
 Withholding Tax on Capital Gains
 Buy-back of Securities
 Stamp Duty and Transfer Tax
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Wealth Tax
 Gift Tax and Estate Duty
 Service Tax
  Material United States Federal Income Tax Consequences
    Each prospective investor should consult his, her or its own tax advisor with respect to the
U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of equity
shares or ADSs.
 Ownership of ADSs
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Dividends
      Sale or Exchange of Equity Shares or ADSs
 Backup Withholding Tax and Information Reporting.
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##### Table of Contents



Passive Foreign Investment Company
 
    
    75% or more of its gross income for the taxable year is passive income; or
 
    
    on average for the taxable year by value, or, if it is not a publicly traded
corporation and so elects, by adjusted basis, if 50% or more of its assets produce or
are held for the production of passive income.
  
    
    pay an interest charge together with tax calculated at an ordinary income rates on
excess distributions, as the term is defined in relevant provisions of U.S. tax laws,
and on any gain on a sale or other disposition of equity shares;
 
    
    if an election is made to be a qualified electing fund (as the term is defined in
relevant provisions of the U.S. tax laws), include in their taxable income their pro
rata share of undistributed amounts of our income; or
 
    
    if the equity shares are marketable and a mark-to-market election is made,
mark-to-market the equity shares each taxable year and recognize ordinary gain and, to
the extent of prior ordinary gain, ordinary loss for the increase or decrease in market
value for such taxable year.
   THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING
TO OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE
APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL
AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE ADSs OR EQUITY SHARES,
INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S.
JURISDICTION, INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.
 Documents on Display
  
    
    100 F Street, NE
Washington D.C., 20549
    
    Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
  www.sec.gov
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  84




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General
   Risk Management Procedures
  Components of Market Risk
 Foreign currency risk
      Interest rate risk
  85




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Credit risk
  Counterparty risk
  Liquidity risk
  
 Item 12. Description of Securities Other Than Equity Securities
 Item 12 A. Debt Securities
  Item 12 B. Warrants and Rights
  Item 12 C. Other securities
  Item 12 D. American Depository Shares
 Item 12.D.3. Fees and Charges for Holders of American Depository Receipts
    86




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Item 12.D.4. Fees Paid by Depository to the Company
 a. Direct Payments
  Category of Expenses
    
    Amount reimbursed for fiscal ended March 31, 2010Legal and accounting fees
incurred in connection with
preparation of Form 20F and
ongoing SEC compliance and
listing requirementsListing fees
    
    (Details provided under Indirect Payments)Investor relations (1)
    
    USD 9519.97Advertising and public relations
    
    NilBroker reimbursements (2)
    
    (Details provided under Indirect Payments)
 
 1)
    
    Includes ADR training expenses.2)
    
    Broker reimbursements are fees payable to Broadridge and other service providers for the
distribution of hard copy material to beneficial ADR holders in the Depository Trust Company.
Corporate material includes information related to shareholders meetings and related voting
instruction cards. These fees are SEC approved. b. Indirect Payments
   Category of Expenses
    
    Amount reimbursed for fiscal ended March 31, 2010Third party expenses paid directly (Listing fees)
    
    USD 76,000 (NYSE listing fees for 2009 and 2010)USD 19,648.09 (Broker reimbursements, postage,
printing and DTC report fees)USD 4,587.98 (Training expenses)Service Fees waived
    
    Up to USD 240,000 per year
 
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Disclosure controls and procedures.
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Item 15. Controls and Procedures
 Disclosure controls and procedures.
   
    
    sharing of online banking access passwords and our internal accounting system
passwords by certain employees within the finance and accounting departments,
including personnel responsible for external financial reporting;
 
    
    lack of effective controls over recording of journal entries, including
inadequate documentation and maker-checker controls, which also resulted in
ineffective controls over bank reconciliation statements, exchange rate
fluctuation accounts and outstanding liabilities accounts;
 
    
    lack of timely and adequate reconciliation and review of period-end
reinstatement of foreign currency inter-company and unit balances, including the
recording of appropriate adjustments; and
 
    
    insufficient segregation of duties in relation to recording and initiating
certain banking payments.
     MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
   (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;
 (ii)
    
    provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with IFRS, as issued by the
IASB and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and
 (iii)
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have
a material effect on the financial statements.
      88




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Report of Independent Registered Public Accounting Firm
 
       
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Change in internal controls over financial reporting.
    
    
    sharing of online banking access passwords and our internal accounting
system passwords by certain employees within the finance and accounting departments,
including personnel responsible for external financial reporting;
 
    
    lack of effective controls over recording of journal entries, including
inadequate documentation and maker-checker controls, which also resulted in
ineffective controls over bank reconciliation statements, exchange rate fluctuation
accounts and outstanding liabilities accounts;
 
    
    lack of timely and adequate reconciliation and review of period end
reinstatement of foreign currency inter-company and unit balances, including recording
of appropriate adjustments; and
 
    
    insufficient segregation of duties in relation to recording and
initiating banking payments.
  
    
    re-emphasizing our documented policy on Password Security Compliance
and obtaining quarterly confirmations from employees;
 
    
    implementation of maker-checker control over recording of journal entries
including additional controls over bank reconciliation statements, exchange rate
fluctuation accounts and outstanding liabilities accounts;
 
    
    performing review and reconciliation of period end reinstatement of
foreign currency inter-company unit balances; and
 
    
    appropriate segregation of duties in relation to recording and initiating
banking payments.
  Compliance with the New York Stock Exchange Corporate Governance Rules
   
 Item 16 A. Audit Committee Financial Expert
   
 Item 16 B. Code of Ethics
 www.wipro.com
 www.wipro.com
 www.wipro.com
 
 Item 16 C. Principal Accountant Fees and Services
   90




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Year ended March 31,2009
    
    
    2010Audit fees
    
    Rs.
    78
    
    
    Rs.
    82Tax fees
    
    
    37
    
    
    
    36All other fees
    
    
    3
    
    
    
    11Total
    
    Rs.
    118
    
    
    Rs.
    129
 Audit services 
 Tax services
  
 Item 16 D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16 F. Changes in registrants Certifying Accountant
  
 Item 16 G. Corporate Governance
  a.
    
    Listing Agreement with Indian stock exchanges require 50% of the Board of
Directors to be independent directors in the case of executive Chairman of the Board
(it is 33.33% in other cases) while NYSE listing requirements specify that a majority
of the Board to consist of independent directors.b.
    
    Listing Agreement with Indian stock exchanges requires that a majority of the
members of the Audit Committee be independent directors while the NYSE Listing
specifies that all the members of the Audit Committee must be independent directors.c.
    
    The requirement for a Nomination Committee and Compensation Committee are not
compulsory as per Listing Agreements with Indian stock exchanges. These are mandatory
requirements as per NYSE Listing requirements. A Shareholders Grievance committee is
mandatory under Listing Agreements with stock exchanges and is not a requirement under
NYSE Listing requirements.
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d.
    
    Criteria for determining directors to be independent also differ between the
two countries Listing requirements.
  
 Part III
 
 Item 17. Financial Statements
  92




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Item 18. Financial Statements
 CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 REPORT OF AUDIT COMMITTEE
   Bangalore, India
    
    N.Vaghul
    
    P. M. Sinha
    
    B. C. PrabhakarNovember
12, 2010
    
    Chairman
    
    Member
    
    Member
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REPORT OF MANAGEMENT
      Azim H. PremjiChairman and Chief Executive OfficerS.C. SenapatyChief Financial Officer and Director
   94




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Report of Independent Registered Public Accounting Firm
 
        
 95




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Rupees in millions, except share and per share data, unless otherwise stated)
 As of April 1,
    
    
    As of March 31,Notes
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2010ConvenienceTranslationinto US $ inmillions(Unaudited)Refer note 2(iv)ASSETSGoodwill
    
    
    5
    
    
    
    42,635
    
    
    
    56,143
    
    
    
    53,802
    
    
    
    1,197Intangible assets
    
    
    5
    
    
    
    1,866
    
    
    
    3,493
    
    
    
    4,011
    
    
    
    89Property, plant and equipment
    
    
    4
    
    
    
    39,478
    
    
    
    49,794
    
    
    
    53,458
    
    
    
    1,189Investment in equity accounted investees
    
    
    16
    
    
    
    1,343
    
    
    
    1,670
    
    
    
    2,345
    
    
    
    52Derivative assets
    
    
    15
    
    
    
    
    
    
    
    543
    
    
    
    1,201
    
    
    
    27Deferred tax assets
    
    
    18
    
    
    
    1,508
    
    
    
    4,369
    
    
    
    1,686
    
    
    
    38Non-current tax assets
    
    
    
    
    
    
    2,833
    
    
    
    2,690
    
    
    
    3,464
    
    
    
    77Other non-current assets
    
    
    11
    
    
    
    4,050
    
    
    
    7,378
    
    
    
    8,784
    
    
    
    195Total non-current assets
    
    
    
    
    
    
    93,713
    
    
    
    126,080
    
    
    
    128,751
    
    
    
    2,864Inventories
    
    
    9
    
    
    
    6,664
    
    
    
    7,587
    
    
    
    7,926
    
    
    
    176Trade receivables
    
    
    8
    
    
    
    40,353
    
    
    
    50,123
    
    
    
    50,928
    
    
    
    1,133Other current assets
    
    
    11
    
    
    
    11,269
    
    
    
    14,664
    
    
    
    21,106
    
    
    
    470Unbilled revenues
    
    
    
    
    
    
    8,514
    
    
    
    14,108
    
    
    
    16,708
    
    
    
    372Available for sale investments
    
    
    7
    
    
    
    15,247
    
    
    
    16,293
    
    
    
    30,420
    
    
    
    677Current tax assets
    
    
    
    
    
    
    4,157
    
    
    
    5,664
    
    
    
    6,596
    
    
    
    147Derivative assets
    
    
    15
    
    
    
    64
    
    
    
    619
    
    
    
    2,615
    
    
    
    58Cash and cash equivalents
    
    
    10
    
    
    
    39,270
    
    
    
    49,117
    
    
    
    64,878
    
    
    
    1,443Total current assets
    
    
    
    
    
    
    125,538
    
    
    
    158,175
    
    
    
    201,177
    
    
    
    4,476TOTAL ASSETS
    
    
    
    
    
    
    219,251
    
    
    
    284,255
    
    
    
    329,928
    
    
    
    7,340EQUITYShare capital
    
    
    
    
    
    
    2,923
    
    
    
    2,930
    
    
    
    2,936
    
    
    
    65Share premium
    
    
    
    
    
    
    25,373
    
    
    
    27,280
    
    
    
    29,188
    
    
    
    649Retained earnings
    
    
    
    
    
    
    94,728
    
    
    
    126,646
    
    
    
    165,789
    
    
    
    3,688Share based payment reserve
    
    
    
    
    
    
    3,149
    
    
    
    3,745
    
    
    
    3,140
    
    
    
    70Other components of equity
    
    
    
    
    
    
    (704
    )
    
    
    (12,915
    )
    
    
    (4,399
    )
    
    
    (98
    )Shares held by controlled trust
    
    
    
    
    
    
    
    
    
    
    (542
    )
    
    
    (542
    )
    
    
    (12
    )Equity attributable to the equity holders
of the Company
    
    
    
    
    
    
    125,469
    
    
    
    147,144
    
    
    
    196,112
    
    
    
    4,363Minority interest
    
    
    
    
    
    
    116
    
    
    
    237
    
    
    
    437
    
    
    
    10Total equity
    
    
    
    
    
    
    125,585
    
    
    
    147,381
    
    
    
    196,549
    
    
    
    4,373LIABILITIESLoans and borrowings
    
    
    12
    
    
    
    15,317
    
    
    
    19,681
    
    
    
    18,107
    
    
    
    403Derivative liabilities
    
    
    15
    
    
    
    
    
    
    
    8,767
    
    
    
    2,882
    
    
    
    64Deferred tax liabilities
    
    
    18
    
    
    
    
    
    
    
    474
    
    
    
    380
    
    
    
    8Non-current tax liabilities
    
    
    
    
    
    
    2,227
    
    
    
    2,321
    
    
    
    3,065
    
    
    
    68Other non-current liabilities
    
    
    14
    
    
    
    3,789
    
    
    
    4,332
    
    
    
    3,233
    
    
    
    72Provisions
    
    
    14
    
    
    
    261
    
    
    
    277
    
    
    
    100
    
    
    
    2Total non-current liabilities
    
    
    
    
    
    
    21,594
    
    
    
    35,852
    
    
    
    27,767
    
    
    
    617Loans and borrowings and bank overdraft
    
    
    12
    
    
    
    29,533
    
    
    
    37,211
    
    
    
    44,404
    
    
    
    988Trade payables and accrued expenses
    
    
    13
    
    
    
    27,873
    
    
    
    40,191
    
    
    
    38,748
    
    
    
    862Unearned revenues
    
    
    
    
    
    
    4,503
    
    
    
    8,734
    
    
    
    7,462
    
    
    
    166Current tax liabilities
    
    
    
    
    
    
    1,786
    
    
    
    4,170
    
    
    
    4,850
    
    
    
    108Derivative liabilities
    
    
    15
    
    
    
    2,571
    
    
    
    3,255
    
    
    
    1,375
    
    
    
    31Other current liabilities
    
    
    14
    
    
    
    4,558
    
    
    
    5,582
    
    
    
    6,499
    
    
    
    145Provisions
    
    
    14
    
    
    
    1,248
    
    
    
    1,879
    
    
    
    2,274
    
    
    
    51Total current liabilities
    
    
    
    
    
    
    72,072
    
    
    
    101,022
    
    
    
    105,612
    
    
    
    2,350TOTAL LIABILITIES
    
    
    
    
    
    
    93,666
    
    
    
    136,874
    
    
    
    133,379
    
    
    
    2,967TOTAL EQUITY AND LIABILITIES
    
    
    
    
    
    
    219,251
    
    
    
    284,255
    
    
    
    329,928
    
    
    
    7,340
  96




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Rupees in millions, except share and per share data, unless otherwise stated)
 Year ended March 31,Notes
    
    2009
    
    2010
    
    2010ConvenienceTranslationinto US $ inmillions(Unaudited)Refer note 2(iv)Revenues
    
    
    21
    
    
    
    256,891
    
    
    
    271,957
    
    
    
    6,050Cost of revenues
    
    
    22
    
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    (4,145
    )Gross profit
    
    
    
    
    
    
    76,676
    
    
    
    85,658
    
    
    
    1,906Selling and marketing expenses
    
    
    22
    
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    (414
    )General and administrative expenses
    
    
    22
    
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    (330
    )Foreign exchange losses
    
    
    
    
    
    
    (1,553
    )
    
    
    (716
    )
    
    
    (16
    )Results from operating activities
    
    
    
    
    
    
    43,300
    
    
    
    51,511
    
    
    
    1,146Finance expense
    
    
    23
    
    
    
    (3,824
    )
    
    
    (991
    )
    
    
    (22
    )Finance and other income
    
    
    24
    
    
    
    5,057
    
    
    
    4,360
    
    
    
    97Share of profits of equity accounted investees
    
    
    16
    
    
    
    362
    
    
    
    530
    
    
    
    12Profit before tax
    
    
    
    
    
    
    44,895
    
    
    
    55,410
    
    
    
    1,233Income tax expense
    
    
    18
    
    
    
    (6,035
    )
    
    
    (9,294
    )
    
    
    (207
    )Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    1,026Attributable to:Equity holders of the Company
    
    
    
    
    
    
    38,761
    
    
    
    45,931
    
    
    
    1,022Minority interest
    
    
    
    
    
    
    99
    
    
    
    185
    
    
    
    4Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    1,026Earnings per equity share:
    
    
    25Basic
    
    
    
    
    
    
    15.99
    
    
    
    18.91
    
    
    
    0.42Diluted
    
    
    
    
    
    
    15.90
    
    
    
    18.75
    
    
    
    0.42Weighted-average number of equity shares used in computing earnings
per equity share:Basic
    
    
    
    
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,429,025,243Diluted
    
    
    
    
    
    
    2,437,464,403
    
    
    
    2,449,658,532
    
    
    
    2,449,658,532
  97




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Rupees in millions, except share and per share data, unless otherwise stated)
 Year ended March 31,Notes
    
    2009
    
    2010
    
    2010ConvenienceTranslationinto US $ inmillions(Unaudited)Refer note 2(iv)Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    1,026Other comprehensive income, net of taxes:Foreign currency translation differences:Translation difference relating to foreign operations
    
    
    17
    
    
    
    8,992
    
    
    
    (5,522
    )
    
    
    (123
    )Net change in fair value of hedges of net investment in
foreign operations
    
    
    17
    
    
    
    (7,427
    )
    
    
    4,202
    
    
    
    93Net change in fair value of cash flow hedges
    
    
    15,18
    
    
    
    (13,436
    )
    
    
    9,841
    
    
    
    219Net change in fair value of available for sale investments
    
    
    7,18
    
    
    
    (320
    )
    
    
    (50
    )
    
    
    (1
    )Total other comprehensive income, net of taxes
    
    
    
    
    
    
    (12,191
    )
    
    
    8,471
    
    
    
    188Total comprehensive income for the year
    
    
    
    
    
    
    26,669
    
    
    
    54,587
    
    
    
    1,214Attributable to:Equity holders of the Company
    
    
    
    
    
    
    26,548
    
    
    
    54,447
    
    
    
    1,211Minority interest
    
    
    
    
    
    
    121
    
    
    
    140
    
    
    
    326,669
    
    
    
    54,587
    
    
    
    1,214
  98




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDTAED STATEMENTS OF CHANGES IN EQUITY
(Rupees in millions, except share and per share date, unless otherwise stated)
 Other components of equityShare
    
    Foreign
    
    Cash
    
    
    
    
    
    Shares
    
    Equity attributablebased
    
    currency
    
    flow
    
    
    
    
    
    held by
    
    to the equityShare
    
    Share
    
    Retained
    
    payment
    
    translation
    
    hedging
    
    Other
    
    controlled
    
    holders of the
    
    MinorityNo. of shares
    
    capital
    
    premium
    
    earnings
    
    reserve
    
    reserve
    
    reserve
    
    reserve
    
    Trust
    
    Company
    
    interest
    
    Total equityAs at April 1, 2008
    
    
    1,461,453,320
    
    
    
    2,923
    
    
    
    25,373
    
    
    
    94,728
    
    
    
    3,149
    
    
    
    (10
    )
    
    
    (1,097
    )
    
    
    404
    
    
    
    
    
    
    
    125,469
    
    
    
    116
    
    
    
    125,585Cash dividend paid (including dividend tax
thereon)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,842
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,842
    )
    
    
    
    
    
    
    (6,842
    )Issue of equity shares on exercise of
options
    
    
    2,558,623
    
    
    
    5
    
    
    
    1,367
    
    
    
    
    
    
    
    (1,272
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,761
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,761
    
    
    
    99
    
    
    
    38,860Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,543
    
    
    
    (13,436
    )
    
    
    (320
    )
    
    
    
    
    
    
    (12,213
    )
    
    
    22
    
    
    
    (12,191
    )Shares issued and held by controlled trust
    
    
    968,803
    
    
    
    2
    
    
    
    540
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (542
    )
    
    
    
    
    
    
    
    
    
    
    Compensation cost related to employee share
based payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,868
    
    
    
    
    
    
    
    1,868As at March 31, 2009
    
    
    1,464,980,746
    
    
    
    2,930
    
    
    
    27,280
    
    
    
    126,646
    
    
    
    3,745
    
    
    
    1,533
    
    
    
    (14,533
    )
    
    
    85
    
    
    
    (542
    )
    
    
    147,144
    
    
    
    237
    
    
    
    147,381As at April 1, 2009
    
    
    1,464,980,746
    
    
    
    2,930
    
    
    
    27,280
    
    
    
    126,646
    
    
    
    3,745
    
    
    
    1,533
    
    
    
    (14,533
    )
    
    
    85
    
    
    
    (542
    )
    
    
    147,144
    
    
    
    237
    
    
    
    147,381Cash dividend paid (including dividend tax
thereon)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,788
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,788
    )
    
    
    
    
    
    
    (6,788
    )Issue of equity shares on exercise of options
    
    
    3,230,443
    
    
    
    6
    
    
    
    1,908
    
    
    
    
    
    
    
    (1,908
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    6Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,931
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,931
    
    
    
    185
    
    
    
    46,116Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,275
    )
    
    
    9,841
    
    
    
    (50
    )
    
    
    
    
    
    
    8,516
    
    
    
    (45
    )
    
    
    8,471Infusion of capital,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    60Compensation cost related to employee share
based payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,302
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,302
    
    
    
    
    
    
    
    1,302As at March 31, 2010
    
    
    1,468,211,189
    
    
    
    2,936
    
    
    
    29,188
    
    
    
    165,789
    
    
    
    3,140
    
    
    
    258
    
    
    
    (4,692
    )
    
    
    35
    
    
    
    (542
    )
    
    
    196,112
    
    
    
    437
    
    
    
    196,549Convenience translation into US $ in millions
(Unaudited) Refer note 2(iv)
    
    
    
    
    
    
    65
    
    
    
    649
    
    
    
    3,688
    
    
    
    70
    
    
    
    6
    
    
    
    (104
    )
    
    
    1
    
    
    
    (12
    )
    
    
    4,363
    
    
    
    10
    
    
    
    4,373
  99




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Rupees in millions, except share and per share date, unless otherwise stated)
 Year ended March 31,2009
    
    2010
    
    2010ConvenienceTranslation intoUS $ in millions(Unaudited)Refer note 2(iv)Cash flows from operating activities:Profit for the year
    
    
    38,860
    
    
    
    46,116
    
    
    
    1,026Adjustments to reconcile profit for the year to net cash generated
from operating activities:Gain on sale of property, plant and equipment
    
    
    (28
    )
    
    
    (43
    )
    
    
    (1
    )Depreciation and amortization
    
    
    6,948
    
    
    
    7,831
    
    
    
    174Unrealized exchange (gain) / loss
    
    
    3,728
    
    
    
    (1,462
    )
    
    
    (33
    )Impact of cash flow/net investment hedging activities
    
    
    (12,196
    )
    
    
    6,017
    
    
    
    134Gain on sale of investments
    
    
    (681
    )
    
    
    (308
    )
    
    
    (7
    )Share based compensation
    
    
    1,868
    
    
    
    1,302
    
    
    
    29Income tax expense
    
    
    6,035
    
    
    
    9,294
    
    
    
    207Share of profits of equity accounted investees
    
    
    (362
    )
    
    
    (530
    )
    
    
    (12
    )Dividend and interest (income)/expenses, net
    
    
    (1,331
    )
    
    
    (2,820
    )
    
    
    (63
    )Changes in operating assets and liabilities:Trade and other receivables
    
    
    (8,024
    )
    
    
    (2,150
    )
    
    
    (48
    )Unbilled revenues
    
    
    (5,594
    )
    
    
    (2,600
    )
    
    
    (58
    )Inventories
    
    
    (922
    )
    
    
    (218
    )
    
    
    (5
    )Other assets
    
    
    (1,663
    )
    
    
    (2,203
    )
    
    
    (49
    )Trade payables and accrued expenses
    
    
    12,260
    
    
    
    (66
    )
    
    
    (1
    )Unearned revenues
    
    
    2,465
    
    
    
    (1,272
    )
    
    
    (28
    )Other liabilities
    
    
    1,986
    
    
    
    2,024
    
    
    
    45Cash generated from operating activities before taxes
    
    
    43,349
    
    
    
    58,912
    
    
    
    1,311Income taxes paid, net
    
    
    (7,250
    )
    
    
    (7,914
    )
    
    
    (176
    )Net cash generated from operating activities
    
    
    36,099
    
    
    
    50,998
    
    
    
    1,135Cash flows from investing activities:Expenditure on property, plant and equipment and intangible assets
    
    
    (16,746
    )
    
    
    (12,631
    )
    
    
    (281
    )Proceeds from sale of property, plant and equipment
    
    
    358
    
    
    
    397
    
    
    
    9Purchase of available for sale investments
    
    
    (342,717
    )
    
    
    (340,891
    )
    
    
    (7,584
    )Proceeds from sale of available for sale investments
    
    
    341,687
    
    
    
    325,770
    
    
    
    7,247Investment in inter-corporate deposits
    
    
    (3,750
    )
    
    
    (10,750
    )
    
    
    (239
    )Refund of inter-corporate deposits
    
    
    
    
    
    
    4,950
    
    
    
    110Payment for business acquisitions, net of cash acquired
    
    
    (6,679
    )
    
    
    (4,399
    )
    
    
    (98
    )Interest received
    
    
    1,398
    
    
    
    2,297
    
    
    
    51Dividend received
    
    
    2,266
    
    
    
    1,442
    
    
    
    32Net cash used in investing activities
    
    
    (24,183
    )
    
    
    (33,815
    )
    
    
    (752
    )Cash flows from financing activities:Proceeds from issuance of equity shares
    
    
    100
    
    
    
    6
    
    
    
    Proceeds from issuance of equity shares by a subsidiary
    
    
    
    
    
    
    60
    
    
    
    1Repayment of loans and borrowings
    
    
    (80,251
    )
    
    
    (55,661
    )
    
    
    (1,238
    )Proceeds from loans and borrowings
    
    
    86,121
    
    
    
    63,011
    
    
    
    1,402Payment of cash dividend (including dividend tax thereon)
    
    
    (6,829
    )
    
    
    (6,823
    )
    
    
    (152
    )Interest paid on loans and borrowings
    
    
    (2,400
    )
    
    
    (1,194
    )
    
    
    (27
    )Net cash used in financing activities
    
    
    (3,259
    )
    
    
    (601
    )
    
    
    (13
    )Net increase in cash and cash equivalents during the year
    
    
    8,657
    
    
    
    16,582
    
    
    
    369Effect of exchange rate changes on cash and cash equivalents
    
    
    663
    
    
    
    (1,258
    )
    
    
    (28
    )Cash and cash equivalents at the beginning of the year
    
    
    38,912
    
    
    
    48,232
    
    
    
    1,073Cash and cash equivalents at the end of the year (Note 10)
    
    
    48,232
    
    
    
    63,556
    
    
    
    1,414
  100




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WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Rupees in millions, except share and per share date, unless otherwise stated)
 1. The Company overview:
   2. Basis of preparation of financial statements
 (i) Statement of compliance:
  (ii) Basis of preparation
 IFRS 1, First Time Adoption of IFRS
 IAS 1(revised), Presentation of Financial Statements
    (iii) Basis of measurement
  a.
    
    Derivative financial instruments;b.
    
    Available-for-sale financial assets; andc.
    
    Share based Payment transaction.
 (iv)
    
    Convenience translation (unaudited)
 101




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(v) Use of estimates and judgment
   a)
    
    Revenue recognition: The Company uses the percentage of completion method using the
input method (cost expended) to measure progress towards completion in respect of fixed 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 efficiencies. Because the financial
reporting of these contracts depends on estimates that are assessed continually during the
term of these contracts, recognized revenue and profit 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 fixed-price and fixed-timeframe contract.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 significant estimates and assumptions which includes revenue
growth rates and operating margins used to calculate projected future cash flows,
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 Significant 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 differences 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 profits during the periods in which those
temporary differences 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: In accounting for business combination, judgment is required in
identifying whether an identifiable intangible asset is to be recorded separately from
goodwill. Additionally, estimating the acquisition date fair value of the identifiable
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 affect the results of operations.f)
    
    Other estimates:The preparation of financial statements involves estimates and
assumptions that affect the reported amount of assets, liabilities, disclosure of
contingent liabilities at the date of financial statements and the reported amount of
revenues and expenses for the reporting period. Specifically, the Company estimates the
uncollectability of accounts receivable by analyzing historical payment patterns, customer
concentrations,
 102




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customer credit-worthiness and current economic trends. If the financial 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 specific inventory management initiatives. If market
conditions and actual demands are less favorable than the Companys 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 Companys estimate of equity instruments that will eventually vest.
 3. Significant accounting policies:
 (i) Basis of consolidation:
 Subsidiaries
   Equity accounted investees
  (ii) Functional and presentation currency:
  (iii) Foreign currency transactions and translation:
 a) Transactions and balances
  b) Foreign operations
  103




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c) Others
  (iv) Financial Instruments
 a) Non-derivative financial instruments
  -
    
    financial 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;-
    
    financial liabilities, which include long and short-term loans and
borrowings, bank overdrafts, trade payable, eligible current liabilities and
non-current liabilities.
   A. Cash and cash equivalents
   B. Available-for-sale financial assets
  C. Others
  b) Derivative financial instruments
   104




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##### Table of Contents



A. Cash flow hedges
  B. Hedges of net investment in foreign operations
  C. Others
   (v) Equity and share capital
 a) Share capital and share premium
   b) Shares held by controlled trust (Treasury shares):
 IFRS 3
Business combination
 c) Retained earnings
  d) Share based payment reserve
 105




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e) Cash flow hedging reserve
  f) Foreign currency translation reserve
  g) Other reserve
  h) Dividend
  (vi) Property, plant and equipment:
 a) Recognition and measurement
  b) Depreciation
  Category
    
    Useful lifeBuildings
    
    30 to 60 yearsPlant and machinery
    
    2 to 21 yearsComputer equipment and software
    
    2 to 6 yearsFurniture, fixtures and equipment
    
    3 to 10 yearsVehicles
    
    4 years
   (vii) Business combination, Goodwill and Intangible assets:
 106




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##### Table of Contents



a) Goodwill
  b) Intangible assets
    Category
    
    Useful lifeCustomer-related intangibles
    
    2 to 11 yearsMarketing related intangibles
    
    20 to 30 years
 (viii) Leases
 a) Arrangements where the Company is the lessee
   b) Arrangements where the Company is the lessor
  (ix) Inventories
  (x) Impairment
 107




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a) Financial assets:
  A. Loans and receivables
  B. Available for sale financial asset
  b) Non financial assets
    (xi) Employee Benefit
 a) Post-employment and pension plans
   A. Provident fund
  108




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B. Superannuation
  C. Gratuity
  b) Termination benefits
  c) Short-term benefits
  d) Compensated absences
  (xii) Share based payment transaction:
   (xiii) Provisions
  109




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(xiv) Revenue:
  a) Services:
  A. Time and materials contracts
  B. Fixed-price contracts
   C. Maintenance contract
  b) Products
  c) Multiple element arrangements
  110




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##### Table of Contents



d) Others
    (xv) Finance expense
  (xvi) Finance and other income
  (xvii) Income tax:
  a) Current income tax
  b) Deferred income tax
     111




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(xviii) Earnings per share
  (xix) Transition to IFRS
      a) Exemptions from retrospective application:
 A. Business combination exemption
 IFRS 3,
Business Combinations
 B. Sharebased payment exemption
 IFRS 2,Share Based Payment
 C. Borrowing costs
  b) Exceptions from full retrospective application
 A. Hedge accounting exception
 112




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##### Table of Contents



B. Estimates exception
  Reconciliations
  
    
    equity as at April 1, 2008;
    
    equity as at March 31, 2009;
    
    profit for the year ended March 31, 2009; and
    
    explanation of material adjustments to cash flow statements.
  113




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Reconciliation of Equity as at April 1, 2008
 Amount as per
    
    
    Effect ofPrevious
    
    
    Transition to
    
    
    Amount as per
    
    
    Relevant NotesParticulars
    
    GAAP
    
    
    IFRS
    
    
    IFRS
    
    
    for adjustmentsGoodwill
    
    Rs.
    42,209
    
    
    Rs.
    426
    
    
    Rs.
    42,635
    
    
    
    8Property, plant and equipment and intangible assets
    
    
    41,583
    
    
    
    (239
    )
    
    
    41,344
    
    
    
    1,2Available for sale investments
    
    
    14,679
    
    
    
    568
    
    
    
    15,247
    
    
    
    3Investment in equity accounted investees
    
    
    1,343
    
    
    
    
    
    
    
    1,343Inventories
    
    
    6,664
    
    
    
    
    
    
    
    6,664Trade receivables
    
    
    40,453
    
    
    
    (100
    )
    
    
    40,353
    
    
    
    4Unbilled revenues
    
    
    8,514
    
    
    
    
    
    
    
    8,514Cash and cash equivalents
    
    
    39,270
    
    
    
    
    
    
    
    39,270Net tax assets (including deferred taxes)
    
    
    3,632
    
    
    
    854
    
    
    
    4,486
    
    
    
    5Other assets
    
    
    13,980
    
    
    
    1,399
    
    
    
    15,379
    
    
    
    2(a),4,9,10,13TOTAL ASSETS
    
    Rs.
    212,327
    
    
    Rs.
    2,908
    
    
    Rs.
    215,235Share capital and share premium (net of shares issued
to controlled trust)
    
    Rs.
    28,296
    
    
    Rs.
    
    
    
    Rs.
    28,296Share application money pending allotment
    
    
    40
    
    
    
    (40
    )
    
    
    
    
    
    
    12Retained earnings
    
    
    87,908
    
    
    
    6,820
    
    
    
    94,728Cash flow hedging reserve
    
    
    (1,097
    )
    
    
    
    
    
    
    (1,097
    )Other reserves
    
    
    1,807
    
    
    
    1,851
    
    
    
    3,658
    
    
    
    3,7,11Total equity (A)
    
    
    116,954
    
    
    
    8,631
    
    
    
    125,585Minority interest
    
    
    116
    
    
    
    (116
    )
    
    
    
    
    
    
    11Loans and borrowings
    
    
    44,850
    
    
    
    
    
    
    
    44,850Trade payables and accrued expenses
    
    
    27,873
    
    
    
    
    
    
    
    27,873Unearned revenues
    
    
    4,503
    
    
    
    
    
    
    
    4,503Other liabilities and provisions
    
    
    18,031
    
    
    
    (5,607
    )
    
    
    12,424
    
    
    
    6,8,10,12Total liabilities (B)
    
    
    95,373
    
    
    
    (5,723
    )
    
    
    89,650TOTAL LIABILITIES AND EQUITY (A)+(B)
    
    Rs.
    212,327
    
    
    Rs.
    2,908
    
    
    Rs.
    215,235
 Notes:1)
    
    Under IFRS, the amortization charge in respect of finite life intangible assets is recorded
in proportion of economic benefits consumed during the period to the expected total economic
benefits from the intangible asset. Under Previous GAAP, finite life intangible assets are
amortized usually on a straight line basis over their useful life. As a result, the
accumulated amortization under IFRS is lower by Rs. 101 as at April 1, 2008.2)
    
    Listed below are the key differences in property, plant and equipment between IFRS and
Previous GAAP:a)
    
    Under IFRS, leases of land are classified as operating leases unless the title to the
leasehold land is expected to be transferred to the Company at the end of the lease term.
Lease rentals paid in advance and lease deposits are recognized as other assets. Under
Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in
property, plant and equipment. Under IFRS, Rs. 645 of such payments towards lease of land
has been reclassified from property, plant and equipment to other assets. This adjustment
has no impact on equity.b)
    
    Difference in the basis of interest capitalization between Previous GAAP and IFRS
resulted in higher interest capitalization by Rs. 305 under IFRS, net of related
depreciation impact.3)
    
    Under IFRS, available for sale investments are measured at fair value at each reporting date.
The changes in fair value of such investments, net of taxes, are recognized directly in
equity. Under Previous GAAP, short-term investments are measured at lower of cost or fair
value. Consequently, carrying value of the available for sale investments under IFRS is higher
by Rs. 568 (tax effect Rs. 165).4)
    
    Under IFRS an entity is required to allocate revenue to separately identifiable components of
a multiple deliverable customer arrangement. The revenue relating to these components are
recognized when the appropriate revenue recognition criteria is met. Under IFRS, in respect of
multiple element arrangements comprising delivered products and installation services, the
Company defers and recognizes revenue relating to installation services when those services
are rendered. Under Previous GAAP, installation services are considered to be incidental /
perfunctory to product delivery. Entire revenue is recognized, when the products are delivered
in accordance with the contractual terms, and expected cost of installation services is also
accrued. 114




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Consequently, under IFRS the Company has unearned revenue of Rs. 100 and reversed Rs. 78 of
cost accrued for installation services. The deferred revenues are recognized when the related
installation services is performed.5)
    
    Under IFRS, tax benefits from carry forward tax losses is recognized if it is probable that
sufficient taxable profits would be available in the future to realize the tax benefits.
Under Previous GAAP, deferred tax asset in respect of carry forward tax losses is recognized
if it is virtually certain that sufficient future taxable income would be available in the
future to realize the tax benefits.Further, Previous GAAP requires an entity to follow the income statement approach for
recognizing deferred taxes, while IFRS mandates the balance sheet approach in recognizing
deferred taxes.As a result, net deferred tax assets under IFRS are higher by Rs. 854.6)
    
    Under Previous GAAP, a liability is recognized in respect of proposed dividend on Companys
equity shares, even-though the dividend is expected to be approved by the shareholders
subsequent to the reporting date. Under IFRS, liability for dividend is recognized only when
it is approved by shareholders. Accordingly, provisions under IFRS is lower by Rs. 6,842.7)
    
    The Company grants share options to its employees. These share options vest in a graded
manner over the vesting period. Under IFRS, each tranche of vesting is treated as a separate
award and the stock compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated amortization of stock
compensation expense in the initial years following the grant of share options.Previous GAAP permits an entity to recognize the stock compensation expense, relating to share
options which vest in a graded manner, on a straight-line basis over the requisite vesting
period for the entire award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award that is vested at that
date.Accordingly, the stock compensation expense recognized under IFRS is higher by Rs. 1,332 as at
April 1, 2008 in respect of the unvested awards.8)
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable
that such consideration would be paid and can be measured reliably. Under Previous GAAP,
contingent consideration is recognized after the contingency is resolved and additional
consideration becomes payable. As a result, under IFRS, the Company has recognized Rs. 426 of
contingent consideration as additional goodwill and liability. This adjustment has no impact
on equity.9)
    
    Under IFRS, loans and receivables are recognized at amortized cost, which is carried at
historical cost under Previous GAAP. As a result, the carrying value of such loans and
receivables under IFRS is lower by Rs. 154.10)
    
    Indian tax laws, levies Fringe benefit Tax (FBT) on all stock options exercised on or after
April 1, 2007. The Company has modified share options plan to recover FBT from the employees.
Under IFRS 2, Share based payment, the FBT paid to the tax authorities is recorded as a
liability over the period that the employee renders services. Recovery of the FBT from the
employee is accounted as a reimbursement right under IAS 37, Provisions, contingent
liabilities and contingent assets, as it is virtually certain that the Company will recover
the FBT from the employee. Accordingly, under IFRS, the Company has recognized the
reimbursement right as a separate asset, not to exceed the FBT liability recognized at each
reporting period.Under Previous GAAP, FBT liability and the related FBT recovery from the employee is recorded
at the time of exercise of stock option by the employee. Accordingly, under IFRS the Company
has recognized Rs. 766 as other liabilities and reimbursement right in respect of outstanding
stock options. This adjustment has no impact on equity.11)
    
    Under IFRS, minority interest is reported as a separate item within equity, whereas Previous
GAAP requires minority interest to be presented separately from equity. This presentation
difference between IFRS and Previous GAAP has resulted in an increase in equity under IFRS by
Rs. 116 as at April 1, 2008.12)
    
    Under IFRS, share application money received and pending allotment is reported under other
liabilities, whereas Previous GAAP requires share application money pending allotment to be
presented as a separate item within equity. This presentation difference between IFRS and
Previous GAAP has resulted in a decrease in equity under IFRS by Rs. 40 as at April 1, 2008.13)
    
    Difference in accounting for certain foreign currency forward contracts has resulted in an
increase in other assets by Rs. 64 under IFRS as of April 1, 2008. 115




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Reconciliation of Equity as at March 31, 2009
 Amount as
    
    
    Effect of
    
    
    
    
    
    
    Relevantper Previous
    
    
    Transition
    
    
    Amount as
    
    
    Notes forParticulars
    
    GAAP
    
    
    to IFRS
    
    
    per IFRS
    
    
    adjustmentsGoodwill
    
    Rs.
    56,521
    
    
    Rs.
    (378)
    
    
    Rs.
    56,143
    
    
    
    1,10Property, plant and equipment and intangible assets
    
    
    52,563
    
    
    
    724
    
    
    
    53,287
    
    
    
    1,2,3Available for sale investments
    
    
    16,426
    
    
    
    (133
    )
    
    
    16,293
    
    
    
    4Investment in equity accounted investees
    
    
    1,670
    
    
    
    
    
    
    
    1,670Inventories
    
    
    7,587
    
    
    
    
    
    
    
    7,587Trade receivables
    
    
    50,370
    
    
    
    (247
    )
    
    
    50,123
    
    
    
    5Unbilled revenues
    
    
    14,108
    
    
    
    
    
    
    
    14,108Cash and cash equivalents
    
    
    49,117
    
    
    
    
    
    
    
    49,117Net tax assets (including deferred taxes)
    
    
    2,672
    
    
    
    3,086
    
    
    
    5,758
    
    
    
    6Other assets
    
    
    20,984
    
    
    
    2,220
    
    
    
    23,204
    
    
    
    3(a),5, 9, 13TOTAL ASSETS
    
    Rs.
    272,018
    
    
    Rs.
    5,272
    
    
    Rs.
    277,290Share capital and share premium (net of shares issued to
controlled trust)
    
    Rs.
    29,667
    
    
    Rs.
    
    
    
    Rs.
    29,667Share application money pending allotment
    
    
    15
    
    
    
    (15
    )
    
    
    
    
    
    
    12Retained earnings
    
    
    119,957
    
    
    
    6,689
    
    
    
    126,646Cash flow hedging reserve
    
    
    (16,886
    )
    
    
    2,353
    
    
    
    (14,533
    )
    
    
    6Other reserves
    
    
    3,546
    
    
    
    2,055
    
    
    
    5,601
    
    
    
    4, 8,11Total equity (A)
    
    
    136,299
    
    
    
    11,082
    
    
    
    147,381Minority interest
    
    
    237
    
    
    
    (237
    )
    
    
    
    
    
    
    11Loans and borrowings
    
    
    56,892
    
    
    
    
    
    
    
    56,892Trade payables and accrued expenses
    
    
    40,191
    
    
    
    
    
    
    
    40,191Unearned revenues
    
    
    8,734
    
    
    
    
    
    
    
    8,734Other liabilities and provisions
    
    
    29,665
    
    
    
    (5,573
    )
    
    
    24,092
    
    
    
    7,9,10,12, 13Total liabilities (B)
    
    
    135,719
    
    
    
    (5,810
    )
    
    
    129,909TOTAL LIABILITIES AND EQUITY (A)+(B)
    
    Rs.
    272,018
    
    
    Rs.
    5,272
    
    
    Rs.
    277,290
 Notes:1)
    
    Under IFRS, all the assets and liabilities arising from a business combination are identified
and recorded at fair value. Accordingly, a portion of purchase price is allocated towards
customer related intangible in respect of business combination consummated subsequent to the
Transition date. Under Previous GAAP, assets and liabilities arising from a business
combination are recognized at carrying value in the books of the acquired entity. Internally
generated intangible assets would not have been recognized by the acquired entity and
therefore customer related intangible arising from the business combination is not recognized
under Previous GAAP. Accordingly, goodwill under IFRS is lower by Rs. 1,139 (net of deferred
taxes) and intangible assets are higher by Rs. 1,535 (net of amortization of Rs. 91).2)
    
    Under IFRS, the amortization charge in respect of finite life intangible assets is recorded
in the proportion of economic benefits consumed during the period to the expected total
economic benefits from the intangible asset. Under Previous GAAP, finite life intangible
assets are amortized usually on a straight line basis over their useful life. As a result the
accumulated amortization under IFRS is lower by Rs. 149 as at March 31, 2009.3)
    
    Listed below are the key differences in property, plant and equipment between IFRS and
Previous GAAP:a)
    
    Under IFRS, leases of land are classified as operating leases unless the title to the
leasehold land is expected to be transferred to the Company at the end of the lease term.
Lease rentals paid in advance and lease deposits are recognized as other assets. Under
Previous GAAP, the lease rentals paid in advance and lease deposits are recognized in
property, plant and equipment. Under IFRS, Rs. 1,293 of such payments towards lease of land
has been reclassified from property, plant and equipment to other assets. This adjustment
has no impact on equity.b)
    
    Difference in the basis of interest capitalization between Previous GAAP and IFRS
resulted in higher interest capitalization by Rs. 331 under IFRS, net of related
depreciation impact. 116




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4)
    
    Under IFRS, available for sale investments are measured at fair value at each reporting date.
The changes in fair value of such investments net of taxes, are recognized directly in equity.
Under Previous GAAP, short-term investments are measured at lower of cost or fair value.
Consequently, available for sale investments under IFRS is higher by Rs. 117 (tax effect Rs.
33). Additionally, investment in non convertible debentures amounting to Rs. 250 is classified
as investments under Previous GAAP whereas the same is shown under other assets in IFRS. This
has no impact on equity.5)
    
    Under IFRS, an entity is required to allocate revenue to separately identifiable components
of a multiple deliverable customer arrangement. The revenue relating to these components are
recognized when the appropriate revenue recognition criteria is met. Under IFRS, in respect of
multiple element arrangements comprising delivered products and installation services, the
Company defers and recognizes revenue relating to installation services when those services
are rendered. Under Previous GAAP, installation services are considered to be incidental /
perfunctory to product delivery. Entire revenue is recognized, when the products are delivered
in accordance with the contractual terms, and expected cost of installation services is also
accrued.Consequently, under IFRS the Company has deferred revenue of
Rs. 247 and reversed Rs. 196 of
cost accrued for installation services. The deferred revenues are recognized when the related
installation services is performed.6)
    
    Under IFRS, tax benefits from carry forward tax losses is recognized if it is probable that
sufficient taxable profits would be available in the future to realize the tax benefits.
Under Previous GAAP, deferred tax asset in respect of carry forward tax losses is recognized
if it is virtually certain that sufficient future taxable income would be available in the
future to realize the tax benefits.Further, Previous GAAP requires an entity to follow the income statement approach for
recognizing deferred taxes, while IFRS mandates balance sheet approach in recognizing deferred
taxes.As a result, net deferred tax assets under IFRS are higher by
Rs. 3,086 (including impact of
foreign currency translation adjustment, where necessary).7)
    
    Under Previous GAAP, liability is recognized in respect of proposed dividend on Companys
equity share, even though the dividend is expected to be approved by the shareholders
subsequent to the reporting date. Under IFRS, liability for dividend is recognized only when
it is approved by shareholders. Accordingly, provisions under IFRS are lower by Rs. 6,856.8)
    
    The Company grants share options to its employees. These share options vest in a graded
manner over the vesting period. Under IFRS, each tranche of vesting is treated as a separate
award and the stock compensation expense relating to that tranche is amortized over the
vesting period of the underlying tranche. This results in accelerated amortization of stock
compensation expense in the initial years following grant of share options.Previous GAAP permits an entity to recognize the stock compensation expense, relating to share
options which vest in a graded manner, on a straight-line basis over the requisite vesting
period for the entire award. However, the amount of compensation cost recognized at any date
must at least equal the portion of the grant-date value of the award that is vested at that
date.Accordingly, the stock compensation expense recognized under IFRS is higher by Rs. 1,432 as at
March 31, 2009, in respect of unvested awards.9)
    
    Indian tax laws levy Fringe Benefit Tax (FBT) on all stock options exercised on or after
April 1, 2007. The Company has modified share options plan to recover FBT from the employees.
Under IFRS 2, Share based payment, the FBT paid to the tax authorities is recorded as a
liability over the period that the employee renders services. Recovery of the FBT from the
employee is accounted as a reimbursement right under IAS 37, Provisions, contingent
liabilities and contingent assets, as it virtually certain that the Company will recover the
FBT from the employee. Accordingly, under IFRS, the Company has recognized the reimbursement
right as a separate asset, not to exceed the FBT liability recognized at each reporting
period.Under Previous GAAP, FBT liability and the related FBT recovery from the employee is recorded
at the time of exercise of stock option by the employee. Accordingly, under IFRS, the Company
has recognized Rs. 741 as other liabilities and reimbursement right in respect of outstanding
stock options. This adjustment has no impact on equity.10)
    
    Under IFRS, contingent consideration relating to acquisitions is recognized if it is probable
that such consideration will be paid and can be measured reliably. Under Previous GAAP,
contingent consideration is recognized after the contingency is resolved and additional
consideration becomes payable. As a result, under IFRS, the Company has 117




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recognized Rs. 761 of contingent consideration as additional goodwill and liability. This
adjustment has no impact on equity.11)
    
    Under IFRS, minority interest is reported as a separate item within equity, whereas Previous
GAAP requires minority interest to be presented separately from equity. This presentation
difference between IFRS and Previous GAAP has resulted in an increase in equity under IFRS by
Rs. 237 as at March 31, 2009.12)
    
    Under IFRS, share application money received and pending allotment is reported under other
liabilities, whereas Previous GAAP requires share application money pending allotment to be
presented as a separate item within equity. This presentation difference between IFRS and
Previous GAAP has resulted in a decrease in equity under IFRS by Rs. 15 as at March 31, 2009.13)
    
    Difference in accounting for certain foreign currency forward contract has resulted in a
decrease in other assets by Rs. 260 and other liabilities by Rs. 236 under IFRS as of March
31, 2009. 118




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##### Table of Contents



Reconciliation of Profit for the Year Ended March 31, 2009
 Amount as per
    
    
    Effect of Transition
    
    
    Amount as per
    
    
    Relevant NotesParticulars
    
    Previous GAAP
    
    
    to IFRS
    
    
    IFRS
    
    
    for adjustmentsRevenues
    
    Rs.
    256,995
    
    
    Rs.
    (104
    )
    
    Rs.
    256,891
    
    
    
    1Cost of revenues
    
    
    (179,230
    )
    
    
    (985
    )
    
    
    (180,215
    )
    
    
    1,2, 5Gross profit
    
    
    77,765
    
    
    
    (1,089
    )
    
    
    76,676Selling and marketing expenses
    
    
    (17,853
    )
    
    
    540
    
    
    
    (17,313
    )
    
    
    1(c ),2,3,5General and administrative expenses
    
    
    (14,356
    )
    
    
    (154
    )
    
    
    (14,510
    )
    
    
    2,5Foreign exchange gains/(losses), net
    
    
    (1,553
    )
    
    
    
    
    
    
    (1,553
    )Results from operating activities
    
    
    44,004
    
    
    
    (704
    )
    
    
    43,300Finance expense
    
    
    (3,865
    )
    
    
    41
    
    
    
    (3,824
    )
    
    
    4Finance and other income
    
    
    5,057
    
    
    
    
    
    
    
    5,057Share of profits of equity accounted investees
    
    
    362
    
    
    
    
    
    
    
    362Profit before tax
    
    
    45,558
    
    
    
    (663
    )
    
    
    44,895Income tax expense
    
    
    (6,460
    )
    
    
    425
    
    
    
    (6,035
    )
    
    
    5Profit for the year
    
    Rs.
    39,098
    
    
    Rs.
    (238
    )
    
    Rs.
    38,860Attributable to:Equity holders of the Company
    
    Rs.
    38,999
    
    
    
    
    
    
    Rs.
    38,761Minority Interest
    
    
    99
    
    
    
    
    
    
    
    99
 Notes:1)
    
    The following are the primary differences in revenue between IFRS and Previous GAAP:a)
    
    Under Previous GAAP, revenue is reported net of excise duty charged to customers.
Under IFRS, revenue includes excise duty charged to customers. As a result, revenues
and cost of revenues under IFRS is higher by Rs. 1,055.b)
    
    Under IFRS, revenue relating to product installation services is recognized when
the installation services are performed. Under Previous GAAP, the entire revenue
relating to the supply and installation of products is recognized when products are
delivered in accordance with the terms of contract. Installation services are considered
to be incidental / perfunctory to product delivery and the cost of installation services
is accrued upon delivery of the product. Accordingly, revenue and cost of revenue under
IFRS is lower by Rs. 147 and Rs. 117, respectively.c)
    
    Under IFRS, generally cash payments to customers pursuant to sales promotional
activities are considered as sales discounts and reduced from revenue. Under Previous
GAAP, such payments are considered as cost of revenue and selling and marketing expense.
As a result, under IFRS, revenue is lower by Rs. 1,011 and cost of revenues and selling
and marketing expenses are lower by Rs. 275 and Rs. 736, respectively.2)
    
    Under IFRS, the Company amortizes stock compensation expense, relating to share options,
which vest in a graded manner, on an accelerated basis. Under Previous GAAP, the stock
compensation expense is recorded on a straight-line basis. As a result, under IFRS the Company
has recognized additional stock compensation expense of Rs. 40 in cost of revenue, Rs. 30 in
selling and marketing expenses and Rs. 30 in general and administrative expenses.3)
    
    Under IFRS, the amortization charge in respect of finite life intangible assets is recorded
in the proportion of economic benefits consumed during the period to the expected total
economic benefits from the intangible asset. Under Previous GAAP, such finite life intangible
assets are amortized on a straight-line basis over the life of the asset. Further, the Company
recorded additional amortization in respect of customer related intangible arising out of
business combination consummated subsequent to the Transition date. Accordingly, amortization
under IFRS is higher by Rs. 43.4)
    
    This includes difference in accounting for certain foreign currency forward contracts and
basis of interest capitalization under IFRS and Previous GAAP. 119




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##### Table of Contents



5)
    
    Under Indian tax laws, the Company is required to pay Fringe Benefit Tax (FBT) on certain
expenses incurred by the Company. Under Previous GAAP, FBT is reported in the income statement
as a separate component of income tax expense. Under IFRS, FBT does not meet the definition of
income tax expense and is recognized in the related expense line items. Accordingly, the cost
of revenue, selling and marketing expenses and general and administrative expenses under IFRS
are higher by Rs. 165, Rs. 124 and Rs. 124, respectively and income tax expense is
correspondingly lower. Explanation of material adjustments to the cash flow statements
  New Accounting standards not yet adopted by the Company:
 IFRS 3, Business Combinations (IFRS
3,( 2008)) IAS 27, Consolidated and Separate Financial Statements (IAS 27, (2008))
 IAS 39, Financial Instruments: Recognition and
Measurement: Eligible Hedged Items (amendment to IAS 39)
  IAS 24 (revised 2009) Related Party
Disclosures (IAS 24)
 IFRS 9 Financial Instruments on the classification and
measurement of financial assets
 4. Property, plant and equipment
 120




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##### Table of Contents



FurniturePlant and
    
    
    fixtures andLand
    
    
    Buildings
    
    
    machinery*
    
    
    equipment
    
    
    Vehicles
    
    
    TotalGross carrying value:As at April 1, 2008
    
    Rs.
    2,091
    
    
    Rs.
    10,067
    
    
    Rs.
    31,065
    
    
    Rs.
    7,329
    
    
    Rs.
    2,566
    
    
    Rs.
    53,118Translation adjustment
    
    
    21
    
    
    
    293
    
    
    
    1,459
    
    
    
    309
    
    
    
    32
    
    
    
    2,114Additions
    
    
    636
    
    
    
    5,019
    
    
    
    9,138
    
    
    
    514
    
    
    
    567
    
    
    
    15,874Disposal / adjustments
    
    
    (8
    )
    
    
    (82
    )
    
    
    (213
    )
    
    
    (163
    )
    
    
    (333
    )
    
    
    (799
    )Acquisition through business combination
    
    
    
    
    
    
    87
    
    
    
    174
    
    
    
    124
    
    
    
    21
    
    
    
    406As at March 31, 2009
    
    Rs.
    2,740
    
    
    Rs.
    15,384
    
    
    Rs.
    41,623
    
    
    Rs.
    8,113
    
    
    Rs.
    2,853
    
    
    Rs.
    70,713Accumulated depreciation/impairment:As at April 1, 2008
    
    Rs.
    
    
    
    Rs.
    1,238
    
    
    Rs.
    20,930
    
    
    Rs.
    3,600
    
    
    Rs.
    1,416
    
    
    Rs.
    27,184Translation adjustment
    
    
    
    
    
    
    97
    
    
    
    850
    
    
    
    168
    
    
    
    11
    
    
    
    1,126Depreciation
    
    
    
    
    
    
    330
    
    
    
    5,078
    
    
    
    824
    
    
    
    531
    
    
    
    6,763Disposal / adjustments
    
    
    
    
    
    
    (34
    )
    
    
    (130
    )
    
    
    (53
    )
    
    
    (210
    )
    
    
    (427
    )As at March 31, 2009
    
    Rs.
    
    
    
    Rs.
    1,631
    
    
    Rs.
    26,728
    
    
    Rs.
    4,539
    
    
    Rs.
    1,748
    
    
    Rs.
    34,646Capital work-in-progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,727Net carrying value as at March 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    49,794Gross carrying value:As at April 1, 2009
    
    Rs.
    2,740
    
    
    Rs.
    15,384
    
    
    Rs.
    41,623
    
    
    Rs.
    8,113
    
    
    Rs.
    2,853
    
    
    Rs.
    70,713Translation adjustment
    
    
    (6
    )
    
    
    (130
    )
    
    
    (1,126
    )
    
    
    (49
    )
    
    
    (4
    )
    
    
    (1,315
    )Additions
    
    
    60
    
    
    
    4,160
    
    
    
    6,744
    
    
    
    1,959
    
    
    
    459
    
    
    
    13,382Acquisition through business combination
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    9
    
    
    
    2
    
    
    
    17Disposal / adjustments
    
    
    
    
    
    
    (55
    )
    
    
    (590
    )
    
    
    (177
    )
    
    
    (381
    )
    
    
    (1,203
    )As at March 31, 2010
    
    Rs.
    2,794
    
    
    Rs.
    19,359
    
    
    Rs.
    46,657
    
    
    Rs.
    9,855
    
    
    Rs.
    2,929
    
    
    Rs.
    81,594Accumulated depreciation/impairment:As at April 1, 2009
    
    Rs.
    
    
    
    Rs.
    1,631
    
    
    Rs.
    26,728
    
    
    Rs.
    4,539
    
    
    Rs.
    1,748
    
    
    Rs.
    34,646Translation adjustment
    
    
    
    
    
    
    (58
    )
    
    
    (716
    )
    
    
    (30
    )
    
    
    7
    
    
    
    (797
    )Depreciation
    
    
    
    
    
    
    426
    
    
    
    5,329
    
    
    
    1,106
    
    
    
    512
    
    
    
    7,373Disposal / adjustments
    
    
    
    
    
    
    (1
    )
    
    
    (346
    )
    
    
    (118
    )
    
    
    (263
    )
    
    
    (728
    )As at March 31, 2010
    
    Rs.
    
    
    
    Rs.
    1,998
    
    
    Rs.
    30,995
    
    
    Rs.
    5,497
    
    
    Rs.
    2,004
    
    
    Rs.
    40,494Capital work-in-progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,358Net carrying value as at March 31, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    53,458
 
 *
    
    Including net carrying value of computer equipment and software amounting to Rs. 3,414,
Rs. 3,249 and Rs. 2,928 as at April 1, 2008, March 31, 2009 and 2010, respectively.    5. Goodwill and Intangible assets
  Year ended March 31,2009
    
    
    2010Balance at the beginning of the year
    
    Rs.
    42,635
    
    
    Rs.
    56,143Translation adjustment
    
    
    8,071
    
    
    
    (4,917
    )Acquisition through business combination, net
    
    
    5,437
    
    
    
    2,576Balance at the end of the year
    
    Rs.
    56,143
    
    
    Rs.
    53,802
  121




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##### Table of Contents



As
at April 1,
    
    
    As at March 31,Segment
    
    2008
    
    
    2009
    
    
    2010IT Services
    
    Rs.
    29,775
    
    
    Rs.
    41,769
    
    
    Rs.
    39,056IT Products
    
    
    237
    
    
    
    544
    
    
    
    476Consumer Care and Lighting
    
    
    10,937
    
    
    
    12,242
    
    
    
    12,670Others
    
    
    1,686
    
    
    
    1,588
    
    
    
    1,600Total
    
    Rs.
    42,635
    
    
    Rs.
    56,143
    
    
    Rs.
    53,802
  As at March 31,CGUs
    
    2010Infocrossing
    
    Rs.
    11,682Healthcare
    
    
    10,036Unza
    
    
    11,676
  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 flows to perpetuity
using long-term growth rates: [2%-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.c)
    
    The discount rates used are based on the Companys 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 [10.5%-15%].
  Intangible assetsCustomer
    
    
    Marketingrelated
    
    
    related
    
    
    TotalGross carrying value:As at April 1, 2008
    
    Rs.
    
    
    
    Rs.
    2,639
    
    
    Rs.
    2,639Translation adjustment
    
    
    
    
    
    
    148
    
    
    
    148Acquisition through business combination
    
    
    1,629
    
    
    
    
    
    
    
    1,629Additions
    
    
    
    
    
    
    124
    
    
    
    124As at March 31, 2009
    
    Rs.
    1,629
    
    
    Rs.
    2,911
    
    
    Rs.
    4,540Accumulated amortization and impairment:As at April 1, 2008
    
    Rs.
    
    
    
    Rs.
    773
    
    
    Rs.
    773Translation adjustment
    
    
    
    
    
    
    101
    
    
    
    101Amortization
    
    
    91
    
    
    
    82
    
    
    
    173As at March 31, 2009
    
    Rs.
    91
    
    
    Rs.
    956
    
    
    Rs.
    1,047Net carrying value as at March 31, 2009
    
    Rs.
    1,538
    
    
    Rs.
    1,955
    
    
    Rs.
    3,493Gross carrying value:As at April 1, 2009
    
    Rs.
    1,629
    
    
    Rs.
    2,911
    
    
    Rs.
    4,540Translation adjustment
    
    
    (19
    )
    
    
    (174
    )
    
    
    (193
    )Acquisition through business combination
    
    
    322
    
    
    
    691
    
    
    
    1,013Additions
    
    
    
    
    
    
    36
    
    
    
    36As at March 31, 2010
    
    Rs.
    1,932
    
    
    Rs.
    3,464
    
    
    Rs.
    5,396Accumulated amortization and impairment:As at April 1, 2009
    
    Rs.
    91
    
    
    Rs.
    956
    
    
    Rs.
    1,047Translation adjustment
    
    
    
    
    
    
    (48
    )
    
    
    (48
    )Amortization
    
    
    301
    
    
    
    85
    
    
    
    386As at March 31, 2010
    
    Rs.
    392
    
    
    Rs.
    993
    
    
    Rs.
    1,385Net carrying value as at March 31, 2010
    
    Rs.
    1,540
    
    
    Rs.
    2,471
    
    
    Rs.
    4,011
 122




---



##### Table of Contents



6. Business combination
 Citi Technology Services Limited:
   Pre acquisition
    
    
    Fair value
    
    
    Purchase priceDescriptions
    
    carrying amount
    
    
    adjustments
    
    
    allocatedCash and cash equivalents
    
    Rs.
    1,342
    
    
    Rs.
    
    
    
    Rs.
    1,342Property, plant and equipment
    
    
    403
    
    
    
    
    
    
    
    403Customer  related intangibles
    
    
    
    
    
    
    1,413
    
    
    
    1,413Other assets
    
    
    1,150
    
    
    
    
    
    
    
    1,150Loans and
    
    
    (23
    )
    
    
    
    
    
    
    (23
    )borrowingsDeferred income taxes, net
    
    
    19
    
    
    
    (480
    )
    
    
    (461
    )Other liabilities
    
    
    (1,200
    )
    
    
    
    
    
    
    (1,200
    )Total
    
    Rs.
    1,691
    
    
    Rs.
    933
    
    
    Rs.
    2,624Goodwill
    
    
    
    
    
    
    
    
    
    
    3,581Total purchase price
    
    
    
    
    
    
    
    
    
    Rs.
    6,205
  Lornamead
  123




---



##### Table of Contents



Pre acquisition
    
    
    Fair value
    
    
    Purchase priceDescriptions
    
    carrying amount
    
    
    adjustments
    
    
    allocatedCash and cash
equivalents
    
    Rs.
    55
    
    
    Rs.
    
    
    
    Rs.
    55Property, plant and
equipment
    
    
    17
    
    
    
    
    
    
    
    17Marketing  related
intangibles
    
    
    
    
    
    
    691
    
    
    
    691Customer  related
intangibles
    
    
    
    
    
    
    322
    
    
    
    322Other assets
    
    
    390
    
    
    
    30
    
    
    
    420Other liabilities
    
    
    (184
    )
    
    
    
    
    
    
    (184
    )Total
    
    Rs.
    278
    
    
    
    1,043
    
    
    Rs.
    1,321Goodwill
    
    
    
    
    
    
    
    
    
    
    1,019Total purchase price
    
    
    
    
    
    
    
    
    
    Rs.
    2,340
  Others
  7. Available for sale investments
  As at April 1, 2008Gross gain
    
    
    Gross lossrecognized
    
    
    recognizeddirectly in
    
    
    directly inCost
    
    
    equity
    
    
    equity
    
    
    Fair ValueInvestment in liquid and short-term mutual funds
and others
    
    Rs.
    14,679
    
    
    Rs.
    568
    
    
    Rs.
    
    
    
    Rs.
    15,247
 As at March 31, 2009
    
    
    As at March 31, 2010Gross gain
    
    
    Gross loss
    
    
    
    
    
    
    
    
    
    
    Gross gain
    
    
    Gross lossrecognized
    
    
    recognized
    
    
    
    
    
    
    
    
    
    
    recognized
    
    
    recognizeddirectly in
    
    
    directly in
    
    
    
    
    
    
    
    
    
    
    directly in
    
    
    directly inCost
    
    
    equity
    
    
    equity
    
    
    Fair Value
    
    
    Cost
    
    
    equity
    
    
    equity
    
    
    Fair ValueInvestment in
liquid and
short-term mutual
funds and
others
    
    Rs.
    15,225
    
    
    Rs.
    320
    
    
    Rs.
    (220
    )
    
    Rs.
    15,325
    
    
    Rs.
    19,279
    
    
    Rs.
    52
    
    
    Rs.
    (4
    )
    
    Rs.
    19,327Certificate of
deposits
    
    
    947
    
    
    
    21
    
    
    
    
    
    
    
    968
    
    
    
    11,088
    
    
    
    5
    
    
    
    
    
    
    
    11,093Total
    
    Rs.
    16,172
    
    
    Rs.
    341
    
    
    Rs.
    (220
    )
    
    Rs.
    16,293
    
    
    Rs.
    30,367
    
    
    Rs.
    57
    
    
    Rs.
    (4
    )
    
    Rs.
    30,420
 8. Trade receivables
 As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Trade receivables
    
    Rs.
    41,449
    
    
    Rs.
    52,042
    
    
    Rs.
    53,255Allowance for doubtful accounts receivable
    
    
    (1,096
    )
    
    
    (1,919
    )
    
    
    (2,327
    )Rs.
    40,353
    
    
    Rs.
    50,123
    
    
    Rs.
    50,928
  124




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##### Table of Contents



Year ended March 31,2009
    
    
    2010Balance at the beginning of the year
    
    Rs.
    1,096
    
    
    Rs.
    1,919Additions during the year, net
    
    
    939
    
    
    
    566Uncollectable receivables charged against allowance
    
    
    (116
    )
    
    
    (158
    )Balance at the end of the year
    
    Rs.
    1,919
    
    
    Rs.
    2,327
 9. Inventories
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Stores and spare parts
    
    Rs.
    455
    
    
    Rs.
    748
    
    
    Rs.
    1,001Raw materials and components
    
    
    2,761
    
    
    
    2,448
    
    
    
    2,212Work in progress
    
    
    1,078
    
    
    
    695
    
    
    
    776Finished goods
    
    
    2,370
    
    
    
    3,696
    
    
    
    3,937Rs.
    6,664
    
    
    Rs.
    7.587
    
    
    Rs.
    7,926
 10. Cash and cash equivalents
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Cash and bank balances
    
    Rs.
    11,166
    
    
    Rs.
    22,944
    
    
    Rs.
    24,155Demand deposits with banks(1)
    
    
    28,104
    
    
    
    26,173
    
    
    
    40,723Rs.
    39,270
    
    
    Rs.
    49,117
    
    
    Rs.
    64,878
 
 (1)
    
    These deposits can be withdrawn by the Company at any time without prior
notice and without any penalty on the principal.  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Cash and cash equivalents (as per above)
    
    Rs.
    39,270
    
    
    Rs.
    49,117
    
    
    Rs.
    64,878Bank overdrafts
    
    
    (358
    )
    
    
    (885
    )
    
    
    (1,322
    )Rs.
    38,912
    
    
    Rs.
    48,232
    
    
    Rs.
    63,556
 11. Other assets
 As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010CurrentInterest bearing deposits with corporates(1)
    
    Rs.
    500
    
    
    Rs.
    4,250
    
    
    Rs.
    10,050Prepaid expenses
    
    
    2,203
    
    
    
    2,197
    
    
    
    2,923Due from officers and employees
    
    
    1,288
    
    
    
    1,085
    
    
    
    1,244Finance lease receivables
    
    
    214
    
    
    
    967
    
    
    
    632Advance to suppliers
    
    
    1,545
    
    
    
    736
    
    
    
    1,194Deferred contract costs
    
    
    1,526
    
    
    
    1,094
    
    
    
    943Interest receivable
    
    
    592
    
    
    
    540
    
    
    
    822Deposits
    
    
    644
    
    
    
    712
    
    
    
    1,057Balance with excise and customs
    
    
    548
    
    
    
    854
    
    
    
    917Non-convertible debentures
    
    
    
    
    
    
    250
    
    
    
    155Others
    
    
    2,209
    
    
    
    1,979
    
    
    
    1,169Rs.
    11,269
    
    
    Rs.
    14,664
    
    
    Rs.
    21.106Non currentPrepaid expenses including rentals for leasehold land
    
    Rs.
    1,791
    
    
    Rs.
    3,085
    
    
    Rs.
    3,059Due from officers and employees
    
    
    766
    
    
    
    741
    
    
    
    Finance lease receivables
    
    
    451
    
    
    
    2,638
    
    
    
    3,810Deposits
    
    
    565
    
    
    
    874
    
    
    
    724Non-convertible debentures
    
    
    
    
    
    
    
    
    
    
    1,159Others
    
    
    477
    
    
    
    40
    
    
    
    32Rs.
    4,050
    
    
    Rs.
    7,378
    
    
    Rs.
    8,784Total
    
    Rs.
    15,319
    
    
    Rs.
    22,042
    
    
    Rs.
    29,890
 125




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##### Table of Contents



(1)
    
    Such deposits earn a fixed rate of interest and will be liquidated within
12 months. Finance lease receivables:
  Present value ofMinimum lease
    
    
    
    
    
    
    minimum leasepayment
    
    
    
    
    
    
    paymentAs at
    
    
    
    
    
    
    
    
    
    
    As atApril 1,
    
    
    As at March 31,
    
    
    April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010
    
    
    2008
    
    
    2009
    
    
    2010Not later than one
year
    
    Rs.
    197
    
    
    Rs.
    1,024
    
    
    Rs.
    774
    
    
    Rs.
    181
    
    
    Rs.
    960
    
    
    Rs.
    608Later than one year but not later
than five years
    
    
    555
    
    
    
    3,180
    
    
    
    4,652
    
    
    
    423
    
    
    
    2,522
    
    
    
    3,675Unguaranteed residual values
    
    
    84
    
    
    
    172
    
    
    
    190
    
    
    
    61
    
    
    
    123
    
    
    
    159Gross investment in lease
    
    
    836
    
    
    
    4,376
    
    
    
    5,616
    
    
    
    
    
    
    
    
    
    
    
    Less: Unearned finance income
    
    
    (171
    )
    
    
    (771
    )
    
    
    (1,174
    )
    
    
    
    
    
    
    
    
    
    
    Present value of minimum lease
payment receivable
    
    Rs.
    665
    
    
    Rs.
    3,605
    
    
    Rs.
    4,442
    
    
    Rs.
    665
    
    
    Rs.
    3,605
    
    
    Rs.
    4,442Included in the financial statements
as follows:Current finance lease
receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    214
    
    
    Rs.
    967
    
    
    Rs.
    632Non-current finance lease
receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    451
    
    
    
    2,638
    
    
    
    3,810
 12. Loans and borrowings
 Short-term loans and borrowings
   Long-term loans and borrowings
  126




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##### Table of Contents



As at April 1, 2008
    
    
    As at March 31, 2009
    
    
    As at March 31, 2010ForeignForeign
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    currencycurrency in
    
    
    Indian
    
    
    currency in
    
    
    Indian
    
    
    in
    
    
    Indian
    
    
    Interest
    
    
    FinalCurrency
    
    millions
    
    
    Rupee
    
    
    millions
    
    
    Rupee
    
    
    millions
    
    
    Rupee
    
    
    rate
    
    
    maturityUnsecured external commercial
borrowingJapanese Yen
    
    
    35,016
    
    
    Rs.
    14,070
    
    
    
    35,016
    
    
    Rs.
    18,052
    
    
    
    35,016
    
    
    Rs.
    16,844
    
    
    
    1.93
    %
    
    
    2013Unsecured term loanIndian Rupee
    
    NA
    
    
    245
    
    
    NA
    
    
    631
    
    
    NA
    
    
    509
    
    
    
    6.05
    %
    
    
    2014Others
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    523
    
    
    
    
    
    
    
    445
    
    
    
    0 - 2
    %
    
    
    2010  2017Other secured term loans
    
    
    
    
    
    
    427
    
    
    
    
    
    
    
    232
    
    
    
    
    
    
    
    165
    
    
    
    1.46 - 4.5
    %
    
    
    2010  2016Rs.
    15,022
    
    
    
    
    
    
    Rs.
    19,438
    
    
    
    
    
    
    Rs.
    17,963Obligations under finance leases
    
    
    
    
    
    
    1,024
    
    
    
    
    
    
    
    982
    
    
    
    
    
    
    
    712Rs.
    16,046
    
    
    
    
    
    
    Rs.
    20,420
    
    
    
    
    
    
    Rs.
    18,675Current portion of long term
loans and borrowings
    
    
    
    
    
    Rs.
    729
    
    
    
    
    
    
    Rs.
    739
    
    
    
    
    
    
    Rs.
    568Non-current portion of long term
loans and borrowings
    
    
    
    
    
    
    15,317
    
    
    
    
    
    
    
    19,681
    
    
    
    
    
    
    
    18,107
      Minimum lease payment
    
    
    Present value of minimum lease paymentAs at
    
    
    As atApril 1,
    
    
    March 31,
    
    
    March 31,
    
    
    April 1,
    
    
    March 31,
    
    
    March 31,2008
    
    
    2009
    
    
    2010
    
    
    2008
    
    
    2009
    
    
    2010Not later than one year
    
    Rs.
    401
    
    
    Rs.
    420
    
    
    Rs.
    257
    
    
    Rs.
    323
    
    
    Rs.
    396
    
    
    Rs.
    228Later than one year but not later than five year
    
    
    709
    
    
    
    619
    
    
    
    461
    
    
    
    629
    
    
    
    515
    
    
    
    425Later than five years
    
    
    113
    
    
    
    70
    
    
    
    62
    
    
    
    72
    
    
    
    71
    
    
    
    59Total minimum lease payments
    
    
    1,223
    
    
    
    1,109
    
    
    
    780
    
    
    
    
    
    
    
    
    
    
    
    Less: Amount representing interest
    
    
    (199
    )
    
    
    (127
    )
    
    
    (68
    )
    
    
    
    
    
    
    
    
    
    
    Present value of minimum lease payments
    
    Rs.
    1,024
    
    
    Rs.
    982
    
    
    Rs.
    712
    
    
    Rs.
    1,024
    
    
    Rs.
    982
    
    
    Rs.
    712Included in the financial statements as follows:Current finance lease payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    323
    
    
    Rs.
    396
    
    
    Rs.
    228Non-current finance lease payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    701
    
    
    
    586
    
    
    
    484
 13. rade payables and accrued expenses
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Trade payables
    
    Rs.
    13,082
    
    
    Rs.
    19,081
    
    
    Rs.
    19,133Accrued expenses
    
    
    14,791
    
    
    
    21,110
    
    
    
    19,615Rs.
    27,873
    
    
    Rs.
    40,191
    
    
    Rs.
    38,748
 127




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##### Table of Contents



14.
    
    Other liabilities and provisions
 As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Other liabilities:Current:Statutory and other liabilities
    
    Rs.
    2,522
    
    
    Rs.
    3,455
    
    
    Rs.
    4,001Advance from customers
    
    
    954
    
    
    
    824
    
    
    
    1,786Others
    
    
    1,082
    
    
    
    1,303
    
    
    
    712Rs.
    4,558
    
    
    Rs.
    5,582
    
    
    Rs.
    6,499Non-current:Statutory liabilities
    
    Rs.
    766
    
    
    Rs.
    741
    
    
    Rs.
    Employee benefit obligations
    
    
    2,737
    
    
    
    3,111
    
    
    
    2,967Others
    
    
    286
    
    
    
    480
    
    
    
    266Rs.
    3,789
    
    
    Rs.
    4,332
    
    
    Rs.
    3,233Total
    
    Rs.
    8,347
    
    
    Rs.
    9,914
    
    
    Rs.
    9,732
 As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Provisions:Current:Provision for warranty
    
    Rs.
    446
    
    
    Rs.
    491
    
    
    Rs.
    511Others
    
    
    802
    
    
    
    1,388
    
    
    
    1,763Rs.
    1,248
    
    
    Rs.
    1,879
    
    
    Rs.
    2,274Non-current:Provision for warranty
    
    Rs.
    261
    
    
    Rs.
    277
    
    
    Rs.
    100Total
    
    Rs.
    1,509
    
    
    Rs.
    2,156
    
    
    Rs.
    2,374
   Year ended March 31, 2010Provision forwarranty
    
    
    Others
    
    
    TotalBalance at the beginning of the year
    
    Rs.
    768
    
    
    Rs.
    1,388
    
    
    Rs.
    2,156Additional provision during the year, net
    
    
    477
    
    
    
    393
    
    
    
    870Provision used during the year
    
    
    (634
    )
    
    
    (18
    )
    
    
    (652
    )Balance at the end of the year
    
    Rs.
    611
    
    
    Rs.
    1,763
    
    
    Rs.
    2,374
 15.
    
    Financial instruments
  128




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##### Table of Contents



As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Assets:Trade receivables
    
    Rs.
    40,353
    
    
    Rs.
    50,123
    
    
    Rs.
    50,928Unbilled revenues
    
    
    8,514
    
    
    
    14,108
    
    
    
    16,708Cash and cash equivalents
    
    
    39,270
    
    
    
    49,117
    
    
    
    64,878Available for sale financial investments
    
    
    15,247
    
    
    
    16,293
    
    
    
    30,420Derivative assets
    
    
    64
    
    
    
    1,162
    
    
    
    3,816Other assets
    
    
    8,175
    
    
    
    13,081
    
    
    
    20,124Total
    
    Rs.
    111,623
    
    
    Rs.
    143,884
    
    
    Rs.
    186,874Liabilities:Loans and borrowings
    
    Rs.
    44,850
    
    
    Rs.
    56,892
    
    
    Rs.
    62,511Trade payables and accrued expenses
    
    
    27,873
    
    
    
    40,191
    
    
    
    38,748Derivative liabilities
    
    
    2,571
    
    
    
    12,022
    
    
    
    4,257Other liabilities
    
    
    1,232
    
    
    
    876
    
    
    
    126Total
    
    Rs.
    76,526
    
    
    Rs.
    109,981
    
    
    Rs.
    105,642
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Assets:Loans and receivables
    
    Rs.
    96,312
    
    
    Rs.
    126,429
    
    
    Rs.
    152,638Derivative assets
    
    
    64
    
    
    
    1,162
    
    
    
    3,816Available for sale financial assets
    
    
    15,247
    
    
    
    16,293
    
    
    
    30,420Total
    
    Rs.
    111,623
    
    
    Rs.
    143,884
    
    
    Rs.
    186,874Liabilities:Financial liabilities at amortized cost
    
    Rs.
    44,850
    
    
    Rs.
    56,892
    
    
    Rs.
    62,511Trade and other payables
    
    
    29,105
    
    
    
    41,067
    
    
    
    38,874Derivative liabilities
    
    
    2,571
    
    
    
    12,022
    
    
    
    4,257Total
    
    Rs.
    76,526
    
    
    Rs.
    109,981
    
    
    Rs.
    105,642
 Fair Value
    Fair value hierarchy
 Level 1 
 Level 2 
 Level 3 
 #
 Fair value measurements atreporting date usingParticulars
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3AssetsDerivative instruments- Cash flow hedges
    
    Rs.
    2,684
    
    
    Rs.
    
    
    
    Rs.
    2,684
    
    
    Rs.
    - Net investment hedges
    
    
    702
    
    
    
    
    
    
    
    702
    
    
    
    - Others
    
    
    430
    
    
    
    
    
    
    
    430
    
    
    
    Available for sale financial assets:- Investment in liquid and
short-term mutual funds
    
    
    19,157
    
    
    
    19,157
    
    
    
    
    
    
    
    - Investment in certificate of
deposits and other investments
    
    
    11,263
    
    
    
    
    
    
    
    11,263
    
    
    
    LiabilitiesDerivative instruments- Cash flow hedges
    
    
    1,818
    
    
    
    
    
    
    
    1,818
    
    
    
    - Net investment hedges
    
    
    1.578
    
    
    
    
    
    
    
    1.578
    
    
    
    - Others
    
    
    861
    
    
    
    
    
    
    
    861
    
    
    
    
 
 #
    
    In accordance with the transition provisions of Improving Disclosures about
Financial Instruments(Amendment in IFRS 7), the Company has applied these amendments for annual
periods beginning April 1, 2009. 129




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##### Table of Contents



Derivatives assets and liabilities:
   As at April 1,
    
    As at March 31,2008
    
    2009
    
    2010Designated derivative instrumentsSell
    
    $
    2,930
    
    
    $
    1,060
    
    
    $
    1,518
    24
    
    
    
    
    
    
    
    £
    84
    
    
    £
    54
    
    
    £
    31¥
    7,682
    
    
    ¥
    6,130
    
    
    ¥
    4,578AUD
    
    
    
    AUD
    3
    
    
    AUD
    7CHF
    
    
    
    CHF
    2
    
    
    CHF
    SGD
    
    
    
    SGD
    1
    
    
    SGD
    Net investment hedges in foreign operationsCross-currency swaps
    
    ¥
    
    
    
    ¥
    35,016
    
    
    ¥
    26,014Others
    
    $
    281
    
    
    $
    267
    
    
    $
    262
    65
    
    
    
    40
    
    
    
    40Non designated derivative instrumentsSell
    
    $
    205
    
    
    $
    612
    
    
    $
    45£
    61
    
    
    £
    53
    
    
    £
    38
    40
    
    
    
    39
    
    
    
    29Buy
    
    $
    435
    
    
    $
    438
    
    
    $
    492¥
    7,580
    
    
    ¥
    23,170
    
    
    ¥
    Cross currency swaps
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    7,000
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Balance as at the beginning of the
period
    
    Rs.
    72
    
    
    Rs.
    (1,097
    )
    
    Rs.
    (16,886
    )Net (gain)/loss reclassified into statement of
income on occurrence of hedged 
transactions(1)
    
    
    (72
    )
    
    
    1,019
    
    
    
    5,201Deferred cancellation gains/(losses) relating
to roll  over hedging
    
    
    
    
    
    
    (11,357
    )
    
    
    551Changes in fair value of effective portion of
derivatives
    
    
    (1,097
    )
    
    
    (5,451
    )
    
    
    6,180Gains/ (losses) on cash flow hedging
derivatives, net
    
    Rs.
    (1,169
    )
    
    Rs.
    (15,789
    )
    
    Rs.
    11,932Balance as at the end of the
period
    
    Rs.
    (1,097
    )
    
    Rs.
    (16,886
    )
    
    Rs.
    (4,954
    )
 
 (1)
    
    On occurrence of hedge transactions, net (gain)/loss was included as part
of revenues.  130




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Sale of financial assets
    Financial risk management
 General
   Risk Management Procedures
  Foreign currency risk
    131




---



##### Table of Contents



As at March 31, 2009Pound
    
    
    Japanese
    
    
    OtherUSD
    
    
    Euro
    
    
    Sterling
    
    
    Yen
    
    
    currencies#
    
    
    TotalTrade receivables
    
    Rs.
    24,121
    
    
    Rs.
    3,338
    
    
    Rs.
    3,236
    
    
    Rs.
    415
    
    
    Rs.
    434
    
    
    Rs.
    31,544Unbilled revenues
    
    
    3,848
    
    
    
    24
    
    
    
    124
    
    
    
    
    
    
    
    34
    
    
    
    4,030Cash and cash equivalents
    
    
    13,584
    
    
    
    326
    
    
    
    623
    
    
    
    458
    
    
    
    85
    
    
    
    15,076Other assets
    
    
    688
    
    
    
    202
    
    
    
    187
    
    
    
    56
    
    
    
    6
    
    
    
    1,139Loans and borrowings
    
    Rs.
    (17,502
    )
    
    Rs.
    (297
    )
    
    Rs.
    (6
    )
    
    Rs.
    (30,004
    )
    
    Rs.
    
    
    
    
    (47,809
    )Trade payables and
accrued expenses
    
    
    (15,761
    )
    
    
    (1,134
    )
    
    
    (1,105
    )
    
    
    (174
    )
    
    
    (115
    )
    
    
    (18,289
    )Other liabilities
    
    
    (199
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    (220
    )Net assets /
(liabilities)
    
    Rs.
    8,779
    
    
    Rs.
    2,459
    
    
    Rs.
    3,059
    
    
    Rs.
    (29,249
    )
    
    Rs.
    423
    
    
    Rs.
    (14,529
    )As at March 31, 2010Pound
    
    
    Japanese
    
    
    OtherUSD
    
    
    Euro
    
    
    Sterling
    
    
    Yen
    
    
    currencies#
    
    
    TotalTrade receivables
    
    Rs.
    20,639
    
    
    Rs.
    4,607
    
    
    Rs.
    3,879
    
    
    Rs.
    269
    
    
    Rs.
    343
    
    
    Rs.
    29,737Unbilled revenues
    
    
    4,986
    
    
    
    67
    
    
    
    269
    
    
    
    
    
    
    
    4
    
    
    
    5,326Cash and cash equivalents
    
    
    14,709
    
    
    
    346
    
    
    
    446
    
    
    
    175
    
    
    
    77
    
    
    
    15,753Other assets
    
    
    705
    
    
    
    408
    
    
    
    201
    
    
    
    33
    
    
    
    2
    
    
    
    1,349Loans and borrowings
    
    Rs.
    (34,856
    )
    
    Rs.
    (1,007
    )
    
    Rs.
    (341
    )
    
    Rs.
    (16,839
    )
    
    Rs.
    (361
    )
    
    
    (53,404
    )Trade payables and
accrued expenses
    
    
    (14,442
    )
    
    
    (1,940
    )
    
    
    (1,530
    )
    
    
    (227
    )
    
    
    (196
    )
    
    
    (18,335
    )Other liabilities
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Net assets /
(liabilities)
    
    Rs.
    (8,279
    )
    
    Rs.
    2,481
    
    
    Rs.
    2,924
    
    
    Rs.
    (16,589
    )
    
    Rs.
    (131
    )
    
    Rs.
    (19,594
    )
 
 #
    
    Other currencies reflects currencies such as Singapore
dollars, Saudi Arabian
riyals etc.  Interest rate risk
  Credit risk
  132




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##### Table of Contents



Financial assets that are neither past due nor impaired
  Financial assets that are past due but not impaired
  As at March 312009
    
    
    2010Financial assets that are neither
past due nor impaired
    
    Rs.
    33,499
    
    
    Rs.
    34,608Financial assets that are past due
but not impairedPast due 0  30
days
    
    
    4,969
    
    
    
    3,816Past due 31  60
days
    
    
    5,021
    
    
    
    4,468Past due 61  90
days
    
    
    2,893
    
    
    
    2,489Past due over 90
days
    
    
    8,117
    
    
    
    11,163Total past due and not
impaired
    
    Rs.
    21,000
    
    
    Rs.
    21,936
 Counterparty risk
  Liquidity risk
  #
 As at March 31, 2010Less than1 year
    
    1-2 years
    
    2-4 years
    
    4-7 years
    
    TotalLoans and borrowings
    
    Rs.
    44,404
    
    
    Rs.
    17,769
    
    
    Rs.
    265
    
    
    Rs.
    73
    
    
    Rs.
    62,511Trade payables and accrued expenses
    
    
    38,748
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,748Derivative liabilities
    
    
    1,375
    
    
    
    487
    
    
    
    2,395
    
    
    
    
    
    
    
    4,257
 
 #
    
    In accordance with the transition provisions of Improving Disclosures about
Financial Instruments(Amendment in IFRS 7), the Company has applied these amendments for annual
periods beginning April 1, 2009. 133




---



##### Table of Contents



As at March 31,2009
    
    
    2010Cash and cash
equivalents
    
    Rs.
    49,117
    
    
    Rs.
    64,878Interest bearing deposits with corporates
    
    
    4,250
    
    
    
    10,050Available for sale
investments
    
    
    16,293
    
    
    
    30,420Loans and
borrowings
    
    
    (56,892
    )
    
    
    (62,511
    )Net cash position
    
    Rs.
    12,768
    
    
    Rs.
    42,837
 16. Investment in equity accounted investees
 Wipro GE Medical Systems (Wipro GE)
   Year ended March 31,2009
    
    
    2010Revenue
    
    Rs.
    10,611
    
    
    Rs.
    12,567Gross profit
    
    
    3,269
    
    
    
    3,573Profit for the year
    
    
    875
    
    
    
    934
 As at March 31,2009
    
    
    2010Total assets
    
    Rs.
    8,796
    
    
    Rs.
    11,518Total liabilities
    
    
    5,255
    
    
    
    6,709Total equity
    
    Rs.
    3,541
    
    
    Rs.
    4,809
     17. Foreign currency translation reserve
  134




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##### Table of Contents



As at March 31,2009
    
    
    2010Balance at the beginning of the year
    
    Rs.
    (10
    )
    
    Rs.
    1,533Translation difference related to foreign operations
    
    
    8,970
    
    
    
    (5,477
    )Change in effective portion of hedges of net investment in
foreign operations
    
    
    (7,427
    )
    
    
    4,202Total change during the year
    
    Rs.
    1,543
    
    
    Rs.
    (1,275
    )Balance at the end of the year
    
    Rs.
    1,533
    
    
    Rs.
    258
 18. Income taxes
  Year ended March 31,2009
    
    
    2010Profit for the year
    
    Rs.
    6,035
    
    
    Rs.
    9,294Other comprehensive income:unrealized gain / (loss) on
investment
securities
    
    
    (131
    )
    
    
    (14
    )unrealized gain / (loss) on cash
flow hedging
derivatives
    
    
    (2,353
    )
    
    
    2,091Total income taxes
    
    Rs.
    3,551
    
    
    Rs.
    11,371
  Year ended March 31,2009
    
    
    2010Current taxesDomestic
    
    Rs.
    3,656
    
    
    Rs.
    5,461Foreign
    
    
    2,538
    
    
    
    3,403Rs.
    6,194
    
    
    Rs.
    8,864Deferred taxesDomestic
    
    Rs.
    (24
    )
    
    Rs.
    40Foreign
    
    
    (135
    )
    
    
    390Rs.
    (159
    )
    
    Rs.
    430Total income tax expense
    
    Rs.
    6,035
    
    
    Rs.
    9,294
  Year ended March 31,2009
    
    
    2010Profit before taxes
    
    Rs.
    44,895
    
    
    Rs.
    55,410Enacted income tax rate in India
    
    
    33.99
    %
    
    
    33.99
    %Computed expected tax expense
    
    
    15,260
    
    
    
    18,834Effect of:Income exempt from tax
    
    
    (10,368
    )
    
    
    (10,802
    )Basis differences that will reverse during a
tax holiday period
    
    
    328
    
    
    
    898Income taxed at higher/ (lower)
rates
    
    
    (166
    )
    
    
    (475
    )Income taxes relating to prior
years
    
    
    (370
    )
    
    
    (442
    )Changes in unrecognized deferred tax
assets
    
    
    314
    
    
    
    811Expenses disallowed for tax purposes
    
    
    1,024
    
    
    
    456Others, net
    
    
    13
    
    
    
    14Total income tax expense
    
    Rs.
    6,035
    
    
    Rs.
    9,294
  135




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##### Table of Contents



As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Carry-forward business losses
    
    Rs.
    1,605
    
    
    Rs.
    2,046
    
    
    Rs.
    1,851Accrued expenses and liabilities
    
    
    514
    
    
    
    813
    
    
    
    568Allowances for doubtful accounts receivable
    
    
    194
    
    
    
    322
    
    
    
    328Cash flow hedges
    
    
    
    
    
    
    2,353
    
    
    
    262Minimum alternate tax
    
    
    126
    
    
    
    126
    
    
    
    363Others
    
    
    
    
    
    
    69
    
    
    
    832,439
    
    
    
    5,729
    
    
    
    3,455Property, plant and equipment
    
    Rs.
    (293
    )
    
    Rs.
    (365
    )
    
    Rs.
    (525
    )Amortizable goodwill
    
    
    (131
    )
    
    
    (348
    )
    
    
    (458
    )Intangible assets
    
    
    (180
    )
    
    
    (789
    )
    
    
    (734
    )Investment in equity accounted investee
    
    
    (260
    )
    
    
    (332
    )
    
    
    (432
    )Others
    
    
    (67
    )
    
    
    
    
    
    
    (931
    )
    
    
    (1,834
    )
    
    
    (2,149
    )Net deferred tax assets
    
    Rs.
    1,508
    
    
    Rs.
    3,895
    
    
    Rs.
    1,306Amounts presented in statement of financial position:Deferred tax assets
    
    Rs.
    1,508
    
    
    Rs.
    4,369
    
    
    Rs.
    1,686Deferred tax liabilities
    
    Rs.
    
    
    
    Rs.
    (474
    )
    
    Rs.
    (380
    )
       136




---



##### Table of Contents



19. Dividends
     20. Additional capital disclosures
    As at March 31,2009
    
    
    2010
    
    
    % ChangeTotal equity attributable to the equity
shareholders of the
Company
    
    Rs.
    147,144
    
    
    Rs.
    196,112
    
    
    
    33.28
    %As percentage of total capital
    
    
    72
    %
    
    
    76
    %Current loans and borrowings
    
    
    37,211
    
    
    
    44,404Non-current loans and borrowings
    
    
    19,681
    
    
    
    18,107Total loans and borrowings
    
    
    56,892
    
    
    
    62,511
    
    
    
    9.88
    %As percentage of total capital
    
    
    28
    %
    
    
    24
    %Total capital (loans and borrowings and
equity)
    
    Rs.
    204,036
    
    
    Rs.
    258,623
    
    
    
    26.75
    %
 137




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##### Table of Contents



21. Revenues
 Year ended March 31,2009
    
    
    2010Rendering of
services
    
    Rs.
    193,009
    
    
    Rs.
    202,990Sale of
goods
    
    
    63,882
    
    
    
    68,967Total revenues
    
    Rs.
    256,891
    
    
    Rs.
    271,957
 22. Expenses by nature
 Year ended March 31,2009
    
    
    2010Employee compensation
    
    Rs.
    107,266
    
    
    Rs.
    107,230Raw materials, finished goods, process stocks and stores and
spares consumed
    
    
    47,179
    
    
    
    51,813Sub contracting/technical fees/third party application
    
    
    15,890
    
    
    
    17,527Travel
    
    
    9,313
    
    
    
    8,064Depreciation and amortization
    
    
    6,948
    
    
    
    7,831Repairs
    
    
    4,045
    
    
    
    5,020Advertisement
    
    
    3,221
    
    
    
    4,534Communication
    
    
    3,006
    
    
    
    3,157Rent
    
    
    2,526
    
    
    
    3,062Power and fuel
    
    
    1,863
    
    
    
    1,797Legal and professional fees
    
    
    1,502
    
    
    
    1,593Rates, taxes and insurance
    
    
    955
    
    
    
    1,023Carriage and freight
    
    
    885
    
    
    
    950Provision for doubtful debt
    
    
    939
    
    
    
    566Sales commission
    
    
    515
    
    
    
    459Miscellaneous expenses
    
    
    5,985
    
    
    
    5,104Total cost of revenues, selling and marketing expenses and
general and administrative expenses
    
    Rs.
    212,038
    
    
    Rs.
    219,730
 23. Finance expense
 Year ended March 31,2009
    
    
    2010Interest expense
    
    Rs.
    2,333
    
    
    Rs.
    1,232Exchange fluctuation on foreign currency
borrowings, net
    
    
    1,491
    
    
    
    (241
    )Total
    
    Rs.
    3,824
    
    
    Rs.
    991
 24. Finance and other income
 Year ended March 31,2009
    
    
    2010Interest income
    
    Rs.
    1,964
    
    
    Rs.
    2,610Dividend income
    
    
    2,265
    
    
    
    1,442Gain on sale of investments
    
    
    681
    
    
    
    308Others
    
    
    147
    
    
    
    Total
    
    Rs.
    5,057
    
    
    Rs.
    4,360
 25. Earnings per equity share
 138




---



##### Table of Contents



Basic:
 Year ended March 31,2009
    
    
    2010Profit attributable to equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931Weighted average number of equity shares outstanding
    
    
    2,423,558,482
    
    
    
    2,429,025,243Basic earnings per share
    
    Rs.
    15.99
    
    
    Rs.
    18.91
 Diluted:
  Year ended March 31,2009
    
    
    2010Profit attributable to equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931Weighted average number of equity shares outstanding
    
    
    2,423,558,482
    
    
    
    2,429,025,243Effect of dilutive equivalent share options
    
    
    13,905,921
    
    
    
    20,633,288Weighted average number of equity shares for diluted
earnings per share
    
    
    2,437,464,403
    
    
    
    2,449,658,532Diluted earnings per share
    
    Rs.
    15.90
    
    
    Rs.
    18.75
 26. Employee stock incentive plans
  Wipro Equity Reward Trust (WERT)
   Year ended March 31,2009
    
    2010Shares held at the beginning of the period
    
    
    7,961,760
    
    
    
    7,961,760Shares granted to employees
    
    
    
    
    
    
    Grants forfeited by employees
    
    
    
    
    
    
    Shares held at the end of the period
    
    
    7,961,760
    
    
    
    7,961,760
 Wipro Employee Stock Option Plan and Restricted Stock Unit Option Plan
  139




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##### Table of Contents



Authorized
    
    Range ofName of Plan
    
    Shares
    
    Exercise PricesWipro Employee Stock Option Plan 1999 (1999 Plan)
    
    
    30,000,000
    
    
    Rs.
    171  490Wipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs.
    171  490Stock Option Plan (2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    3  7Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)
    
    
    12,000,000
    
    
    $
    0.04Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)
    
    
    10,000,000
    
    
    Rs.
    2
   For the year ended March 31,2009
    
    2010Weighted
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    AverageRange of
    
    
    
    
    
    Exercise
    
    Range of
    
    
    
    
    
    ExerciseExercise Prices
    
    Number
    
    Price
    
    Exercise Prices
    
    Number
    
    PriceOutstanding at the beginning of the period
    
    Rs.
    229  265
    
    
    
    1,219,926
    
    
    Rs.
    264
    
    
    Rs.
    229  265
    
    
    
    1,140
    
    
    Rs.
    254Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489$
    4  6
    
    
    
    8,706
    
    
    $
    5
    
    
    $
    4  6
    
    
    
    1,606
    
    
    $
    4.7Rs.
    2
    
    
    
    9,700,163
    
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    13,799,549
    
    
    Rs.
    2$
    0.04
    
    
    
    1,885,236
    
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    2,470,641
    
    
    $
    0.04Granted
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    
    
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    $
    4  6
    
    
    
    
    
    
    $
    
    
    
    $
    4  6
    
    
    
    
    
    
    $
    Rs.
    2
    
    
    
    6,882,415
    
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    5,000
    
    
    Rs.
    2$
    0.04
    
    
    
    1,484,261
    
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    137,100
    
    
    $
    0.04Exercised
    
    Rs.
    229  265
    
    
    
    (345,099
    )
    
    Rs.
    263
    
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    $
    4  6
    
    
    
    (4,400
    )
    
    $
    4.7
    
    
    $
    4  6
    
    
    
    
    
    
    $
    Rs.
    2
    
    
    
    (1,762,283
    )
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    (2,736,924
    )
    
    Rs.
    2$
    0.04
    
    
    
    (446,841
    )
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    (493,519
    )
    
    $
    0.04Forfeited and lapsed
    
    Rs.
    229  265
    
    
    
    (873,687
    )
    
    Rs.
    264
    
    
    Rs.
    229  265
    
    
    
    (1,140
    )
    
    Rs.
    254Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    $
    4  6
    
    
    
    (2,700
    )
    
    $
    5.82
    
    
    $
    4  6
    
    
    
    
    
    
    $
    Rs.
    2
    
    
    
    (1,020,746
    )
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    (805,722
    )
    
    Rs.
    2$
    0.04
    
    
    
    (452,015
    )
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    (348,401
    )
    
    $
    0.04Outstanding at the end of the period
    
    Rs.
    229  265
    
    
    
    1,140
    
    
    Rs.
    254
    
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489$
    4  6
    
    
    
    1,606
    
    
    $
    4.7
    
    
    $
    4  6
    
    
    
    1,606
    
    
    $
    4.7Rs.
    2
    
    
    
    13,799,549
    
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    10,261,903
    
    
    Rs.
    2$
    0.04
    
    
    
    2,470,641
    
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    1,765,821
    
    
    $
    0.04Exercisable at the end of the period
    
    Rs.
    229  265
    
    
    
    1,140
    
    
    Rs.
    254
    
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    $
    4  6
    
    
    
    1,606
    
    
    $
    4.7
    
    
    $
    4  6
    
    
    
    1,606
    
    
    $
    4.7Rs.
    2
    
    
    
    2,975,987
    
    
    Rs.
    2
    
    
    Rs.
    2
    
    
    
    4,719,739
    
    
    Rs.
    2$
    0.04
    
    
    
    208,412
    
    
    $
    0.04
    
    
    $
    0.04
    
    
    
    645,341
    
    
    $
    0.04
  As of April 1,
    
    As of March 31,2008
    
    
    
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    
    
    
    2010Weighted
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    Weightedaverage
    
    Weighted
    
    
    
    
    
    average
    
    Weighted
    
    
    
    
    
    average
    
    Weightedremaining
    
    Average
    
    
    
    
    
    remaining
    
    Average
    
    
    
    
    
    remaining
    
    AverageRange of
    
    
    
    
    
    Life
    
    Exercise
    
    
    
    
    
    Life
    
    Exercise
    
    
    
    
    
    Life
    
    ExerciseExercise price
    
    Numbers
    
    (Months)
    
    Price
    
    Numbers
    
    (Months)
    
    Price
    
    Numbers
    
    (Months)
    
    PriceRs. 229  265
    
    
    1,219,926
    
    
    
    14
    
    
    Rs.
    264
    
    
    
    1,140
    
    
    
    3
    
    
    Rs.
    254
    
    
    
    
    
    
    
    
    
    
    
    Rs.           489
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120,000
    
    
    
    61
    
    
    Rs.
    489
    
    
    
    120,000
    
    
    
    49
    
    
    Rs.
    489$            4  6
    
    
    8,706
    
    
    
    14
    
    
    $
    5
    
    
    
    1,606
    
    
    
    12
    
    
    $
    4.70
    
    
    
    1,606
    
    
    
    1
    
    
    $
    4.70Rs.               2
    
    
    9,700,163
    
    
    
    42
    
    
    Rs.
    2
    
    
    
    13,799,549
    
    
    
    44
    
    
    Rs.
    2
    
    
    
    10,261,903
    
    
    
    37
    
    
    Rs.
    2$             0.04
    
    
    1,885,236
    
    
    
    51
    
    
    $
    0.04
    
    
    
    2,470,641
    
    
    
    51
    
    
    $
    0.04
    
    
    
    1,765,821
    
    
    
    44
    
    
    $
    0.04
  140




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##### Table of Contents



Expected term
    
    5-7 yearsRisk free interest rates
    
    
    7.36  7.42Volatility
    
    
    35.81 36.21Dividend yield
    
    
    1
    %
 27. Employee benefits
  Year ended March 31,2009
    
    
    2010Salaries and bonus
    
    Rs.
    102,661
    
    
    Rs.
    103,194Employee benefit plansDefined benefit plan
    
    
    310
    
    
    
    276Contribution to provident and other funds
    
    
    2,427
    
    
    
    2,458Share based compensation
    
    
    1,868
    
    
    
    1,302Rs.
    107,266
    
    
    Rs.
    107,230
  Year ended March 31,2009
    
    
    2010Cost of revenues
    
    Rs.
    90,321
    
    
    Rs.
    90,350Selling and marketing expenses
    
    
    10,594
    
    
    
    9,126General and administrative expenses
    
    
    6,351
    
    
    
    7,754Rs.
    107,266
    
    
    Rs.
    107,230
   Year ended March 31,2009
    
    
    2010Interest on obligation
    
    Rs.
    135
    
    
    Rs.
    133Expected return on plan assets
    
    
    (92
    )
    
    
    (122
    )Actuarial losses/(gains) recognized
    
    
    (102
    )
    
    
    (63
    )Current service cost
    
    
    369
    
    
    
    328Net gratuity cost/(benefit)
    
    Rs.
    310
    
    
    Rs.
    276Actual return on plan assets
    
    Rs.
    106
    
    
    Rs.
    138
  As at March 31,2009
    
    2010Discount rate
    
    
    6.75
    %
    
    
    7.15
    %Expected return on plan assets
    
    
    8
    %
    
    
    8
    %Expected rate of salary increase
    
    
    5
    %
    
    
    5
    %
   As at March 31,2009
    
    
    2010Defined benefit obligation at the beginning of the year
    
    Rs.
    1,515
    
    
    Rs.
    1,858Acquisitions
    
    
    34
    
    
    
    Current service cost
    
    
    369
    
    
    
    328Interest on obligation
    
    
    135
    
    
    
    133Benefits paid
    
    
    (118
    )
    
    
    (214
    )Actuarial losses/(gains)
    
    
    (77
    )
    
    
    (45
    )Defined benefit obligation at the end of the year
    
    Rs.
    1,858
    
    
    Rs.
    2,060
 141




---



##### Table of Contents



As at March 31,2009
    
    
    2010Fair value of plan assets at the beginning of the year
    
    Rs.
    1,244
    
    
    Rs.
    1,416Acquisitions
    
    
    19
    
    
    
    Expected return on plan assets
    
    
    92
    
    
    
    122Employer contributions
    
    
    154
    
    
    
    625Benefits paid
    
    
    (118
    )
    
    
    (214
    )Actuarial gains/(losses)
    
    
    25
    
    
    
    18Fair value of plan assets at the end of the year
    
    
    1,416
    
    
    
    1,967Present value of unfunded obligation
    
    Rs.
    (442
    )
    
    Rs.
    (93
    )Recognized liability
    
    Rs.
    (442
    )
    
    Rs.
    (93
    )
  As at March 31,2009
    
    2010Difference between expected and actual developments:of fair value of the obligation
    
    
    (59
    )
    
    
    (84
    )of fair value of plan assets
    
    
    26
    
    
    
    18
   Expected contribution to the fund during the year ending March 31, 2011
    
    Rs.
    454Estimated benefit payments from the fund for the year ending March 31:2011
    
    Rs.
    3032012
    
    
    3512013
    
    
    4112014
    
    
    4292015
    
    
    465Thereafter
    
    
    2,054Total
    
    Rs.
    4,013
   28. Related party relationships and transactions
  Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Inc.
    
    
    
    
    
    U.S.Wipro Gallagher Solutions Inc
    
    
    
    U.S.Enthink Inc.
    
    
    
    U.S.Infocrossing Inc.
    
    
    
    U.S.Infocrossing. LLC,
    
    U.S.cMango Pte Limited
    
    
    
    
    
    SingaporeWipro Japan KK
    
    
    
    
    
    JapanWipro Shanghai Limited
    
    
    
    
    
    ChinaWipro Trademarks Holding Limited
    
    
    
    
    
    IndiaCygnus Negri Investments 
Private Limited
    
    
    
    IndiaWipro Travel Services Limited
    
    
    
    
    
    IndiaWipro Consumer Care Limited
    
    
    
    
    
    IndiaWipro Holdings (Mauritius) Limited
    
    
    
    
    
    MauritiusWipro Holdings UK Limited
    
    
    
    U.K.Wipro Technologies UK Limited
    
    U.K.Wipro Holding Austria GmbH(A)
    
    Austria3D Networks (UK) Limited
    
    U.K.
 142




---



##### Table of Contents



Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Cyprus Private Limited
    
    
    
    
    
    CyprusWipro Technologies S.A DE C. V
    
    
    
    MexicoWipro BPO Philippines LTD. Inc
    
    
    
    PhilippinesWipro Holdings Hungary Korlátolt
Felelősségű Társaság
    
    
    
    HungaryWipro Technologies Argentina SA
    
    
    
    ArgentinaWipro Information Technology Egypt SAE
    
    
    
    EgyptWipro Arabia Limited*
    
    
    
    Saudi ArabiaWipro Poland Sp Zoo
    
    
    
    PolandWipro Information Technology
    
    
    
    NetherlandsNetherlands BV
(formerly RetailBox BV)Wipro Portugal S.A.(A)
(Formerly
Enabler Informatica SA)
    
    PortugalWipro Technologies Limited, Russia
    
    RussiaWipro Technologies Oy
    
    
    
    FinlandWipro Infrastructure Engineering AB
    
    
    
    SwedenWipro Infrastructure 
Engineering Oy
    
    FinlandHydrauto Celka San ve Tic
    
    TurkeyWipro Technologies SRL
    
    
    
    RomaniaWipro Singapore Pte Limited
    
    
    
    SingaporePT WT Indonesia
    
    IndonesiaUnza Holdings Limited (A)
    
    SingaporeWipro Technocentre 
(Singapore) Pte Limited
    
    SingaporeWipro (Thailand) Co Limited
    
    ThailandWipro Bahrain Limited WLL
    
    BahrainWipro Yardley FZE
    
    
    
    DubaiWipro Australia Pty Limited
    
    
    
    
    
    AustraliaWipro Networks Pte Limited (formerly 
3D Networks Pte Limited)
    
    
    
    
    
    SingaporePlanet PSG Pte Limited
    
    
    
    
    
    SingaporePlanet PSG SDN BHD
    
    
    
    MalaysiaWipro Chengdu Limited
    
    
    
    
    
    ChinaWipro Chandrika Limited
    
    
    
    
    
    IndiaWMNETSERV Limited
    
    
    
    
    
    CyprusWMNETSERV (U.K.) Limited.
    
    
    
    U.K.WMNETSERV INC
    
    
    
    U.S.Wipro Technology Services Limited
    
    
    
    
    
    IndiaWipro Airport IT Services Limited
    
    
    
    
    
    IndiaWipro Yardley Consumer Care Private Limited
    
    
    
    
    
    India
   143




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##### Table of Contents



(A)
    
    Step Subsidiary details of Unza Holdings Limited, Wipro Holding Austria
GmbH and Wipro Portugal S.A, are as follows :
 Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationUnza Company Pte Limited
    
    
    
    
    
    SingaporeUnza Indochina Pte Limited
    
    
    
    
    
    SingaporeUnza Vietnam Co., Limited
    
    
    
    VietnamUnza Cathay Limited
    
    
    
    
    
    Hong KongUnza China Limited
    
    
    
    
    
    Hong KongDongguan Unza Consumer Products Limited.
    
    
    
    ChinaPT Unza Vitalis
    
    
    
    
    
    IndonesiaUnza Thailand Limited
    
    
    
    
    
    ThailandUnza Overseas Limited
    
    
    
    
    
    British virgin islandsUnza Africa Limited
    
    
    
    
    
    NigeriaUnza Middle East Limited
    
    
    
    
    
    British virgin islandsUnza International Limited
    
    
    
    
    
    British virgin islandsUnza Nusantara Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Holdings Sdn Bhd
    
    
    
    MalaysiaUnza Malaysia Sdn Bhd
    
    
    
    MalaysiaUAA (M) Sdn Bhd
    
    MalaysiaManufacturing Services Sdn Bhd
    
    
    
    MalaysiaShubido Pacific Sdn Bhd(a)
    
    MalaysiaGervas Corporation Sdn Bhd
    
    
    
    MalaysiaGervas (B) Sdn Bhd
    
    MalaysiaFormapac Sdn Bhd
    
    
    
    MalaysiaWipro Holding Austria GmbH
    
    
    
    
    
    AustriaNew Logic Technologies GmbH
    
    
    
    AustriaNew Logic Technologies SARL
    
    
    
    FranceWipro Portugal S.A.SAS Wipro France 
(formerly Enabler France SAS)
    
    
    
    FranceWipro Retail UK Limited 
(formerly Enabler UK Limited)
    
    
    
    U.K.Wipro do Brasil Technologia Ltda 
(formerly Enabler Brazil Ltda)
    
    
    
    BrazilWipro Technologies Gmbh 
(formerly Enabler & Retail Consult GmbH)
    
    
    
    Germany
    Name of entity
    
    Nature
    
    Country of IncorporationWipro Equity Reward Trust
    
    Trust
    
    IndiaWipro Inc Benefit Trust
    
    Trust
    
    USA
 144




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##### Table of Contents



Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationWipro GE Healthcare Private Limited
    
    Associate
    
    49%
    
    IndiaAzim Premji Foundation
    
    Entity controlled by DirectorHasham Premji (partnership firm)
    
    Entity controlled by DirectorPrazim Traders (partnership firm)
    
    Entity controlled by DirectorZash Traders (partnership firm)
    
    Entity controlled by DirectorReal Investment Trading Company Private Limited
    
    Entity controlled by DirectorVidya Investment Trading Company private Limited
    
    Entity controlled by DirectorNapean Trading Investment Company Private Limited
    
    Entity controlled by DirectorKey management personnel- Azim Premji
    
    Chairman and Managing Director- Suresh C Senapaty
    
    Chief Financial Officer and Director- Suresh Vaswani
    
    Jt CEO, IT Business and Director- Girish S Paranjape
    
    Jt CEO, IT Business and Director- 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 DirectorRelative of Key management personnel- Rishad Premji
    
    Relative of the director
  Entities controlled by
    
    Key ManagementTransaction/ Balances
    
    Associate
    
    Directors
    
    Personnel2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010Sale of goods and services
    
    
    15
    
    
    
    7
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    Dividend
    
    
    
    
    
    
    
    
    
    
    4,418
    
    
    
    4,418
    
    
    
    230
    
    
    
    234Royalty income
    

    
    36
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Key management personnel#Remuneration and short-term benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    175Other benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    34Remuneration to relative of key management personnel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    4Balances as on March 31,Receivables
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    4
    
    
    
    44
 
 #
    
    Post employment benefit comprising gratuity, and compensated absences are not
disclosed as these are determined for the Company as a whole. 29. Commitments and contingencies
 Operating leases:
  As at April 1,
    
    
    As at March 31,2008
    
    
    2009
    
    
    2010Not later than one year
    
    Rs.
    773
    
    
    Rs.
    1,064
    
    
    Rs.
    1,396Later than one year but not later than five years
    
    
    2,433
    
    
    
    3,670
    
    
    
    4,319Later than five years
    
    
    2,826
    
    
    
    3,168
    
    
    
    2,554Rs.
    6,032
    
    
    Rs.
    7,902
    
    
    Rs.
    8,269
 Capital commitments:
 145




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##### Table of Contents



Guarantees:
 Contingencies and lawsuits:
     Other commitments:
 30. Segment Information
    Year ended March 31, 2009ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    191,613
    
    
    
    34,277
    
    
    
    225,890
    
    
    
    19,249
    
    
    
    8,995
    
    
    
    1,204
    
    
    
    255,338Cost of revenues
    
    
    (128,473
    )
    
    
    (30,886
    )
    
    
    (159,359
    )
    
    
    (10,782
    )
    
    
    (8,679
    )
    
    
    (1,395
    )
    
    
    (180,215
    )Selling and marketing expenses
    
    
    (10,672
    )
    
    
    (1,361
    )
    
    
    (12,033
    )
    
    
    (4,750
    )
    
    
    (294
    )
    
    
    (236
    )
    
    
    (17,313
    )General and administrative expenses
    
    
    (12,271
    )
    
    
    (667
    )
    
    
    (12,938
    )
    
    
    (1,125
    )
    
    
    (316
    )
    
    
    (131
    )
    
    
    (14,510
    )Operating income of segment
    
    
    40,197
    
    
    
    1,363
    
    
    
    41,560
    
    
    
    2,592
    
    
    
    (294
    )
    
    
    (558
    )
    
    
    43,300Finance expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,824
    )
 146




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##### Table of Contents



Year ended March 31, 2009ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalFinance and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,057Share of profits of equity accounted investees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362Profit before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,895Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,035
    )Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,860Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    6,283
    
    
    
    377
    
    
    
    268
    
    
    
    20
    
    
    
    6,948Total assets
    
    
    
    
    
    
    
    
    
    
    181,303
    
    
    
    22,862
    
    
    
    6,748
    
    
    
    73,342
    
    
    
    284,255Total liabilities
    
    
    
    
    
    
    
    
    
    
    70,869
    
    
    
    5,803
    
    
    
    2,465
    
    
    
    57,737
    
    
    
    136,874Opening capital employed
    
    
    
    
    
    
    
    
    
    
    93,845
    
    
    
    17,359
    
    
    
    6,149
    
    
    
    53,080
    
    
    
    170,433Closing capital employed
    
    
    
    
    
    
    
    
    
    
    115,089
    
    
    
    18,782
    
    
    
    5,638
    
    
    
    64,763
    
    
    
    204,272Average capital employed
    
    
    
    
    
    
    
    
    
    
    104,467
    
    
    
    18,070
    
    
    
    5,893
    
    
    
    58,923
    
    
    
    187,353Return on capital employed
    
    
    
    
    
    
    
    
    
    
    40
    %
    
    
    14
    %
    
    
    (5
    )%
    
    
    
    
    
    
    23
    %Additions to:Goodwill
    
    
    
    
    
    
    
    
    
    
    5,437
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,437Intangible assets
    
    
    
    
    
    
    
    
    
    
    1,629
    
    
    
    124
    
    
    
    
    
    
    
    
    
    
    
    1,753Property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    14,463
    
    
    
    726
    
    
    
    445
    
    
    
    646
    
    
    
    16,280
 Year ended March 31, 2010ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    202,490
    
    
    
    38,205
    
    
    
    240,695
    
    
    
    22,584
    
    
    
    7,143
    
    
    
    819
    
    
    
    271,241Cost of revenues
    
    
    (132,144
    )
    
    
    (34,151
    )
    
    
    (166,295
    )
    
    
    (11,805
    )
    
    
    (7,446
    )
    
    
    (753
    )
    
    
    (186,299
    )Selling and marketing expenses
    
    
    (10,492
    )
    
    
    (1,275
    )
    
    
    (11,767
    )
    
    
    (6,492
    )
    
    
    (323
    )
    
    
    (26
    )
    
    
    (18,608
    )General and administrative expenses
    
    
    (12,446
    )
    
    
    (1,015
    )
    
    
    (13,461
    )
    
    
    (1,207
    )
    
    
    (210
    )
    
    
    55
    
    
    
    (14,823
    )Operating income of segment
    
    
    47,408
    
    
    
    1,764
    
    
    
    49,172
    
    
    
    3,080
    
    
    
    (836
    )
    
    
    95
    
    
    
    51,511Finance expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (991
    )Finance and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,360Share of profits of equity accounted investees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    530Profit before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,410Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,294
    )Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,116Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    7,095
    
    
    
    424
    
    
    
    294
    
    
    
    18
    
    
    
    7,831Total assets
    
    
    
    
    
    
    
    
    
    
    191,535
    
    
    
    25,233
    
    
    
    8,779
    
    
    
    104,381
    
    
    
    329,928Total liabilities
    
    
    
    
    
    
    
    
    
    
    61,009
    
    
    
    5,707
    
    
    
    4,284
    
    
    
    62,379
    
    
    
    133,379Opening capital employed
    
    
    
    
    
    
    
    
    
    
    115,089
    
    
    
    18,782
    
    
    
    5,638
    
    
    
    64,763
    
    
    
    204,272Closing capital employed
    
    
    
    
    
    
    
    
    
    
    135,829
    
    
    
    20,074
    
    
    
    7,068
    
    
    
    96,092
    
    
    
    259,063Average capital employed
    
    
    
    
    
    
    
    
    
    
    125,459
    
    
    
    19,428
    
    
    
    6,353
    
    
    
    80,427
    
    
    
    231,667Return on capital employed
    
    
    
    
    
    
    
    
    
    
    39
    %
    
    
    16
    %
    
    
    (13
    )%
    
    
    
    
    
    
    22
    %Additions to:Goodwill
    
    
    
    
    
    
    
    
    
    
    1,557
    
    
    
    1,019
    
    
    
    
    
    
    
    
    
    
    
    2,576Intangible assets
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    1,031
    
    
    
    
    
    
    
    
    
    
    
    1,049Property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    12,223
    
    
    
    627
    
    
    
    538
    
    
    
    11
    
    
    
    13,399
  Year ended March 31,2009
    
    
    2010India
    
    Rs.
    54,945
    
    
    Rs.
    62,179United States
    
    
    115,022
    
    
    
    119,537Europe
    
    
    57,109
    
    
    
    56,780Rest of the world
    
    
    28,262
    
    
    
    32,745Rs.
    255,338
    
    
    Rs.
    271,241
  147




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##### Table of Contents



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 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.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.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 defined in IFRS 8.v)
    
    Corporate activities such as treasury, legal and accounting, which do not qualify
as operating segments under IFRS 8, have been considered as reconciling items.
 b)
    
    Revenues include excise duty of Rs. 1,054 and Rs. 842 for the year ended March 31, 2009 and
2010, respectively. For the purpose of segment reporting, the segment revenues are net of
excise duty. Excise duty are 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 profit
in the statement of income). Further, the Company obtains short-term foreign currency
borrowings for its working capital requirements. A portion of these foreign currency
borrowings is used as a natural hedge for the foreign currency monetary assets. For segment
purposes, exchange fluctuations relating to such foreign currency borrowings amounting to Rs.
Nil and Rs. 333 is recorded in the respective segment of the underlying monetary assets, and
eliminated in reconciling items for the year ended March 31, 2009 and 2010, respectively.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)
    
    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 financing to the
business units offering multi-year payments terms. Accordingly, such receivables are reflected
in capital employed in reconciling items. As of March 31, 2009 and 2010, capital employed in
reconciling items includes Rs. 5,549 and Rs. 8,516 respectively, of such receivables on
extended collection terms.f)
    
    Operating income of segments is after recognition of stock compensation expense arising from
the grant of options:
 Segments
    
    Year ended March 31,2009
    
    
    2010IT Services
    
    Rs.
    1,523
    
    
    Rs.
    1,159IT Products
    
    
    112
    
    
    
    93Consumer Care and Lighting
    
    
    76
    
    
    
    71Others
    
    
    21
    
    
    
    18Reconciling items
    
    
    136
    
    
    
    (39
    )Total
    
    Rs.
    1,868
    
    
    Rs.
    1,302
 g)
    
    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.
 148




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##### Table of Contents



31. Reconciliation between Previous GAAP and US GAAP
  
    
    equity as at April 1, 2008;
    
    equity as at March 31, 2009;
    
    profit for the year ended March 31, 2009.
    
    cash flow statement for the year ended March 31, 2009
 Reconciliation of Equity as at April 1, 2008
 Amount as
    
    
    
    
    
    
    Amount
    
    
    Relevantper Previous
    
    
    Reconciliation
    
    
    as per US
    
    
    Notes forParticulars
    
    GAAP
    
    
    adjustment
    
    
    GAAP
    
    
    adjustmentsGoodwill
    
    Rs.
    42,209
    
    
    Rs.
    (3,266
    )
    
    Rs.
    38,943
    
    
    1Property, plant and equipment and intangible assets
    
    
    41,583
    
    
    
    10,719
    
    
    
    52,302
    
    
    1(b),2Available for sale investments
    
    
    14,679
    
    
    
    484
    
    
    
    15,163
    
    
    3Investment in equity accounted investees
    
    
    1,343
    
    
    
    
    
    
    
    1,343Inventories
    
    
    6,664
    
    
    
    508
    
    
    
    7,172
    
    
    4Trade receivables
    
    
    40,453
    
    
    
    (1,545
    )
    
    
    38,908
    
    
    4Unbilled revenues
    
    
    8,514
    
    
    
    (209
    )
    
    
    8,305
    
    
    4Cash and cash equivalents
    
    
    39,270
    
    
    
    
    
    
    
    39,270Net tax assets (including deferred taxes)
    
    
    3,632
    
    
    
    (1,963
    )
    
    
    1,669
    
    
    5Other assets
    
    
    13,980
    
    
    
    1,336
    
    
    
    15,316
    
    
    2(a),4,8TOTAL ASSETS
    
    Rs.
    212,327
    
    
    Rs.
    6,064
    
    
    Rs.
    218,391Share capital
    
    Rs.
    2,923
    
    
    
    
    
    
    Rs.
    2,923Retained earnings and other components of equity
    
    
    114,031
    
    
    
    12,400
    
    
    
    126,431Total equity (A)
    
    
    116,954
    
    
    
    12,400
    
    
    
    129,354Minority interest
    
    
    116
    
    
    
    
    
    
    
    116Loans and borrowings
    
    
    44,850
    
    
    
    (94
    )
    
    
    44,756
    
    
    6(b)Trade payables and accrued expenses
    
    
    27,873
    
    
    
    
    
    
    
    27,873Unearned revenues
    
    
    4,503
    
    
    
    (107
    )
    
    
    4,396
    
    
    4Other liabilities
    
    
    18,031
    
    
    
    (6,135
    )
    
    
    11,896
    
    
    4,6,7,8Total liabilities (B)
    
    
    95,373
    
    
    
    (6,336
    )
    
    
    89,037TOTAL LIABILITIES AND EQUITY (A)+(B)
    
    Rs.
    212,327
    
    
    Rs.
    6,064
    
    
    Rs.
    218,391
  1)
    
    The key differences in goodwill between U.S. GAAP and Previous GAAP are as follows:
 a)
    
    Under Previous GAAP, prior to the Transition Date, the Company merged certain
acquired subsidiaries and adjusted the goodwill relating to acquisition of such entities
against the retained earnings, whereas this adjustment was not recorded under U.S. GAAP.b)
    
    Under U.S. GAAP, all the assets and liabilities arising from a business combination
are identified and recorded at fair values. Accordingly, in respect of all business
combinations a portion of purchase price was allocated towards acquired intangibles, net
of related deferred taxes. Under Previous GAAP, assets and liabilities arising from a
business combination are recognized based on the carrying value in the books of the
acquired entity. This resulted in difference between the carrying amount of goodwill,
intangible assets and deferred tax liabilities between U.S.GAAP and Previous GAAP.
 2)
    
    The key differences in property, plant and equipment and intangibles between U.S. GAAP and
Previous GAAP are as follows:
 149




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##### Table of Contents



a)
    
    Under U.S. GAAP, lease of land is classified as an operating lease unless the title to
the leasehold land is expected to be transferred to the Company at the end of the lease
term. Accordingly, lease rentals paid in advance and lease deposits are recognized as other
assets under U.S.GAAP. Under Previous GAAP, the lease rentals paid in advance and lease
deposits are recognized in property, plant and equipment. This adjustment has no impact on
equity.b)
    
    Difference in the basis of interest capitalization between Previous GAAP and US GAAP.c)
    
    Under U.S. GAAP, finite life intangible assets are amortized in the proportion of
economic benefits consumed during the period to the expected total economic benefits. Under
Previous GAAP, such intangible assets are usually amortized on a straight line basis over
the estimated useful life.
 3)
    
    Under US GAAP, available for sale investments are measured at fair value at each reporting
date. The changes in fair value of such investments, net of related deferred taxes, are
recognized directly in equity. Under Previous GAAP, short-term investments are measured at
lower of cost or fair value.4)
    
    The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are
as follows:
 a)
    
    Under U.S. GAAP, in respect of certain multiple element arrangements, revenue
recognition in respect of products/services delivered is limited to the amount of
consideration that is not contingent upon delivery of additional items or meeting other
specified performance conditions. Under Previous GAAP, revenue for products/services
delivered is recognized, if the delivery of additional items or meeting other specified
performance conditions is considered probable at the time of delivery.b)
    
    Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in
respect of revenue arrangements involving delivery of third-party software products and
related services.c)
    
    Under U.S. GAAP, an entity is required to allocate revenue to separately identifiable
components of a multiple deliverable customer arrangement. The revenue relating to these
components are recognized when the appropriate revenue recognition criteria is met. Under
U.S. GAAP, in respect of multiple element arrangements comprising delivered products and
installation services, the Company defers and recognizes revenue relating to installation
services when those services are rendered. Under Previous GAAP, installation services are
considered to be incidental / perfunctory to product delivery. Entire revenue is
recognized, when the products are delivered in accordance with the contractual terms, and
expected cost of installation services is also accrued.The above adjustments consequently impact trade receivables, unbilled revenues, inventory,
other assets, unearned revenues and other liabilities balances.
 5)
    
    The key difference in net tax assets between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Under U.S. GAAP, valuation allowance in respect of deferred tax assets pertaining to
carry forward tax losses is not recognized if it is more likely than not that, sufficient
taxable profits would be available in the future to realize the tax benefits. Under
Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized
only if it is virtually certain that sufficient future taxable income would be available in
the future to realize the tax benefits.b)
    
    Previous GAAP requires an entity to follow the income statement approach for
recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing
deferred taxes.c)
    
    Consequential tax impact of the reconciliation items between Previous GAAP and U.S.
GAAP discussed herein.
 6)
    
    The key differences between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Under Previous GAAP, liability is recognized in respect of proposed dividend on Company
equity shares even-though the dividend is expected to be approved by the shareholders
subsequent to the reporting date. Under U.S. GAAP, liability for dividend is recognized
only when it is approved by the shareholders.b)
    
    Certain liabilities to state finance institutions are reflected as borrowings under
Previous GAAP, while these amounts are classified as other liabilities under U.S. GAAP.
This adjustment has no impact on equity.
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c)
    
    Under Previous GAAP, share application money pending allotment is reported as a
separate item within equity, whereas under US GAAP the same is presented under other
liabilities. This presentation difference between US GAAP and Previous GAAP has resulted in
an increase in equity under Previous GAAP as at April 01, 2008.
 7)
    
    The key differences in defined employee benefit obligations between Previous GAAP and U.S.
GAAP are as follows:
 a)
    
    Under Previous GAAP, the Company considers the yield on government securities as the
discounting rate in determining defined employee retirement benefit obligation. Under U.S.
GAAP, the Company considers yield on corporate bonds as the discount rate.b)
    
    Under U.S. GAAP, actuarial gains and losses relating to defined employee retirement
obligation is recognized in equity, which is subsequently recycled into the income
statement using the corridor approach. Under Previous GAAP, the actuarial gains and losses
are recognized in the statement of income in the period in which they occur.
 8)
    
    Difference in accounting for certain forward contracts under Previous GAAP and U.S. GAAP has
also impacted other assets and other liabilities.
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Reconciliation of Equity as at March 31, 2009
 Amount as
    
    
    
    
    
    
    Amount
    
    
    Relevantper Previous
    
    
    Reconciliation
    
    
    as per US
    
    
    Notes forParticulars
    
    GAAP
    
    
    adjustment
    
    
    GAAP
    
    
    adjustmentsGoodwill
    
    Rs.
    56,521
    
    
    Rs.
    (7,019
    )
    
    Rs.
    49,502
    
    
    1Property, plant and equipment and intangible assets
    
    
    52,563
    
    
    
    14,903
    
    
    
    67,466
    
    
    1(b),2Available for sale investments
    
    
    16,426
    
    
    
    92
    
    
    
    16,518
    
    
    3Investment in equity accounted investees
    
    
    1,670
    
    
    
    
    
    
    
    1,670Inventories
    
    
    7,587
    
    
    
    1,100
    
    
    
    8,687
    
    
    4Trade receivables
    
    
    50,370
    
    
    
    (2,642
    )
    
    
    47,728
    
    
    4Unbilled revenues
    
    
    14,108
    
    
    
    (265
    )
    
    
    13,843
    
    
    4Cash and cash equivalents
    
    
    49,117
    
    
    
    
    
    
    
    49,117Net tax assets (including deferred taxes)
    
    
    2,672
    
    
    
    (1,151
    )
    
    
    1,521
    
    
    5Other assets
    
    
    20,984
    
    
    
    2,408
    
    
    
    23,392
    
    
    2(a),4,8TOTAL ASSETS
    
    Rs.
    272,018
    
    
    Rs.
    7,426
    
    
    Rs.
    279,444Share capital
    
    Rs.
    2,930
    
    
    
    
    
    
    Rs.
    2,930Retained earnings and other components of equity
    
    
    133,369
    
    
    
    13,883
    
    
    
    147,252Total equity (A)
    
    
    136,299
    
    
    
    13,883
    
    
    
    150,182Minority interest
    
    
    237
    
    
    
    
    
    
    
    237Loan and borrowings
    
    
    56,892
    
    
    
    (86
    )
    
    
    56,806
    
    
    6(b)Trade payables and accrued expenses
    
    
    40,191
    
    
    
    
    
    
    
    40,191Unearned revenues
    
    
    8,734
    
    
    
    182
    
    
    
    8,916
    
    
    4Other liabilities
    
    
    29,665
    
    
    
    (6,553
    )
    
    
    23,112
    
    
    4,6,7,8Total liabilities (B)
    
    
    135,719
    
    
    
    (6,457
    )
    
    
    129,262TOTAL LIABILITIES AND EQUITY (A)+(B)
    
    Rs.
    272,018
    
    
    Rs.
    7,426
    
    
    Rs.
    279,444
  1)
    
    The key differences in goodwill between U.S. GAAP and Previous GAAP are as follows:
 a)
    
    Under Previous GAAP, prior to the Transition Date, the Company merged certain
acquired subsidiaries and adjusted the goodwill relating to acquisition of such entities
against the retained earnings, whereas this adjustment was not recorded under U.S. GAAP.b)
    
    Under U.S. GAAP, all the assets and liabilities arising from a business combination
are identified and recorded at fair values. Accordingly, in respect of all business
combinations a portion of purchase price was allocated towards acquired intangibles, net
of related deferred taxes. Under Previous GAAP, assets and liabilities arising from a
business combination are recognized based on the carrying value in the books of the
acquired entity. This resulted in difference between the carrying amount of goodwill,
intangible assets and deferred tax liabilities between U.S.GAAP and Previous GAAP.
 2)
    
    The key differences in property, plant and equipment and intangibles between U.S. GAAP and
Previous GAAP are as follows:
 a)
    
    Under U.S. GAAP, lease of land is classified as an operating lease unless the title to
the leasehold land is expected to be transferred to the Company at the end of the lease
term. Accordingly, lease rentals paid in advance and lease deposits are recognized as other
assets under U.S.GAAP. Under Previous GAAP, the lease rentals paid in advance and lease
deposits are recognized in property, plant and equipment. This adjustment has no impact on
equity.b)
    
    Difference in the basis of interest capitalization between Previous GAAP and U.S. GAAP.c)
    
    Under U.S. GAAP, finite life intangible assets are amortized in the proportion of
economic benefits consumed during the period to the expected total economic benefits. Under
Previous GAAP, such intangible assets are usually amortized on a straight line basis over
the estimated useful life.
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3)
    
    Under US GAAP, available for sale investments are measured at fair value at each reporting
date. The changes in fair value of such investments, net of related deferred taxes, are
recognized directly in equity. Under Previous GAAP, short-term investments are measured at
lower of cost or fair value.4)
    
    The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are
as follows:
 a)
    
    Under U.S. GAAP, in respect of certain multiple element arrangements, revenue
recognition in respect of products/services delivered is limited to the amount of
consideration that is not contingent upon delivery of additional items or meeting other
specified performance conditions. Under Previous GAAP, revenue for products/services
delivered is recognized, if the delivery of additional items or meeting other specified
performance conditions is considered probable at the time of delivery.b)
    
    Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in
respect of revenue arrangements involving delivery of third-party software products and
related services.c)
    
    Under U.S. GAAP, an entity is required to allocate revenue to separately identifiable
components of a multiple deliverable customer arrangement. The revenue relating to these
components are recognized when the appropriate revenue recognition criteria is met. Under
U.S. GAAP, in respect of multiple element arrangements comprising delivered products and
installation services, the Company defers and recognizes revenue relating to installation
services when those services are rendered. Under Previous GAAP, installation services are
considered to be incidental / perfunctory to product delivery. Entire revenue is
recognized, when the products are delivered in accordance with the contractual terms, and
expected cost of installation services is also accrued.The above adjustments consequently impact trade receivables, unbilled revenues, inventory,
other assets, unearned revenues and other liabilities balances.
 5)
    
    The key difference in net tax assets between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Under U.S. GAAP, valuation allowance in respect of deferred tax assets pertaining to
carry forward tax losses is not recognized if it is more likely than not that, sufficient
taxable profits would be available in the future to realize the tax benefits. Under
Previous GAAP, deferred tax assets in respect of carry forward tax losses is recognized
only if it is virtually certain that sufficient future taxable income would be available in
the future to realize the tax benefits.b)
    
    Previous GAAP requires an entity to follow the income statement approach for
recognizing deferred taxes, while U.S. GAAP requires balance sheet approach in recognizing
deferred taxes.c)
    
    Consequential tax impact of the reconciliation items between Previous GAAP and U.S.
GAAP discussed herein.
 6)
    
    The key differences between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Under Previous GAAP, liability is recognized in respect of proposed dividend on
Companys equity shares even-though the dividend is expected to be approved by the
shareholders subsequent to the reporting date. Under U.S. GAAP, liability for dividend is
recognized only when it is approved by the shareholders.b)
    
    Certain liabilities to state finance institutions are reflected as borrowings under
Previous GAAP, while these amounts are classified as other liabilities under U.S. GAAP.
This adjustment has no impact on equity.c)
    
    Under Previous GAAP, share application money pending allotment is reported as a
separate item within equity, whereas under US GAAP the same is presented under other
liabilities. This presentation difference between US GAAP and Previous GAAP has resulted in
an increase in equity under Previous GAAP as at March 31, 2009.
 7)
    
    The key differences in defined employee benefit obligations between Previous GAAP and U.S.
GAAP are as follows:
 a)
    
    Under Previous GAAP, the Company considers the yield on government securities as the
discounting rate in determining defined employee retirement benefit obligation. Under U.S.
GAAP, the Company considers yield on corporate bonds as the discount rate.
 b)
    
    Under U.S. GAAP, actuarial gains and losses relating to defined employee retirement
obligation is recognized in equity, which is subsequently recycled into the income
statement using the corridor approach. Under Previous
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GAAP, the actuarial gains and losses are recognized in the statement of income in the period
in which they occur.
 8)
    
    Difference in accounting for certain forward contracts under Previous GAAP and U.S. GAAP has
also impacted other assets and other liabilities
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Reconciliation of Profit for the year ended March 31, 2009
 AmountAmount as per
    
    
    
    
    
    as per
    
    RelevantPrevious
    
    Reconciliation
    
    US
    
    Notes forParticulars
    
    GAAP
    
    adjustment
    
    GAAP
    
    adjustmentsRevenues
    
    Rs.
    256,995
    
    
    Rs.
    (2,431
    )
    
    Rs.
    254,564
    
    
    
    1Operating profit
    
    
    44,004
    
    
    
    (2,614
    )
    
    
    41,390
    
    
    
    2Finance and other income/(expense), net
    
    
    1,192
    
    
    
    (3,008
    )
    
    
    (1,816
    )
    
    
    3,5Equity in earnings of equity-accounted investees
    
    
    362
    
    
    
    
    
    
    
    362Profit before taxes
    
    
    45,558
    
    
    
    (5,622
    )
    
    
    39,936Income taxes
    
    
    (6,460
    )
    
    
    1,038
    
    
    
    (5,422
    )
    
    
    4Minority interest
    
    
    (99
    )
    
    
    
    
    
    
    (99
    )Net income
    
    
    38,999
    
    
    
    (4,584
    )
    
    
    34,415
  1)
    
    The key differences in revenue recognition principles between Previous GAAP and U.S. GAAP are
as follows:
 a)
    
    Under U.S. GAAP, in respect of certain multiple element arrangements, revenue
recognition in respect of products/services delivered is limited to the amount of
consideration that is not contingent upon delivery of additional items or meeting other
specified performance conditions. Under Previous GAAP, revenue for products/services
delivered is recognized, if the delivery of additional items or meeting other specified
performance conditions is considered probable at the time of delivery.b)
    
    Differences in revenue recognition principles between Previous GAAP and U.S. GAAP in
respect of revenue arrangements involving delivery of third-party software products and
related services.c)
    
    Under U.S. GAAP, revenue relating to product installation services is recognized when
the installation services are performed. Under Previous GAAP, the entire revenue relating
to the supply and installation of products is recognized when products are delivered in
accordance with the terms of contract. Installation services are considered to be
incidental / perfunctory to product delivery and the cost of installation services is
accrued upon delivery of the product.d)
    
    Under U.S. GAAP, generally cash payments to customers pursuant to sales promotional
activities are considered as sales discount and reduced from revenue. Under Previous GAAP,
such payments are considered as cost of revenues and selling and marketing expenses. This
is a presentation difference and has no impact on net income.
 2)
    
    The key differences in operating profit between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Impact of difference in revenue recognition principles described above.b)
    
    Under U.S. GAAP, all the assets and liabilities arising from a business combination are
identified and recorded at fair values. Under U.S. GAAP, finite life intangible assets are
amortized in the proportion of economic benefits consumed during the period to the expected
total economic benefits. Under Previous GAAP, such intangible assets are usually amortized
on a straight line basis over the estimated useful. This has resulted in a difference in
the underlying amortization expense between Previous GAAP and U.S. GAAP.c)
    
    Indian tax laws levies fringe benefit tax (FBT) in respect of various fringe benefits
provided to employees. Under Previous GAAP, such FBT is treated as income taxes, whereas
under U.S. GAAP such FBT is treated as an operating expense. This is a presentation
difference and has no impact on net income.d)
    
    Indian tax laws levies FBT on all stock options exercised on or after April 1, 2007.
The Company has modified its stock option plans to recover the FBT from employees. Under
U.S. GAAP, FBT recovery is treated as an additional exercise price and recorded in
stockholders equity. Under Previous GAAP, recovery of FBT from employees is offset against
the related FBT expense.
 3)
    
    The key differences in finance and other income/(expense), net between Previous GAAP and U.S.
GAAP are as follows:
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a)
    
    Foreign currency borrowings and related cross currency swap are considered as effective
hedge of net investment in non-integral foreign operation. Consequently, the changes in the
fair value of such derivative instrument and the impact of foreign currency translation
adjustment on foreign currency borrowings that are determined to be an effective hedge are
recognized in the equity. Under U.S. GAAP, combination of foreign currency borrowings and
related cross currency swap do not qualify for hedge accounting. Consequently, the changes
in fair value of such derivative instrument and the foreign currency translation
adjustments on foreign currency borrowings are recognized in the statement of income.b)
    
    Difference in the basis of interest capitalization between Previous GAAP and U.S.
GAAP.
 4)
    
    The key differences in income taxes between Previous GAAP and U.S. GAAP are as follows:
 a)
    
    Reclassification of FBT from income tax expense to operating expenses under U.S. GAAP;
(refer note 2(c) above).b)
    
    Under U.S. GAAP, deferred tax assets in respect of carry forward tax losses are
recognized if it is more likely than not that, sufficient taxable profits would be
available in the future to realize the tax benefits. Under Previous GAAP, deferred tax
assets in respect of carry forward tax losses is recognized only if it is virtually certain
that sufficient future taxable income would be available in the future to realize the tax
benefits.c)
    
    Previous GAAP requires an entity to follow the income statement approach for
recognizing deferred taxes, whereas U.S. GAAP requires balance sheet approach in
recognizing deferred taxes.d)
    
    Consequential tax impact of the reconciliation items between Previous GAAP and U.S.
GAAP discussed herein.
 5)
    
    This includes difference in accounting for certain foreign currency forward contracts.
 Explanation of material adjustments to the cash flow statements
 a)
    
    Under Previous GAAP, interest paid is considered as cash flows from financing
activities, whereas under U.S. GAAP, these were considered as cash flows from operating
activities. As a result, cash flows from operating activities under U.S. GAAP were lower
and cash flows from financing activities were higher by an equal amount.b)
    
    Under Previous GAAP, interest and dividend income was considered as cash flows from
investing activities, whereas under U.S. GAAP, these were considered as cash flows from
operating activities. As a result, cash flows from operating activities under U.S. GAAP
were higher and cash flows from investing activities were lower by an equal amount.
 32. Audit committee investigation
   156




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Item 19. Exhibits
 ExhibitNumber
    
    Description1.1
    
    Certificate of Incorporation of Wipro Limited, as amended (1)1.2
    
    Memorandum and Articles of Association of Wipro Limited, (10)2.1
    
    Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt) (1)2.2
    
    Wipros specimen certificate for equity shares (1)4.1
    
    1999 Employee Stock Option Plan (1999 plan) (1)4.2
    
    2000 Employee Stock Option Plan (2000 plan) (1)4.3
    
    Wipro Equity Reward Trust (1)4.4
    
    2000 ADS Option Plan (2000 ADS Plan) (3)4.5
    
    Wipro Employee ADS Restricted Stock Unit Plan 2004 (WARSUP 2004 plan) (4)4.6
    
    Wipro Employee Restricted Stock Unit Plan 2004 (WRSUP 2004 plan)(5)4.7
    
    Form of Indemnification Agreement, as amended (3)4.8
    
    Form of Agreement for Appointment/Re-appointment of Executive Directors (5)4.9
    
    Sample Letter of appointment to Non Executive Directors (5)4.10
    
    Wipro Employee Restricted Stock Unit Plan 2005 (WRSUP 2005 plan) (6)4.11
    
    Wipro Employee Restricted Stock Unit Plan 2007 (WRSUP 2007 Plan) (9)4.12
    
    Amendment No. 1 to 1999 plan, 2000 plan, 2000 ADS plan, WRSUP 2004 Plan, WARSUP 2004 Plan and
WRSUP 2005 Plan (9)4.13
    
    Amendment No. 2 to 1999 plan, 2000 plan, WRSUP 2004 Plan and WRSUP 2005 Plan (9)4.14
    
    Amendment No. 3 to WRSUP 2004 Plan and WRSUP 2005 Plan (9)4.15
    
    Amendment No. 2 to WARSUP 2004 Plan (9)4.16
    
    Amendment No. 3 to 2000 Plan (9)11.1
    
    Code of Ethics for Principal and Finance Officers (2)12.1
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act12.2
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act13
    
    Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the
Sarbanes Oxley Act15.1
    
    Consent of Independent Registered Public Accounting Firm15.2
    
    Wipros Ombudsprocess (2)15.3
    
    Code of Business Conduct and Ethics (7)15.4
    
    Audit Committee Charter (8)15.5
    
    Board Governance and Compensation Committee Charter (6)
 
 (1)
    
    Incorporated by reference to Exhibits filed with the Registrants Registration Statement on
Form F-1 (File No. 333-46278)  filed on September 21, 2010.(2)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 9, 2003.(3)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 17, 2004.(4)
    
    Incorporated by reference to Exhibits filed with the Registrants Registration Statement on
Form S-8 filed on February 28, 2005.(5)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005.(6)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 22, 2006.(7)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 30, 2007(8)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005, as amended by Exhibit with the Registrants Annual Report on Form 20-F
filed on May 30, 2007(9)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 30, 2008(10)
    
    Incorporated by reference to Exhibits filed with the Registrants  Form 6K
filed on July 6, 2010. 157




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SIGNATURES
   Bangalore, India 
Date: November 12, 2010
    
    /s/ Azim H. Premji

Azim H. Premji,
    
    
    
    /s/ Suresh C. Senapaty

Suresh C. Senapaty,Chairman and Managing Director
    
    
    
    Chief Financial Officer and Director
 158