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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
  o
    
    Registration statement pursuant to section12(b)or (g) of the Securities Exchange Act of 1934þ
    
    Annual Report pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934For the fiscal year ended March 31, 2011o
    
    Transition Report pursuant to Section 13 or15(d)of the Securities Exchange Act of 1934For the transition period fromtoo
    
    Shell Company Report pursuant to Section 13 or15(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
    
    New York Stock ExchangeEquity Share, par value Rs. 2 per share.
 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
    
    Other    oStandards as issued by the
International þAccounting Standards Board
    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 IItem 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
    
    
    23Item 4A Unresolved Staff Comments
    
    
    41Item 5. Operating and Financial Review and Prospects
    
    
    41Item 6. Directors, Senior Management and Employees
    
    
    61Item 7. Major Shareholders and Related Party Transactions
    
    
    70Item 8. Financial Information
    
    
    73Item 9. The Offer and Listing
    
    
    74Item 10. Additional Information
    
    
    77Item 11. Quantitative and Qualitative Disclosure About Market Risk
    
    
    91Item 12. Description of Securities Other than Equity Securities
    
    
    92Part IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    93Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    93Item 15. Controls and Procedures
    
    
    93Item 16 A. Audit Committee Financial Expert
    
    
    96Item 16 B. Code of Ethics
    
    
    96Item 16 C. Principal Accountant Fees and Services
    
    
    96Item 16 D. Exemptions from the Listing Standards for Audit Committees
    
    
    97Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    97Item 16 F. Changes in registrants Certifying Accountant
    
    
    97Item 16 G. Corporate Governance
    
    
    97Part IIIItem 17. Financial Statements
    
    
    98Item 18. Financial Statements
    
    
    99Item 19. Exhibits
    
    
    149EX-12.1EX-12.2EX-13.1EX-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
 Selected IFRS financial data for the years ended March 31, 2007 and 2008 have not been
included in this Annual Report on Form 20-F because IFRS financial statements for such periods have
not previously been prepared and could not be prepared without unreasonable effort and expense. We
changed our basis of accounting to IFRS during the year ended March 31, 2009. Prior to adoption of
IFRS, we prepared financial statements in accordance with accounting principles generally accepted
in the United States of America for purposes of our SEC reporting.
 Summary of Selected Consolidated Financial Data
  (In millions, except per equity share data)2009
    
    
    2010
    
    
    2011
    
    
    2011ConvenienceTranslation intoUS$Consolidated Statements of Income data:Revenues
    
    Rs.
    256,891
    
    
    Rs.
    271,957
    
    
    Rs.
    310,542
    
    
    US$
    6,972Cost of revenues
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    (212,808
    )
    
    
    (4,778
    )Gross profit
    
    Rs.
    76,676
    
    
    Rs.
    85,658
    
    
    Rs.
    97,734
    
    
    US$
    2,194Selling and marketing expenses
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    (22,172
    )
    
    
    (498
    )General and administrative expenses
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    (18,339
    )
    
    
    (412
    )Foreign exchange gains/(losses), net
    
    
    (1,553
    )
    
    
    (383
    )
    
    
    445
    
    
    
    10Results from operating activities
    
    Rs.
    43,300
    
    
    Rs.
    51,844
    
    
    Rs.
    57,668
    
    
    US$
    1,295Finance expense
    
    
    (3,824
    )
    
    
    (1,324
    )
    
    
    (1,933
    )
    
    
    (43
    )Finance and Other income
    
    
    5,057
    
    
    
    4,360
    
    
    
    6,652
    
    
    
    149Share of profits of equity accounted investees
    
    
    362
    
    
    
    530
    
    
    
    648
    
    
    
    15Profit before tax
    
    
    44,895
    
    
    
    55,410
    
    
    
    63,035
    
    
    
    1,415Income tax expense
    
    
    (6,035
    )
    
    
    (9,294
    )
    
    
    (9,714
    )
    
    
    (218
    )Profit for the year
    
    Rs.
    38,860
    
    
    Rs.
    46,116
    
    
    Rs.
    53,321
    
    
    US$
    1,197Attributable to:Equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931
    
    
    Rs.
    52,977
    
    
    
    1,189Non-controlling interest
    
    
    99
    
    
    
    185
    
    
    
    344
    
    
    
    8Profit for the year
    
    Rs.
    38,860
    
    
    Rs.
    46,116
    
    
    Rs.
    53,321
    
    
    US$
    1,197Earnings per equity share:Basic
    
    
    15.99
    
    
    
    18.91
    
    
    
    21.74
    
    
    US$
    0.49Diluted
    
    
    15.90
    
    
    
    18.75
    
    
    
    21.61
    
    
    
    0.49Weighted average number of equity shares used in
computing earnings per equity share(1):Basic
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,436,440,633
    
    
    
    2,436,440,633Diluted
    
    
    2,437,464,403
    
    
    
    2,449,658,532
    
    
    
    2,451,154,154
    
    
    
    2,451,154,154Cash dividend per equity share paid
    
    
    4.00
    
    
    
    4.00
    
    
    
    8.00
    
    
    US$
    0.18Additional data:Revenue by
segment(2)IT Services
    
    Rs.
    191,613
    
    
    Rs.
    202,490
    
    
    Rs.
    234,850
    
    
    US$
    5,273IT Products
    
    
    34,277
    
    
    
    38,205
    
    
    
    36,910
    
    
    
    829Consumer Care and Lighting
    
    
    19,249
    
    
    
    22,584
    
    
    
    27,258
    
    
    
    612Others
    
    
    8,995
    
    
    
    7,143
    
    
    
    10,896
    
    
    
    245Reconciling items
    
    
    1,204
    
    
    
    1,152
    
    
    
    1,073
    
    
    
    24Total
    
    Rs.
    255,338
    
    
    Rs.
    271,574
    
    
    Rs.
    310,987
    
    
    US$
    6,982Operating income by segmentIT Services
    
    Rs.
    40,288
    
    
    Rs.
    47,687
    
    
    Rs.
    53,407
    
    
    US$
    1,199IT Products
    
    
    1,363
    
    
    
    1,764
    
    
    
    1,609
    
    
    
    36Consumer Care and Lighting
    
    
    2,592
    
    
    
    3,102
    
    
    
    3,450
    
    
    
    77Others
    
    
    (294
    )
    
    
    (836
    )
    
    
    (97
    )
    
    
    (2
    )Reconciling items
    
    
    (649
    )
    
    
    127
    
    
    
    (701
    )
    
    
    (16
    )Total
    
    Rs.
    43,300
    
    
    Rs.
    51,844
    
    
    Rs.
    57,668
    
    
    US$
    1,295Consolidated Statements of Financial Position Data:Cash and cash equivalents
    
    Rs.
    49,117
    
    
    Rs.
    64,878
    
    
    Rs.
    61,141
    
    
    US$
    1,373
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2009
    
    
    2010
    
    
    2011
    
    
    2011ConvenienceTranslation intoUS$Available for sale investments
    
    
    16,293
    
    
    
    30,420
    
    
    
    49,282
    
    
    
    1,106Working
capital (3)
    
    
    57,152
    
    
    
    95,565
    
    
    
    131,696
    
    
    
    2,957Total assets
    
    
    284,255
    
    
    
    329,928
    
    
    
    371,443
    
    
    
    8,340Total debt
    
    
    56,892
    
    
    
    62,511
    
    
    
    52,802
    
    
    
    1,185Total equity
    
    
    147,381
    
    
    
    196,549
    
    
    
    240,371
    
    
    
    5,397Number of shares outstanding
    
    
    1,464,980,746
    
    
    
    1,468,211,189
    
    
    
    2,454,409,145
    
    
    
    2,454,409,145
 Notes:
 1.
    
    Adjusted for stock dividend.2.
    
    In our segment reporting only, management has included the
impact of exchange rate fluctuations in revenue.3.
    
    Working capital equals current assets less current liabilities.
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Exchange Rates
   Fiscal Year Ended March 31,
    
    Period End
    
    Average
    
    High
    
    Low2011
    
    Rs.
    44.54
    
    
    Rs.
    45.46
    
    
    Rs.
    47.49
    
    
    Rs.
    43.902010
    
    
    44.95
    
    
    
    47.18
    
    
    
    50.48
    
    
    
    44.942009
    
    
    50.87
    
    
    
    46.32
    
    
    
    51.96
    
    
    
    39.732008
    
    
    40.02
    
    
    
    40.13
    
    
    
    43.05
    
    
    
    38.482007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.78
   Month
    
    High
    
    LowMay 2011
    
    Rs.
    45.33
    
    
    Rs.
    44.27April 2011
    
    
    44.51
    
    
    
    44.00March 2011
    
    
    45.24
    
    
    
    44.54February 2011
    
    
    45.66
    
    
    
    45.06January 2011
    
    
    45.92
    
    
    
    44.59December 2010
    
    
    45.54
    
    
    
    44.70
 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 processes 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 attract and retain 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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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.
  Restrictions on immigration in the U.S. may affect our ability to compete for and provide
services to clients in the U.S., 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.
   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.
  If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
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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.
  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.
  Many of our client contracts can typically be terminated without cause and with little or no
notice or termination charges, which could negatively impact our revenue and profitability.
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
    
    financial difficulties of 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.
  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.
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If we fail to or are unable to implement and maintain effective internal controls over
financial reporting, the accuracy and timeliness of our financial reporting may be adversely
affected.
   We
cannot predict the outcome of the Securities and Exchange Commissions voluntary requests for
documents and information, the outcome of which could have a material adverse effect on us.
   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.
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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 upon rates
for our work and may affect our future margins.
    
    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 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.
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Managements use of estimates may affect our income and financial position.
  Risks Related to Investments in Indian Companies and International Operations Generally.
  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 profits would decrease if the Government of India imposes additional taxes or withdraws or
reduces tax benefits or other incentives.
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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.
   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.
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Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
  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 net worth 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
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
    
    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,
our shareholders or our affiliates.
   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.
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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.
   Our ADSs have historically traded at a significant premium to the trading prices of our
underlying equity shares on Indian stock exchanges, but may not continue to do so in the future.
  Negative media coverage and public scrutiny may adversely affect the prices of our equity
shares and ADSs.
  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.
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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
    Industry Overview
 IT Services
   23




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##### Table of Contents




    
    India-based global sourcing offers significant cost advantages in terms of accessing
highly skilled talent at lower wage costs and productivity gains derived from having a
very competent employee base. According to the NASSCOM Strategic Review Report 2011, as
per Everest India, India continues to be the leader in cost competitiveness among all
global sourcing locations, despite wage inflation. Operating costs in India continue to
deliver cost savings of about 60-70% as compared to other source locations.
    
    India has a large, highly skilled and English-speaking talent pool. According to the
NASSCOM Strategic Review Report 2011, the IT industry here employed nearly 2,540,000
software professionals as of 2010-11, making it one of the largest employers in the
global IT services industry. According to the same report, the country has the largest
pool of suitable off-shore talent.
    
    Favorable policy decisions of the Indian Government have played an instrumental role
in the development of a robust IT-Business Process Outsourcing (BPO) sector in the
country. The Software Technology Park Scheme (STP) and the SEZ Act play a dominant role
in the emergence and development of the IT-BPO industry by giving incentives in the
form of tax holiday periods.
    
    The Indian IT industry has been the primary beneficiary of the rapid transformation
of the telecom sector since it was deregulated to permit private participation, with
the cost of international connectivity declining rapidly and service level quality
improving significantly.
    
    India-based IT companies have proven their ability to deliver premium IT and BPO
services that satisfy the requirements of international clients who adhere to the
highest quality standards. According to NASSCOMs Strategic Review Report 2011, over
658 India based centers, both Indian firms as well as multinational corporation (MNC)
owned captives, have earned quality certifications, more than any other country.
  IT Products
   Consumer Care and Lighting
  24




---



##### Table of Contents



Business Overview
    Our overall business strategy
 Aggressively build awareness of the Wipro brand name
  Pursue selective acquisition of companies
  25




---



##### Table of Contents



Sustain growth in operating income and cash flow of our traditional businesses
  Continue development of our deep industry knowledge
  Segment overview
 IT Services
   Our strategy
  
    
    A trusted partner of choice to clients;
    
    Employer of choice in the sphere of our operations;
    
    Preferred partner of choice to our alliances; and
    
    Recognized as an organization that delivers sustainable and consistent profitable growth
to our investors
  1.
    
    Differentiated approach to growth & investments:The differentiated approach is
focused on taking advantage of growth hot spots across industry segments and
geographies. We have renewed our focus on emerging (momentum) markets by creating
dedicated teams covering France and Germany in Europe, ASEAN and Australia, New
Zealand, India, the Middle East and Africa markets where we continue to lead market
growth. On the industry front, we endeavor to invest heavily in growth leading segments
such as Banking, Financial Services and Insurance (BFSI), Energy & Utilities,
Healthcare and Retail and Consumer Product Goods (Retail and CPG). Acquisitions will
continue to play a key part in strengthening our domain and technology capabilities,
driving increased market penetration and broadening the depth and breadth of our
service portfolio.2.
    
    Client Centricity:We have redesigned our organizational structure, proposition
and capabilities, with the client being our central focus, to address the needs of
Global 2000 enterprises. Our goal is to deepen penetration of these accounts through a
consulting-led domain approach to business. Further, we are pursuing the client
engagement manager model, which enables swift, impeccable execution with single point
accountability with support from the rest of the organization. We derived annualized
revenues in excess of US$50 million from 22 customers as of March 31, 2011, as compared
to 16 customers as of March 31, 2010.3.
    
    Co-creating our value proposition along with clients:We believe that the
fundamental business practice in this new millennium will be multiple entities working
together as one value chain to create superior flexibility, productivity and financial
performance. Keeping in line with macro and micro changes, we have developed a
 26




---



##### Table of Contents



research-backed approach involving all stakeholders  employees, clients
and partners to arrive at a model to meet the needs of the increasingly global 21st
century enterprises. The model comprises of core/non-core client business analysis and
rationalization, lean optimization and technology innovation and co-creation of solutions
with our strategic alliance partners.4.
    
    Comprehensive and integrated capability across the services value chain backed
by IP assets:Our ability to provide a comprehensive process to service suite
uniquely positions us to be a master system integrator and transformation partner to
clients. The focus is to develop IP assets that solve clients business problems
efficiently. In addition, enablers or processes and programs designed to aid people
development, leadership development and skill enhancements are ongoing efforts.5.
    
    Innovation:For us, innovation is not just a term. It is at the core of what we
do, part of our business driven organizational culture. We innovate to meet changing
client needs, technology advancements and generate newer streams of revenue for the
organization. Our innovation not only has the ability to drive significantly higher
productivities and efficiencies in client enterprises, but also possesses the potential
to fundamentally alter underlying business models for clients.6.
    
    Our People:We believe that our employees are the backbone of our organization;
hence a large part of the management focus is towards building and developing
employees. Our aim is to build the best in class global leadership and provide
employees unlimited opportunities for career enhancement and growth. It is our aim to
be a truly global company that not only services customers but also employs people
worldwide.
 Service offering
  Business
Application Services:
 
    
    Enterprise Applications:Our business process transformation solutions across
the value chain are applied in the areas of: enterprise resource planning or ERP,
Supply Chain Management and Customer Relationship Management across leading packages
including SAP and Oracle. We help global organizations implement and run industry
specific best practice processes maximizing and extending business value with reduced
total cost of ownership (TCO) and enhanced productivity.
    
    Business Collaboration and Customer Experience:We offer Business-to-customer
(B2C), Business-to-business (B2B), Business-to-employee (B2E) collaboration and
commerce solutions driving business growth and workforce effectiveness for
organizations. Our customer experience solutions enable organizations to create a
consistent multi-channel brand experience and drive customer engagement and loyalty.
    
    Enterprise Integration:We offer a comprehensive portfolio of service-oriented
integration solutions, including application-to-application integration and B2B
integration, enabling seamless cross-functional business processes within the
enterprise and across the extended value chain.
    
    Enterprise Security Solutions:We offer end-to-end integrated Enterprise
Security Solutions and are among the top global firms offering comprehensive IT
security services. Our solutions enhance performance of information security and
compliance programs to adapt with agility to constantly evolving and new business and
IT risks.
    
    Testing Services:Our services enable our clients to develop a comprehensive
testing strategy with innovative solutions, approach and commercial models to ensure
total quality assurance. We were recognized by IDC
 27




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##### Table of Contents



Research Inc., an independent research firm, as the largest testing services provider in
a July 2010 report titled IDC Marketscape: Global Testing Services, 2010 Vendor
Analysis.
    
    Emerging Technologies:We enable organizations to navigate and adopt new
paradigms such as Cloud/SaaS, Sustainability, Digital Marketing and Social Computing,
delivering faster business results on investments to gain a competitive edge.
 Technology Infrastructure Services:
 Business Process Outsourcing (BPO):
  
    
    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;
    
    knowledge process outsourcing services which involve high-end knowledge work on
intellectual property, equity and finance, analytics, market research and data management;
and
    
    process transformational offerings, such as automated chats and e-mails, speech
analytics and IVR based voice solution.
   Product Engineering Services:
 28




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Analytics:
 Consulting:
 Global Delivery Model
         29




---



##### Table of Contents



Our Clients
  Number of clients inYear ended
    
    Year ended
    
    Year endedMarch 31,
    
    March 31,
    
    March 31,Per client revenue(US$)
    
    2009
    
    2010
    
    20111-3 million
    
    
    207
    
    
    
    180
    
    
    
    1743-5 million
    
    
    67
    
    
    
    60
    
    
    
    75>5 million
    
    
    153
    
    
    
    166
    
    
    
    180Total > 1 million
    
    
    427
    
    
    
    406
    
    
    
    429
  Sales and Marketing
  
    
    Verticalization  our sales team is part of the strategic business units
(SBUs) and will help provide sales optimization and seamless execution of services.
    
    CEM model  our Client Engagement Manager (CEM) gained significance as the
owner of a customer relationship, and is geared to building stronger client
understanding, business alignment and consultative selling in large accounts.
    
    Proactive solutioning  our sales teams anticipate client needs and
proactively make recommendations to the client on ways to improve their business.
    
    Cross-functional focus on must have accounts (MHAs)  we have re-engineered
our sales approach to improve prospective client responsiveness to solicitations,
particularly for MHAs. Each sales team will have a domain/solution/architecture
specialist to ensure that our outreach is targeted and we can offer solutions which are
attractive and tailored to the needs of a particular client.
  Competition
   30




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##### Table of Contents




    
    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, and▪
    
    Offer innovative and best in class IT Products and Solutions catering to client
needs
 
    
    Product Differentiation
 ▪
    
    Product Engineering to deliver value differentiation on Wipro products▪
    
    Focus on building brand Ego and evolve as lifestyle brands within our
manufactured products business▪
    
    Strengthen server portfolio though a combination of in-house and traded products
 
    
    Geo expansion  enhanced focus for addressing new markets including markets in
Middle-East and Africa
 
    
    Customer Engagement
 ▪
    
    Vertical Focus  Strengthen presence in key verticals such as Government, Telecom
and Banking▪
    
    Mid-Market Drive  Tier II/III city penetration. Establish 10 city leadership
positions through increased coverage and marketing activities▪
    
    Deliver customized solutions
 
    
    Alliances  realign existing and form new alliances, leverage alliance partnerships
for joint go to market with Wipro. Partner with emerging technology providers to
improve market address and develop new streams of revenue
 
    
    Operational Excellence  Sustain Green Leadership in Wipro manufactured products.
Continue to drive delivery and operational excellence through industry standard
processes and global best practices for better customer satisfaction (CSAT) and cost
optimization.
 Products
  Wipro Manufactured Products.
 Enterprise Platforms.
 Networking Solutions.
 31




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##### Table of Contents



Software Products.
 Data Storage.
 Contact Center Infrastructure.
 Enterprise Security
 Emerging Technologies
 Our Clients
  Sales and Marketing
   
    
    by customer segment  Uber, Enterprise and mid market;
    
    by geography  regions in which our client is located; and
    
    by verticals  our account management team is spread across target industry segments
including government, defense, telecommunications, energy and utilities, engineering
and construction and BFSI sectors.
  Competition
   ▪
    
    Margin pressure due to competitive pricing; and▪
    
    Winning mindshare and market share in the crowded market place require
differentiated strategies  pricing, branding, delivery and differentiated products.
  Consumer Care and Lighting
  32




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##### Table of Contents



Products
 Personal care products.
 Soaps and toiletries
 Lighting
 Office Modular Furniture
 Sales and Marketing
    Competition
  Raw Materials and Manufacturing
  33




---



##### Table of Contents



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
   Investment in Affiliates
  34




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##### Table of Contents



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:
 Systems Integration:
 Development Accelerators:
 Broad range of research and development services
  35




---



##### Table of Contents



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
  Robust systems and processes to support growth in business
  36




---



##### Table of Contents



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
    
    
    2010
    
    
    2011India
    
    Rs.
    54,945
    
    
    Rs.
    62,179
    
    
    Rs.
    67,904United States
    
    
    115,022
    
    
    
    119,870
    
    
    
    129,217Europe
    
    
    57,109
    
    
    
    56,780
    
    
    
    68,159Rest of the world
    
    
    28,262
    
    
    
    32,745
    
    
    
    45,707Rs.
    255,338
    
    
    Rs.
    271,574
    
    
    Rs.
    310,987
 Intellectual Property
      37




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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.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.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 Arabia
 38




---



##### Table of Contents



Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Poland Sp Zoo
    
    
    
    PolandWipro Outsourcing Services UK
Limited
    
    
    
    U.K.Wipro Technologies (South
Africa) Proprietary Limited
    
    
    
    South AfricaWipro Information Technology
Netherlands BV
(formerly RetailBox BV)
    
    
    
    NetherlandWipro 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
    
    
    
    
    
    SingaporeWipro Technologies SDN BHD
(Formerly Planet 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 Infrastructure Engineering Machinery
(Changzhou) Co., Ltd.
    
    
    
    
    
    China
 
 *
    
    All the above direct subsidiaries are 100% held by the Company except that the
Company holds 66.67% of the equity securities of Wipro Arabia Limited, 90% of the equity securities
of Wipro Chandrika Limited and 74% of the equity securities of Wipro Airport IT Services Limited.  (A)
    
    Step Subsidiary details of Wipro Unza Holdings Limited, Wipro
Holding Austria GmbH and Wipro Portugal S.A, are as follows:
 Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Unza Singapore 
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.
    
    
    
    China
 39




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##### Table of Contents



Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationPT 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
    40




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##### 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
 (in
million, except share data and where otherwise stated)
 Managements Discussion and Analysis of Financial Condition and Results of Operations
    41




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##### Table of Contents



Overview
    Results of Operation
  Wipro Limited and subsidiariesYears ended March 31,
    
    Year on Year change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10(in millions except earnings per share data)Revenue(1)
    
    Rs. 255,338
    
    
    Rs. 271,574
    
    
    Rs. 310,987
    
    
    
    6.36
    %
    
    
    14.51
    %Cost of revenue
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    (212,808
    )
    
    
    3.38
    %
    
    
    14.23
    %Gross profit
    
    
    75,123
    
    
    
    85,275
    
    
    
    98,179
    
    
    
    13.51
    %
    
    
    15.13
    %Selling and marketing expenses
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    (22,172
    )
    
    
    7.48
    %
    
    
    19.15
    %General and administrative expenses
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    (18,339
    )
    
    
    2.16
    %
    
    
    23.72
    %Operating income
    
    
    43,300
    
    
    
    51,844
    
    
    
    57,668
    
    
    
    19.73
    %
    
    
    11.23
    %Profit attributable to equity holders
    
    
    38,761
    
    
    
    45,931
    
    
    
    52,977
    
    
    
    18.50
    %(2)
    
    
    15.34
    %(2)As a Percentage of Revenue:Selling and marketing expenses
    
    
    6.78
    %
    
    
    6.85
    %
    
    
    7.13
    %
    
    (7) bps
    
    (28) bpsGeneral and administrative
expenses
    
    
    5.68
    %
    
    
    5.46
    %
    
    
    5.90
    %
    
    22 bps
    
    (44) bpsGross margins
    
    
    29.42
    %
    
    
    31.40
    %
    
    
    31.57
    %
    
    198 bps
    
    17 bpsOperating Margin
    
    
    16.96
    %
    
    
    19.09
    %
    
    
    18.54
    %
    
    213 bps
    
    (55) bpsEarnings per shareBasic
    
    
    15.99
    
    
    
    18.91
    
    
    
    21.74
    
    
    
    
    
    
    
    Diluted
    
    
    15.90
    
    
    
    18.75
    
    
    
    21.61
    
    
    
    
    
    
    
    
 
 (1)
    
    In our segment reporting only, management has included the impact of exchange
rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue,
as reported in our statements of income, in Rs. 256,891, Rs. 271,957 and Rs. 310,542 for
the years ended March 31, 2009, 2010 and 2011, respectively.(2)
    
    Our adjusted non-GAAP profit for the year ended March 31, 2009, 2010, 2011 is Rs.
38,922, Rs. 45,862 and Rs. 52,601 an increase of 17.83% and 14.69% over the year ended
March 31, 2009 and 2010, respectively. See discussion below.  42




---



##### Table of Contents



Year ended March 31,2009
    
    
    2010
    
    
    2011(In Percentage)Revenue:IT Services and ProductsIT Services
    
    
    75
    
    
    
    75
    
    
    
    75IT Products
    
    
    13
    
    
    
    14
    
    
    
    12Total
    
    
    88
    
    
    
    89
    
    
    
    87Consumer Care and Lighting
    
    
    8
    
    
    
    8
    
    
    
    9Others, including reconciling items
    
    
    4
    
    
    
    3
    
    
    
    4100
    
    
    
    100
    
    
    
    100Operating Income:IT Services and ProductsIT Services
    
    
    93
    
    
    
    92
    
    
    
    92IT Products
    
    
    3
    
    
    
    3
    
    
    
    3Total
    
    
    96
    
    
    
    95
    
    
    
    95Consumer Care and Lighting
    
    
    6
    
    
    
    6
    
    
    
    6Others, including reconciling items
    
    
    (2
    )
    
    
    (1
    )
    
    
    (1
    )100
    
    
    
    100
    
    
    
    100
    Year ended March 31,2009
    
    
    2010
    
    
    2011Profit attributable to
equity holders for the
year as per IFRS
    
    Rs.    38,761
    
    
    Rs.    45,931
    
    
    Rs.  52,977Adjustments:Accelerated
amortization of
stock options that
vest in a graded
manner
    
    
    161
    
    
    
    (69
    )
    
    
    (376
    )Adjusted non-GAAP profit
    
    Rs.   38,922
    
    
    Rs.    45,862
        
    Rs.  52,601
    43




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##### Table of Contents



Results of operations for the years ended March 31, 2011 and 2010
 
    
    Our total revenues increased by 14.51%. This was driven
primarily by a 16%, 21% and 44%
increase in revenue from our IT Services, Consumer Care and Lighting and Others segment,
including reconciling items, business segments, respectively. This increased revenue was
partially offset by a decline in revenue from our IT Products business segment.
    
    Our gross profit as percentage of our total revenue increased marginally by 17 basis
points (bps). This was primarily on account of an increase in gross profit as a percentage
of revenue from our IT Products segment by 41 bps, an increase in gross profit as a
percentage of revenue from our Others segment, including reconciling items by 379 bps. This
increase was partially offset by a decline in gross profit as a percentage of revenue from
our IT Services and Consumer Care and Lighting segment.
    
    Our selling and marketing expenses as a percentage of revenue increased from 6.85% for
the year ended March 31, 2010 to 7.13% for the year ended March 31, 2011. In absolute terms
selling and marketing expenses increased by 19.15%, primarily due to an increase in the IT
Services and Consumer Care and Lighting segment.
    
    Our general and administrative expenses as a percentage of revenue increased from 5.46%
for the year ended March 31, 2010 to 5.90% for the year ended March 31, 2011. In absolute
terms general and administrative expenses increased by 23.72%, primarily due to increased
expenses in the IT Services segment and IT Products segment. This increase was partially
offset by a decline in the Consumer Care and Lighting segment.
    
    As a result of the foregoing factors, our operating income increased by 11.23%, from Rs.
51,844 for the year ended March 31, 2010 to Rs. 57,668 for the year ended March 31, 2011.
    
    Our finance expenses increased from Rs. 1,324 for the year ended March 31, 2010 to Rs.
1,933 for the year ended March 31, 2011. This increase is primarily due to increase of Rs.
1,065 in exchange loss on foreign currency borrowings and related derivative instruments.
This is partially offset by a lower interest expense by Rs. 456 during the year ended March
31, 2011, due to lower loans and borrowings.
    
    Our finance and other income, increased from Rs. 4,360 for the year ended March 31, 2010
to Rs. 6,652 for the year ended March 31, 2011. Our interest and dividend income increased
by Rs 2,408 during the year ended March 31, 2011 as compared to the year ended March 31,
2010. This was partially offset by decrease of Rs. 116 in the gain from sale of investments
during the same period.
    
    Our income taxes increased by Rs. 420, from Rs. 9,294 for the year ended March 31, 2010
to Rs. 9,714 for the year ended March 31, 2011. Adjusted for tax write-backs our effective
tax rate declined from 17.8% for the year ended March 31, 2010 to 16.5% for the year ended
March 31, 2011. This decline is primarily due to higher profit based deductions during the
year ended March 31, 2011.
    
    Our equity in earnings of affiliates for the years ended March 31, 2010 and 2011 was Rs.
530 and Rs. 648, 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. 7,046, or 15.34%, from Rs. 45,931 for the year ended March 31, 2010 to Rs.
52,977 for the year ended March 31, 2011.
 Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our total revenues increased by 6.36%. 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 a percentage of our total revenue increased by 198 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.
 44




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
    
    Our selling and marketing expenses as a percentage of revenue increased marginally from
6.78% for the year ended March 31, 2009 to 6.85% 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 19.73%, from Rs.
43,300 for the year ended March 31, 2009 to Rs. 51,844 for the year ended March 31, 2010.
    
    Our finance expenses declined from Rs. 3,824 for the year ended March 31, 2009 to Rs.
1,324 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 14.4% for the year ended March 31, 2009 to 17.8% for the
year ended March 31, 2010. The increase is primarily attributable to an increase in the
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
   Year on YearYear ended March 31,
    
    change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10Revenue
    
    Rs. 191,613
        
    Rs.  202,490
    
    
    Rs. 234,850
    
    
    
    5.68
    %
    
    
    15.98
    %Gross profit
    
    
    63,140
    
    
    
    70,346
    
    
    
    81,404
    
    
    
    11.41
    %
    
    
    15.72
    %Selling and marketing expenses
    
    
    (10,581
    )
    
    
    (10,213
    )
    
    
    (12,642
    )
    
    
    (3.48
    )%
    
    
    23.78
    %General and administrative expenses
    
    
    (12,271
    )
    
    
    (12,446
    )
    
    
    (15,355
    )
    
    
    1.43
    %
    
    
    23.37
    %Operating income
    
    
    40,288
    
    
    
    47,687
    
    
    
    53,407
    
    
    
    18.37
    %
    
    
    11.99
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    5.52
    %
    
    
    5.04
    %
    
    
    5.38
    %
    
    48 bps
    
    (34) bpsGeneral and administrative expenses
    
    
    6.40
    %
    
    
    6.15
    %
    
    
    6.54
    %
    
    25 bps
    
    (39) bps
 45




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##### Table of Contents



Year on YearYear ended March 31,
    
    change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10Gross margin
    
    
    32.95
    %
    
    
    34.74
    %
    
    
    34.66
    %
    
    179 bps
    
    (8) bpsOperating margin
    
    
    21.03
    %
    
    
    23.55
    %
    
    
    22.74
    %
    
    252 bps
    
    (81) bps
  Results of operations for the years ended March 31, 2011 and 2010
 
    
    Our revenue from IT Services increased by 15.98%. In US terms our revenue increased by
18.93% from US$4,390 million to US$5,221 million. This increase is primarily on account of
increase in volume by 16.8% and increase in onsite-offshore mix by 2.2%. This was partially
offset by a decline in onsite price realization by 2.7% during the same period. Our average
US/INR realization decreased from Rs. 46.12 for the year ended March 31, 2010 to Rs. 44.98
for the year ended March 31, 2011.The increase of 18.93% was primarily due to a 24% increase in revenue from energy and
utilities services, a 23% increase in revenue from financial services, a 22% increase in
revenue from retail and transportation services, a 21% increase in revenue from telecom
services, a 17% increase in revenue from manufacturing services and a 15% increase in
revenue from healthcare services. In our IT Services segment, we added 155 new clients
during the year ended March 31, 2011.
    
    Our gross profit as a percentage of our revenue from our IT Services segment declined
marginally by 8 bps. The decline in gross margin as percentage of revenue is primarily on
account of an increase in personnel compensation cost and lower utilization rates during
the year ended March 31, 2011 as compared to year ended March 31, 2010.
    
    The increase in personnel cost by 1.6% is due to increased compensation as part of our
annual compensation review and also due to increase compensation arising out of
organization wide band change and annual progression cycle. Our average utilization of
billable employees declined from 71.5% for the year ended March 31, 2010 to 69.9% for the
year ended March 31, 2011.
    
    Further our onsite price realization has reduced by 2.7% during the year ended March 31,
2011 as compared to year ended March 31, 2010. This is partially offset by a 0.7% increase
in our offshore price realization during the year ended March 31, 2011 as compared to year
ended March 31, 2010.
    
    Selling and marketing expenses as a percentage of revenue from our IT Services segment
increased from 5.04% for the year ended March 31, 2010 to 5.38% for the year ended March
31, 2011. This increase is primarily attributable to an increase in personnel cost due to
increased compensation as part of our annual compensation review and annual progression
cycle.
    
    General and administrative expenses as a percentage of revenue from our IT Services
segment increased from 6.15% for the year ended March 31, 2010 to 6.54% for the year ended
March 31, 2011. This increase is primarily attributable to an increase in personnel cost
due to increased compensation as part of our annual compensation review.
    
    As a result of the above, operating income of our IT Services segment increased by
11.99%.
 Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our revenue from IT Services increased by 5.68%. In U.S. terms our revenue increased by
1.55% from US$4,323 million to US$4,390 million. Our average US/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 services, a 13% increase in revenue from energy and utilities services, an 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 a 19% decline in revenue from technology services and a 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
 46




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##### Table of Contents



US/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 5.52% for the year ended March 31, 2009 to 5.04% 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
18.37%.
 IT Products
  Year on YearYear ended March 31,
    
    change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10Revenue
    
    Rs.  34,277
    
    
    Rs. 38,205
    
    
    Rs. 36,910
    
    
    
    11.46
    %
    
    
    (3.39
    )%Gross profit
    
    
    3,391
    
    
    
    4,054
    
    
    
    4,067
    
    
    
    19.55
    %
    
    
    0.32
    %Selling and marketing expenses
    
    
    (1,361
    )
    
    
    (1,275
    )
    
    
    (1,284
    )
    
    
    (6.32
    )%
    
    
    0.71
    %General and administrative
expenses
    
    
    (667
    )
    
    
    (1,015
    )
    
    
    (1,174
    )
    
    
    52.17
    %
    
    
    15.67
    %Operating income
    
    
    1,363
    
    
    
    1,764
    
    
    
    1,609
    
    
    
    29.42
    %
    
    
    (8.79
    )%As a Percentage of Revenue:Selling and marketing expenses
    
    
    3.97
    %
    
    
    3.34
    %
    
    
    3.48
    %
    
    63 bps
    
    (14) bpsGeneral and administrative
expenses
    
    
    1.95
    %
    
    
    2.66
    %
    
    
    3.18
    %
    
    (71) bps
    
    (52) bpsGross margin
    
    
    9.89
    %
    
    
    10.61
    %
    
    
    11.02
    %
    
    72 bps
    
    41 bpsOperating margin
    
    
    3.98
    %
    
    
    4.62
    %
    
    
    4.36
    %
    
    64 bps
    
    (26) bps
  Results of operations for the years ended March 31, 2011 and 2010
 
    
    Our revenue from the IT Products segment decreased by 3.39% primarily due to initial
hardware requirement in certain large transformational projects during the year ended
March 31, 2010, which were in sustenance phase during the year ended March 31, 2011.
    
    Our gross profit as a percentage of our revenue of our IT Products segment increased
by 41 bps. This increase is primarily due to an increase in the proportion of revenues
from high yield products.
    
    Selling and marketing expenses as a percentage of revenue from our IT Products
segment increased marginally from 3.34% for the year ended March 31, 2010 to 3.48% for
the year ended March 31, 2011. In absolute terms selling and marketing expenses
increased by Rs. 9.
 47




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##### Table of Contents




    
    General and administrative expenses as a percentage of revenue from our IT Products
segment increased from 2.66% for the year ended March 31, 2010 to 3.18% for the year
ended March 31, 2011. In absolute terms general and administrative expenses increased
by Rs. 159. This increase is primarily attributable to an increase in personnel cost
due to increased compensation as part of our annual compensation review.
    
    As a result of the above, operating income of our IT Products segment decreased by
8.79%.
 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 Year change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10Revenue
    
    Rs. 19,249
    
    
    Rs. 22,584
    
    
    Rs. 27,258
    
    
    
    17.33
    %
    
    
    20.70
    %Gross profit
    
    
    8,467
    
    
    
    10,779
    
    
    
    12,116
    
    
    
    27.31
    %
    
    
    12.40
    %Selling and marketing expenses
    
    
    (4,750
    )
    
    
    (6,470
    )
    
    
    (7,514
    )
    
    
    36.21
    %
    
    
    16.14
    %General and administrative expenses
    
    
    (1,125
    )
    
    
    (1,207
    )
    
    
    (1,152
    )
    
    
    7.29
    %
    
    
    (4.56
    )%Operating income
    
    
    2,592
    
    
    
    3,102
    
    
    
    3,450
    
    
    
    19.68
    %
    
    
    11.22
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    24.68
    %
    
    
    28.65
    %
    
    
    27.57
    %
    
    (397) bps
    
    108 bpsGeneral and administrative
expenses
    
    
    5.84
    %
    
    
    5.34
    %
    
    
    4.23
    %
    
    50 bps
    
    111 bpsGross margin
    
    
    43.99
    %
    
    
    47.73
    %
    
    
    44.45
    %
    
    374 bps
    
    (328) bpsOperating margin
    
    
    13.47
    %
    
    
    13.74
    %
    
    
    12.66
    %
    
    27 bps
    
    (108) bps
   48




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##### Table of Contents



Results of operations for the years ended March 31, 2011 and 2010
 
    
    Our Consumer Care and Lighting revenue increased by 20.70%. This increase is
attributable to an increase of approximately 20.87% in revenue from consumer products
excluding Yardley sold in Indian markets and an increase of approximately 9.63% in
revenue from personal care products sold in southeast Asian markets. Further,
integration of our acquisition of Yardley has contributed an additional 5% 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, domestic lighting and institutional business.
    
    Our gross profit as a percentage of our revenues from the Consumer Care and Lighting
segment decreased by 328 bps. The increase in major input costs has contributed an
approximately 3% reduction in gross margin. This was partially offset by Rs. 588
increase in gross profit due to integration of our acquisition of Yardley.
    
    Selling and marketing expense as a percentage of revenue from our Consumer Care and
Lighting segment declined from 28.65% for the year ended March 31, 2010 to 27.57% for
the year ended March 31, 2011. In absolute terms selling and marketing expenses
increased by Rs. 1,044. 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 5.34% for the year ended March 31, 2010 to 4.23% for
the year ended March 31, 2011. In absolute terms general and administrative expenses
decreased by Rs. 55. This is primarily due to higher provision for doubtful debt during
the year ended March 31, 2010 as compared to year ended March 31, 2011.
    
    As a result of the above, operating income from our Consumer Care and Lighting
increased by 11.22%.
 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 southeast 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 28.65% 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 19.68%.
 Others, including reconciling items
 Results of operations for the years ended March 31, 2011 and 2010
 
    
    Revenue from our Others segment, including reconciling items, increased by 44.29%,
from Rs. 8,295 for the year ended March 31, 2010 to Rs. 11,969 for the year ended March
31, 2011. The increase in revenue is attributable to increased demand for
infrastructure engineering products in India and Europe.
 49




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##### Table of Contents




    
    Operating income/(loss) from our Others segment, including reconciling items,
increased from Rs. (709) for the year ended March 31, 2010 to Rs. (798) for the year
ended March 31, 2011. The increase in loss is primarily due to increase in legal and
professional expenses by Rs. 368, lower gains arising from exchange rate fluctuation by
Rs. 319, payment of retrenchment compensation of Rs. 138. This is primarily offset by
lower losses to the extent of Rs. 693 in our hydraulic cylinders and tipping gear
systems business in Europe during the year ended March 31, 2011 as compared to year
ended March 31, 2010.
 Results of operations for the years ended March 31, 2010 and 2009
 
    
    Revenue from our Others segment, including reconciling items,
decreased by 18.67%,
from Rs. 10,199 for the year ended March 31, 2009 to Rs. 8,295 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. (943) for the year ended March 31, 2009 to Rs. (709) 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 and higher amortization charge for intangibles acquired
through business combination.
 Acquisitions
 SAIC
   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.
 50




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##### Table of Contents



Finance expense
 
    
    Our finance expense is comprised of interest expense on borrowings, impairment
losses recognized on financial assets, gains / losses on translation or settlement of
foreign currency borrowings and changes in fair value and gains / losses on settlement
of related derivative instruments, except foreign exchange gains/losses on short-term
borrowings which are considered as a natural economic hedge for the foreign currency
monetary assets which are classified as foreign exchange gains/losses, net within
results from operating activities. Borrowing costs are recognized in the statement of
income using the effective interest method.
 Finance and other income
 
    
    Our finance and other income comprises interest income on deposits, dividend income
and gains on disposal of available-for-sale financial assets. Interest income is
recognized using the effective interest method. Dividend income is recognized when the
right to receive payment is established.
 Equity in Earnings/Losses of Affiliates
 Wipro GE Medical Systems Private Limited. (Wipro GE).
 Income Taxes
   Software Technology and Hardware Technology Parks.
 Special Economic Zone.
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Liquidity and Capital Resources
  Year ended March 31,
    
    Year on Year Change2009
    
    2010
    
    2011
    
    2010-09
    
    2011-10Net cash provided by/(used in)
continuing operations:Operating activities
    
    Rs. 36,099
    
    
    Rs. 50,998
    
    
    Rs.  40,437
        
    Rs.  14,899
    
    
    Rs. (10,561
    )Investing activities
    
    
    (24,183
    )
    
    
    (33,815
    )
    
    
    (17,239
    )
    
    
    (9,632
    )
    
    
    16,576Financing activities
    
    
    (3,259
    )
    
    
    (601
    )
    
    
    (26,378
    )
    
    
    2,658
    
    
    
    (25,777
    )Net change in cash and cash equivalents
    
    
    8,657
    
    
    
    16,582
    
    
    
    (3,180
    )
    
    
    7,925
    
    
    
    (19,762
    )Effect of exchange rate changes on
cash and cash equivalent
    
    
    663
    
    
    
    (1,258
    )
    
    
    523
    
    
    
    (1,921
    )
    
    
    1,781
   52




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53




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual obligations
  Total
    
    Payments due incontractual
    
    
    
    
    

    
    
    2016-17Particulars
    
    payment
    
    2011-12
    
    2012-14
    
    2014-16
    
    onwardsShort-term borrowings
    
    Rs. 31,694
    
    
    Rs. 31,694
    
    
    Rs. -
    
    
    Rs. -
    
    
    Rs. -Long-term debt
    
    
    20,473
    
    
    
    1,146
    
    
    
    19,277
    
    
    
    35
    
    
    
    15Obligations under capital leases
    
    
    635
    
    
    
    203
    
    
    
    292
    
    
    
    80
    
    
    
    60Estimated interest payment(1)
    
    
    804
    
    
    
    379
    
    
    
    416
    
    
    
    6
    
    
    
    3Capital commitments
    
    
    2,071
    
    
    
    2,071
    
    
    
    
    
    
    
    
    
    
    
    Non-cancelable operating lease obligation
    
    
    10,265
    
    
    
    1,828
    
    
    
    3,207
    
    
    
    1,936
    
    
    
    3,294Purchase obligations
    
    
    3,645
    
    
    
    3,645
    
    
    
    
    
    
    
    
    
    
    
    Other non-current liabilities(2)
    
    
    73
    
    
    
    
    
    
    
    73
    
    
    
    
    
    
    
    
  
 (1)
    
    Interest payments for long-term fixed rate debts have been calculated based
on applicable rates and payment dates.Interest payments on floating rate
debt have been calculated based on the payment dates and implied forward interest rates
as of March 31, 2011 for each relevant debt instrument.(2)
    
    Other non-current liabilities and non-current tax liabilities in the
statement of financial position include Rs. 2,633 in respect of employee benefit
obligation and Rs. 5,021 towards uncertain tax position, respectively. For these
amounts the extent of the amount and timing of repayment/settlement is not reliably
estimatable or determinable at present and accordingly have not been disclosed in the
table above. Research and Development
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Trend Information
 IT Services. st
     
    
    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 establish deeper client relationships
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.
  Dividends.
 55




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New Accounting standards 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 (Amendment to IAS 39)
 New accounting standards not yet adopted
     Critical accounting policies
   56




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Revenue:
 We derive revenue primarily from:-
    
    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.
When services are performed through an indefinite number of repetitive acts over a
specified period of time, revenue is recognized on a straight-line basis over the
specified period unless some other method better represents the stage of completion.
 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;-
    
    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:
  57




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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, 2011.
 Share based payment transaction:
    Derivative financial instruments
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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 the statement of income. If the hedging instrument no longer meets the
criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge
accounting is discontinued prospectively. The cumulative gain or loss previously recognized
in 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 the 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 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, 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 impairmentb)
    
    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.
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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.b.
    
    Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity
using long-term growth rates: 2.5%-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 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 by 10% to 17%.d.
    
    Value-in-use is calculated using after tax assumptions. The use of after tax
assumptions does not result in a value-in-use that is materially different from the
value-in-use that would result if the calculation was performed using before tax
assumptions. The after tax discount rate used ranges from 10% to 17%. The before tax
discount rate is determined based on the value-in-use derived from the use of after tax
assumptions, and ranges from 12.3% to 19.5%
  60




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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
    
    
    54
    
    
    CFO and DirectorT. K. Kurien
    
    
    52
    
    
    CEO, IT Business and DirectorShyam Saran
    
    
    64
    
    
    DirectorAnurag Behar
    
    
    42
    
    
    Chief Sustainability OfficerVineet Agrawal
    
    
    49
    
    
    President, Wipro Consumer Care and LightingPratik Kumar
    
    
    45
    
    
    Executive Vice President  Human Resource and
President  Wipro Infrastructure EngineeringMartha Bejar
    
    
    48
    
    
    Chairperson and CEO, Infocrossing, Inc.Sambuddha Deb
    
    
    52
    
    
    Chief Global Delivery Officer, Wipro Technologies
  Azim H. Premji
 Dr. Ashok Ganguly
 B.C. Prabhakar
 Dr. Jagdish N. Sheth
 61




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##### Table of Contents



Narayanan Vaghul
 Priya Mohan Sinha
 William Arthur Owens
 Suresh C. Senapaty
 T. K. Kurien
 Shyam Saran
 Dr. Henning Kagermann
 62




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##### Table of Contents



Anurag Behar
 Vineet Agrawal
 Pratik Kumar
 Martha Bejar
 Sambuddha Deb
 Compensation
 Director Compensation
   Executive Compensation
   63




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Annual Compensation (US$)Long-termcompensation(Deferred
    
    SeveranceSalary and
    
    Commission/
    
    
    
    
    
    
    
    
    
    Benefit
    
    payName
    
    allowances
    
    Incentives (1)
    
    Housing (2)
    
    Others
    
    (3)&(4))
    
    (5)Azim H. Premji
    
    US$
    96,771
    
    
    US$
    19,533
    
    
    US$
    90,930
    
    
    US$
    20,987
    
    
    US$
    22,897
    
    
    US$
    Suresh C. Senapaty
    
    
    191,691
    
    
    
    142,793
    
    
    
    33,678
    
    
    
    39,107
    
    
    
    39,047
    
    
    
    Pratik Kumar
    
    
    190,955
    
    
    
    139,129
    
    
    
    
    
    
    
    15,822
    
    
    
    28,032
    
    
    
    Vineet Agrawal
    
    
    217,779
    
    
    
    150,579
    
    
    
    
    
    
    
    1,995
    
    
    
    41,577
    
    
    
    Suresh Vaswani*
    
    
    252,430
    
    
    
    173,529
    
    
    
    6,789
    
    
    
    9,438
    
    
    
    47,301
    
    
    
    1,549,620Martha Bejar
    
    
    572,004
    
    
    
    699,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Girish S. Paranjpe*
    
    
    230,708
    
    
    
    163,145
    
    
    
    11,682
    
    
    
    17,506
    
    
    
    46,455
    
    
    
    1,553,415Sambuddha Deb
    
    
    160,441
    
    
    
    108,226
    
    
    
    
    
    
    
    9,928
    
    
    
    30,818
    
    
    
    T. K. Kurien
    
    
    273,738
    
    
    
    99,451
    
    
    
    
    
    
    
    14,653
    
    
    
    36,090
    
    
    
    Anurag Behar
    
    
    62,802
    
    
    
    50,894
    
    
    
    
    
    
    
    9,569
    
    
    
    9,991
    
    
    
    
 
 *
    
    Information provided up to the date of their employment with the Company.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 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 2011.3.
    
    Deferred benefits are payable to employees by way of our contribution to the Provident Fund
and Pension Fund. The Provident 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.5.
    
    Pursuant to the recommendations of the Board Governance and Nomination Committee and
authorization by the Board of Directors on January 21, 2011, a severance package was paid to
Mr. Girish Paranjpe and Mr. Suresh Vaswani upon their resignation as Joint CEOs (IT Business)
and Directors with effect from close of business hours on January 31, 2011. An abstract of
modification of the terms of appointment of Joint CEOs (IT Business) and Directors and
Memorandum of Interest pursuant to Section 302 of the Companies Act, 1956 has already been
sent to the shareholders. In compliance with the provisions of Section 269 and 309 read with
Schedule XIII of the Companies Act, 1956, the modification in terms of appointment and
remuneration as specified above, will be placed before the shareholders at the ensuing Annual
General Meeting in July 2011 for their approval.  Board Composition
  64




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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 2011
    
    Retirement by rotationN. Vaghul
    
    Annual General Meeting 2012
    
    Retirement by rotationP. M. Sinha
    
    Annual General Meeting 2012
    
    Retirement by rotationWilliam Arthur Owens
    
    Annual General Meeting 2011
    
    Retirement by rotationShyam Saran
    
    Annual General Meeting 2013
    
    Retirement by rotationDr. Henning Kagermann
    
    Annual General Meeting 2013
    
    Retirement by rotationSuresh C. Senapaty
    
    Annual General Meeting 2011
    
    Retirement by rotationT. K. Kurien
    
    January 31, 2016
    
    5 years
 Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
     a.
    
    12 (twelve) months last drawn Salary. Salary includes basic pay, benefits and
allowances and variable pay.b.
    
    The unvested options/RSUs shall vest proportionately to the completed months in service
from the last vesting/grant date of each grant, whichever is later, to the date of
termination. This is applicable only to a grant where one year has lapsed since the date of
grant, at the time of termination. This may be exercised by Mr. Kurien within 7 (seven)
days from termination of this Agreement.
   65




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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
    
    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 Mr. 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, Mr. P.M. Sinha and Mr. 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, and
 66




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##### Table of Contents




    
    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 Compensation
CommitteeMr. N. Vaghul and Mr. P.M. Sinha
    
    Members of the Compensation
Committee
 www.wipro.com
 
    
    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; and
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee
Stock Purchase Plans drawn up from time to time.
  Employees
    Recruiting
  67




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Training
  Performance Evaluations
  Compensation
  Share Ownership
  Percentage
    
    Equityof Total
    
    SharesEquity Shares
    
    Equity
    
    Underlyingbeneficially
    
    Shares
    
    Options
    
    ExerciseName
    
    owned
    
    Outstanding
    
    Granted
    
    Price(US$)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,945,953,763
    
    
    
    79.28
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    91,083
    
    
    
    *
    
    
    
    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 2016
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Percentage
    
    Equityof Total
    
    SharesEquity Shares
    
    Equity
    
    Underlyingbeneficially
    
    Shares
    
    Options
    
    ExerciseName
    
    owned
    
    Outstanding
    
    Granted
    
    Price(US$)
    
    Date of expirationVineet Agrawal
    
    
    196,032
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201240,000
    
    
    
    0.05
    
    
    May 201440,000
    
    
    
    0.05
    
    
    July 2016Sambuddha Deb
    
    
    63,333
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201218,000
    
    
    
    0.05
    
    
    May 201418,000
    
    
    
    0.05
    
    
    July 2016T K Kurien
    
    
    66,345
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201430,000
    
    
    
    0.05
    
    
    July 2016Martha Bejar
    
    
    
    
    
    
    *
    
    
    
    66,667
    
    
    
    0.05
    
    
    October 201516,600
    
    
    
    0.05
    
    
    July 2016Anurag Behar
    
    
    23,432
    
    
    
    *
    
    
    
    3,333
    
    
    
    0.05
    
    
    July 201213,334
    
    
    
    0.05
    
    
    May 2014Dr. Henning Kagermann
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Arthur Owens
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shyam Saran
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 *
    
    Represents less than 1% of the total equity shares outstanding as of March 31, 2011.(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, 187,666 shares held by Napean Trading Investment Co.
Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Regal Investments
Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Vidya
Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 213,000,000 shares
held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the
trustee company, of which Mr. Premji is a director and sole shareholder of the trustee
company, and 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
   69




---



##### Table of Contents



Authorized
    
    Range ofShares(1)&
    
    exercise
    
    
    
    TerminationName of Plan
    
    (2)
    
    prices
    
    Effective date
    
    date
    
    Other remarks1999 Employee Stock
Option Plan
    
    
    50,000,000
    
    
    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)
    
    
    250,000,000
    
    
    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.Stock Option Plan
(2000 ADS Plan)
    
    
    15,000,000
    
    
    US$

    37
    
    
    September, 2000
    
    September, 2010
    
    There are no stock
options outstanding
under this plan.Wipro Restricted
Stock Unit Plan
(WRSUP 2004 plan)
    
    
    20,000,000
    
    
    Rs.
    2
    
    
    June 11, 2004
    
    June 10, 2014
    
    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 ADS
Restricted Stock
Unit Plan (WARSUP
2004 plan)
    
    
    20,000,000
    
    
    US$

    0.04
    
    
    June 11, 2004
    
    June 10, 2014Wipro employee
Restricted Stock
Unit Plan 2005
(WSRUP 2005 plan)
    
    
    20,000,000
    
    
    Rs.
    2
    
    
    July 21, 2005
    
    July 20, 2015Wipro employee
Restricted Stock
Unit Plan 2007 (WSRUP
2007 plan)
    
    
    16,666,667
    
    
    Rs.
    2
    
    
    July 18, 2007
    
    July 17, 2017
 
 (1)
    
    Subject to adjustment for corporate action from time to time.(2)
    
    Adjusted for the two equity shares for every three equity shares
stock dividend approved by the shareholders on June 4, 2010 Wipro Equity Reward Trust
    
 Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
  70




---



##### Table of Contents



Number of Shares beneficiallyName of Beneficial Owner
    
    Class of Security
    
    held as of March 31, 2011
    
    % of ClassAzim H. Premji (1)
    
    Equity
    
    
    1,945,953,763
    
    
    
    79.28Hasham Traders
    
    Equity
    
    
    543,765,000
    
    
    
    22.15Prazim Traders
    
    Equity
    
    
    541,695,000
    
    
    
    22.07Zash Traders
    
    Equity
    
    
    540,408,000
    
    
    
    22.02
 
 (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, 187,666 shares held by Napean Trading Investment Co.
Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Regal Investments
Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Vidya
Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 213,000,000 shares
held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the
trustee company, of which Mr. Premji is a director and sole shareholder of the trustee
company, and 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.
 Related parties.
 Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationWipro GE Healthcare Private Limited
    
    Associate
    
    
    49
    %
    
    IndiaAzim Premji Foundation
    
    Entity controlled by DirectorAzim Premji Trust
    
    Entity controlled by DirectorHasham Premji (partnership firm)
    
    Entity controlled by DirectorPrazim Traders (partnership firm)
    
    Entity controlled by DirectorZash Traders (partnership firm)
    
    Entity controlled by DirectorRegal 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 Director
 71




---



##### Table of Contents



Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationKey management personnel- Azim Premji
    
    Chairman and Managing Director- Suresh C Senapaty
    
    Chief Financial Officer and Director- Suresh Vaswani
    
    Jt CEO, IT Business and Director(1)- Girish S Paranjape
    
    Jt CEO, IT Business and Director(1)- T K Kurien
    
    CEO, IT Business and Director(2)- Dr. Ashok Ganguly
    
    Non-Executive Director- Narayan Vaghul
    
    Non-Executive Director- Dr. Jagdish N Sheth
    
    Non-Executive Director- P.M Sinha
    
    Non-Executive Director- B.C. Prabhakar
    
    Non-Executive Director- Bill Owens
    
    Non-Executive Director- Dr. Henning Kagermann
    
    Non-Executive Director- Shyam Saran
    
    Non-Executive DirectorRelative of Key management
personnel- Rishad Premji
    
    Relative of the Key management personnel
 
 (1)
    
    Up to January 31, 2011(2)
    
    W.e.f February 01, 2011  (Rs. in millions)Entitiescontrolled by
    
    Key ManagementTransaction/ Balances
    
    Associate
    
    Directors
    
    Personnel2010
    
    2011
    
    2010
    
    2011
    
    2010
    
    2011Sale of goods and services
    
    
    7
    
    
    
    18
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Dividend
    
    
    
    
    
    
    
    
    
    
    4,418
    
    
    
    10,362
    
    
    
    234
    
    
    
    536
    ##Royalty income
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Key management personnel#Remuneration and short-term benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    260Other benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    30Remuneration to relative of key
management personnel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    5Balances as on March 31,Receivables
    
    
    1
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payables
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    44
    
    
    
    8
 
 #
    
    Post employment benefit comprising gratuity, and compensated absences are
not disclosed as these are determined for the Company as a whole.##
    
    Including relative of key management personnel  (Rs. in millions)Purchase ofSale of services
    
    services
    
    Purchase of goodsName of the entity
    
    2010
    
    2011
    
    2010
    
    2011
    
    2010
    
    2011Wipro Inc
    
    
    3,519
    
    
    
    4,144
    
    
    
    254
    
    
    
    383
    
    
    
    
    
    
    
    Infocrossing Inc
    
    
    6
    
    
    
    491
    
    
    
    237
    
    
    
    839
    
    
    
    
    
    
    
    Wipro Japan KK
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    373
    
    
    
    
    
    
    
    Wipro Shanghai Limited
    
    
    108
    
    
    
    65
    
    
    
    112
    
    
    
    204
    
    
    
    
    
    
    
    Unza Holdings Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    61Wipro Portugal S. A.
    
    
    536
    
    
    
    498
    
    
    
    1,369
    
    
    
    783
    
    
    
    
    
    
    
    New Logic Technologies GmbH
    
    
    97
    
    
    
    286
    
    
    
    77
    
    
    
    40
    
    
    
    
    
    
    
    Wipro Technologies S.A DE C.V
    
    
    68
    
    
    
    71
    
    
    
    37
    
    
    
    107
    
    
    
    
    
    
    
    
 72




---



##### Table of Contents



(Rs. in millions)Purchase ofSale of services
    
    services
    
    Purchase of goodsName of the entity
    
    2010
    
    2011
    
    2010
    
    2011
    
    2010
    
    2011Wipro Information Technology, Netherlands
BV
    
    
    136
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technologies Limited, Russia
    
    
    23
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technologies OY
    
    
    65
    
    
    
    51
    
    
    
    297
    
    
    
    635
    
    
    
    
    
    
    
    Wipro Gallagher Solutions Inc
    
    
    60
    
    
    
    116
    
    
    
    15
    
    
    
    20
    
    
    
    
    
    
    
    Wipro Holdings UK Limited
    
    
    222
    
    
    
    226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Poland Sp Zoo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193
    
    
    
    
    
    
    
    Wipro Technologies SRL-BPO
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    937
    
    
    
    
    
    
    
    Wipro Infrastructure Engineering Machinery
(Changzhou) Company Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    Wipro Retail UK Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    710
    
    
    
    
    
    
    
    SAS Wipro France
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    Wipro do Brasil Technologia Ltda
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    Wipro (Australia)Pty Ltd
    
    
    11
    
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Airport IT Services-Products division
    
    
    
    
    
    
    194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  
 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 March 31, 2010 and 2011;
    
    Consolidated Statements of Income for the years ended March 31, 2009, 2010 and 2011;
    
    Consolidated Statements of Comprehensive Income for the years ended March 31, 2009,
2010 and 2011;
    
    Consolidated Statements of Changes in Equity for the years ended March 31, 2009,
2010 and 2011;
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2010 and
2011; and
    
    Notes to the Consolidated Financial Statements.
  Export revenue
  Legal Proceedings
  73




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##### Table of Contents



Dividends
     Significant Changes
  
 Item 9. The Offer and Listing
 Price History
 BSE NSE NYSE
   BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low(Rs.)
    
    (Rs.)
    
    (US$)
    
    (US$)
    
    (Rs.)
    
    (Rs.)
    
    (US$)
    
    (US$)
    
    (US$)
    
    (US$)Fiscal Year ended March 31,2011
    
    
    499.90
    
    
    
    305.20
    
    
    
    11.22
    
    
    
    6.85
    
    
    
    500.00
    
    
    
    253.30
    
    
    
    11.23
    
    
    
    5.69
    
    
    
    16.81
    
    
    
    7.952010
    
    
    753.00
    
    
    
    240.00
    
    
    
    16.91
    
    
    
    5.39
    
    
    
    755.85
    
    
    
    240.15
    
    
    
    16.97
    
    
    
    5.39
    
    
    
    24.29
    
    
    
    6.902009
    
    
    537.90
    
    
    
    181.70
    
    
    
    12.08
    
    
    
    4.08
    
    
    
    535.00
    
    
    
    180.40
    
    
    
    12.01
    
    
    
    4.05
    
    
    
    14.53
    
    
    
    5.042008
    
    
    600.00
    
    
    
    325.00
    
    
    
    13.47
    
    
    
    7.30
    
    
    
    635.00
    
    
    
    324.00
    
    
    
    14.26
    
    
    
    7.27
    
    
    
    17.24
    
    
    
    9.852007
    
    
    690.00
    
    
    
    383.00
    
    
    
    15.49
    
    
    
    8.60
    
    
    
    691.00
    
    
    
    381.25
    
    
    
    15.51
    
    
    
    8.56
    
    
    
    18.44
    
    
    
    10.18Quarter ended
 74




---



##### Table of Contents



BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    Low(Rs.)
    
    (Rs.)
    
    (US$)
    
    (US$)
    
    (Rs.)
    
    (Rs.)
    
    (US$)
    
    (US$)
    
    (US$)
    
    (US$)March 31, 2011
    
    
    494.95
    
    
    
    407.35
    
    
    
    11.11
    
    
    
    9.15
    
    
    
    496.80
    
    
    
    407.50
    
    
    
    11.15
    
    
    
    9.15
    
    
    
    15.78
    
    
    
    12.50December 31, 2010
    
    
    499.90
    
    
    
    398.00
    
    
    
    11.22
    
    
    
    8.94
    
    
    
    500.00
    
    
    
    397.50
    
    
    
    11.23
    
    
    
    8.92
    
    
    
    16.81
    
    
    
    13.44September 30, 2010
    
    
    452.00
    
    
    
    327.85
    
    
    
    10.15
    
    
    
    7.36
    
    
    
    454.40
    
    
    
    372.10
    
    
    
    10.20
    
    
    
    8.35
    
    
    
    14.89
    
    
    
    11.75June 30, 2010
    
    
    419.22
    
    
    
    228.69
    
    
    
    9.41
    
    
    
    5.13
    
    
    
    405.54
    
    
    
    380.00
    
    
    
    9.11
    
    
    
    8.53
    
    
    
    13.80
    
    
    
    7.15March 31, 2010
    
    
    753.00
    
    
    
    535.00
    
    
    
    16.91
    
    
    
    12.01
    
    
    
    755.85
    
    
    
    630.15
    
    
    
    16.97
    
    
    
    14.15
    
    
    
    24.29
    
    
    
    19.10December 31, 2009
    
    
    699.00
    
    
    
    548.50
    
    
    
    15.69
    
    
    
    12.31
    
    
    
    699.90
    
    
    
    548.00
    
    
    
    15.71
    
    
    
    12.30
    
    
    
    23.00
    
    
    
    17.00September 30, 2009
    
    
    605.00
    
    
    
    362.30
    
    
    
    13.58
    
    
    
    8.13
    
    
    
    605.90
    
    
    
    365.50
    
    
    
    13.60
    
    
    
    8.21
    
    
    
    17.99
    
    
    
    10.62June 30, 2009
    
    
    454.00
    
    
    
    240.00
    
    
    
    10.19
    
    
    
    5.39
    
    
    
    459.95
    
    
    
    240.15
    
    
    
    10.33
    
    
    
    5.39
    
    
    
    13.00
    
    
    
    6.90Six Months endedMay 31, 2011
    
    
    453.90
    
    
    
    428.00
    
    
    
    10.19
    
    
    
    9.61
    
    
    
    453.50
    
    
    
    428.00
    
    
    
    10.18
    
    
    
    9.61
    
    
    
    14.38
    
    
    
    13.21April 30, 2011
    
    
    490.15
    
    
    
    440.00
    
    
    
    11.00
    
    
    
    9.88
    
    
    
    490.00
    
    
    
    439.50
    
    
    
    11.00
    
    
    
    9.87
    
    
    
    15.39
    
    
    
    13.63March 31, 2011
    
    
    482.20
    
    
    
    431.00
    
    
    
    10.83
    
    
    
    9.68
    
    
    
    484.70
    
    
    
    431.65
    
    
    
    10.88
    
    
    
    9.69
    
    
    
    14.75
    
    
    
    12.84February 28, 2011
    
    
    459.80
    
    
    
    407.35
    
    
    
    10.32
    
    
    
    9.15
    
    
    
    460.00
    
    
    
    407.50
    
    
    
    10.33
    
    
    
    9.15
    
    
    
    13.90
    
    
    
    12.50January 31, 2011
    
    
    494.95
    
    
    
    425.00
    
    
    
    11.11
    
    
    
    9.54
    
    
    
    496.80
    
    
    
    424.60
    
    
    
    11.15
    
    
    
    9.53
    
    
    
    15.78
    
    
    
    12.83December 31, 2010
    
    
    496.30
    
    
    
    413.00
    
    
    
    11.14
    
    
    
    9.27
    
    
    
    496.25
    
    
    
    412.15
    
    
    
    11.14
    
    
    
    9.25
    
    
    
    15.69
    
    
    
    13.77
 
 The US$ figure under BSE and NSE columns denote the share price in rupees converted to
US$ at the rate of exchange of 1 US$ = Rs. 44.54(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
 Exchanges
     75




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##### Table of Contents



Index based market wide circuit breaker
  Listing
  The National Stock Exchange of India Limited
   Bombay Stock Exchange Limited
  Derivatives
  Depositories
  76




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##### Table of Contents



Securities Transaction Tax
  Selling Shareholders
  Dilution
  Expenses of the Issue
  
 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
 77




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##### Table of Contents



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.
    
    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.
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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
  79




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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
  80




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Limitations on the Rights to Own Securities
  Voting Rights of Deposited Equity Shares Represented by ADSs
     Register of Shareholders; Record Dates; Transfer of Shares
    81




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Company Acquisition of Equity Shares
  Disclosure of Ownership Interest
  Provisions on Changes in Capital
  Takeover Code and Listing Agreements
    Material Contracts
  82




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Currency Exchange Controls
    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;
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
    
    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;
    
    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
   84




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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% of their net worth
in overseas Joint Ventures and/or Wholly Owned Subsidiaries (JV/WOS) in any bonafide
business activity under automatic route.
 Taxation
   Residence
 
    
    a period or periods amounting to 182 days or more; or
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
    
    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.
   86




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st
      Securities Transaction Tax:
 Withholding Tax on Capital Gains
 Buy-back of Securities
 Stamp Duty and Transfer Tax
 87
    Table of Contents    Wealth Tax
 Gift Tax and Estate Duty
 Service Tax
  Material United States Federal Income Tax Consequences
    88




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Ownership of ADSs
 Dividends
      Sale or Exchange of Equity Shares or ADSs
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##### Table of Contents



Backup Withholding Tax and Information Reporting.
 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.
 If we are treated as a passive foreign investment company, we do not plan to provide
information necessary for the qualified electing fund election.
  .
 Documents on Display
  
    
    100 F Street, NE
Washington D.C, 20549
  www.sec.gov
  90




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
  General
   Risk Management Procedures
  Components of Market Risk
 Foreign currency risk
      Interest rate risk
  91




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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
   92




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Item 12.D.4. Fees Paid by Depository to the Company
 a. Direct Payments
  Category of Expenses
    
    Amount reimbursed for the year ended March 31, 2011Legal and accounting fees
incurred in connection with
preparation of Form 20F and
ongoing SEC compliance and
listing requirements
    
    US$1,032,624.94Investor relations
    
    NilAdvertising and public relations
    
    NilBroker reimbursements (1)
    
    (Details provided under Indirect Payments)
 
 1)
    
    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 the year ended March 31, 2011Third party expenses paid directly
    
    US$45,671.41 (Broker reimbursements,
postage, printing and DTC report fees)Service Fees waived
    
    Up to US$215,000 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.
  93




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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.
    94




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
        
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Change in internal controls over financial reporting.
  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
   96




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Year ended March 31,2010
    
    
    2011Audit fees
    
    Rs.
    82
    
    
    Rs.
    89Tax fees
    
    
    36
    
    
    
    44All other fees
    
    
    11
    
    
    
    10Total
    
    Rs.
    129
    
    
    Rs.
    143
 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.d.
    
    Criteria for determining directors to be independent also differ between the
two countries Listing requirements.
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Part III
 
 Item 17. Financial Statements
  98




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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. PrabhakarJune 16, 2011
    
    Chairman
    
    Member
    
    Member
 99




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REPORT OF MANAGEMENT
      Azim H. PremjiChairman and Chief Executive OfficerS.C. SenapatyChief Financial Officer and Director
   100




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 101




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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 at March 31,Notes
    
    2010
    
    2011
    
    2011ConvenienceTranslationinto US$ inmillions(Unaudited)Refer note 2(iv)ASSETSGoodwill
    
    5
    
    
    53,802
    
    
    
    54,818
    
    
    
    1,231Intangible assets
    
    5
    
    
    4,011
    
    
    
    3,551
    
    
    
    80Property, plant and equipment
    
    4
    
    
    53,458
    
    
    
    55,094
    
    
    
    1,237Investment in equity accounted investees
    
    16
    
    
    2,345
    
    
    
    2,993
    
    
    
    67Derivative assets
    
    15
    
    
    1,201
    
    
    
    2,984
    
    
    
    67Deferred tax assets
    
    18
    
    
    1,686
    
    
    
    1,467
    
    
    
    33Non-current tax assets
    
    
    
    
    3,464
    
    
    
    9,239
    
    
    
    207Other non-current assets
    
    11
    
    
    8,784
    
    
    
    8,983
    
    
    
    202Total non-current assets
    
    
    
    
    128,751
    
    
    
    139,129
    
    
    
    3,124Inventories
    
    9
    
    
    7,926
    
    
    
    9,707
    
    
    
    218Trade receivables
    
    8
    
    
    50,928
    
    
    
    61,627
    
    
    
    1,384Other current assets
    
    11
    
    
    21,106
    
    
    
    19,744
    
    
    
    443Unbilled revenues
    
    
    
    
    16,708
    
    
    
    24,149
    
    
    
    542Available for sale investments
    
    7
    
    
    30,420
    
    
    
    49,282
    
    
    
    1,106Current tax assets
    
    
    
    
    6,596
    
    
    
    4,955
    
    
    
    111Derivative assets
    
    15
    
    
    2,615
    
    
    
    1,709
    
    
    
    38Cash and cash equivalents
    
    10
    
    
    64,878
    
    
    
    61,141
    
    
    
    1,373Total current assets
    
    
    
    
    201,177
    
    
    
    232,314
    
    
    
    5,216TOTAL ASSETS
    
    
    
    
    329,928
    
    
    
    371,443
    
    
    
    8,340EQUITYShare capital
    
    
    
    
    2,936
    
    
    
    4,908
    
    
    
    110Share premium
    
    
    
    
    29,188
    
    
    
    30,124
    
    
    
    676Retained earnings
    
    
    
    
    165,789
    
    
    
    203,250
    
    
    
    4,563Share based payment reserve
    
    
    
    
    3,140
    
    
    
    1,360
    
    
    
    31Other components of equity
    
    
    
    
    (4,399
    )
    
    
    580
    
    
    
    13Shares held by controlled trust
    
    
    
    
    (542
    )
    
    
    (542
    )
    
    
    (12
    )Equity attributable to the equity holders of the Company
    
    
    
    
    196,112
    
    
    
    239,680
    
    
    
    5,381Non-controlling interest
    
    
    
    
    437
    
    
    
    691
    
    
    
    16Total equity
    
    
    
    
    196,549
    
    
    
    240,371
    
    
    
    5,397LIABILITIESLoans and borrowings
    
    12
    
    
    18,107
    
    
    
    19,759
    
    
    
    444Derivative liabilities
    
    15
    
    
    2,882
    
    
    
    2,586
    
    
    
    58Deferred tax liabilities
    
    18
    
    
    380
    
    
    
    301
    
    
    
    7Non-current tax liabilities
    
    
    
    
    3,065
    
    
    
    5,021
    
    
    
    113Other non-current liabilities
    
    14
    
    
    3,233
    
    
    
    2,706
    
    
    
    61Provisions
    
    14
    
    
    100
    
    
    
    81
    
    
    
    2Total non-current liabilities
    
    
    
    
    27,767
    
    
    
    30,454
    
    
    
    684Loans and borrowings and bank overdraft
    
    12
    
    
    44,404
    
    
    
    33,043
    
    
    
    742Trade payables and accrued expenses
    
    13
    
    
    38,748
    
    
    
    44,052
    
    
    
    989Unearned revenues
    
    
    
    
    7,462
    
    
    
    6,595
    
    
    
    148Current tax liabilities
    
    
    
    
    4,850
    
    
    
    7,340
    
    
    
    165Derivative liabilities
    
    15
    
    
    1,375
    
    
    
    1,358
    
    
    
    30Other current liabilities
    
    14
    
    
    6,499
    
    
    
    5,906
    
    
    
    133Provisions
    
    14
    
    
    2,274
    
    
    
    2,324
    
    
    
    52Total current liabilities
    
    
    
    
    105,612
    
    
    
    100,618
    
    
    
    2,259TOTAL LIABILITIES
    
    
    
    
    133,379
    
    
    
    131,072
    
    
    
    2,943TOTAL EQUITY AND LIABILITIES
    
    
    
    
    329,928
    
    
    
    371,443
    
    
    
    8,340
  102




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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
    
    2011
    
    2011ConvenienceTranslationinto US$ inmillions(Unaudited)Refer note 2(iv)Revenues
    
    
    21
    
    
    
    256,891
    
    
    
    271,957
    
    
    
    310,542
    
    
    
    6,972Cost of revenues
    
    
    22
    
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    (212,808
    )
    
    
    (4,778
    )Gross profit
    
    
    
    
    
    
    76,676
    
    
    
    85,658
    
    
    
    97,734
    
    
    
    2,194Selling and marketing expenses
    
    
    22
    
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    (22,172
    )
    
    
    (498
    )General and administrative expenses
    
    
    22
    
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    (18,339
    )
    
    
    (412
    )Foreign exchange gains / (losses), net
    
    
    
    
    
    
    (1,553
    )
    
    
    (383
    )
    
    
    445
    
    
    
    10Results from operating activities
    
    
    
    
    
    
    43,300
    
    
    
    51,844
    
    
    
    57,668
    
    
    
    1,295Finance expense
    
    
    23
    
    
    
    (3,824
    )
    
    
    (1,324
    )
    
    
    (1,933
    )
    
    
    (43
    )Finance and other income
    
    
    24
    
    
    
    5,057
    
    
    
    4,360
    
    
    
    6,652
    
    
    
    149Share of profits of equity accounted
investees
    
    
    16
    
    
    
    362
    
    
    
    530
    
    
    
    648
    
    
    
    15Profit before tax
    
    
    
    
    
    
    44,895
    
    
    
    55,410
    
    
    
    63,035
    
    
    
    1,415Income tax expense
    
    
    18
    
    
    
    (6,035
    )
    
    
    (9,294
    )
    
    
    (9,714
    )
    
    
    (218
    )Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    53,321
    
    
    
    1,197Attributable to:Equity holders of the Company
    
    
    
    
    
    
    38,761
    
    
    
    45,931
    
    
    
    52,977
    
    
    
    1,189Non-controlling interest
    
    
    
    
    
    
    99
    
    
    
    185
    
    
    
    344
    
    
    
    8Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    53,321
    
    
    
    1,197Earnings per equity share:
    
    
    25Basic
    
    
    
    
    
    
    15.99
    
    
    
    18.91
    
    
    
    21.74
    
    
    
    0.49Diluted
    
    
    
    
    
    
    15.90
    
    
    
    18.75
    
    
    
    21.61
    
    
    
    0.49Weighted-average number of equity shares
used in computing earnings per equity
share:Basic
    
    
    
    
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,436,440,633
    
    
    
    2,436,440,633Diluted
    
    
    
    
    
    
    2,437,464,403
    
    
    
    2,449,658,532
    
    
    
    2,451,154,154
    
    
    
    2,451,154,154
  103




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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
    
    2011
    
    2011ConvenienceTranslationinto US$ inmillions(Unaudited)Refer note 2(iv)Profit for the year
    
    
    
    
    
    
    38,860
    
    
    
    46,116
    
    
    
    53,321
    
    
    
    1,197Other comprehensive income, net of taxes:Foreign currency translation differences:Translation difference relating to foreign
operations
    
    
    17
    
    
    
    8,992
    
    
    
    (5,522
    )
    
    
    1,222
    
    
    
    27Net change in fair value of hedges of net
investment in foreign operations
    
    
    17
    
    
    
    (7,427
    )
    
    
    4,202
    
    
    
    20
    
    
    
    Net change in fair value of cash flow hedges
    
    
    15, 18
    
    
    
    (13,436
    )
    
    
    9,841
    
    
    
    3,684
    
    
    
    83Net change in fair value of available for
sale investments
    
    
    7, 18
    
    
    
    (320
    )
    
    
    (50
    )
    
    
    29
    
    
    
    1Total other comprehensive income, net of taxes
    
    
    
    
    
    
    (12,191
    )
    
    
    8,471
    
    
    
    4,955
    
    
    
    111Total comprehensive income for the year
    
    
    
    
    
    
    26,669
    
    
    
    54,587
    
    
    
    58,276
    
    
    
    1,308Attributable to:Equity holders of the Company
    
    
    
    
    
    
    26,548
    
    
    
    54,447
    
    
    
    57,956
    
    
    
    1,301Non-controlling interest
    
    
    
    
    
    
    121
    
    
    
    140
    
    
    
    320
    
    
    
    726,669
    
    
    
    54,587
    
    
    
    58,276
    
    
    
    1,308
  104




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Rupees in millions, except share and per share data, unless otherwise stated)
 EquityattributableOther components of equity
    
    
    
    
    
    to theShare
    
    Foreign
    
    Cash
    
    
    
    
    
    Shares
    
    equitybased
    
    currency
    
    flow
    
    
    
    
    
    held by
    
    holders of
    
    Non-Share
    
    Share
    
    Retained
    
    payment
    
    translation
    
    hedging
    
    Other
    
    controlled
    
    the
    
    controlling
    
    TotalNo. of shares
    
    capital
    
    premium
    
    earnings
    
    reserve
    
    reserve
    
    reserve
    
    reserve
    
    Trust
    
    Company
    
    interest
    
    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
    
    
    
    196,549
 105




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Rupees in millions, except share and per share data, unless otherwise stated)
 EquityattributableOther components of equity
    
    
    
    
    
    to theShare
    
    Foreign
    
    Cash
    
    
    
    
    
    Shares
    
    equitybased
    
    currency
    
    flow
    
    
    
    
    
    held by
    
    holders of
    
    Non-Share
    
    Share
    
    Retained
    
    payment
    
    translation
    
    hedging
    
    Other
    
    controlled
    
    the
    
    controlling
    
    TotalNo. of shares
    
    capital
    
    premium
    
    earnings
    
    reserve
    
    reserve
    
    reserve
    
    reserve
    
    Trust
    
    Company
    
    interest
    
    equityAs at April 1, 2010
    
    
    1,468,211,189
    
    
    
    2,936
    
    
    
    29,188
    
    
    
    165,789
    
    
    
    3,140
    
    
    
    258
    
    
    
    (4,692
    )
    
    
    35
    
    
    
    (542
    )
    
    
    196,112
    
    
    
    437
    
    
    
    196,549Cash dividend paid (including dividend
tax thereon)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,516
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,516
    )
    
    
    (66
    )
    
    
    (15,582
    )Issue of shares in form of stock dividend
    
    
    979,765,124
    
    
    
    1,960
    
    
    
    (1,960
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issue of equity shares on exercise of
options
    
    
    6,432,832
    
    
    
    12
    
    
    
    2,896
    
    
    
    
    
    
    
    (2,872
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    36Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,977
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,977
    
    
    
    344
    
    
    
    53,321Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,266
    
    
    
    3,684
    
    
    
    29
    
    
    
    
    
    
    
    4,979
    
    
    
    (24
    )
    
    
    4,955Compensation cost related to employee
share based payment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,092
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,092
    
    
    
    
    
    
    
    1,092As at March 31, 2011
    
    
    2,454,409,145
    
    
    
    4,908
    
    
    
    30,124
    
    
    
    203,250
    
    
    
    1,360
    
    
    
    1,524
    
    
    
    (1,008
    )
    
    
    64
    
    
    
    (542
    )
    
    
    239,680
    
    
    
    691
    
    
    
    240,371Convenience translation into US $ in
millions (Unaudited) Refer note 2(iv)
    
    
    
    
    
    
    110
    
    
    
    676
    
    
    
    4,563
    
    
    
    31
    
    
    
    34
    
    
    
    (23
    )
    
    
    1
    
    
    
    (12
    )
    
    
    5,381
    
    
    
    16
    
    
    
    5,397
  106




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Rupees in millions, except share and per share data, unless otherwise stated)
 Year ended March 31,2009
    
    2010
    
    2011
    
    2011ConvenienceTranslationinto US$ inmillions(Unaudited)Refer note2(iv)Cash flows from operating activities:Profit for the year
    
    
    38,860
    
    
    
    46,116
    
    
    
    53,321
    
    
    
    1,197Adjustments to reconcile profit for the year to net cash generated
from operating activities:Gain on sale of property, plant and equipment
    
    
    (28
    )
    
    
    (43
    )
    
    
    (131
    )
    
    
    (3
    )Depreciation and amortization
    
    
    6,948
    
    
    
    7,831
    
    
    
    8,211
    
    
    
    184Exchange (gain) / loss
    
    
    3,728
    
    
    
    (1,462
    )
    
    
    1,036
    
    
    
    23Impact of cash flow/net investment hedging activities
    
    
    (12,196
    )
    
    
    6,017
    
    
    
    4,389
    
    
    
    99Gain on sale of investments
    
    
    (681
    )
    
    
    (308
    )
    
    
    (192
    )
    
    
    (4
    )Share based compensation
    
    
    1,868
    
    
    
    1,302
    
    
    
    1,092
    
    
    
    25Income tax expense
    
    
    6,035
    
    
    
    9,294
    
    
    
    9,714
    
    
    
    218Share of profits of equity accounted investees
    
    
    (362
    )
    
    
    (530
    )
    
    
    (648
    )
    
    
    (15
    )Dividend and interest (income)/expenses, net
    
    
    (1,331
    )
    
    
    (2,820
    )
    
    
    (5,684
    )
    
    
    (128
    )Changes in operating assets and liabilities:Trade receivables
    
    
    (8,024
    )
    
    
    (2,150
    )
    
    
    (10,699
    )
    
    
    (240
    )Unbilled revenues
    
    
    (5,594
    )
    
    
    (2,600
    )
    
    
    (7,441
    )
    
    
    (167
    )Inventories
    
    
    (922
    )
    
    
    (218
    )
    
    
    (1,781
    )
    
    
    (40
    )Other assets
    
    
    (1,663
    )
    
    
    (2,203
    )
    
    
    (5,451
    )
    
    
    (122
    )Trade payables and accrued expenses
    
    
    12,260
    
    
    
    (66
    )
    
    
    5,840
    
    
    
    131Unearned revenues
    
    
    2,465
    
    
    
    (1,272
    )
    
    
    (867
    )
    
    
    (19
    )Other liabilities and provisions
    
    
    1,986
    
    
    
    2,024
    
    
    
    (979
    )
    
    
    (22
    )Cash generated from operating activities before taxes
    
    
    43,349
    
    
    
    58,912
    
    
    
    49,730
    
    
    
    1,117Income taxes paid, net
    
    
    (7,250
    )
    
    
    (7,914
    )
    
    
    (9,293
    )
    
    
    (209
    )Net cash generated from operating activities
    
    
    36,099
    
    
    
    50,998
    
    
    
    40,437
    
    
    
    908Cash flows from investing activities:Expenditure on property, plant and equipment and intangible assets
    
    
    (16,746
    )
    
    
    (12,631
    )
    
    
    (12,211
    )
    
    
    (274
    )Proceeds from sale of property, plant and equipment
    
    
    358
    
    
    
    397
    
    
    
    521
    
    
    
    12Purchase of available for sale investments
    
    
    (342,717
    )
    
    
    (340,891
    )
    
    
    (474,476
    )
    
    
    (10,653
    )Proceeds from sale of available for sale investments
    
    
    341,687
    
    
    
    325,770
    
    
    
    456,894
    
    
    
    10,258Investment in inter-corporate deposits
    
    
    (3,750
    )
    
    
    (10,750
    )
    
    
    (14,290
    )
    
    
    (321
    )Refund of inter-corporate deposits
    
    
    
    
    
    
    4,950
    
    
    
    20,100
    
    
    
    451Payment for business acquisitions, net of cash acquired
    
    
    (6,679
    )
    
    
    (4,399
    )
    
    
    (140
    )
    
    
    (3
    )Interest received
    
    
    1,398
    
    
    
    2,297
    
    
    
    3,960
    
    
    
    89Dividend received
    
    
    2,266
    
    
    
    1,442
    
    
    
    2,403
    
    
    
    54Net cash used in investing activities
    
    
    (24,183
    )
    
    
    (33,815
    )
    
    
    (17,239
    )
    
    
    (387
    )Cash flows from financing activities:Proceeds from issuance of equity shares
    
    
    100
    
    
    
    6
    
    
    
    25
    
    
    
    1Proceeds from issuance of equity shares by a subsidiary
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    Repayment of loans and borrowings
    
    
    (80,251
    )
    
    
    (55,661
    )
    
    
    (82,718
    )
    
    
    (1,857
    )Proceeds from loans and borrowings
    
    
    86,121
    
    
    
    63,011
    
    
    
    72,596
    
    
    
    1,630Interest paid on loans and borrowings
    
    
    (2,400
    )
    
    
    (1,194
    )
    
    
    (696
    )
    
    
    (16
    )Payment of cash dividend (including dividend tax thereon)
    
    
    (6,829
    )
    
    
    (6,823
    )
    
    
    (15,585
    )
    
    
    (350
    )Net cash used in financing activities
    
    
    (3,259
    )
    
    
    (601
    )
    
    
    (26,378
    )
    
    
    (592
    )Net increase / (decrease) in cash and cash equivalents during the year
    
    
    8,657
    
    
    
    16,582
    
    
    
    (3,180
    )
    
    
    (71
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    663
    
    
    
    (1,258
    )
    
    
    523
    
    
    
    12Cash and cash equivalents at the beginning of the year
    
    
    38,912
    
    
    
    48,232
    
    
    
    63,556
    
    
    
    1,427Cash and cash equivalents at the end of the year (Note 10)
    
    
    48,232
    
    
    
    63,556
    
    
    
    60,899
    
    
    
    1,367
  107




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WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Rupees in millions, except share and per share data, unless otherwise stated)
 1. The Company overview
   2. Basis of preparation of financial statements
 (i) Statement of compliance
  (ii) Basis of preparation
  IAS 1(revised), Presentation of Financial Statements
  (iii) Basis of measurement
    (iv)
    
    Convenience translation (unaudited)
  (v) Use of estimates and judgment
  108




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a)
    
    Revenue recognition: The Company uses the percentage of completion method using the
input (cost expended) method to measure progress towards completion in respect of 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, 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
 109




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##### Table of Contents



Equity accounted investees
  (ii) Functional and presentation currency
  (iii) Foreign currency transactions and translation
 a) Transactions and balances
  b) Foreign operations
  c) Others
  (iv) Financial Instruments
 a) Non-derivative financial instruments
 110




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##### Table of Contents



-
    
    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
    A. Cash flow hedges
  111




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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)
  c) Retained earnings
  d) Share based payment reserve
  e) Cash flow hedging reserve
  f) Foreign currency translation reserve
  112




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##### Table of Contents



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
  a) Goodwill
  b) Intangible assets
  113




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##### Table of Contents



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
 a) Financial assets
  A. Loans and receivables
  B. Available for sale financial asset
  114




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##### Table of Contents



b) Non financial assets
    (xi) Employee Benefit
 a) Post-employment and pension plans
   A. Provident fund
  B. Superannuation
  C. Gratuity
  115




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##### Table of Contents



b) Termination benefits
  c) Short-term benefits
  d) Compensated absences
  (xii) Share based payment transaction
   (xiii) Provisions
     (xiv) Revenue
  a) Services
 116




---



##### Table of Contents



A. Time and materials contracts
  B. Fixed-price contracts
   C. Maintenance contract
  b) Products
  c) Multiple element arrangements
  d) Others
    117




---



##### Table of Contents



(xv) Finance expense
  (xvi) Finance and other income
  (xvii) Income tax
  a) Current income tax
  b) Deferred income tax
      (xviii) Earnings per share
  118




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##### Table of Contents



New Accounting standards 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)
 New Accounting standards not yet adopted by the Company
 IAS 24 (revised 2009) Related Party
Disclosures (IAS 24)
 IFRS 9 Financial Instruments on the classification and
measurement of financial assets
 IFRS 7 Disclosures  Transfers of
financial assets.
 Improvements to IFRSs (2010 Improvements)
 4. Property, plant and equipment
 FurniturePlant and
    
    
    fixtures andLand
    
    
    Buildings
    
    
    machinery*
    
    
    equipment
    
    
    Vehicles
    
    
    TotalGross 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.
      34,646
 119




---



##### Table of Contents



FurniturePlant and
    
    
    fixtures andLand
    
    
    Buildings
    
    
    machinery*
    
    
    equipment
    
    
    Vehicles
    
    
    TotalTranslation 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.
53,458Gross carrying value:As at April 1, 2010
    
    Rs.
    2,794
    
      
    Rs.
      19,359
    
        
        Rs.
      46,657
    
    

       Rs.
      9,855
    
    

        Rs.
      2,929
    
    

        Rs.
      81,594Translation adjustment
    
    
    17
    
    
    
    117
    
    
    
    337
    
    
    
    68
    
    
    
    11
    
    
    
    550Additions
    
    
    943
    
    
    
    3,533
    
    
    
    8,360
    
    
    
    1,692
    
    
    
    117
    
    
    
    14,645Disposal / adjustments
    
    
    
    
    
    
    (41
    )
    
    
    (1,145
    )
    
    
    (591
    )
    
    
    (458
    )
    
    
    (2,235
    )As at March 31, 2011
    
        Rs.
      3,754
    
    
        Rs.
      22,968

    
    
    Rs.
     54,209
    
    
        Rs.
      11,024
    
    
        Rs.
      2,599
    
    
        Rs.
      94,554Accumulated depreciation/impairment:As at April 1, 2010
    
        Rs.
      
    
    
        Rs.
      1,998
    
    
        Rs.
      30,995
    
    
        Rs.
      5,497
    
    
        Rs.
      2,004
    
    
        Rs.
      40,494Translation adjustment
    
    
    
    
    
    
    50
    
    
    
    231
    
    
    
    45
    
    
    
    14
    
    
    
    340Depreciation
    
    
    
    
    
    
    493
    
    
    
    5,500
    
    
    
    1,271
    
    
    
    455
    
    
    
    7,719Disposal / adjustments
    
    
    
    
    
    
    (39
    )
    
    
    (1,077
    )
    
    
    (375
    )
    
    
    (354
    )
    
    
    (1,845
    )As at March 31, 2011
    
        Rs.
      
    
    
        Rs.
      2,502
    
    
        Rs.
      35,649
    
    
        Rs.
      6,438
    
    
        Rs.
      2,119
    
    
        Rs.
      46,708Capital work-in-progress
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,248Net carrying value as at March 31, 2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
        Rs.
    55,094
 
 *
    
    Including net carrying value of computer equipment and software amounting to Rs. 2,928
and Rs. 4,397 as at March 31, 2010 and 2011, respectively.  5. Goodwill and Intangible assets
  Year ended March 31,2010
    
    
    2011Balance at the beginning of the year
    
    Rs.
      56,143
    
    
        Rs.
      53,802Translation adjustment
    
    
    (4,917
    )
    
    
    962Acquisition through business combination, net
    
    
    2,576
    
    
    
    54Balance at the end of the year
    
        Rs.
      53,802
    
    
        Rs.
      54,818
   As at March 31,Segment
    
    2010
    
    
    2011IT Services
    
        Rs.
      39,056
    
    
        Rs.
      39,098IT Products
    
    
    476
    
    
    
    472Consumer Care and Lighting
    
    
    12,670
    
    
    
    13,475Others
    
    
    1,600
    
    
    
    1,773Total
    
        Rs.
      53,802
    
    
        Rs.
      54,818
  As at March 31,CGUs
    
    2011Infocrossing
    
        Rs.
      11,592Healthcare
    
    
    9,959Unza
    
    
    12,492
 120




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##### Table of Contents



Intangible assetsCustomer
    
    
    Marketingrelated
    
    
    related
    
    
    TotalGross 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.
      4,011Gross carrying value:As at April 1, 2010
    
        Rs.
      1,932
    
    
        Rs.
      3,464
    
    
        Rs.
      5,396Translation adjustment
    
    
    11
    
    
    
    (105
    )
    
    
    (94
    )Additions
    
    
    
    
    
    
    36
    
    
    
    36As at March 31, 2011
    
        Rs.
      1,943
    
    
        Rs.
      3,395
    
    
        Rs.
      5,338Accumulated amortization and impairment:As at April 1, 2010
    
        Rs.
      392
    
    
        Rs.
      993
    
    
        Rs.
      1,385Translation adjustment
    
    
    
    
    
    
    (48
    )
    
    
    (48
    )Amortization
    
    
    341
    
    
    
    109
    
    
    
    450As at March 31, 2011
    
        Rs.
      733
    
    
        Rs.
      1,054
    
    
        Rs.
      1,787Net carrying value as at March 31, 2011
    
        Rs.
      1,210
    
    
        Rs.
      2,341
    
    
        Rs.
      3,551
      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.
 121




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##### Table of Contents



b)
    
    Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity
using long-term growth rates: [2.5%-6%]. These long-term growth rates takes into
consideration external macroeconomic sources of data. Such long-term growth rate considered
does not exceed that of the relevant business and industry sector.
 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%-17%].
 d)
    
    Value-in-use is calculated using after tax assumptions. The use of after tax
assumptions does not result in a value-in-use that is materially different from the
value-in-use that would result if the calculation was performed using before tax
assumptions. The after tax discount rate used ranges from [10%  17%]. The before tax
discount rate is determined based on the value-in-use derived from the use of after tax
assumptions, and ranges from [12.3%  19.5%].
  6. Business combination
 Science Applications International Corporation
 SAIC
   Name of entity and effective
    
    
    
    Managements assessment of businessdate of acquisition
    
    Nature of business
    
    rationaleCiti Technology Services
Limited (Subsequently renamed
as Wipro Technology Services
Limited  WTS)
(January 2009)
    
    India based
provider of
information
technology services
and solutions to
Citi Group
worldwide
    
    Enhance Companys capabilities to
address Technology Infrastructure
Services (TIS) and Application
Development and Maintenance
Services (ADM) in the financial
services industry.Lornamead
(December 2009)
    
    Operates in the
personal care
category marketing
fragrance products,
bath and shower
products and skin
care products
    
    Enhance Companys strong brand
portfolio of personal care
products.
  Purchaseconsideration
    
    
    
    
    
    
    Deferredincluding
    
    
    
    
    
    
    tax
    
    
    IntangibleName of entity
    
    earn-outs
    
    
    Net assets
    
    
    liabilities
    
    
    assets
    
    
    GoodwillWTS
    
        Rs.
      6,205
    
    
        Rs.
      1,672
    
    
        Rs.
      (461
    )
    
        Rs.
      1,413
    
    
        Rs.
      3,581Lornamead
    
    
    2,340
    
    
    
    308
    
    
    
    
    
    
    
    1,013
    
    
    
    1,019Total
    
        Rs.
    8,545

    


    
    Rs.
    1,980

    
    
    Rs.
    (461
    )

    
    Rs.
    2,426
    
    
    Rs.
    4,600
 122




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##### Table of Contents



7. Available for sale investments
  As at March 31, 2010
    
    
    As at March 31, 2011Gross gain
    
    
    Gross loss
    
    
    
    
    
    
    
    
    
    
    Gross gain
    
    
    Gross lossrecognized
    
    
    recognized
    
    
    
    
    
    
    
    
    
    
    recognized
    
    
    recognizeddirectly in
    
    
    directly in
    
    
    
    
    
    
    
    
    
    
    directly in
    
    
    directly in
    
    
    FairCost
    
    
    equity
    
    
    equity
    
    
    Fair Value
    
    
    Cost
    
    
    equity
    
    
    equity
    
    
    ValueInvestment in liquid and
short-term mutual funds and
others
    
    Rs.

      19,279
    
    
        Rs.
      52
    
    

        Rs.
      (4

    )
    
        Rs.
      19,327

    
    

        Rs.
      37,013

    
    

        Rs.
      126

    
    

        Rs.
      (49

    )
    

        Rs.
      37,090Certificate of deposits
    
    
    11,088
    
    
    
    5
    
    
    
    
    
    
    
    11,093
    
    
    
    12,189
    
    
    
    17
    
    
    
    (14
    )
    
    
    12,192Total
    
        Rs.
      30,367
    
    
        Rs.
      57
    
    
        Rs.
      (4
    )
    
        Rs.
      30,420
    
    
        Rs.
      49,202
    
    
        Rs.
      143
    
    
        Rs.
      (63
    )
    
        Rs.
      49,282
 8. Trade receivables
 As at March 31,2010
    
    
    2011Trade receivables
    
        Rs.
      53,255
    
    
        Rs.
      64,221Allowance for doubtful accounts receivable
    
    
    (2,327
    )
    
    
    (2,594
    )Rs.
      50,928
    
    
        Rs.
      61,627
  Year ended March 31,2010
    
    
    2011Balance at the beginning of the year
    
        Rs.
      1,919
    
    
        Rs.
      2,327Additions during the year, net
    
    
    566
    
    
    
    399Uncollectable receivables charged against allowance
    
    
    (158
    )
    
    
    (132
    )Balance at the end of the year
    
        Rs.
      2,327
    
    
        Rs.
      2,594
 9. Inventories
  As at March 31,2010
    
    
    2011Stores and spare parts
    
        Rs.
      1,001
    
    
        Rs.
      1,125Raw materials and components
    
    
    2,212
    
    
    
    3,217Work in progress
    
    
    776
    
    
    
    1,109Finished goods
    
    
    3,937
    
    
    
    4,256Rs.
      7,926
    
    
        Rs.
      9,707
 10. Cash and cash equivalents
  As at March 31,2009
    
    
    2010
    
    
    2011Cash and bank balances
    
        Rs.
      22,944
    
    
        Rs.
      24,155
    
    
        Rs.
      27,628Demand deposits with banks(1)
    
    
    26,173
    
    
    
    40,723
    
    
    
    33,513Rs.
      49,117
    
    
        Rs.
      64,878
    
    
        Rs.
      61,141
 123




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##### Table of Contents



(1)
    
    These deposits can be withdrawn by the Company at any time without prior
notice and without any penalty on the principal.  As at March 31,2009
    
    
    2010
    
    
    2011Cash and cash equivalents (as per above)
    
        Rs.
      49,117
    
    
        Rs.
      64,878
    
    
        Rs.
      61,141Bank overdrafts
    
    
    (885
    )
    
    
    (1,322
    )
    
    
    (242
    )Rs.
      48,232
    
    
        Rs.
      63,556
    
    
        Rs.
      60,899
 11. Other assets
 As at March 31,2010
    
    
    2011CurrentInterest bearing deposits with corporates(1)
    
        Rs.
      10,050
    
    
        Rs.
      4,240Prepaid expenses
    
    
    2,923
    
    
    
    4,620Due from officers and employees
    
    
    1,244
    
    
    
    1,110Finance lease receivables
    
    
    632
    
    
    
    2,411Advance to suppliers
    
    
    1,194
    
    
    
    1,407Deferred contract costs
    
    
    943
    
    
    
    1,503Interest receivable
    
    
    822
    
    
    
    393Deposits
    
    
    1,057
    
    
    
    603Balance with excise and customs
    
    
    917
    
    
    
    1,570Non-convertible debentures
    
    
    155
    
    
    
    815Others
    
    
    1,169
    
    
    
    1,072Rs.
      21,106
    
    
        Rs.
      19,744Non currentPrepaid expenses including rentals for leasehold land
    
        Rs.
      3,059
    
    
        Rs.
      2,423Finance lease receivables
    
    
    3,810
    
    
    
    4,839Deposits
    
    
    724
    
    
    
    1,680Non-convertible debentures
    
    
    1,159
    
    
    
    Others
    
    
    32
    
    
    
    41Rs.
      8,784
    
    
        Rs.
      8,983Total
    
        Rs.
      29,890
    
    
        Rs.
      28,727
 
 (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 March 31,
    
    
    As at March 31,2010
    
    
    2011
    
    
    2010
    
    
    2011Not later than one year
    
        Rs.
      774
    
    
        Rs.
      2,523
    
    
        Rs.
      608
    
    
        Rs.
      2,350Later than one year but not later than five years
    
    
    4,652
    
    
    
    6,129
    
    
    
    3,675
    
    
    
    4,723Unguaranteed residual values
    
    
    190
    
    
    
    199
    
    
    
    159
    
    
    
    177Gross investment in lease
    
    
    5,616
    
    
    
    8,851
    
    
    
    
    
    
    
    Less: Unearned finance income
    
    
    (1,174
    )
    
    
    (1,601
    )
    
    
    
    
    
    
    Present value of minimum lease payment receivable
    
        Rs.
      4,442
    
    
        Rs.
      7,250
    
    
        Rs.
      4,442
    
    
        Rs.
      7,250Included in the financial statements as follows:Current finance lease receivables
    
    
    
    
    
    
    
    
    
        Rs.
      632
    
    
        Rs.
      2,411Non-current finance lease receivables
    
    
    
    
    
    
    
    
    
    
    3,810
    
    
    
    4,839
 124




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##### Table of Contents



12. Loans and borrowings
 Short-term loans and borrowings
   Long-term loans and borrowings
  As at March 31, 2010
    
    
    As at March 31, 2011Foreign
    
    
    
    
    
    
    Foreigncurrency
    
    
    
    
    
    
    currencyin
    
    
    Indian
    
    
    in
    
    
    Indian
    
    
    InterestCurrency
    
    millions
    
    
    Rupee
    
    
    millions
    
    
    Rupee
    
    
    rate
    
    
    Final maturityUnsecured external commercial borrowing
Japanese Yen
    
    
    35,016
    
    
        Rs.
      16,844
    
    
    
    35,016
    
    
        Rs.
      18,861
    
    
    
    2.04
    %
    
    
    2013Unsecured term loanIndian Rupee
    
    
        NA

    

    
    
    509
    
    


    
    NA
    

    
    
    366
    
    
    
    6.05
    %
    
    
    2014Saudi Riyals
    
    
    
    
    
    
    
    
    
    
    66
    
    
    
    786
    
    
    
    1.25
    %
    
    
    2011Others
    
    
    
    
    
    
    445
    
    
    
    
    
    
    
    354
    
    
    
    0-2
    %
    
    
    20112017Other secured term loans
    
    
    
    
    
    
    165
    
    
    
    
    
    
    
    106
    
    
    
    1.46 - 4.5
    %
    
    
    20112016Rs.
      17,963
    
    
    
    
    
    
        Rs.
      20,473Obligations under finance leases
    
    
    
    
    
    
    712
    
    
    
    
    
    
    
    635Rs.
      18,675
    
    
    
    
    
    
        Rs.
      21,108Current portion of long term loans and borrowings
    
    
    
    
    
        Rs.
      568
    
    
    
    
    
    
        Rs.
      1,349Non-current portion of long term loans and
borrowings
    
    
    
    
    
    
    18,107
    
    
    
    
    
    
    
    19,759
      125




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##### Table of Contents



Present value of minimum leaseMinimum lease payment
    
    
    paymentAs at March 31,
    
    
    As at March 31,2010
    
    
    2011
    
    
    2010
    
    
    2011Not later than one year
    
        Rs.
      257
    
    
        Rs.
      242
    
    
        Rs.
      228
    
    
        Rs.
      203Later than one year but not later than five year
    
    
    461
    
    
    
    396
    
    
    
    425
    
    
    
    372Later than five years
    
    
    62
    
    
    
    63
    
    
    
    59
    
    
    
    60Total minimum lease payments
    
    
    780
    
    
    
    701
    
    
    
    
    
    
    
    Less: Amount representing interest
    
    
    (68
    )
    
    
    (66
    )
    
    
    
    
    
    
    Present value of minimum lease payments
    
        Rs.
      712
    
    
        Rs.
      635
    
    
        Rs.
      712
    
    
        Rs.
      635Included in the financial statements as follows:Current finance lease payables
    
    
    
    
    
    
    
    
    
        Rs.
      228
    
    
        Rs.
      203Non-current finance lease payables
    
    
    
    
    
    
    
    
    
    
    484
    
    
    
    432
 13. rade payables and accrued expenses
  As at March 31,2010
    
    
    2011Trade payables
    
        Rs.
      19,133
    
    
        Rs.
      20,618Accrued expenses
    
    
    19,615
    
    
    
    23,434Rs.
      38,748
    
    
        Rs.
      44,052
 14. Other liabilities and provisions
 As at March 31,2010
    
    
    2011Other liabilities:Current:Statutory and other liabilities
    
        Rs.
      4,001
    
    
        Rs.
      4,046Advance from customers
    
    
    1,786
    
    
    
    1,049Others
    
    
    712
    
    
    
    811Rs.
      6,499
    
    
        Rs.
      5,906Non-current:Employee benefit obligations
    
        Rs.
      2,967
    
    
        Rs.
      2,633Others
    
    
    266
    
    
    
    73Rs.
      3,233
    
    
        Rs.
      2,706Total
    
        Rs.
      9,732
    
    
        Rs.
      8,612
 As at March 31,2010
    
    
    2011Provisions:Current:Provision for warranty
    
        Rs.
      511
    
    
        Rs.
      467Others
    
    
    1,763
    
    
    
    1,857Rs.
      2,274
    
    
        Rs.
      2,324Non-current:Provision for warranty
    
        Rs.
      100
    
    
        Rs.
      81Total
    
        Rs.
      2,374
    
    
        Rs.
      2,405
   126




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##### Table of Contents



Year ended March 31, 2011Provision forwarranty
    
    
    Others
    
    
    TotalBalance at the beginning of the year
    
        Rs.
      611
    
    
        Rs.
      1,763
    
    
        Rs.
      2,374Additional provision during the year, net
    
    
    532
    
    
    
    149
    
    
    
    681Provision used during the year
    
    
    (595
    )
    
    
    (55
    )
    
    
    (650
    )Balance at the end of the year
    
        Rs.
      548
    
    
        Rs.
      1,857
    
    
        Rs.
      2,405
 15. Financial instruments
  As at March 31,2010
    
    
    2011Assets:Trade receivables
    
        Rs.
      50,928
    
    
        Rs.
      61,627Unbilled revenues
    
    
    16,708
    
    
    
    24,149Cash and cash equivalents
    
    
    64,878
    
    
    
    61,141Available for sale financial investments
    
    
    30,420
    
    
    
    49,282Derivative assets
    
    
    3,816
    
    
    
    4,693Other assets
    
    
    20,124
    
    
    
    16,995Total
    
        Rs.
      186,874
    
    
        Rs.
      217,887Liabilities:Loans and borrowings
    
        Rs.
      62,511
    
    
        Rs.
      52,802Trade payables and accrued expenses
    
    
    38,748
    
    
    
    44,052Derivative liabilities.
    
    
    4,257
    
    
    
    3,944Other liabilities
    
    
    126
    
    
    
    140Total
    
        Rs.
      105,642
    
    
        Rs.
      100,938
  As at March 31,2010
    
    
    2011Assets:Loans and receivables
    
        Rs.
      152,638
    
    
        Rs.
      163,912Derivative assets
    
    
    3,816
    
    
    
    4,693Available for sale financial assets
    
    
    30,420
    
    
    
    49,282Total
    
        Rs.
      186,874
    
    
        Rs.
      217,887Liabilities:Financial liabilities at amortized cost
    
        Rs.
      62,511
    
    
        Rs.
      52,802Trade and other payables
    
    
    38,874
    
    
    
    44,192Derivative liabilities
    
    
    4,257
    
    
    
    3,944Total
    
        Rs.
      105,642
    
    
        Rs.
      100,938
 Fair Value
    Fair value hierarchy
 Level 1 
 127




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##### Table of Contents



Level 2 
 Level 3 
  As
at March 31, 2010
    

As
at March 31, 2011Fair value measurements at
    
    
    
    
    
    Fair value measurements atreporting date using
    
    
    
    reporting date usingParticulars
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3AssetsDerivative instruments- Cash flow hedges
    
        Rs.
      2,684
    
    
        Rs.
      
    
    
        Rs.
      2,684
    
    
        Rs.
      
    
    
        Rs.
      1,991
    
    
        Rs.
      
    
    
        Rs.
      1,991
    
    
        Rs.
      - Net investment hedges
    
    
    702
    
    
    
    
    
    
    
    702
    
    
    
    
    
    
    
    1,523
    
    
    
    
    
    
    
    1,523
    
    
    
    - Others
    
    
    430
    
    
    
    
    
    
    
    430
    
    
    
    
    
    
    
    1,179
    
    
    
    
    
    
    
    1,179
    
    
    
    Available for sale
financial assets:- Investment in
liquid and short-term
mutual funds
    
    
    19,157
    
    
    
    19,157
    
    
    
    
    
    
    
    
    
    
    
    25,246
    
    
    
    25,246
    
    
    
    
    
    
    
    - Investment in
certificate of deposits
and other investments
    
    
    11,263
    
    
    
    
    
    
    
    11,263
    
    
    
    
    
    
    
    24,036
    
    
    
    
    
    
    
    24,036
    
    
    
    LiabilitiesDerivative instruments- Cash flow hedges
    
    
    1,818
    
    
    
    
    
    
    
    1,818
    
    
    
    
    
    
    
    1,504
    
    
    
    
    
    
    
    1,504
    
    
    
    - Net investment hedges
    
    
    1,578
    
    
    
    
    
    
    
    1,578
    
    
    
    
    
    
    
    1,701
    
    
    
    
    
    
    
    1,701
    
    
    
    - Others
    
    
    861
    
    
    
    
    
    
    
    861
    
    
    
    
    
    
    
    739
    
    
    
    
    
    
    
    739
    
    
    
    
 Derivatives assets and liabilities:
   As at March 31,2010
    
    
    2011Designated derivative instrumentsSell
    
    US$
    1,518
    
    
    US$
    901
    
    
    
    
    2£
    31
    
    
    £
    21¥
    4,578
    
    
    ¥
    3,026AUD
      7
    
    
        AUD
      4CHF
      
    
    
        CHF
      6Net investment hedges in foreign operationsCross-currency swaps
    
    ¥
    26,014
    
    
    ¥
    24,511Others
    
    US$
    262
    
    
    US$
    262
    40
    
    
    
    40Non designated derivative instrumentsSell
    
    US$
    45
    
    
    US$
    526£
    38
    
    
    £
    40
    29
    
    
    
    48AUD
      
    
    
        AUD
      13Buy
    
    US$
    492
    
    
    US$
    617Cross currency swaps
    
    ¥
    7,000
    
    
    ¥
    7,000
 128




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##### Table of Contents



As at March 31,2010
    
    
    2011Balance as at the beginning of the year
    
        Rs.
      (16,886)
    
    
        Rs.
      (4,954)Net (gain)/loss reclassified into statement of income on occurrence of
hedged transactions(1)
    
    
    5,201
    
    
    
    4,041Deferred cancellation gains/(losses) relating to roll  over hedging
    
    
    551
    
    
    
    222Changes in fair value of effective portion of derivatives
    
    
    6,180
    
    
    
    (535
    )Gains/ (losses) on cash flow hedging derivatives, net
    
        Rs.
      11,932
    
    
        Rs.
      3,728Balance as at the end of the year
    
        Rs.
      (4,954)
    
    
        Rs.
      (1,226)
 
 (1)
    
    On occurrence of hedge transactions, net (gain)/loss was included as part of revenues.   Sale of financial assets
   Financial risk management
 General
   Risk Management Procedures
  129




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##### Table of Contents



Foreign currency risk
       As at March 31, 2010Pound
    
    
    Japanese
    
    
    OtherUS$
    
    
    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
    )
    
    Rs.
    (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
    )
 As at March 31, 2011Pound
    
    
    Japanese
    
    
    OtherUS$
    
    
    Euro
    
    
    Sterling
    
    
    Yen
    
    
    currencies#
    
    
    TotalTrade receivables
    
    Rs.
      24,408
    
    

        Rs.
      5,123

    
    

        Rs.
      4,821

    
    
        Rs.
      370

    
    
Rs.
      3,237
    
    

        Rs.
      37,959Unbilled revenues
    
    
    13,605
    
    
    
    239
    
    
    
    494
    
    
    
    
    
    
    
    271
    
    
    
    14,609Cash and cash equivalents
    
    
    22,463
    
    
    
    1,863
    
    
    
    1,949
    
    
    
    290
    
    
    
    1,414
    
    
    
    27,979Other assets
    
    
    187
    
    
    
    311
    
    
    
    63
    
    
    
    2
    
    
    
    126
    
    
    
    689Loans and borrowings
    
        Rs.
      (27,544
    )
    
        Rs.
      (1,322
    )
    
        Rs.
      
    
    
        Rs.
      (18,861
    )
    
        Rs.
      
    
    
        Rs.
      (47,727
    )Trade
payables and accrued expenses
    
    
    (10,770
    )
    
    
    (2,063
    )
    
    
    (1,407
    )
    
    
    (357
    )
    
    
    (162
    )
    
    
    (14,759
    )Other liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net assets / (liabilities)
    
    Rs.
    22,349
    
    


    Rs.
    4,151
    


    

    Rs.
    5,920
    
    
    Rs.
    (18,556

    )

    
    Rs.
    4,886
    
    
    Rs.
    18,750
 
 #
    
    Other currencies reflects currencies such as Singapore dollars, Saudi Arabian
riyals etc.  130




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##### Table of Contents



Interest rate risk
  Credit risk
  Financial assets that are neither past due nor impaired
  Financial assets that are past due but not impaired
  As at March 31,2010
    
    
    2011Financial assets that are neither past due nor impaired
    
    Rs.
    34,608
    
    
    Rs.
    41,146Financial assets that are past due but not impairedPast due 0  30 days
    
    
    3,816
    
    
    
    4,249Past due 31  60 days
    
    
    4,468
    
    
    
    6,976Past due 61  90 days
    
    
    2,489
    
    
    
    3,273Past due over 90 days
    
    
    11,163
    
    
    
    14,834Total past due and not impaired
    
    Rs.
    21,936
    
    
    Rs.
    29,332
 Counterparty risk
  Liquidity risk
  131




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##### Table of Contents



As at March 31, 2010Less than1 year
    
    1-2 years
    
    2-4 years
    
    4-7 years
    
    TotalLoans and borrowings
    
    Rs.
    44,404
    
    
    Rs.
    544
    
    
    Rs.
    17,441
    
    
    Rs.
    122
    
    
    Rs.
    62,511Trade payables and accrued expenses
    
    
    38,748
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,748Derivative liabilities
    
    
    1,375
    
    
    
    487
    
    
    
    2,395
    
    
    
    
    
    
    
    4,257
 As at March 31, 2011Less than1 year
    
    1-2 years
    
    2-4 years
    
    4-7 years
    
    TotalLoans and borrowings
    
    Rs.
    33,043
    
    
    Rs.
    19,322
    
    
    Rs.
    304
    
    
    Rs.
    133
    
    
    Rs.
    52,802Trade payables and accrued expenses
    
    
    44,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,052Derivative liabilities
    
    
    1,358
    
    
    
    2,586
    
    
    
    
    
    
    
    
    
    
    
    3,944
  As at March 31,2010
    
    
    2011Cash and cash equivalents
    
    Rs.
    64,878
    
    
    Rs.
    61,141Interest bearing deposits with corporates
    
    
    10,050
    
    
    
    4,240Available for sale investments
    
    
    30,420
    
    
    
    49,282Loans and borrowings
    
    
    (62,511
    )
    
    
    (52,802
    )Net cash position
    
    Rs.
    42,837
    
    
    Rs.
    61,861
 16.
    
    Investment in equity accounted investees
 Wipro GE Medical Systems (Wipro GE)
   Year ended March 31,2009
    
    
    2010
    
    
    2011Revenue
    
    Rs.
    10,611
    
    
    Rs.
    12,567
    
    
    Rs.
    19,882Gross profit
    
    
    3,269
    
    
    
    3,573
    
    
    
    5,278Profit for the year
    
    
    875
    
    
    
    934
    
    
    
    1,127
 As at March 31,2010
    
    
    2011Total assets
    
    Rs.
    11,518
    
    
    Rs.
    16,830Total liabilities
    
    
    6,709
    
    
    
    8,543Total equity
    
    Rs.
    4,809
    
    
    Rs.
    8,287
   132




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##### Table of Contents



17.
    
    Foreign currency translation reserve
  As at March 31,2010
    
    
    2011Balance at the beginning of the year
    
    Rs.
    1,533
    
    
    Rs.
    258Translation difference related to foreign operations
    
    
    (5,477
    )
    
    
    1,246Change in effective portion of hedges of net
investment in foreign operations
    
    
    4,202
    
    
    
    20Total change during the year
    
    Rs.
    (1,275
    )
    
    Rs.
    1,266Balance at the end of the year
    
    Rs.
    258
    
    
    Rs.
    1,524
 18.
    
    Income taxes
  Year ended March 31,2009
    
    
    2010
    
    
    2011Income tax expense as per the statement of income
    
    Rs.
    6,035
    
    
    Rs.
    9,294
    
    
    Rs.
    9,714Income tax included in other comprehensive income
on:unrealized gains/(losses) on available for
sale investments
    
    
    (131
    )
    
    
    (14
    )
    
    
    2gains/(losses) on cash flow hedging derivatives
    
    
    (2,353
    )
    
    
    2,091
    
    
    
    44Total income taxes
    
    Rs.
    3,551
    
    
    Rs.
    11,371
    
    
    Rs.
    9,760
  Year ended March 31,2009
    
    
    2010
    
    
    2011Current taxesDomestic
    
    Rs.
    3,656
    
    
    Rs.
    5,461
    
    
    Rs.
    5,573Foreign
    
    
    2,538
    
    
    
    3,403
    
    
    
    3,895Rs.
    6,194
    
    
    Rs.
    8,864
    
    
    Rs.
    9,468Deferred taxesDomestic
    
    Rs.
    (24
    )
    
    Rs.
    40
    
    
    Rs.
    292Foreign
    
    
    (135
    )
    
    
    390
    
    
    
    (46
    )Rs.
    (159
    )
    
    Rs.
    430
    
    
    Rs.
    246Total income tax expense
    
    Rs.
    6,035
    
    
    Rs.
    9,294
    
    
    Rs.
    9,714
 133




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##### Table of Contents



Year ended March 31,2009
    
    
    2010
    
    
    2011Profit before taxes
    
    Rs.
    44,895
    
    
    Rs.
    55,410
    
    
    Rs.
    63,035Enacted income tax rate in India
    
    
    33.99
    %
    
    
    33.99
    %
    
    
    33.218
    %Computed expected tax expense
    
    
    15,260
    
    
    
    18,834
    
    
    
    20,939Effect of:Income exempt from tax
    
    
    (10,368
    )
    
    
    (10,802
    )
    
    
    (10,458
    )Basis differences that will reverse during
a tax holiday period
    
    
    328
    
    
    
    898
    
    
    
    (217
    )Income taxed at higher/ (lower) rates
    
    
    (166
    )
    
    
    (475
    )
    
    
    (566
    )Income taxes relating to prior years
    
    
    (370
    )
    
    
    (442
    )
    
    
    (590
    )Changes in unrecognized deferred tax assets
    
    
    314
    
    
    
    811
    
    
    
    160Expenses disallowed for tax purposes
    
    
    1,024
    
    
    
    456
    
    
    
    426Others, net
    
    
    13
    
    
    
    14
    
    
    
    20Total income tax expense
    
    Rs.
    6,035
    
    
    Rs. 9,294
    
    Rs.
    9,714
   As at March 31,2009
    
    
    2010
    
    
    2011Carry-forward business losses
    
    Rs.
    2,046
    
    
    Rs.
    1,851
    
    
    Rs.
    2,042Accrued expenses and liabilities
    
    
    813
    
    
    
    568
    
    
    
    521Allowances for doubtful accounts receivable
    
    
    322
    
    
    
    328
    
    
    
    716Cash flow hedges
    
    
    2,353
    
    
    
    262
    
    
    
    218Minimum alternate tax
    
    
    126
    
    
    
    363
    
    
    
    488Others
    
    
    69
    
    
    
    83
    
    
    
    1965,729
    
    
    
    3,455
    
    
    
    4,181Property, plant and equipment
    
    Rs.
    (365
    )
    
    Rs.
    (525
    )
    
    Rs.
    (1,107
    )Amortizable goodwill
    
    
    (348
    )
    
    
    (458
    )
    
    
    (659
    )Intangible assets
    
    
    (789
    )
    
    
    (734
    )
    
    
    (682
    )Investment in equity accounted investee
    
    
    (332
    )
    
    
    (432
    )
    
    
    (567
    )(1,834
    )
    
    
    (2,149
    )
    
    
    (3,015
    )Net deferred tax assets
    
    Rs.
    3,895
    
    
    Rs.
    1,306
    
    
    Rs.
    1,166Amounts presented in statement of financial position:Deferred tax assets
    
    Rs.
    4,369
    
    
    Rs.
    1,686
    
    
    Rs.
    1,467Deferred tax liabilities
    
    Rs.
    (474
    )
    
    Rs.
    (380
    )
    
    Rs.
    (301
    )
   134




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##### Table of Contents



19.
    
    Dividends
    135




---



##### Table of Contents



20.
    
    Additional capital disclosures
    As at March 31,2010
    
    
    2011
    
    

%
ChangeTotal equity attributable to
the equity shareholders of the
Company
    
    Rs.
    196,112
    
    
    Rs.
    239,680
    
    
    
    22.22
    %As percentage of total capital
    
    
    76
    %
    
    
    82
    %Current loans and borrowings
    
    
    44,404
    
    
    
    33,043Non-current loans and borrowings
    
    
    18,107
    
    
    
    19,759Total loans and borrowings
    
    
    62,511
    
    
    
    52,802
    
    
    
    (15.53
    )%As percentage of total capital
    
    
    24
    %
    
    
    18
    %Total capital (loans and
borrowings and equity)
    
    Rs.
    258,623
    
    
    Rs.
    292,482
    
    
    
    13.09
    %
  21.
    
    Revenues
 Year ended March 31,2009
    
    
    2010
    
    
    2011Rendering of services
    
    Rs.
    193,009
    
    
    Rs.
    202,990
    
    
    Rs.
    234,285Sale of products
    
    
    63,882
    
    
    
    68,967
    
    
    
    76,257Total revenues
    
    Rs.
    256,891
    
    
    Rs.
    271,957
    
    
    Rs.
    310,542
 22.
    
    Expenses by nature
 Year ended March 31,2009
    
    
    2010
    
    
    2011Employee compensation
    
    Rs.
    107,266
    
    
    Rs.
    107,230
    
    
    Rs.
    126,867Raw
materials, finished goods, process stocks and stores and spares consumed
    
    
    47,179
    
    
    
    51,813
    
    
    
    50,166Sub contracting/technical fees/third party application
    
    
    15,890
    
    
    
    17,527
    
    
    
    26,415Travel
    
    
    9,313
    
    
    
    8,064
    
    
    
    10,156Depreciation and amortization
    
    
    6,948
    
    
    
    7,831
    
    
    
    8,211Repairs
    
    
    4,045
    
    
    
    5,020
    
    
    
    5,253Advertisement
    
    
    3,221
    
    
    
    4,534
    
    
    
    5,114Communication
    
    
    3,006
    
    
    
    3,157
    
    
    
    3,492Rent
    
    
    2,526
    
    
    
    3,062
    
    
    
    3,230Power and fuel
    
    
    1,863
    
    
    
    1,797
    
    
    
    2,427
 136




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##### Table of Contents



Year ended March 31,2009
    
    
    2010
    
    
    2011Legal and professional fees
    
    
    1,502
    
    
    
    1,593
    
    
    
    1,629Rates, taxes and insurance
    
    
    955
    
    
    
    1,023
    
    
    
    1,324Carriage and freight
    
    
    885
    
    
    
    950
    
    
    
    1,181Provision for doubtful debt
    
    
    939
    
    
    
    566
    
    
    
    399Sales commission
    
    
    515
    
    
    
    459
    
    
    
    656Miscellaneous expenses
    
    
    5,985
    
    
    
    5,104
    
    
    
    6,799Total cost of revenues, selling and marketing
expenses and general and administrative expenses
    
    Rs.
    212,038
    
    
    Rs.
    219,730
    
    
    Rs.
    253,319
 23.
    
    Finance expense
 Year ended March 31,2009
    
    
    2010
    
    
    2011Interest expense
    
    Rs.
    2,333
    
    
    Rs.
    1,232
    
    
    Rs.
    776Exchange fluctuation on foreign
currency borrowings, net
    
    
    1,491
    
    
    
    92
    
    
    
    1,157Total
    
    Rs.
    3,824
    
    
    Rs.
    1,324
    
    
    Rs.
    1,933
 24.
    
    Finance and other income
 Year ended March 31,2009
    
    
    2010
    
    
    2011Interest income
    
    Rs.
    1,964
    
    
    Rs.
    2,610
    
    
    Rs.
    4,057Dividend income
    
    
    2,265
    
    
    
    1,442
    
    
    
    2,403Gain on sale of investments
    
    
    681
    
    
    
    308
    
    
    
    192Others
    
    
    147
    
    
    
    
    
    
    
    Total
    
    Rs.
    5,057
    
    
    Rs.
    4,360
    
    
    Rs.
    6,652
 25.
    
    Earnings per equity share
 A reconciliation of profit for the year and equity shares used in the computation of basic and
diluted earnings per equity share is set out below:
 Basic:Basic earnings per share is calculated by dividing the profit attributable to equity
shareholders of the Company by the weighted average number of equity shares outstanding during the
period, excluding equity shares purchased by the Company and held as treasury shares. Equity shares
held by controlled Wipro Equity Reward Trust (WERT) and Wipro Inc Benefit Trust (WIBT) have been
reduced from the equity shares outstanding for computing basic and diluted earnings per share.
 Year ended March 31,2009
    
    
    2010
    
    
    2011Profit attributable to equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931
    
    
    Rs.
    52,977Weighted average number of equity shares outstanding
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,436,440,633Basic earnings per share
    
    Rs.
    15.99
    
    
    Rs.
    18.91
    
    
    Rs.
    21.74
 Diluted:
  Year ended March 31,2009
    
    
    2010
    
    
    2011Profit attributable to equity holders of the Company
    
    Rs.
    38,761
    
    
    Rs.
    45,931
    
    
    Rs.
    52,977Weighted average number of equity shares outstanding
    
    
    2,423,558,482
    
    
    
    2,429,025,243
    
    
    
    2,436,440,633Effect of dilutive equivalent share options
    
    
    13,905,921
    
    
    
    20,633,289
    
    
    
    14,713,521Weighted average number of equity shares for diluted
earnings per share
    
    
    2,437,464,403
    
    
    
    2,449,658,532
    
    
    
    2,451,154,154Diluted earnings per share
    
    Rs.
    15.90
    
    
    Rs.
    18.75
    
    
    Rs.
    21.61
 137




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##### Table of Contents



26.
    
    Employee stock incentive plans
  Wipro Equity Reward Trust (WERT)
   Year ended March 31,2009
    
    2010
    
    2011Shares held at the beginning of the period(1)
    
    
    7,961,760
    
    
    
    7,961,760
    
    
    
    13,269,600Shares granted to employees
    
    
    
    
    
    
    
    
    
    
    Grants forfeited by employees
    
    
    
    
    
    
    
    
    
    
    Shares held at the end of the period
    
    
    7,961,760
    
    
    
    7,961,760
    
    
    
    13,269,600
 
 (1)
    
    The opening balance as of April 1, 2010 has been adjusted for the two
equity shares for every three equity shares stock dividend approved by the shareholders on
June 4, 2010. Wipro Employee Stock Option Plan and Restricted Stock Unit Option Plan
  Authorized
    
    Range ofName of Plan
    
    Shares(1)
    
    Exercise PricesWipro Employee Stock Option Plan 1999 (1999 Plan)
    
    
    50,000,000
    
    
    Rs.
    171  490Wipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    250,000,000
    
    
    Rs.
    171  490Stock Option Plan (2000 ADS Plan)
    
    
    15,000,000
    
    
    US$
    3  7Wipro
Restricted Stock Unit Plan (WRSUP 2004 plan)
    
    
    20,000,000
    
    
    Rs.
    2Wipro ADS
Restricted Stock Unit Plan (WARSUP 2004 plan)
    
    
    20,000,000
    
    
    US$
    0.04Wipro
Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)
    
    
    20,000,000
    
    
    Rs.
    2Wipro
Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)
    
    
    16,666,667
    
    
    Rs.
    2
 
 (1)
    
    adjusted for the two equity shares for every three equity shares stock
dividend approved by the shareholders on June 4, 2010.  138




---



##### Table of Contents



Year ended March 31,2009
    
    2010
    
    2011Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedRange of
    
    
    
    
    
    Average
    
    
    
    
    
    Average
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    ExercisePrices
    
    Number
    
    Price
    
    Number
    
    Price
    
    Number
    
    PriceOutstanding at the
beginning of the
period(1)
    
    Rs.
    229  265
    
    
    
    1,219,926
    
    
    Rs.
    264
    
    
    
    1,140
    
    
    Rs.
    254
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    
    200,000
    
    
    Rs.
    293.40US$
    4  6
    
    
    
    8,706
    
    
    US$
    5
    
    
    
    1,606
    
    
    US$
    4.7
    
    
    
    2,677
    
    
    US$
    2.82Rs.
    2
    
    
    
    9,700,163
    
    
    Rs.
    2
    
    
    
    13,799,549
    
    
    Rs.
    2
    
    
    
    17,103,172
    
    
    Rs.
    2US$
    0.04
    
    
    
    1,885,236
    
    
    US$
    0.04
    
    
    
    2,470,641
    
    
    US$
    0.04
    
    
    
    2,943,035
    
    
    US$
    0.04Granted
    
    Rs.
    229  265
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    US$
    4  6
    
    
    
    
    
    
    US$
    
    
    
    
    
    
    
    US$
    
    
    
    
    
    
    
    US$
    Rs.
    2
    
    
    
    6,882,415
    
    
    Rs.
    2
    
    
    
    5,000
    
    
    Rs.
    2
    
    
    
    5,227,870
    
    
    Rs.
    2US$
    0.04
    
    
    
    1,484,261
    
    
    US$
    0.04
    
    
    
    137,100
    
    
    US$
    0.04
    
    
    
    1,437,060
    
    
    US$
    0.04Exercised
    
    Rs.
    229  265
    
    
    
    (345,099
    )
    
    Rs.
    263
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    (80,000
    )
    
    Rs.
    293.40US$
    4  6
    
    
    
    (4,400
    )
    
    US$
    4.7
    
    
    
    
    
    
    US$
    
    
    
    
    
    
    
    US$
    Rs.
    2
    
    
    
    (1,762,283
    )
    
    Rs.
    2
    
    
    
    (2,736,924
    )
    
    Rs.
    2
    
    
    
    (5,482,210
    )
    
    Rs.
    2US$
    0.04
    
    
    
    (446,841
    )
    
    US$
    0.04
    
    
    
    (493,519
    )
    
    US$
    0.04
    
    
    
    (870,622
    )
    
    US$
    0.04Forfeited and lapsed
    
    Rs.
    229  265
    
    
    
    (873,687
    )
    
    Rs.
    264
    
    
    
    (1,140
    )
    
    Rs.
    254
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    (120,000
    )
    
    Rs.
    293.40US$
    4  6
    
    
    
    (2,700
    )
    
    US$
    5.82
    
    
    
    
    
    
    US$
    
    
    
    
    (2,677
    )
    
    US$
    2.82Rs.
    2
    
    
    
    (1,020,746
    )
    
    Rs.
    2
    
    
    
    (805,722
    )
    
    Rs.
    2
    
    
    
    (1,466,071
    )
    
    Rs.
    2US$
    0.04
    
    
    
    (452,015
    )
    
    US$
    0.04
    
    
    
    (348,401
    )
    
    US$
    0.04
    
    
    
    (285,581
    )
    
    US$
    0.04Outstanding at the
end of the period
    
    Rs.
    229  265
    
    
    
    1,140
    
    
    Rs.
    254
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    
    120,000
    
    
    Rs.
    489
    
    
    
    
    
    
    Rs.
    US$
    4  6
    
    
    
    1,606
    
    
    US$
    4.7
    
    
    
    1,606
    
    
    US$
    4.7
    
    
    
    
    
    
    US$
    Rs.
    2
    
    
    
    13,799,549
    
    
    Rs.
    2
    
    
    
    10,261,903
    
    
    Rs.
    2
    
    
    
    15,382,761
    
    
    Rs.
    2US$
    0.04
    
    
    
    2,470,641
    
    
    US$
    0.04
    
    
    
    1,765,821
    
    
    US$
    0.04
    
    
    
    3,223,892
    
    
    US$
    0.04Exercisable at the
end of the period
    
    Rs.
    229  265
    
    
    
    1,140
    
    
    Rs.
    254
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    Rs.
    489
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    US$
    4  6
    
    
    
    1,606
    
    
    US$
    4.7
    
    
    
    1,606
    
    
    US$
    4.7
    
    
    
    
    
    
    US$
    Rs.
    2
    
    
    
    2,975,987
    
    
    Rs.
    2
    
    
    
    4,719,739
    
    
    Rs.
    2
    
    
    
    7,533,984
    
    
    Rs.
    2US$
    0.04
    
    
    
    208,412
    
    
    US$
    0.04
    
    
    
    645,341
    
    
    US$
    0.04
    
    
    
    1,147,391
    
    
    US$
    0.04
 
 (1)
    
    The opening balance as of April 1, 2010 have been adjusted for the two equity
shares for every three equity shares stock dividend approved by the shareholders on June 4, 2010.  As
at March 31,2009
    
    
    
    
    
    
    
    
    
    2010
    
    
    
    
    
    
    
    
    
    2011Weighted
    
    
    
    
    
    
    
    
    
    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
    
    
    1,140
    
    
    
    3
    
    
    Rs.
    254
    
    
    
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    Rs. 489
    
    
    120,000
    
    
    
    61
    
    
    Rs.
    489
    
    
    
    120,000
    
    
    
    49
    
    
    Rs.
    489
    
    
    
    
    
    
    
    
    
    
    Rs.
    US$4  6
    
    
    1,606
    
    
    
    12
    
    
    US$
    4.70
    
    
    
    1,606
    
    
    
    1
    
    
    US$
    4.70
    
    
    
    
    
    
    
    
    
    
    US$
    Rs. 2
    
    
    13,799,549
    
    
    
    44
    
    
    Rs.
    2
    
    
    
    10,261,903
    
    
    
    37
    
    
    Rs.
    2
    
    
    
    15,382,761
    
    
    
    35
    
    
    Rs.
    2US$0.04
    
    
    2,470,641
    
    
    
    51
    
    
    US$
    0.04
    
    
    
    1,765,821
    
    
    
    44
    
    
    US$
    0.04
    
    
    
    3,223,892
    
    
    
    48
    
    
    US$
    0.04
   Expected term
    
    5-7 yearsRisk free interest rates
    
    
    7.36  7.42Volatility
    
    
    35.81  36.21Dividend yield
    
    
    1
    %
 139




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##### Table of Contents



27.
    
    Employee benefits
 a)
    
    Employee costs include:
 Year ended March 31,2009
    
    
    2010
    
    
    2011Salaries and bonus
    
    Rs.
    102,661
    
    
    Rs.
    103,194
    
    
    Rs.
    122,399Employee benefit plansDefined benefit plan
    
    
    310
    
    
    
    276
    
    
    
    469Contribution to provident and other funds
    
    
    2,427
    
    
    
    2,458
    
    
    
    2,907Share based compensation
    
    
    1,868
    
    
    
    1,302
    
    
    
    1,092Rs.
    107,266
    
    
    Rs.
    107,230
    
    
    Rs.
    126,867
 The employee benefit cost is recognized in the following line items in the
statement of income:
 Year ended March 31,2009
    
    
    2010
    
    
    2011Cost of revenues
    
    Rs.
    90,321
    
    
    Rs.
    90,350
    
    
    Rs.
    106,235Selling and marketing expenses
    
    
    10,594
    
    
    
    9,126
    
    
    
    10,860General and administrative expenses
    
    
    6,351
    
    
    
    7,754
    
    
    
    9,772Rs.
    107,266
    
    
    Rs.
    107,230
    
    
    Rs.
    126,867
 b)
    
    Defined benefit plans:
  Year ended March 31,2009
    
    
    2010
    
    
    2011Interest on obligation
    
    Rs.
    135
    
    
    Rs.
    133
    
    
    Rs.
    161Expected return on plan assets
    
    
    (92
    )
    
    
    (122
    )
    
    
    (164
    )Actuarial losses/(gains) recognized
    
    
    (102
    )
    
    
    (63
    )
    
    
    (168
    )Past service cost
    
    
    
    
    
    
    
    
    
    
    254Current service cost
    
    
    369
    
    
    
    328
    
    
    
    386Net gratuity cost/(benefit)
    
    Rs.
    310
    
    
    Rs.
    276
    
    
    Rs.
    469Actual return on plan assets
    
    Rs.
    106
    
    
    Rs.
    138
    
    
    Rs.
    177
   As at March 31,2009
    
    2010
    
    2011Discount rate
    
    
    6.75
    %
    
    
    7.15
    %
    
    
    7.95
    %Expected return on plan assets
    
    
    8
    %
    
    
    8
    %
    
    
    8
    %Expected rate of salary increase
    
    
    5
    %
    
    
    5
    %
    
    
    5
    %
   As at March 31,2009
    
    
    2010
    
    
    2011Defined benefit obligation at the beginning of the year
    
    Rs.
    1,515
    
    
    Rs.
    1,858
    
    
    Rs.
    2,060Acquisitions
    
    
    34
    
    
    
    
    
    
    
    Current service cost
    
    
    369
    
    
    
    328
    
    
    
    386Past service cost
    
    
    
    
    
    
    
    
    
    
    254Interest on obligation
    
    
    135
    
    
    
    133
    
    
    
    161Benefits paid
    
    
    (118
    )
    
    
    (214
    )
    
    
    (230
    )Actuarial losses/(gains)
    
    
    (77
    )
    
    
    (45
    )
    
    
    (155
    )Defined benefit obligation at the end of the year
    
    Rs.
    1,858
    
    
    Rs.
    2,060
    
    
    Rs.
    2,476
 140




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##### Table of Contents



As at March 31,2009
    
    
    2010
    
    
    2011Fair value of plan assets at the beginning of the year
    
    Rs.
    1,244
    
    
    Rs.
    1,416
    
    
    Rs.
    1,967Acquisitions
    
    
    19
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    92
    
    
    
    122
    
    
    
    164Employer contributions
    
    
    154
    
    
    
    625
    
    
    
    473Benefits paid
    
    
    (118
    )
    
    
    (214
    )
    
    
    (230
    )Actuarial gains/(losses)
    
    
    25
    
    
    
    18
    
    
    
    13Fair value of plan assets at the end of the year
    
    
    1,416
    
    
    
    1,967
    
    
    
    2,387Present value of unfunded obligation
    
    Rs.
    (442
    )
    
    Rs.
    (93
    )
    
    Rs.
    (89
    )Recognized liability
    
    Rs.
    (442
    )
    
    Rs.
    (93
    )
    
    Rs.
    (89
    )
  As at March 31,2009
    
    2010
    
    2011Difference between expected and actual developments:of fair value of the obligation
    
    
    (59
    )
    
    
    (84
    )
    
    
    (32
    )of fair value of plan assets
    
    
    26
    
    
    
    18
    
    
    
    15
   Expected contribution to the fund during the year ending March 31, 2012
    
    Rs.
    379Estimated benefit payments from the fund for the year ending March 31:2012
    
    Rs.
    4982013
    
    
    5382014
    
    
    5452015
    
    
    5582016
    
    
    623Thereafter
    
    
    2,590Total
    
    Rs.
    5,352
  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.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.Wipro Cyprus Private Limited
    
    
    
    
    
    CyprusWipro Technologies S.A DE C. V
    
    
    
    Mexico
 141




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##### Table of Contents



Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro 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 Outsourcing Services UK Limited
    
    
    
    U.K.Wipro Technologies (South Africa) Proprietary Limited
    
    
    
    South AfricaWipro Information Technology Netherlands BV
(formerly RetailBox BV)
    
    
    
    NetherlandWipro 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
    
    
    
    
    
    SingaporeWipro Technologies SDN BHD
(Formerly Planet 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 Infrastructure Engineering Machinery (Changzhou) Co., Ltd.
    
    
    
    
    
    China
 
 *
    
    All the above direct subsidiaries are 100% held by the Company except that the
Company hold 66.67% of the equity securities of Wipro Arabia Limited, 90% of the equity securities
of Wipro Chandrika Limited and 74% of the equity securities of Wipro Airport IT Services Limited. (A)
    
    Step Subsidiary details of Wipro Unza Holdings Limited, Wipro
Holding Austria GmbH and Wipro Portugal S.A, are as follows :
 142




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##### Table of Contents



Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Unza Singapore 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
 
 a)
    
    All the above subsidiaries are 100% held by the Company except Shubido Pacific Sdn Bhd
in which the Company holds 62.55% of the equity securities.  Name of entity
    
    Nature
    
    Country of IncorporationWipro Equity Reward Trust
    
    Trust
    
    IndiaWipro Inc Benefit Trust
    
    Trust
    
    USA
  Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationWipro GE Healthcare Private Limited
    
    Associate
    
    49%
    
    IndiaAzim Premji Foundation
    
    Entity controlled by DirectorAzim Premji Trust
    
    Entity controlled by DirectorHasham Premji (partnership firm)
    
    Entity controlled by DirectorPrazim Traders (partnership firm)
    
    Entity controlled by DirectorZash Traders (partnership firm)
    
    Entity controlled by DirectorRegal Investment Trading Company Private Limited
    
    Entity controlled by Director
 143




---



##### Table of Contents



Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationVidya 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(1)- Girish S Paranjape
    
    Jt CEO, IT Business and Director(1)- T K Kurien
    
    CEO, IT Business and Director(2)- Dr. Ashok Ganguly
    
    Non-Executive Director- Narayan Vaghul
    
    Non-Executive Director- Dr. Jagdish N Sheth
    
    Non-Executive Director- P.M Sinha
    
    Non-Executive Director- B.C. Prabhakar
    
    Non-Executive Director- Bill Owens
    
    Non-Executive Director- Dr. Henning Kagermann
    
    Non-Executive Director- Shyam Saran
    
    Non-Executive DirectorRelative of Key management personnel- Rishad Premji
    
    Relative of the Key management personnel
 
 (1)
    
    Up to January 31, 2011(2)
    
    W.e.f February 01,2011  Entities controlled by
    
    Key ManagementTransaction/ Balances
    
    Associate
    
    Directors
    
    Personnel2009
    
    2010
    
    2011
    
    2009
    
    2010
    
    2011
    
    2009
    
    2010
    
    2011Sale of goods and services
    
    
    15
    
    
    
    7
    
    
    
    18
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,418
    
    
    
    4,418
    
    
    
    10,362
    
    
    
    230
    
    
    
    234
    
    
    
    536
    ##Royalty income
    
    
    36
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Key management personnel#Remuneration and short-term benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    175
    
    
    
    260Other benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    34
    
    
    
    30Remuneration to relative of key
management personnel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    4
    
    
    
    5Balances as on March 31,Receivables
    
    
    
    
    
    
    1
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    4
    
    
    
    44
    
    
    
    8
 
 #
    
    Post employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined for the Company as a whole.##
    
    including relative of key management personnel. 29. Commitments and contingencies
 Operating leases:
  As at March 31,2010
    
    
    2011Not later than one year
    
    Rs.
    1,396
    
    
    Rs.
    1,828Later than one year but not later than five years
    
    
    4,319
    
    
    
    5,143Later than five years
    
    
    2,554
    
    
    
    3,294Rs.
    8,269
    
    
    Rs.
    10,265
 144




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##### Table of Contents



Capital commitments:
 Guarantees:
 Contingencies and lawsuits:
      Other commitments:
 30. Segment Information
   145




---



##### Table of Contents



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
    
    
    (10,581
    )
    
    
    (1,361
    )
    
    
    (11,942
    )
    
    
    (4,750
    )
    
    
    (294
    )
    
    
    (327
    )
    
    
    (17,313
    )General and administrative expenses
    
    
    (12,271
    )
    
    
    (667
    )
    
    
    (12,938
    )
    
    
    (1,125
    )
    
    
    (316
    )
    
    
    (131
    )
    
    
    (14,510
    )Operating income of segment
    
    
    40,288
    
    
    
    1,363
    
    
    
    41,651
    
    
    
    2,592
    
    
    
    (294
    )
    
    
    (649
    )
    
    
    43,300Finance expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,824
    )Finance 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
    
    
    
    
    
    
    
    
    
    
    6,192
    
    
    
    377
    
    
    
    268
    
    
    
    111
    
    
    
    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
    
    
    
    1,152
    
    
    
    271,574Cost of revenues
    
    
    (132,144
    )
    
    
    (34,151
    )
    
    
    (166,295
    )
    
    
    (11,805
    )
    
    
    (7,446
    )
    
    
    (753
    )
    
    
    (186,299
    )Selling and marketing expenses
    
    
    (10,213
    )
    
    
    (1,275
    )
    
    
    (11,488
    )
    
    
    (6,470
    )
    
    
    (323
    )
    
    
    (327
    )
    
    
    (18,608
    )General and administrative expenses
    
    
    (12,446
    )
    
    
    (1,015
    )
    
    
    (13,461
    )
    
    
    (1,207
    )
    
    
    (210
    )
    
    
    55
    
    
    
    (14,823
    )Operating income of segment
    
    
    47,687
    
    
    
    1,764
    
    
    
    49,451
    
    
    
    3,102
    
    
    
    (836
    )
    
    
    127
    
    
    
    51,844Finance expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,324
    )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
    
    
    
    
    
    
    
    
    
    
    6,816
    
    
    
    402
    
    
    
    294
    
    
    
    319
    
    
    
    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, 2011ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    234,850
    
    
    
    36,910
    
    
    
    271,760
    
    
    
    27,258
    
    
    
    10,896
    
    
    
    1,073
    
    
    
    310,987Cost of revenues
    
    
    (153,446
    )
    
    
    (32,843
    )
    
    
    (186,289
    )
    
    
    (15,142
    )
    
    
    (10,160
    )
    
    
    (1,217
    )
    
    
    (212,808
    )Selling and marketing expenses
    
    
    (12,642
    )
    
    
    (1,284
    )
    
    
    (13,926
    )
    
    
    (7,514
    )
    
    
    (491
    )
    
    
    (241
    )
    
    
    (22,172
    )General and administrative expenses
    
    
    (15,355
    )
    
    
    (1,174
    )
    
    
    (16,529
    )
    
    
    (1,152
    )
    
    
    (342
    )
    
    
    (316
    )
    
    
    (18,339
    )Operating income of segment
    
    
    53,407
    
    
    
    1,609
    
    
    
    55,016
    
    
    
    3,450
    
    
    
    (97
    )
    
    
    (701
    )
    
    
    57,668Finance expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,933
    )
 146




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##### Table of Contents



Year ended March 31, 2011ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalFinance and other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,652Share of profits of equity accounted investees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    648Profit before tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,035Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,714
    )Profit for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,321Depreciation and amortization expense
    
    
    
    
    
    
    
    
    
    
    7,088
    
    
    
    433
    
    
    
    328
    
    
    
    362
    
    
    
    8,211Total assets
    
    
    
    
    
    
    
    
    
    
    216,511
    
    
    
    27,829
    
    
    
    10,475
    
    
    
    116,628
    
    
    
    371,443Total liabilities
    
    
    
    
    
    
    
    
    
    
    60,998
    
    
    
    5,726
    
    
    
    5,343
    
    
    
    59,005
    
    
    
    131,072Opening capital employed
    
    
    
    
    
    
    
    
    
    
    135,829
    
    
    
    20,074
    
    
    
    7,068
    
    
    
    96,092
    
    
    
    259,063Closing capital employed
    
    
    
    
    
    
    
    
    
    
    159,480
    
    
    
    22,249
    
    
    
    7,418
    
    
    
    104,029
    
    
    
    293,176Average capital employed
    
    
    
    
    
    
    
    
    
    
    147,654
    
    
    
    21,161
    
    
    
    7,243
    
    
    
    100,061
    
    
    
    276,119Return on capital employed
    
    
    
    
    
    
    
    
    
    
    37
    %
    
    
    16
    %
    
    
    (1
    )%
    
    
    
    
    
    
    21
    %Additions to:Goodwill
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54Intangible assets
    
    
    
    
    
    
    
    
    
    
    28
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    36Property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    12,647
    
    
    
    400
    
    
    
    707
    
    
    
    891
    
    
    
    14,645
  Year ended March 31,2009
    
    
    2010
    
    
    2011India
    
    Rs.
    54,945
    
    
    Rs.
    62,179
    
    
    Rs.
    67,904United States
    
    
    115,022
    
    
    
    119,870
    
    
    
    129,217Europe
    
    
    57,109
    
    
    
    56,780
    
    
    
    68,159Rest of the world
    
    
    28,262
    
    
    
    32,745
    
    
    
    45,707Rs.
    255,338
    
    
    Rs.
    271,574
    
    
    Rs.
    310,987
  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, and elimination of inter-segment transactions have
been considered within reconciling items.
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b)
    
    Revenues include excise duty of Rs. 1,054, Rs. 842 and Rs. 1,007 for the year ended March 31,
2009, 2010 and 2011, respectively. For the purpose of segment reporting, the segment revenues
are net of excise duty. Excise duty is reported in reconciling items.c)
    
    For the purpose of segment reporting only, the Company has included the impact of foreign
exchange gains / (losses), net in revenues (which is reported as a part of operating profit
in the statement of income).d)
    
    For evaluating performance of the individual business segments, stock compensation expense is
allocated on the basis of straight line amortization. The incremental impact of accelerated
amortization of stock compensation expense over stock compensation expense allocated to the
individual business segments is reported in reconciling items.e)
    
    For evaluating the performance of the individual business segments, amortization of
intangibles acquired through business combinations are reported in reconciling items.
Accordingly, comparative period information has been reclassifiedf)
    
    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, 2010 and 2011, capital
employed in reconciling items includes Rs. 5,549, Rs. 8,516 and Rs. 12,255, respectively, of
such receivables on extended collection terms.g)
    
    Operating income of segments is after recognition of stock compensation expense arising from
the grant of options:
 Year ended March 31,Segments
    
    2009
    
    
    2010
    
    
    2011IT Services
    
    Rs.
    1,523
    
    
    Rs.
    1,159
    
    
    Rs.
    1,214IT Products
    
    
    112
    
    
    
    93
    
    
    
    90Consumer Care and Lighting
    
    
    76
    
    
    
    71
    
    
    
    112Others
    
    
    21
    
    
    
    18
    
    
    
    31Reconciling items
    
    
    136
    
    
    
    (39
    )
    
    
    (355
    )Total
    
    Rs.
    1,868
    
    
    Rs.
    1,302
    
    
    Rs.
    1,092
 h)
    
    Management believes that it is currently not practicable to provide disclosure of
geographical location wise assets, since the meaningful segregation of the available
information is onerous.
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##### Table of Contents



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 Act13.1
    
    
    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 6-K filed on July 6,
2010. 149




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SIGNATURES
   Bangalore, India
    
    /s/ Azim H. Premji
    
    
    
    /s/ Suresh C. SenapatyDate: June 16, 2011
    
    Azim H. Premji,
    
    
    
    Suresh C. Senapaty,Chairman and Managing Director
    
    
    
    Chief Financial Officer and Director
 
 150