##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
 FORM
20-F/A
 
 
 (Amendment
No. 1)
 
  o
    
    Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended March 31, 2010o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from  too
    
    Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of event requiring this shell company report
 Commission File Number 001-16139
 WIPRO LIMITED
  Not Applicable
 
 Bangalore, Karnataka, India
 
 Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0055
 
 Suresh
C. Senapaty, Chief Financial Officer and Director
Phone: +91 80 28440055; Fax: +91 80 28440104
 
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredAmerican Depositary Shares, each represented by one 
Equity Share, par value Rs. 2 per share.
    
    New York Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:None
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 Not Applicable
 
 Equity Shares.
  þ o
  o þ
   þ o
  o o
  Large Accelerated Filer þ
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
  U.S.
GAAP        o
    
    International Financial Reporting
    þ
    Other
oStandards as issued by the InternationalAccounting Standards Board
  o o
  o þ




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TABLE OF CONTENTS
 
 Part I Item 3. Risk Factors

4Item 5. Operating and Financial Review and Prospects

18Item 6. Directors, Senior Management and Employees

35Item 7. Major Shareholders and Related Party Transactions

44Part II Item 15. Controls and Procedures

46Part III EX-12.1EX-13.1
 
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EXPLANATORY NOTE
  
    
    The risk factor entitled If the Securities and Exchange Commission were to disagree
with the conclusion of KPMG India and our Audit Committee that KPMG India is independent
for purposes of its audit of Wipro, certain of our financial statements might have to be
re-audited by a new independent registered public accounting firm;
    
    Item 5 under the heading Recent Developments
and the subheading Audit Committee Investigation;
    
    Item 5 under the heading Recent Developments and subheading Findings and
Conclusions;
    
    Item 5 under the heading Trend Information and subheading Goodwill Impairment
Testing;
    
    Item 6, under the heading Compensation and subheading Director Compensation;
    
    Item 6, under the heading Compensation and subheading Executive Compensation;
    
    Item 7, under the heading Related Party Transactions;
    
    Item 15, under the heading Disclosure controls and
procedures;
    
    Item 15, under the heading MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING; and
    
    Item 15, under the heading Change in internal controls over financial reporting.
  
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RISK FACTORS
  Risks Related to our Company and our Industry
 Our revenues and expenses are difficult to predict because they can fluctuate significantly
given the nature of the markets in which we operate. This increases the likelihood that our results
could fall below the expectation of market analysts, which could cause the market price of our
equity shares and ADSs to decline.
  
    
    the size, complexity, timing, pricing terms and profitability of significant
projects or product orders;
    
    changes in our pricing policies or those of our competitors;
    
    the proportion of services we perform at our clients sites rather than at our
offshore facilities;
    
    seasonal changes that affect the mix of services we provide to our clients or the
relative proportion of services and product revenue;
    
    seasonal changes that affect purchasing patterns among our consumers of desktops,
notebooks, servers, communication devices, consumer care and other products;
    
    unanticipated cancellations, contract terminations or deferral of projects or those
occurring as a result of our clients reorganizing their operations;
    
    the duration of tax holidays or exemptions and the availability of other Government
of India incentives;
    
    the effect of seasonal hiring patterns and the time we require to train and
productively utilize our new employees;
    
    unanticipated variations in the duration, size and scope of our projects, as well as
changes in the corporate decision-making process of our clients;
    
    currency exchange fluctuations; and
    
    other economic and political factors.
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If we do not continue to improve our administrative, operational and financial personnel and
systems to manage our growth, the value of our shareholders investment may be harmed.
  
    
    recruiting and retaining sufficiently skilled technical, marketing and management
personnel;
    
    adhering to our high quality standards;
    
    maintaining high levels of client satisfaction;
    
    developing and improving our internal administrative infrastructure, particularly
our financial, operational, communications and other internal systems; and
    
    preserving our culture, values and entrepreneurial environment.
  Intense competition in the market for IT and ITES services could adversely affect our cost
advantages, and, as a result, decrease our revenues.
  We may face difficulties in providing end-to-end business solutions for our clients that could
cause clients to discontinue their work with us, which in turn could harm our business.
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Our success depends in large part upon the ability of our management team and other highly
skilled professionals. If we fail to retain and attract these personnel, our business may be unable
to grow and our revenue could decline, which may decrease the value of our shareholders
investment.
   Exchange rate fluctuations in various currencies in which we do business, could negatively
impact our revenue and operating results.
   Our revenues are highly dependent on clients primarily located in the United States and
Europe, as well as on clients concentrated in certain industries, and economic slowdowns or factors
that affect the economic health of the United States, Europe or these industries may affect our
business.
    Our IT Services revenue depends to a large extent on a small number of clients, and our
revenue could decline if we lose a major client.
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Restrictions on immigration in the U.S. may affect our ability to compete for and provide
services to clients in the United States, which could hamper our growth and cause our revenue to
decline.
       Our global operations expose us to numerous and sometimes conflicting legal and regulatory
requirements, and violation of these regulations could harm our
business.
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Legislation
in certain countries in which we operate, including the United States, may
restrict companies in those countries from outsourcing work to us.
   We focus on high-growth industries, such as networking and communications. Any decrease in
demand for technology in such industries may significantly decrease the demand for our services,
which may impair our growth and cause our revenue to decline.
  Our failure to complete fixed-price, fixed-timeframe contracts on budget and on time may
negatively affect our profitability, which could decrease the value of our shareholders
investment.
  Disruptions in telecommunications could harm our service model, which could result in a
reduction of our revenue.
  We may be liable to our clients for damages caused by disclosure of confidential information
or system failures.
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We are investing substantial cash assets in new facilities and physical infrastructures and
our profitability could be reduced if our business does not grow proportionately.
  Our international operations subject us to risks inherent in doing business on an
international level that could harm our operating results.
  Our business will suffer if we fail to anticipate and develop new services and enhance
existing services in order to keep pace with rapid changes in technology and the industries on
which we focus.
  Most of our client contracts can typically be terminated without cause and with little or no
notice or penalty, which could negatively impact our revenue and profitability.
  
    
    financial difficulties for a client;
    
    a change in strategic priorities, resulting in a reduced level of IT spending;
    
    a demand for price reductions; and
    
    a change in outsourcing strategy by moving more work to client in-house IT
departments or to our competitors.
 We may engage in future acquisitions, investments, strategic partnerships or other ventures
that may harm our performance, dilute our shareholders ownership and cause us to incur debt or
assume contingent liabilities.
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Some of our long-term client contracts contain benchmarking provisions which, if triggered
could result in lower contractual revenues and profitability in the future.
  We may be liable to our clients for damages caused by system failures, which could damage our
reputation and cause us to lose customers.
  Customers may subject us to litigation to seek damages for deficient services or for violating
intellectual property rights.
  Compliance with new and changing corporate governance and public disclosure requirements adds
uncertainty to our compliance policies and increases our costs of compliance.
      If we fail to or are unable to
implement and maintain effective internal controls over our financial reporting, the accuracy and
timeliness of our financial reporting may be adversely affected.
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If we are unable to collect our receivables from or invoice our unbilled services to our
clients, our results of operations and cash flows could be adversely affected.
  If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
  Our profitability could suffer if we are not able to maintain favorable utilization rates.
  
    
    our ability to transition employees from completed projects to new assignments and
to hire and assimilate new employees;
    
    our ability to forecast demand for our services and thereby maintain an appropriate
headcount in each of our geographies and workforces;
    
    our ability to manage attrition; and
    
    our need to devote time and resources to training, professional development and
other non-chargeable activities.
 Our work with government clients exposes us to additional risks inherent in the government
contracting environment.
  
    
    Government entities often reserve the right to audit our contract costs, including
allocated indirect costs, and conduct inquiries and investigations of our business practices with
respect to our government contracts. If the client finds that the costs are not reimbursable, then
we will not be allowed to bill for them, or the cost must be refunded to the client if
it has already been paid to us. Findings from an audit also may result in our being required
to prospectively adjust previously agreed rates for our work and may affect our future margins.
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
    
    If a government client discovers improper or illegal activities in the course of
audits or investigations, we may become subject to various civil and criminal penalties and
administrative sanctions, which may include termination of contracts, forfeiture of profits,
suspension of payments, fines and suspensions or debarment from doing business with other agencies
of that government. The inherent limitations of internal controls may not prevent or detect all
improper or illegal activities, regardless of their adequacy. Additionally, an allegation of
improper activity, even if not proven, could result in adverse publicity and damage to our
reputation and business.
    
    Government contracts, and the proceedings surrounding them, are often subject to more
extensive scrutiny and publicity than contracts with commercial clients. Negative publicity related
to our government contracts, regardless of its accuracy, may further damage our business by
affecting our ability to compete for new contracts.
    
    Political and economic factors such as pending elections, changes in leadership among
key executive or legislative decision makers, revisions to governmental tax policies and reduced
tax revenues can affect the number and terms of new government contracts signed.
  We are exposed to fluctuations in the market values of our investment portfolio.
  We are exposed to fluctuations in the interest rates for our borrowings.
  Our financial condition and results of operations may be harmed if we do not successfully
reduce market risks through the use of derivative financial instruments.
   Managements use of estimates may affect our income and financial position.
  If the Securities and Exchange Commission were to disagree with the conclusion of KPMG India
and our Audit Committee that KPMG India is independent for purposes of its audit of Wipro, certain
of our financial statements might have to be re-audited by a new independent registered public
accounting firm.
 
  
 
  
  Risks Related to Investments in Indian Companies and International Operations Generally.
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Wages in India have historically been lower than wages in the United States and Europe, which
has been one of our competitive advantages. Wage increases in India may prevent us from sustaining
this competitive advantage and may reduce our profit margins.
  We would realize lower tax benefits if the special tax holiday scheme for units set up in
special economic zones is substantially modified.
   Our profit for the period would decrease if the Government of India imposes additional taxes
or withdraws or reduces tax benefits or other incentives.
    In the event that the Government of India or the government of another country changes its tax
policies in a manner that is adverse to us, our tax expense may materially increase, reducing our
profitability.
  13




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We operate in jurisdictions that impose transfer pricing and other tax-related regulations on
us, and any failure to comply could materially and adversely affect our profitability.
  Terrorist attacks or a war could adversely affect our business, results of operations and
financial condition.
  The markets in which we operate are subject to the risk of earthquakes, floods and other
natural disasters.
  Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
  14




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Political considerations in the Indian Government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India in general, which could in return impact
our financial results and prospects.
   Indian law limits our ability to raise capital outside India and may limit the ability of
others to acquire us, which could prevent us from operating our business or entering into a
transaction that is in the best interests of our shareholders.
  Our ability to acquire companies organized outside India depends on the approval of the
Government of India. Our failure to obtain approval from the Government of India for acquisition of
companies organized outside India may restrict our international growth, which could negatively
affect our revenue.
  
    
    if the transaction consideration is paid in cash, up to 400% of the networth of the
acquiring Company;
    
    If the acquisition is funded with cash from the acquiring companys existing foreign
currency accounts or with cash proceeds from the issue of ADRs/GDRs; or
    
    if the transaction consideration is paid in stock (i.e., by issue of ADRs/GDRs), up
to ten times the acquiring companys previous fiscal years export earnings.
  It may be difficult for you to enforce any judgment obtained in the United States against us,
the selling shareholders or our affiliates.
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The laws of India do not protect intellectual property rights to the same extent as those of
the United States, and we may be unsuccessful in protecting our intellectual property rights.
Unauthorized use of our intellectual property may result in development of technology, products or
services which compete with our products. We may also be subject to third-party claims of
intellectual property infringement.
    Risks Related to the ADSs
 Sales of our equity shares may adversely affect the prices of our equity shares and the
ADSs.
  An active or liquid trading market for our ADSs is not assured.
  Indian law imposes foreign investment restrictions that limit a holders ability to convert
equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market
price of our equity shares.
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An investor in our ADSs may not be able to exercise preemptive rights for additional shares
and may thereby suffer dilution of his or her equity interest in us.
  ADS holders may be restricted in their ability to exercise voting rights.
  We may be classified as a passive foreign investment company, which could result in adverse
United States federal income tax consequence to U.S. holders.
  
 
 17




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Item 5. Operating and Financial Review and Prospects
  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
 forward-looking
 Forward-Looking
 forward-looking
 18




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Overview
    Recent Developments
 Audit committee investigation
  
  
 Findings and conclusions
 
  
         Results of Operations
  Wipro Limited and subsidiariesYear onYears ended March 31,
    
    Year2009
    
    2010
    
    change(in millions except earningsper share data)Revenue
    
    Rs.
    255,338
    
    
    Rs.
    271,241
    
    
    
    6.23
    %Cost of revenue
    
    
    (180,215
    )
    
    
    (186,299
    )
    
    
    3.38
    %Gross profit
    
    
    75,123
    
    
    
    84,942
    
    
    
    13.07
    %Selling and marketing expenses
    
    
    (17,313
    )
    
    
    (18,608
    )
    
    
    7.48
    %General and administrative expenses
    
    
    (14,510
    )
    
    
    (14,823
    )
    
    
    2.16
    %Operating income
    
    
    43,300
    
    
    
    51,511
    
    
    
    18.96
    %Profit attributable to equity holders
    
    
    38,761
    
    
    
    45,931
    
    
    
    18.50
    %(1)As a Percentage of Revenue:Selling and marketing expenses
    
    
    6.78
    %
    
    
    6.86
    %
    
    
    (8
    ) bpsGeneral and administrative
expenses
    
    
    5.68
    %
    
    
    5.46
    %
    
    
    22
    bpsGross margins
    
    
    29.42
    %
    
    
    31.32
    %
    
    
    190
    bpsOperating Margin
    
    
    16.96
    %
    
    
    18.99
    %
    
    
    203
    bpsEarnings per shareBasic
    
    
    15.99
    
    
    
    18.91Diluted
    
    
    15.90
    
    
    
    18.75
 
 (1)
    
    Our adjusted non-GAAP profit for the year ended March 31, 2010 is Rs. 45,862, an
increase of 17.83% over the year ended March 31, 2009. See discussion below.  19




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Year ended March 31,2009
    
    2010(In Percentage)Revenue:IT Services and ProductsIT Services
    
    
    75
    
    
    
    75IT Products
    
    
    13
    
    
    
    14Total
    
    
    88
    
    
    
    89Consumer Care and Lighting
    
    
    8
    
    
    
    8Others, including reconciling items
    
    
    4
    
    
    
    3100
    
    
    
    100Operating Income:IT Services and ProductsIT Services
    
    
    93
    
    
    
    92IT Products
    
    
    3
    
    
    
    3Total
    
    
    96
    
    
    
    95Consumer Care and Lighting
    
    
    6
    
    
    
    6Others, including reconciling items
    
    
    (2
    )
    
    
    (1
    )100
    
    
    
    100
    Year ended March 31,2009
    
    
    2010Profit attributable to equity holders
for the year as per
IFRS
    
    Rs.
    38,761
    
    
    Rs.
    45,931Adjustments:Accelerated amortization of stock
options that vest in a graded
manner
    
    
    161
    
    
    
    (69
    )Adjusted non-GAAP profit
    
    Rs.
    38,922
    
    
    Rs.
    45,862
    20




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Results of operations for the years ended March 31, 2010 and 2009
 §
    
    Our total revenues increased by 6.23%. This was driven primarily by a 17%, 11% and
6% increase in revenue from our Consumer Care and Lighting, IT Products and IT Services
business segments respectively. This increased revenue was partially offset by a
decline in revenue from our Others segment, including reconciling items.§
    
    Our gross profit as percentage of our total revenue increased by 190 basis points
(bps). This was primarily on account of an increase in gross profit as a percentage of
revenue from our Consumer Care and Lighting segment by 374 bps, an increase in gross
profit as a percentage of revenue from our IT Services segment by 179 bps and an
increase in gross profit as a percentage of revenue from our IT Products segment by 72
bps. This increase was partially offset by a decline in gross profit as a percentage of
revenue from our Others segment, including reconciling items.§
    
    Our selling and marketing expenses as a percentage of revenue increased marginally
from 6.78% for the year ended March 31, 2009 to 6.86% for the year ended March 31,
2010. In absolute terms selling and marketing expenses increased by 7.48%, primarily
due to an increase in the Consumer Care and Lighting segment. This increase was
partially offset by a decline in the IT Products segment, IT Services segment and
Others segment, including reconciling items.§
    
    Our general and administrative expenses as a percentage of revenue decreased from
5.68% for the year ended March 31, 2009 to 5.46% for the year ended March 31, 2010. In
absolute terms general and administrative expenses increased by 2.16%, primarily due to
increased expenses in the IT Services segment, IT Products segment and Consumer Care
and Lighting segment. This increase was partially offset by a decline in the Others
segment, including reconciling items.§
    
    As a result of the foregoing factors, our operating income increased by 18.96%, from
Rs. 43,300 for the year ended March 31, 2009 to Rs. 51,511 for the year ended March 31,
2010.§
    
    Our finance expenses declined from Rs. 3,824 for the year ended March 31, 2009 to
Rs. 991 for the year ended March 31, 2010. This is primarily due to lower interest
rates on our loans and borrowings during the year ended March 31, 2010 as compared to
year ended March 31, 2009.§
    
    Our finance and other income declined from Rs. 5,057 for the year ended March 31,
2009 to Rs. 4,360 for the year ended March 31, 2010. Our dividend income declined by Rs
823 during the year ended March 31, 2010 as compared to year ended March 31, 2009. This
was partially offset by an increase of Rs 646 in the interest income during the same
period.§
    
    Our income taxes increased by Rs. 3,259, from Rs. 6,035 for the year ended March 31,
2009 to Rs. 9,294 for the year ended March 31, 2010. Adjusted for tax write-backs our
effective tax rate increased from 12.6% for the year ended March 31, 2009 to 16.9% for
the year ended March 31, 2010. The increase is primarily attributable to increase in
proportion of income subject to income taxes.§
    
    Our equity in earnings of affiliates for the years ended March 31, 2009 and 2010 was
Rs. 362 and Rs. 530, respectively. Equity in earnings of affiliates primarily relates
to the equity in earnings of Wipro GE.§
    
    As a result of the foregoing factors, our profit attributable to equity holders
increased by Rs. 7,170, or 18.50%, from Rs. 38,761 for the year ended March 31, 2009 to
Rs. 45,931 for the year ended March 31, 2010.
 Segment Analysis
 IT Services
  21




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Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    191,613
    
    
    Rs.
    202,490
    
    
    
    5.68
    %Gross profit
    
    
    63,140
    
    
    
    70,346
    
    
    
    11.41
    %Selling and marketing expenses
    
    
    (10,672
    )
    
    
    (10,492
    )
    
    
    (1.69
    )%General and administrative expenses
    
    
    (12,271
    )
    
    
    (12,446
    )
    
    
    1.43
    %Operating income
    
    
    40,197
    
    
    
    47,408
    
    
    
    17.94
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    5.57
    %
    
    
    5.18
    %
    
    
    39
    bpsGeneral and administrative expenses
    
    
    6.40
    %
    
    
    6.15
    %
    
    
    25
    bpsGross margin
    
    
    32.95
    %
    
    
    34.74
    %
    
    
    179
    bpsOperating margin
    
    
    20.98
    %
    
    
    23.41
    %
    
    
    243
    bps
  Results of operations for the years ended March 31, 2010 and 2009
 §
    
    Our revenue from IT Services increased by 5.68%. In USD terms our revenue increased
by 1.55% from $4,323 million to $4,390 million. Our average USD/INR realization
increased from Rs. 44.32 for the year ended March 31, 2009 to Rs. 46.12 for the year
ended March 31, 2010.This increase of 1.55% was primarily due to a 14% increase in revenue from healthcare
and services, a 13% increase in revenue from energy and utilities services, a 11%
increase in revenue from CMSP services, an 8% increase in revenue from retail and
transportation services and a 2% increase in revenue from financial services. These
increases were partially offset by an 19% decline in revenue from technology services
and 13% decline from telecom services. In our IT Services segment, we added 121 new
clients during the year ended March 31, 2010.§
    
    Our gross profit as a percentage of our revenue from our IT Services segment
increased by 179 bps. The improvement in gross margin as percentage of revenue is
primarily on account of improvement in average USD/INR realization and improvement in
utilization rates during the year ended March 31, 2010 as compared to year ended March
31, 2009.Our average utilization of billable employees improved from 69.1% for the year ended
March 31, 2009 to 71.5% for the year ended March 31, 2010. Further, the onsite price
realization improved approximately 3.68% during the year ended March 31, 2010. These
increases were partially offset by a decline in off-shore price realization by
approximately 1.42% and an increase in personnel cost due to increased compensation as
part of our annual compensation review.§
    
    Selling and marketing expenses as a percentage of revenue from our IT Services
segment declined from 5.57% for the year ended March 31, 2009 to 5.18% for the year
ended March 31, 2010. This decline is primarily attributable to cost rationalization
measures adopted by the company; for example we used video conferencing and virtual
meeting tools to reduce our travel spends.§
    
    General and administrative expenses as a percentage of revenue from our IT Services
segment declined from 6.40% for the year ended March 31, 2009 to 6.15% for the year
ended March 31, 2010. This decline is primarily attributable to higher provision for
doubtful debts during the year ended March 31, 2009 as compared to March 31, 2010.§
    
    As a result of the above, operating income of our IT Services segment increased by
17.94%.
 IT Products
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Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    34,277
    
    
    Rs.
    38,205
    
    
    
    11.46
    %Gross profit
    
    
    3,391
    
    
    
    4,054
    
    
    
    19.55
    %Selling and marketing expenses
    
    
    (1,361
    )
    
    
    (1,275
    )
    
    
    (6.32
    )%General and administrative expenses
    
    
    (667
    )
    
    
    (1,015
    )
    
    
    52.17
    %Operating income
    
    
    1,363
    
    
    
    1,764
    
    
    
    29.42
    %As a Percentage of Revenue:Selling and marketing
expenses
    
    
    3.97
    %
    
    
    3.34
    %
    
    
    63
    bpsGeneral and administrative
expenses
    
    
    1.95
    %
    
    
    2.66
    %
    
    
    (71
    ) bpsGross margin
    
    
    9.89
    %
    
    
    10.61
    %
    
    
    72
    bpsOperating margin
    
    
    3.98
    %
    
    
    4.62
    %
    
    
    64
    bps
  Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our revenue from the IT Products segment increased by 11.46% primarily due to higher
demand for IT Products in India and Middle East markets, for both traded and
manufactured products.
    
    Our gross profit as a percentage of our revenue of our IT products segment increased
by 72 bps. Our gross margin as a percentage of revenue increased both in traded and
manufactured product. This increase is primarily due to an increase in the proportion
of revenues from outsourcing and system integration contracts, which are higher value
added offerings.
    
    Selling and marketing expenses as a percentage of revenue from our IT Products
segment declined marginally from 3.97% for the year ended March 31, 2009 to 3.34% for
the year ended March 31, 2010. In absolute terms selling and marketing expenses
declined by Rs. 86.
    
    General and administrative expenses as a percentage of revenue from our IT Products
segment increased from 1.95% for the year ended March 31, 2009 to 2.66% for the year
ended March 31, 2010. In absolute terms general and administrative expenses increased
by Rs. 348.
    
    As a result of the above, operating income of our IT products segment increased by
29.42%.
 Consumer Care and Lighting
  Year ended March 31,
    
    Year on Year2009
    
    2010
    
    changeRevenue
    
    Rs.
    19,249
    
    
    Rs.
    22,584
    
    
    
    17.33
    %Gross profit
    
    
    8,467
    
    
    
    10,779
    
    
    
    27.31
    %Selling and marketing expenses
    
    
    (4,750
    )
    
    
    (6,492
    )
    
    
    36.67
    %General and administrative expenses
    
    
    (1,125
    )
    
    
    (1,207
    )
    
    
    7.29
    %Operating income
    
    
    2,592
    
    
    
    3,080
    
    
    
    18.83
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    24.68
    %
    
    
    28.75
    %
    
    
    (407
    ) bpsGeneral and administrative
expenses
    
    
    5.84
    %
    
    
    5.34
    %
    
    
    50
    bpsGross margin
    
    
    43.99
    %
    
    
    47.73
    %
    
    
    374
    bpsOperating margin
    
    
    13.47
    %
    
    
    13.64
    %
    
    
    17
    bps
 23




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##### Table of Contents



Results of operations for the years ended March 31, 2010 and 2009
 
    
    Our Consumer Care and Lighting revenue increased by 17.33%. This increase is
attributable to an increase of approximately 16.16% in revenue from consumer products
sold in Indian markets and an increase of approximately 14.34% in revenue from personal
care products sold in south-east Asian markets. Further, our acquisition of Yardley
contributed an additional 1.7% of our total revenue from the Consumer Care and Lighting
segment.The growth in revenues in Indian markets is primarily due to an increase in revenue from
toilet soap products partially offset by a decline in revenues from lighting and
furniture products.
    
    Our gross profit as a percentage of our revenues from the Consumer Care and Lighting
segment increased by 374 bps. The expansion in gross margins is primarily due to a
decrease in major input costs and a change in the mix of products sold in favor of
products which typically have higher gross margins in both Indian and South Asian
markets.
    
    Selling and marketing expense as a percentage of revenue from our Consumer Care and
Lighting segment increased from 24.68% for the year ended March 31, 2009 to 28.75% for
the year ended March 31, 2010. This increase is primarily due to higher brand promotion
and advertisement spends in select geographies to further establish and expand our
market base for our new personal care brands.
    
    General and administrative expense as a percentage of revenue from our Consumer Care
and Lighting segment declined from 5.84% for the year ended March 31, 2009 to 5.34% for
the year ended March 31, 2010. In absolute terms general and administrative expenses
increased by Rs. 82. This increase is primarily due to increased expenses incurred by
our India operations.
    
    As a result of the above, operating income from our Consumer Care and Lighting
increased by 18.83%.
 Others, including reconciling items
 Results of operations for the years ended March 31, 2010 and 2009
 
    
    Revenue from our Others segment, including reconciling items, decreased by 21.93%,
from Rs. 10,199 for the year ended March 31, 2009 to Rs. 7,962 for the year ended March
31, 2010. The decline in revenue is attributable to a slowdown in the global markets
which has impacted the market for infrastructure engineering products in India and
Europe.
    
    Operating income/(loss) from our Others segment, including reconciling items,
decreased from Rs. (852) for the year ended March 31, 2009 to Rs. (741) for the year
ended March 31, 2010. This decrease is primarily due to the abolishment of the Fringe
Benefit Tax in accordance with the Finance Act (No. 2), 2009. The FBT expense during
the year ended March 31, 2009 was Rs. 412 recorded under reconciling items. The
decrease was partially offset by higher losses in our hydraulic cylinders and tipping
gear systems business during the year ended March 31, 2010, primarily due to
contraction in the sales volume of the infrastructure engineering business due to the
slowdown in the global market.
 24




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##### Table of Contents



Acquisitions
    Foreign exchange gains / (losses), net
  
    
    exchange differences arising from the translation or settlement of transactions in
foreign currency, except for exchange differences on debt denominated in foreign
currency (which are reported within finance expense, net); and
    
    the changes in fair value for derivatives not designated as hedging derivatives and
ineffective portion of the hedging instruments. For forward foreign exchange contracts
which are designated and effective as cash flow hedges, the marked to market gains and
losses are deferred and reported as a component of other comprehensive income in
stockholders equity and subsequently recorded in the income statement when the hedged
transactions occur, along with the hedged items.
 Finance expense
 
    
    Our finance expense comprise interest expense on borrowings, impairment losses
recognized on financial assets, gains / losses on translation or settlement of foreign
currency borrowings and changes in fair value and gains / losses on settlement of
related derivative instruments. Borrowing costs are recognized in the statement of
income using the effective interest method.
 Finance and other income
 
    
    Our finance and other income comprises interest income on deposits, dividend income
and gains on disposal of available-for-sale financial assets. Interest income is
recognized using the effective interest method. Dividend income is recognized when the
right to receive payment is established.
  Wipro GE Medical Systems Private Limited. (Wipro GE).
 Income Taxes
   25




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Software Technology and Hardware Technology Parks.
 Special Economic Zone.
        Liquidity and Capital Resources
  26




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##### Table of Contents



Year onYear ended March 31,
    
    Year2009
    
    2010
    
    ChangeNet cash provided by/(used in) continuing operations:Operating activities
    
    Rs.
    36,099
    
    
    Rs.
    50,998
    
    
    Rs.
    14,899Investing activities
    
    
    (24,183
    )
    
    
    (33,815
    )
    
    
    (9,632
    )Financing activities
    
    
    (3,259
    )
    
    
    (601
    )
    
    
    2,658Net change in cash and cash equivalents
    
    
    8,657
    
    
    
    16,582
    
    
    
    7,925Effect of exchange rate changes on cash and cash
equivalent
    
    
    663
    
    
    
    (1,258
    )
    
    
    (1,921
    )
 short-term short-term
           27




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Off-Balance Sheet Arrangements
  Contractual obligations
  Total
    
    Payments due incontractual
   
    
    2015-16Particulars
    
    payment
    
    2010-11
    
    2011-13
    
    2013-15
    
    onwardsShort-term borrowings
    
    
    43,836
    
    
    
    43,836
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    17,963
    
    
    
    340
    
    
    
    17,501
    
    
    
    108
    
    
    
    14Obligations under capital leases
    
    
    712
    
    
    
    228
    
    
    
    268
    
    
    
    157
    
    
    
    59Estimated interest payment(1)
    
    
    1,473
    
    
    
    356
    
    
    
    1,083
    
    
    
    31
    
    
    
    3Capital commitments
    
    
    2,782
    
    
    
    2,782
    
    
    
    
    
    
    
    
    
    
    
    Non-cancelable operating lease
obligation
    
    
    8,269
    
    
    
    1,396
    
    
    
    2,593
    
    
    
    1,726
    
    
    
    2,554Purchase obligations
    
    
    5,110
    
    
    
    5,110
    
    
    
    
    
    
    
    
    
    
    
    Other non-current liabilities(2)
    
    
    266
    
    
    
    
    
    
    
    266
    
    
    
    
    
    
    
    
  
 (1)
    
    Interest payments for long-term fixed rate debts have been calculated based
on applicable rates and payment dates.Interest payments on floating rate
debt have been calculated based on the payment dates and implied forward interest rates
as of March 31, 2010 for each relevant debt instrument.(2)
    
    Other non-current liabilities in the statement of financial position include
Rs. 2,967 in respect of employee benefit obligation and Rs. 3,065 towards uncertain tax
position. For these amounts the extent of the amount and timing of repayment/settlement
is not reliably estimatable or determinable at present and accordingly have not been
disclosed in the table above. Research and Development
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Trend Information
 IT Services.
     
    
    Our limited ability to increase prices;
    
    Increases in salaries, a cost which accounts for a major part of our expense line;
and
    
    The impact of exchange rate fluctuations on our rupee realizations
  
    
    Investing in customer relationship teams to penetrate deeper and offer a wide range
of services;
    
    strengthening our delivery model;
    
    developing cost containment initiatives and driving higher employee productivity;
    
    aligning our resources to expected demand; and
    
    increasing the utilization of our IT professionals.
 IT Products.
  Consumer Care and Lighting.
  29




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Dividends.
 New accounting standards not yet adopted
 IFRS 3, Business Combinations (IFRS 3,
(2008)) IAS 27 Consolidated and Separate Financial Statements (IAS 27, (2008))
 IAS 39, Financial Instruments: Recognition and
Measurement: Eligible Hedged Items (IAS 39)
 Improvements to IFRSs  a collection of amendments to twelve
International Financial Reporting Standards .
   Exemptions to which we have availed in accordance with IFRS 1, First time adoption of IFRS
 Exemptions from retrospective application
  a.
    
    Business combinations  We have applied the exemption as provided in IFRS 1 towards
non-application of IFRS 3, Business Combinations to business combinations consummated prior
to April 1, 2008 (Transition Date). Accordingly, the business combinations prior to the
transitions date have been accounted for as per Previous GAAP.b.
    
    Share-based payment exemption  We have applied the shared based payment exemption on
application of IFRS 2, Share based payment, to only grants made after November 7, 2002,
which remained unvested as of the transition date.c.
    
    Borrowing costs  We have capitalized the borrowing cost in respect of qualifying
assets prior to the transition date.
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Exceptions from retrospective application
 a)
    
    Hedge accounting  We followed the hedge accounting under Previous GAAP which is
aligned to IFRS. Accordingly, this exception of not reflecting in its opening IFRS
statement of financial position a hedging relationship of a type that does not qualify for
hedge accounting under IAS 39, is not applicable to us.b)
    
    Estimates exception  Upon an assessment of the estimates made under Previous GAAP, we
concluded that there was no necessity to revise such estimates under IFRS, except where
estimates were required by IFRS and not required by Previous GAAP.
 Critical accounting policies
   Revenue:
  -
    
    software development and maintenance services;-
    
    BPO services; and-
    
    Sale of IT and other products.
 a)
    
    Services:We recognize revenue when the significant terms of the arrangement are enforceable,
services are being delivered and the collectability is reasonably assured. The method for
recognizing revenues and costs depends on the nature of the services rendered:
 (i)
    
    Time and materials contracts:Revenues and costs relating to time and
materials contracts are recognized as the related services are rendered.(ii)
    
    Fixed-price contracts:Revenues from fixed-price contracts, including
systems development and integration contracts are recognized using the
percentage-of-completion method. Percentage of completion is determined based on
direct project costs incurred to date as a percentage of total estimated project
costs required to complete the project. The cost expended (or input) method has been
used to measure progress towards completion as there is a direct relationship between
input and productivity. Costs which relate to future activity on the contract are
recognized as contract work in progress. If we do not have a sufficient basis to
measure the progress of completion or to estimate the total contract revenues and
costs, revenue is recognized only to the extent of contract cost incurred for which
recoverability is probable. When total cost estimates exceed revenues in an
arrangement, the estimated losses are recognized in the income statement in the
period in which such losses become probable based on the current contract estimates.Unbilled revenues represent cost and earnings in excess of billings as at the end of
the reporting period. Unearned revenues included in other current liabilities
represent billing in excess of revenue recognized.(iii)
    
    Maintenance contract: Revenue from maintenance contracts is recognized
ratably over the period of the contract using the percentage of completion method.
 b)
    
    Products:Revenue from products are recognized when:
 -
    
    we have transferred the significant risks and rewards of ownership to the
buyer;-
    
    continuing managerial involvement usually associated with ownership and
effective control have ceased;
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-
    
    amount of revenue can be measured reliably;-
    
    it is probable that economic benefits associated with the transaction will flow to the Company; and-
    
    costs incurred or to be incurred in respect of the transaction can be measured reliably.
 c)
    
    Multiple element arrangements:We allocate revenue to each separately identifiable component
of the transaction based on the guidance in IAS 18. We allocate the arrangement consideration
to separately identifiable components based on their relative fair values or on the residual
method. Fair values are determined based on sale prices for the components when it is
regularly sold separately, third-party prices for similar components or cost plus, an
appropriate business-specific profit margin related to the relevant component.
 d)
    
    Others:The company accounts for volume discounts and pricing incentives to customers by
reducing the amount of discount from the amount of revenue recognized at the time of sale.
  Income tax:
  a)
    
    Current income tax:As part of the process of preparing our consolidated financial
statements we are required to estimate our income taxes in each of the jurisdictions in which
we operate. We are subject to tax assessments in each of these jurisdictions. A tax
assessment can involve complex issues, which can only be resolved over extended time periods.
Though we have considered all these issues in estimating our income taxes, there could be an
unfavorable resolution of such issues that may affect results of our operations.Current income tax for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities based on the taxable income for that
period. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date.b)
    
    Deferred income tax:We recognize deferred income tax using the balance sheet approach.
Deferred tax is recognized on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
We recognize a deferred tax asset only to the extent that it is probable that future taxable
profits will be available against which the deductible temporary differences and tax loss
carry forwards can be utilized.The measurement of deferred tax assets involves judgment regarding the deductibility of
costs not yet subject to taxation and estimates regarding sufficient future taxable income
to enable utilization of unused tax losses in different tax jurisdictions. We consider the
expected reversal of deferred tax liabilities and projected future taxable income in making
this assessment. All deferred tax assets are subject to review of probable utilization.Deferred income tax assets and liabilities are measured at the tax rates that are expected
to apply in the period when the asset is realized or the liability is settled, based on tax
rates (and tax laws) that have been enacted or substantively enacted at the reporting date.We recognize deferred income tax liabilities for all taxable temporary differences except in
respect of taxable temporary differences associated with investments in subsidiaries and
associates where the timing of the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not reverse in the foreseeable future.c)
    
    Others:In addition to the U.S. federal income tax at a rate of up to 35% arising from our
income attributed to our U.S. branch, we are subject to a 15% branch profit tax in the United
States on the dividend equivalent amount as that term is defined under U.S. tax law. We
have not triggered the branch profit tax and, consistent with our
business plan, we intend to maintain the current level of our net assets in the United
States. Accordingly, we did not record a provision for branch profit tax as of March 31,
2010.
 Share based payment transaction:
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Derivative financial instruments
      a)
    
    Cash flow hedges:Changes in the fair value of the derivative hedging instrument
designated as a cash flow hedge are recognized directly in equity to the extent that the
hedge is effective. To the extent that the hedge is ineffective, changes in fair value are
recognized in statement of income. If the hedging instrument no longer meets the criteria
for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is
discontinued prospectively. The cumulative gain or loss previously recognized in equity is
transferred to statement of income upon the occurrence of the forecasted transaction.b)
    
    Hedges of net investment in foreign operations:We designate derivative financial
instruments as hedges of net investments in foreign operations. We have also designated a
combination of foreign currency denominated borrowings and related cross currency swaps as
hedge of net investment in foreign operations. Changes in the fair value of the derivative
hedging instrument and gains/losses on translation or settlement of foreign currency
denominated borrowings designated as hedge of net investment in foreign operations are
recognized directly in equity to the extent that the hedge is effective. The cumulative
gain or loss previously recognized in equity is transferred to statement of income upon
sale or disposal of the related net investment in foreign operation. To the extent that
the hedge is ineffective, changes in fair value are recognized in the statement of income.c)
    
    Others:Changes in fair value for derivatives not designated as hedging derivatives are
recognized in consolidated statements of income of each period.
 Business combination, goodwill and intangible assets:
  a)
    
    Goodwill:Goodwill is initially measured at cost being the excess of the cost of the
business combination over the Companys share in the net fair value of the acquirees
identifiable assets, liabilities and contingent liabilities. If
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the cost of acquisition is
less than the fair value of the net assets of the business acquired, the difference is
recognized immediately in the income statement.Goodwill is tested for impairment at least annually and when events occur or changes in
circumstances indicate that the recoverable amount of the cash generating unit is less than
its carrying value. The goodwill impairment test is performed at the level of
cash-generating unit or groups of cash-generating units which represent the lowest level at
which goodwill is monitored for internal management purposes.We use market related information and estimates (generally risk adjusted discounted cash flows)
to determine the fair values. Cash flow projection take into account past experience and
represents managements best estimate about future developments. Key assumptions on which
management has based its determination of fair value less costs to sell and value in use
include estimated growth rates, weighted average cost of capital and tax rates. These
estimates, including the methodology used, can have a material impact on the respective
values and ultimately the amount of any goodwill impairment.b)
    
    Intangible:Intangible assets acquired separately are measured on initial recognition at
cost. The cost of intangible assets acquired in a business combination is fair value as at
the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and any accumulated impairment losses.Intangible assets with finite lives are amortized over the estimated useful life and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortization of an intangible asset with a finite useful life reflects the
manner in which the economic benefit is expected to be generated and consumed. These
estimates are reviewed at least at each financial year end. Intangible assets with
indefinite lives are not amortized, but instead tested for impairment at least annually and
written down to the fair value as required.The estimated useful lives of the amortizable intangibles assets are as follows:
 Category
    
    Useful lifeCustomer-related intangibles
    
    2 to 11 yearsMarketing related intangibles
    
    20 to 30 years
 Other estimates:
   Goodwill Impairment Testing
  a.
    
    Estimated  cash flows for five years based on formal/approved internal
management budgets with extrapolation for the remaining period, wherever such budgets were
shorter than 5 years period.
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##### Table of Contents



b.
    
    Terminal value arrived by extrapolating last forecasted year cash flows to perpetuity
using long-term growth rates: 2%-6%. These long terms growth rates takes into
consideration external macroeconomic sources of data. Such long-term growth rate
considered does not exceed that of the relevant business and industry sector.c.
    
    The discount rates used are based on the our weighted average cost of capital as an
approximation of the weighted average cost of capital of a comparable market participant,
which are adjusted for specific country risks 10.5% to 15%.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 10.5% to
15.0%.  The before tax discount rate is determined based on the
value-in-use derived from the use of after tax assumptions, and ranges from
12.0% to 19.2%.
  
 Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Name
    
    Age
    
    PositionAzim H. Premji
    
    
    65
    
    
    Chief Executive Officer, Chairman of the Board and
Managing Director (designated as Chairman)Dr. Ashok S Ganguly
    
    
    75
    
    
    DirectorB.C. Prabhakar
    
    
    67
    
    
    DirectorDr. Jagdish N. Sheth
    
    
    72
    
    
    DirectorNarayanan Vaghul
    
    
    74
    
    
    DirectorWilliam Arthur Owens
    
    
    70
    
    
    DirectorP.M. Sinha
    
    
    70
    
    
    DirectorDr. Henning Kagermann
    
    
    63
    
    
    DirectorSuresh C. Senapaty
    
    
    53
    
    
    CFO and DirectorSuresh Vaswani
    
    
    50
    
    
    Joint CEO, IT Business and DirectorGirish S Paranjpe
    
    
    52
    
    
    Joint CEO, IT Business and DirectorShyam Saran
    
    
    64
    
    
    DirectorAnurag Behar
    
    
    41
    
    
    Chief sustainability officerVineet Agrawal
    
    
    48
    
    
    President, Wipro Consumer Care and LightingPratik Kumar
    
    
    44
    
    
    Executive Vice President 
Human Resources and President  Wipro Infrastructure EngineeringT K Kurien
    
    
    50
    
    
    President, Wipro Eco EnergyMartha Bejar
    
    
    48
    
    
    President, Global Sales & Operations, Wipro TechnologiesS. Deb
    
    
    52
    
    
    Chief Global Delivery Officer, Wipro Technologies
 Azim H. Premji
 Dr. Ashok Ganguly
 35




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##### Table of Contents



B.C. Prabhakar non-executive
 Dr. Jagdish N. Sheth
 Narayanan Vaghul
 William Arthur Owens
 Priya Mohan Sinha
 Dr. Henning Kagermann
 Suresh C. Senapaty
 36




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##### Table of Contents



Suresh Vaswani
 Girish S Paranjpe
 Shyam
Saran
 Anurag Behar
 Vineet Agrawal
 Pratik Kumar
 T.
K. Kurien
 Martha
Bejar
 S. Deb
 Compensation
 Director Compensation
 
  
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Executive Compensation
 
  
  Annual Compensation ($)Salary and
    
    Commission/
    
    
    
    
    
    
    
    
    
    Long-term compensationName
    
    allowances
    
    Incentives (1)
    
    Housing (2)
    
    Others
    
    (Deferred Benefit (3)&(4))Azim H. Premji
    
    $
    95,888
    
    
    $
    1,449,346
    
    
    $
    90,100
    
    
    $
    15,230
    
    
    $
    100,202Suresh C. Senapaty
    
    
    202,399
    
    
    
    158,019
    
    
    
    
    
    
    
    255,740
    
    
    
    38,691Pratik Kumar
    
    
    184,194
    
    
    
    135,191
    
    
    
    
    
    
    
    223,303
    
    
    
    25,296Vineet Agrawal
    
    
    198,735
    
    
    
    135,235
    
    
    
    
    
    
    
    3,583
    
    
    
    36,721Suresh Vaswani
    
    
    257,276
    
    
    
    186,017
    
    
    
    
    
    
    
    172,542
    
    
    
    43,299Martha Bejar
    
    
    416,167
    
    
    
    354,631
    
    
    
    
    
    
    
    370,000
    
    
    
    27,602Girish S. Paranjpe
    
    
    237,612
    
    
    
    174,962
    
    
    
    12,627
    
    
    
    2,618
    
    
    
    42,586S. Deb
    
    
    140,676
    
    
    
    99,779
    
    
    
    
    
    
    
    192,103
    
    
    
    24,911T. K. Kurien
    
    
    210,682
    
    
    
    115,279
    
    
    
    
    
    
    
    122,605
    
    
    
    24,340Anurag Behar
    
    
    160,411
    
    
    
    92,497
    
    
    
    
    
    
    
    141,919
    
    
    
    18,349
 
 1.
    
    Azim H. Premji was paid commissions at the rate of 0.3% on incremental net profits of the
Company over the previous year computed based on the method approved by the Board Governance
and Compensation Committee and in accordance with the provisions of the Indian Companies Act,
1956. All other executives were paid incentives under a Quarterly Performance Linked Scheme
based on achievement of pre-defined profit targets.2.
    
    The value of housing perquisite accounts for more than 25% of the total value of all
perquisites and personal benefits received in fiscal 2010.3.
    
    Deferred benefits are payable to employees by way of our contribution to the Provident Fund
and Pension Fund. The Provided Fund is a statutory fund to which Wipro and our employees
contribute every month. A lump sum payment on separation and a pension payment on attaining
the age of superannuation are payable from the balance standing to the credit of the Fund, as
per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.4.
    
    Under our pension plans, any pension that is payable to an employee is not computed on the
basis of final compensation, but on the accumulated pension fund to the credit of the employee
as the date of separation, death, disability or retirement. We annually contribute 15% of Mr.
Premjis base salary and commission earned for that year to our pension fund for the benefit
of Mr. Premji. For all other employees, we contribute 15% of their respective base salaries
to our pension for their benefit. These contributions are included in this column.  Board Composition
 two-thirds
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Expiration of current term ofName
    
    office
    
    Term of officeAzim H. Premji
    
    July 30, 2011
    
    2 yearsDr. Jagdish Sheth
    
    Annual General Meeting 2012
    
    Retirement by rotationDr. Ashok S. Ganguly
    
    Annual General Meeting 2013
    
    Retirement by rotationB. C. Prabhakar
    
    Annual General Meeting 2012
    
    Retirement by rotationN. Vaghul
    
    Annual General Meeting 2013
    
    Retirement by rotationP. M. Sinha
    
    Annual General Meeting 2013
    
    Retirement by rotationWilliam Arthur Owens
    
    Annual General Meeting 2012
    
    Retirement by rotationShyam
Saran
    
    Annual General Meeting 2014
    
    Retirement by rotationDr. Henning Kagermann
    
    Annual General Meeting 2014
    
    Retirement by rotationSuresh C. Senapaty
    
    April 17, 2013
    
    5 years from the date of appointmentGirish S. Paranjpe
    
    April 17, 2013
    
    5 years from the date of appointmentSuresh Vaswani
    
    April 17, 2013
    
    5 years from the date of appointment
 Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
    Board Committee Information
 Audit/Risk and Compliance Committee
  
    
    Auditing and accounting matters, including recommending the appointment of our
independent auditors to the shareholders,
    
    Compliance with legal and statutory requirements,
    
    Integrity of the Companys financial statements, discussing with the independent
auditors the scope of the annual audits, and fees to be paid to the independent
auditors,
    
    Performance of the Companys Internal Audit function, Independent Auditors and
accounting practices,
    
    Review of related party transactions, functioning of Whistle Blower mechanism, and
 39




---



##### Table of Contents




    
    Implementation of the applicable provisions of the Sarbanes Oxley Act, 2002
including review on the progress of internal control mechanisms to prepare for
certification under Section 404 of the Sarbanes Oxley Act, 2002.
     Mr. N. Vaghul
    
    
    
    Chairman of the Audit CommitteeMr. P. M. Sinha and B. C. Prabhakar
    
    
    
    Members of the Audit Committee
 www.wipro.com
 Board Governance and Nomination Committee
 www.wipro.com
 Dr. Ashok S. Ganguly
    
    Chairman of the Board Governance and Nomination CommitteeMr. N. Vaghul, P.M. Sinha and Bill Owens
    
    Members of the Board Governance and Nomination Committee
  
    
    Develop and recommend to the Board Corporate Governance Guidelines applicable to
the Company,
    
    Evaluate the Board on a continuing basis including an assessment of the
effectiveness of the full Board, operations of the Board Committees and contributions
of individual directors,
    
    Lay down policies and procedures to assess the requirements for induction of new
members on the Board,
    
    Implement policies and processes relating to corporate governance principles,
    
    Ensure that appropriate procedures are in place to assess Board membership needs
and Board effectiveness,
    
    Review the Companys policies that relate to matters of Corporate Social
Responsibility, including public issues of significance to the Company and its
stakeholders,
    
    Develop and recommending to the Board of Directors for its approval an annual
evaluation process of the Board and its Committees, and
    
    Formulate the Disclosure Policy, its review and approval of disclosures.
  Compensation Committee
  Dr. Ashok S. Ganguly
    
    Chairman of the Board Governance and Compensation CommitteeMr. N. Vaghul and P.M. Sinha
    
    Members of the Board Governance and Compensation Committee
 40




---



##### Table of Contents




    
    Determine and approve salaries, benefits and stock option grants to senior
management employees and Directors of our Company.
    
    Approve and evaluate the compensation plans, policies and programs for Whole-time
Directors and Senior Management.
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee
Stock Purchase Plans drawn up from time to time.
  Employees
    Recruiting
  Training
  Performance Evaluations
  41




---



##### Table of Contents



Compensation
 
  
 Share Ownership
  Percentage
    
    Equityof Total
    
    SharesEquity Shares
    
    Equity
    
    Underlyingbeneficially
    
    Shares
    
    Options
    
    ExerciseName
    
    owned
    
    Outstanding
    
    Granted
    
    Price($)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,935,110,430
    
    
    
    78.91
    
    
    
    
    
    
    
    
    
    
    
    B. C. Prabhakar (2)
    
    
    5,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Dr. Jagdish Sheth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Ashok S Ganguly
    
    
    1,666
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N. Vaghul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. M. Sinha (3)
    
    
    33,333
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Suresh C. Senapaty
    
    
    176,083
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 2014Pratik Kumar
    
    
    83,667
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201230,000
    
    
    
    0.05
    
    
    May 201430,000
    
    
    
    0.05
    
    
    July 2016Vineet Agrawal
    
    
    229,699
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201240,000
    
    
    
    0.05
    
    
    May 201440,000
    
    
    
    0.05
    
    
    July 2016Suresh Vaswani
    
    
    170,612
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201460,000
    
    
    
    10.87
    
    
    May 201450,000
    
    
    
    0.05
    
    
    July 2016S. Deb
    
    
    63,333
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201218,000
    
    
    
    0.05
    
    
    May 201418,000
    
    
    
    0.05
    
    
    July 2016Girish S. Paranjpe
    
    
    140,000
    
    
    
    *
    
    
    
    4,667
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201460,000
    
    
    
    10.87
    
    
    May 201450,000
    
    
    
    0.05
    
    
    July 2016T. K. Kurien
    
    
    141,012
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    July 201250,000
    
    
    
    0.05
    
    
    May 201430,000
    
    
    
    0.05
    
    
    July 2016Martha Bejar
    
    
    
    
    
    
    *
    
    
    
    50,000
    
    
    
    0.05
    
    
    October 201516,600
    
    
    
    0.05
    
    
    July 2016Anurag Behar
    
    
    26,766
    
    
    
    *
    
    
    
    3,333
    
    
    
    0.05
    
    
    July 201220,000
    
    
    
    0.05
    
    
    May 2014Dr. Henning Kagermann
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    William Arthur Owens
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shyam Saran
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 42




---



##### Table of Contents



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

There are no stock
options outstanding
under this plan.
 43




---



##### Table of Contents



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

%
of ClassAzim H. Premji (1)
    
    Equity
    
    
    1,935,110,430
    
    
    
    78.91Hasham Traders
    
    Equity
    
    
    543,765,000
    
    
    
    22.17Prazim
Traders
    
    Equity
    
    
    541,695,000
    
    
    
    22.09Zash
Traders
    
    Equity
    
    
    540,408,000
    
    
    
    22.03
 
 (1)
    
    Includes 543,765,000 shares held by Hasham Traders (a partnership), of which
Mr. Premji is a partner, 541,695,000 shares held by Prazim Traders (a partnership), of
which Mr. Premji is a partner, 540,408,000 shares held by Zash Traders (a partnership),
of which Mr. Premji is a partner, 63,771,666 shares held by 44




---



##### Table of Contents



Napean Trading Investment
Co. Pvt. Ltd., of which Mr. Premji is a director, 85,023,666 shares held by Regal
Investments Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 64,767,666 shares
held by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director,
95,679,432 shares held jointly by Mr. Premji and members of his immediately family. In
addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji
disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I)
Pvt. Ltd.    Related Party Transactions
 
 Terms of Employment Arrangements and Indemnification Agreements.
 Related Parties
 Country ofName of entity
    
    Nature
    
    % of holding
    
    IncorporationWipro GE Healthcare Private Limited
    
    Associate
    
    49%
    
    IndiaAzim Premji Foundation
    
    Entity controlled by DirectorHasham Premji (partnership firm)
    
    Entity controlled by DirectorPrazim Traders (partnership firm)
    
    Entity controlled by DirectorZash Traders (partnership firm)
    
    Entity controlled by 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 DirectorKey management personnel- Azim Premji
    
    Chairman and Managing Director- Suresh C Senapaty
    
    Chief Financial Officer and Director- Suresh Vaswani
    
    Jt CEO, IT Business and Director- Girish S Paranjape
    
    Jt CEO, IT Business and Director- Dr. Ashok Ganguly
    
    Non-Executive Director- Narayan Vaghul
    
    Non-Executive Director- Dr. Jagdish N Sheth
    
    Non-Executive Director- P.M Sinha
    
    Non-Executive Director- B.C. Prabhakar
    
    Non-Executive Director- Bill Owens
    
    Non-Executive Director- Dr. Henning Kagermann
    
    Non-Executive DirectorRelative of Key management personnel- Rishad Premji
    
    Relative of the director
  Entities controlled by
    
    Key ManagementAssociate
    
    Directors
    
    PersonnelTransaction/ Balances
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010(In millions)Sale of goods and services
    
    Rs.
    15
    
    
    Rs.
    7
    
    
    Rs.
    1
    
    
    Rs.
    1
    
    
    Rs.
    
    
    
    Rs.
    Dividend
    
    
    
    
    
    
    
    
    
    
    4,418
    
    
    
    4,418
    
    
    
    230
    
    
    
    234Royalty income
    
    
    36
    
    
    
    32
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Key management personnel#Remuneration and short-term benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85
    
    
    
    175Other benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32
    
    
    
    34Remuneration to relative of key management personnel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    4Balances as on March 31,Receivables
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Payables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    4
    
    
    
    44
 
 #
    
    Post employment benefit comprising gratuity and compensated absences are not
disclosed as these are determined for the Company as a whole.  Sale of services
    
    Sale of goods
    
    Purchase of services
    
    Purchase of goodsName of the entity
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009
    
    2010
    
    2009(In millions)Wipro Inc
    
    Rs.
    3,519
    
    
    Rs.
    3,737
    
    
    Rs.
    
    
    
    Rs.
    
    
    
    Rs.
    254
    
    
    Rs.
    202
    
    
    Rs.
    
    
    
    Rs.
    Wipro Japan KK
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    186
    
    
    
    259
    
    
    
    
    
    
    
    Wipro Shanghai Limited
    
    
    108
    
    
    
    79
    
    
    
    
    
    
    
    
    
    
    
    112
    
    
    
    150
    
    
    
    
    
    
    
    Wipro Technologies Gmbh.
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Unza Holdings Limited
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    18Wipro Portugal S. A.
    
    
    536
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    1,369
    
    
    
    699
    
    
    
    
    
    
    
    New Logic Technologies GmbH
    
    
    97
    
    
    
    114
    
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technologies S.A DE C.V
    
    
    68
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technocentre (Singapore)
Pte Limited
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Information Technology,
Netherlands BV
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technologies Limited, Russia
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Technologies OY
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297
    
    
    
    
    
    
    
    
    
    
    
    Wipro Gallagher Solutions Inc
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    Wipro Holdings UK Limited
    
    
    222
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wipro Arabia
    
    
    
    
    
    
    81
    
    
    
    
    
    
    
    369
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 45




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##### Table of Contents



Item 15. Controls and Procedures
 Disclosure controls and procedures.
   
    
    sharing of online banking access passwords and our internal accounting system
passwords by certain employees within the finance and accounting departments,
including personnel responsible for external financial reporting;
 
    
    lack of effective controls over recording of journal entries, including
inadequate documentation and maker-checker controls, which also resulted in
ineffective controls over bank reconciliation statements, exchange rate
fluctuation accounts and outstanding liabilities accounts;
 
    
    lack of timely and adequate reconciliation and review of period-end
reinstatement of foreign currency inter-company and unit balances, including the
recording of appropriate adjustments; and
 
    
    insufficient segregation of duties in relation to recording and initiating
certain banking payments.
 
  
    MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
   (i)
    
    pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets;
 (ii)
    
    provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with IFRS, as issued by the
IASB and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and
 (iii)
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have
a material effect on the financial statements.
  
  
    46




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
 47




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##### Table of Contents



Change in internal controls over financial reporting.
    
    
    sharing of online banking access passwords and our internal accounting
system passwords by certain employees within the finance and accounting departments,
including personnel responsible for external financial reporting;
 
    
    lack of effective controls over recording of journal entries, including
inadequate documentation and maker-checker controls, which also resulted in
ineffective controls over bank reconciliation statements, exchange rate fluctuation
accounts and outstanding liabilities accounts;
 
    
    lack of timely and adequate reconciliation and review of period end
reinstatement of foreign currency inter-company and unit balances, including recording
of appropriate adjustments; and
 
    
    insufficient segregation of duties in relation to recording and
initiating banking payments.
 
  
 
    
    re-emphasizing our documented policy on Password Security Compliance
and obtaining quarterly confirmations from employees;
 
    
    implementation of maker-checker control over recording of journal entries
including additional controls over bank reconciliation statements, exchange rate
fluctuation accounts and outstanding liabilities accounts;
 
    
    performing review and reconciliation of period end reinstatement of
foreign currency inter-company unit balances; and
 
    
    appropriate segregation of duties in relation to recording and initiating
banking payments.
  Compliance with the New York Stock Exchange Corporate Governance Rules
   48




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##### Table of Contents



PART
III
 
 Item 19. Exhibits
 ExhibitNumber
    
    Description12.1
    
    Certification of Chief Executive 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 Act
 49




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##### Table of Contents



SIGNATURES
   Bangalore, India
Date: April 20, 2011
    
    /s/ Azim H. Premji
 Azim
H. Premji,
    
    /s/ Suresh C. Senapaty
 Suresh
C. Senapaty,Chairman and Managing Director
    
    Chief Financial Officer and Director
 50