##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
  o
    
    Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2007
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 o
    
    Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number 001-16139
 WIPRO LIMITED
  Not Applicable
 
 Karnataka, India
 
 Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
 
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    Not applicable
 Securities registered pursuant to Section 12(g) of the Act:
 American Depositary Shares,
each represented by one Equity Share, par value Rs. 2 per share.
 
  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
  þ o o
  o þ
  o þ




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TABLE OF CONTENTS  PART IItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on the CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders And Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description of Securities Other Than Equity SecuritiesPART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15. Controls and ProceduresItem 16 A. Audit Committee Financial ExpertItem 16 B. Code of EthicsItem 16 C. Principal Accountant Fees and ServicesItem 16 D. Exemptions from the Listing Standards for Audit CommitteesItem 16 E. Purchase of Equity Securities by the Issuer and Affiliated PurchasersPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsSIGNATURESEXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13EXHIBIT 23.1EXHIBIT 99.2EXHIBIT 99.3    Table of Contents  Currency of Presentation and Certain Defined Terms
    Forward-Looking Statements May Prove Inaccurate
   2




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Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  3




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Item 3. Key Information
 Summary of Selected Consolidated Financial Data
  (In millions, except per equity share data)
 Year ended March 31,2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2007Conveniencetranslation intoUS$Consolidated statements of income data:Revenues:Global IT Services and ProductsIT Services and Products
    
    Rs.
    28,623
    
    
    Rs.
    39,102
    
    
    Rs.
    54,280
    
    
    Rs.
    73,061
    
    
    Rs.
    101,509
    
    
    $
    2,355BPO Services
    
    
    1,644
    
    
    
    4,363
    
    
    
    6,433
    
    
    
    7,664
    
    
    
    9,413
    
    
    
    219India and AsiaPac IT Services and
ProductsServices
    
    
    2,240
    
    
    
    3,109
    
    
    
    4,709
    
    
    
    6,097
    
    
    
    8,369
    
    
    
    194Products
    
    
    5,801
    
    
    
    6,305
    
    
    
    8,694
    
    
    
    10,380
    
    
    
    15,519
    
    
    
    360Consumer Care and Lighting
    
    
    2,942
    
    
    
    3,567
    
    
    
    4,555
    
    
    
    5,625
    
    
    
    7,558
    
    
    
    175Others
    
    
    1,599
    
    
    
    1,987
    
    
    
    2,681
    
    
    
    3,279
    
    
    
    7,063
    
    
    
    164Total
    
    
    42,849
    
    
    
    58,433
    
    
    
    81,353
    
    
    
    106,107
    
    
    
    149,431
    
    
    
    3,467Cost of revenues:Global IT Services and ProductsIT Services and Products
    
    
    16,763
    
    
    
    25,047
    
    
    
    33,780
    
    
    
    46,986
    
    
    
    66,818
    
    
    
    1,550BPO Services
    
    
    975
    
    
    
    2,884
    
    
    
    4,740
    
    
    
    5,810
    
    
    
    6,173
    
    
    
    143India and AsiaPac IT Services and
ProductsServices
    
    
    1,187
    
    
    
    1,661
    
    
    
    2,679
    
    
    
    3,549
    
    
    
    4,612
    
    
    
    107Products
    
    
    5,100
    
    
    
    5,643
    
    
    
    7,815
    
    
    
    9,286
    
    
    
    13,943
    
    
    
    324Consumer Care and Lighting
    
    
    2,008
    
    
    
    2,355
    
    
    
    2,926
    
    
    
    3,556
    
    
    
    4,905
    
    
    
    114Others
    
    
    1,143
    
    
    
    1,410
    
    
    
    1,914
    
    
    
    2,460
    
    
    
    5,749
    
    
    
    133Total
    
    
    27,176
    
    
    
    39,000
    
    
    
    53,855
    
    
    
    71,647
    
    
    
    102,200
    
    
    
    2,371Gross profit
    
    
    15,673
    
    
    
    19,433
    
    
    
    27,498
    
    
    
    34,460
    
    
    
    47,231
    
    
    
    1,096Operating expenses:Selling and marketing expenses
    
    
    (2,916
    )
    
    
    (5,278
    )
    
    
    (5,466
    )
    
    
    (6,764
    )
    
    
    (9,173
    )
    
    
    (213
    )General and administrative expenses
    
    
    (3,277
    )
    
    
    (3,172
    )
    
    
    (3,744
    )
    
    
    (5,239
    )
    
    
    (7,639
    )
    
    
    (177
    )Amortization of intangible assets
    
    
    (166
    )
    
    
    (308
    )
    
    
    (140
    )
    
    
    (64
    )
    
    
    (269
    )
    
    
    (6
    )Other operating income/ (expenses)
    
    
    172
    
    
    
    226
    
    
    
    (291
    )
    
    
    (421
    )
    
    
    (282
    )
    
    
    (7
    )Operating income
    
    
    9,486
    
    
    
    10,901
    
    
    
    17,857
    
    
    
    21,972
    
    
    
    29,868
    
    
    
    693Gain/ (loss) on sale of stock by
affiliates, including direct issue of
stock by affiliate
    
    
    
    
    
    
    (206
    )
    
    
    (207
    )
    
    
    
    
    
    
    
    
    
    
    Other income/ (expense), (net)
    
    
    718
    
    
    
    868
    
    
    
    800
    
    
    
    1276
    
    
    
    2,667
    
    
    
    62Equity in earnings of affiliates
    
    
    (355
    )
    
    
    96
    
    
    
    158
    
    
    
    288
    
    
    
    318
    
    
    
    7Income before taxes, minority interest
and cumulative effect of changes in
accounting policy
    
    
    9,849
    
    
    
    11,659
    
    
    
    18,608
    
    
    
    23,536
    
    
    
    32,853
    
    
    
    762Income taxes
    
    
    (1,342
    )
    
    
    (1,611
    )
    
    
    (2,694
    )
    
    
    (3,265
    )
    
    
    (3,723
    )
    
    
    (86
    )Minority interest (1)
    
    
    (30
    )
    
    
    (56
    )
    
    
    (81
    )
    
    
    (1
    )
    
    
    
    
    
    
    Income before cumulative effect of
change in accounting principle
    
    
    8,477
    
    
    
    9,992
    
    
    
    15,833
    
    
    
    20,270
    
    
    
    29,130
    
    
    
    676Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    1Income from discontinued operations
    
    
    (378
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    Rs.
    8,099
    
    
    Rs.
    9,992
    
    
    Rs.
    15,833
    
    
    Rs.
    20,270
    
    
    Rs.
    29,169
    
    
    $
    677Earnings per share from continuing
operations:
 4




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Year ended March 31,2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2007Conveniencetranslation intoUS$BasicIncome before cumulative effect of
change in accounting principle
    
    
    6.11
    
    
    
    7.20
    
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.42
    
    
    
    0.47Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    0.00Net income
    
    
    6.11
    
    
    
    7.20
    
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.45
    
    
    
    0.47DilutedIncome before cumulative effect of
change in accounting principle
    
    
    6.10
    
    
    
    7.20
    
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.17
    
    
    
    0.47Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    0.00Net income
    
    
    6.10
    
    
    
    7.20
    
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.20
    
    
    
    0.47Cash dividend per equity share
    
    
    0.17
    
    
    
    0.17
    
    
    
    4.84
    
    
    
    2.50
    
    
    
    10
    
    
    
    0.23Additional data:Revenue by segmentIT Services and Products
    
    Rs.
    28,949
    
    
    Rs.
    39,412
    
    
    Rs.
    54,256
    
    
    Rs.
    72,888
    
    
    Rs.
    101,353
    
    
    $
    2,351BPO Services
    
    
    1,644
    
    
    
    4,363
    
    
    
    6,433
    
    
    
    7,626
    
    
    
    9,389
    
    
    
    218Global IT Services and Products
    
    Rs.
    30,593
    
    
    Rs.
    43,775
    
    
    Rs.
    60,689
    
    
    Rs.
    80,514
    
    
    Rs.
    110,742
    
    
    $
    2,569India and AsiaPac IT Services and
Products
    
    
    8,046
    
    
    
    9,445
    
    
    
    13,395
    
    
    
    16,475
    
    
    
    23,863
    
    
    
    554Consumer Care and Lighting
    
    
    2,942
    
    
    
    3,567
    
    
    
    4,555
    
    
    
    5,625
    
    
    
    7,563
    
    
    
    175Others
    
    
    1,268
    
    
    
    1,646
    
    
    
    2,714
    
    
    
    3,493
    
    
    
    7,263
    
    
    
    169Total
    
    Rs.
    42,849
    
    
    Rs.
    58,433
    
    
    Rs.
    81,353
    
    
    Rs.
    106,107
    
    
    Rs.
    149,431
    
    
    $
    3,467Operating income by segmentIT Services and Products
    
    Rs.
    8,034
    
    
    Rs.
    8,505
    
    
    Rs.
    14,817
    
    
    Rs.
    18,398
    
    
    Rs.
    24,399
    
    
    $
    566BPO Services
    
    
    247
    
    
    
    795
    
    
    
    1,008
    
    
    
    1,011
    
    
    
    2,129
    
    
    
    50Global IT Services and Products
    
    Rs.
    8,281
    
    
    Rs.
    9,300
    
    
    Rs.
    15,825
    
    
    Rs.
    19,409
    
    
    Rs.
    26,528
    
    
    $
    616India and AsiaPac IT Services and
Products
    
    
    539
    
    
    
    761
    
    
    
    970
    
    
    
    1,405
    
    
    
    2,039
    
    
    
    47Consumer Care and Lighting
    
    
    422
    
    
    
    546
    
    
    
    671
    
    
    
    798
    
    
    
    1,069
    
    
    
    25Others
    
    
    256
    
    
    
    308
    
    
    
    466
    
    
    
    487
    
    
    
    433
    
    
    
    10Reconciling items
    
    
    (12
    )
    
    
    (14
    )
    
    
    (75
    )
    
    
    (127
    )
    
    
    (201
    )
    
    
    (5
    )Total
    
    Rs.
    9,486
    
    
    Rs.
    10,901
    
    
    Rs.
    17,857
    
    
    Rs.
    21,972
    
    
    Rs.
    29,868
    
    
    $
    693Consolidated Balance Sheet Data:Cash and cash equivalents
    
    Rs.
    6,283
    
    
    Rs.
    3,297
    
    
    Rs.
    5,671
    
    
    Rs.
    8,858
    
    
    Rs.
    12,412
    
    
    $
    288Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,238
    
    
    
    168Investments in liquid and short-term
mutual funds
    
    
    7,813
    
    
    
    18,479
    
    
    
    22,958
    
    
    
    30,315
    
    
    
    32,410
    
    
    
    752Working capital (2)
    
    
    21,473
    
    
    
    30,649
    
    
    
    36,449
    
    
    
    50,691
    
    
    
    58,575
    
    
    
    1,359Total assets
    
    
    42,781
    
    
    
    57,738
    
    
    
    72,075
    
    
    
    102,827
    
    
    
    146,102
    
    
    
    3,390Total debt
    
    
    537
    
    
    
    969
    
    
    
    564
    
    
    
    705
    
    
    
    3,781
    
    
    
    88Total stockholders equity
    
    
    35,431
    
    
    
    46,364
    
    
    
    56,729
    
    
    
    78,764
    
    
    
    101,468
    
    
    
    2,354
 
 Notes:1.
    
    Minority interest represents the share of minority in the profits of Wipro BPO
Solutions Limited (formerly Wipro Spectramind Services Limited) and Wipro Healthcare IT
Limited. The minority interest in Wipro Healthcare IT Limited was acquired in the year
ended March 31, 2003. The minority interest in Wipro BPO was acquired in the year ended
March 31, 2006.2.
    
    Working capital equals current assets less current liabilities. 5




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Exchange Rates
   Fiscal Year Ended March 31,
    
    Period End
    
    Average
    
    High
    
    Low2007
    
    Rs.
    43.10
    
    
    Rs.
    45.06
    
    
    Rs.
    46.83
    
    
    Rs.
    42.782006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052005
    
    
    43.62
    
    
    
    44.87
    
    
    
    46.45
    
    
    
    43.272004
    
    
    43.40
    
    
    
    45.78
    
    
    
    47.46
    
    
    
    43.402003
    
    
    47.53
    
    
    
    48.36
    
    
    
    49.07
    
    
    
    47.53
   Month
    
    High
    
    LowApril 2007
    
    
    43.05
    
    
    
    40.56March 2007
    
    
    44.43
    
    
    
    42.78February 2007
    
    
    44.21
    
    
    
    43.87January 2007
    
    
    44.49
    
    
    
    44.07December 2006
    
    
    44.70
    
    
    
    44.11November 2006
    
    
    45.26
    
    
    
    44.46
 Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  6




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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 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 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.
    8




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Our success depends in large part upon 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.
    Appreciation of Indian Rupee against major currencies of the world could negatively impact our
revenue and operating results.
  An economic slowdown, terrorist attacks in the United States, and other acts of violence or
war could delay or reduce the number of new purchase orders we receive and disrupt our operations
in the United States, thereby negatively affecting our financial results and prospects.
  Our Global IT Services and Products service revenue depends to a large extent on a small
number of clients, and our revenue could decline if we lose a major client.
  9




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Restrictions on immigration 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.
        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.
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Disruptions in telecommunications could harm our service model, which could result in a
reduction of our revenue.
  The markets in which we operate are subject to the risk of earthquakes, floods and other
natural disasters.
  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 infrastructure, 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.
  11




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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.
  Our revenues could be significantly affected if the governments, in geographies we operate in,
restrict companies from outsourcing work to foreign corporations
  12




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Our BPO services revenue depend to a large extent on a small number of clients, and our
revenue could decline if a major client reduces the volume of services obtained from us.
   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.
  Compliance with new and changing corporate governance and public disclosure requirements adds
uncertainty to our compliance policies and increases our costs of compliance.
    13




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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 net income would decrease if the Government of India imposes additional taxes or withdraws
or reduces tax benefits or other incentives
   Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
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Political instability in the Indian Government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India generally, which could 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 with proceeds of ADS, up to
100% of the proceeds from an ADS offering; and
    
    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.
  16




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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.
   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.
  
 Item 4. Information on the Company
 History and Development of the Company
  17




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##### Table of Contents



Industry Overview
 IT Services and Products
      
    
    providing decision makers with real-time data from disparate IT systems to enhance
the effectiveness of the decision making process;
    
    realizing measurable cost efficiencies;
    
    realizing a defined return on investment on their IT spending;
    
    reducing the cycle time of introducing new software applications, commonly known as
time-to- application advantage;
 18




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
    
    reducing the time it takes to develop new technologies, commonly known as
time-to-market advantage; and
    
    increasing the focus on core activities by outsourcing IT infrastructure to
integrated IT service providers; and
    
    strengthening individual portfolio and expanding geographic footprints through
cross-border mergers and acquisitions.
    Increasing Trend Towards Offshore Technology Services.
    The India Advantage
  19




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##### Table of Contents




    
    India based sourcing offers significant cost advantages in terms of accessing highly
skilled talent at lower wage costs and productivity gains that can be derived from
having a very competent employee base. According to NASSCOMs Strategic Review 2007,
the cost advantage achievable from outsourcing to India is unlikely to go away due to
an absolute cost advantage vis-à-vis other key markets and the prospect of further
reductions in infrastructure and overhead costs.
    
    India-based IT companies have proven their ability to deliver IT services that
satisfy the requirements of international clients who expect the highest quality
standards. According to NASSCOMs Strategic Review Report 2007, India based centers
(both Indian firms as well as MNC owned captives) constitute the largest number of
quality certifications achieved by any single country. As of December 2006, over 440
Indian companies had acquired quality certifications with 90 companies certified at SEI
CMM level 5.
    
    India has a large, highly skilled English-speaking labor pool that is available at a
relatively low labor cost. According to NASSCOM Strategic Review Report 2007, the
Indian IT industry employed nearly 1,080,000 software professionals as of 2006-07,
making it one of the largest employers in the IT services industry. According to the
same report, India has the largest pool of suitable off-shore talent  accounting for
28% of the suitable pool available across all offshore destinations.
    
    With the time differential between India and its largest market, the United States,
Indian companies are able to provide a combination of onsite and offshore services on a
24-hour basis on specific projects.
    
    The Indian IT industry has been the primary beneficiary of the rapid transformation
of the telecom sector since it was deregulated to allow private participation, with the
cost of international connectivity declining rapidly and service level quality
improving significantly. This cost advantage is likely to continue due to lower
penetration levels and a growing consumer base.
  BPO Services
  India and Asia Pac IT Services and Products
 .
   20




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##### Table of Contents



Consumer Care and Lighting
  Business Overview
    Our overall business strategy
 Aggressively build awareness of the Wipro brand name
  Pursue selective acquisition of IT companies
   
    
    mPower Software Services Inc. and subsidiaries (mPower) in December 2005
    
    BVPENTE Beteiligungsverwaltung GmbH and subsidiaries (New Logic) in December 2005
    
    cMango Inc. and subsidiaries (cMango) in April 2006
    
    RetailBox BV and subsidiaries (Enabler) in June 2006
    
    Saraware Oy (Saraware) in June 2006
 21




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##### Table of Contents




    
    Quantech Global Services LLC and Quantech Global Services Ltd (Quantech) in July 2006
 Sustain growth in operating income and cash flow of our traditional businesses
  Applied innovation
  Continue development of our deep industry knowledge
  Segment overview
 Global IT Services and Products
     Our strategy
 Significantly expand our IT Services and Products business and our BPO Services Business
  
    
    Identify and develop service offerings in emerging growth areas as separate business
opportunities. Currently we are focusing on areas such as business intelligence
services, package implementation, niche consulting, data warehousing and network
storage;
    
    Increase our share of the total IT spending by our large customers through focused
account management and more effective selling of all service lines to our existing
customers;
    
    Develop industry specific point solutions and use them as entry strategies by
demonstrating industry knowledge and understanding of customer businesses and the
benefits of outsourcing;
    
    Offer new pricing models, sharing the risks and rewards of the impact of IT
solutions on business, productivity improvements and timeliness of delivery;
 22




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##### Table of Contents




    
    Use efficient global sourcing models to source IT services from various geographies
and develop methodologies to develop and integrate solutions from around the globe.
    
    Leverage our experience in providing IT infrastructure management services in the
Indian market and our access to existing clients outside India to provide technology
infrastructure support services;
    
    Grow our research and development services by focusing on high growth markets such
as telecommunications, mobile communications and the Internet, and high growth
technologies such as embedded software;
    
    Expand our market presence by providing enterprise application integration and
system integration services; and
    
    Expand our service line by investing on eBusiness solutions around information security, business
intelligence and information system, service oriented architecture and web based applications.
    
    Expand our business consulting services and position consulting services as
strategic differentiator over other competing entities.
 Increase the number of clients and penetration with such clients of our IT Services and Products
and our BPO Services
  Service offering
 IT Services and Products
  
    
    enterprise IT services;
    
    technology infrastructure support services; and
    
    research and development services;
  Enterprise Solutions Business
   23




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##### Table of Contents



Customised applications.
 
    
    Development.We offer well-defined and mature application development processes
over a broad spectrum of technology areas that include client or server applications,
object-oriented software, Internet or intranet applications and mainframe applications.
For example, a leading electronics company in the United States used to sell products
of a particular division online. We helped the client to develop online sales
capability at other divisions by building an oracle application interface with EDI
systems, third-party software and third-party suppliers. Through this process, the
client now obtains online information about inventory levels of various products,
reconciles sales returns, credits and charge backs and generates automated invoices.
    
    Re-engineering.We study a clients business processes and existing systems and
convert or redevelop them to improve efficiency and reduce costs. For example, we
assisted one of the worlds largest water companies in a strategic re-engineering
initiative to streamline its IT operations to ensure better service delivery, improved
customer relationship and closer links with business. Over a two year period, through a
series of strategic initiatives, we enabled the client to realize significant cost
savings and improvements in the quality of the IT applications. We followed a cycle of
define, perform, review and refine for each of the IT applications assigned to us. We
realized savings in the IT application support budget by consolidating IT applications
to derive economies of scale and redistributing IT applications among third party
vendors for optimum cost savings.
    
    Maintenance.To meet the needs of a changing business environment with limited
internal resource utilization, we maintain legacy software applications that require
frequent upgrades. Our maintenance services also support a distributed delivery
environment wherein work responsibilities can be effectively divided between the
various organizations depending on the criticality of the requests. For example, we
have assisted a leading owner, operator and developer of gas transportation systems in
adopting an offshore development center model for maintaining and supporting its
shipper services systems as well as other parts of its diverse business application
portfolio. We gradually transitioned the clients applications and have taken over the
maintenance and support for the majority of the clients applications. The shipper
services systems are now characterized by well defined roles and responsibilities,
clear processes and closely coordinated on-site and offshore delivery.
 Enterprise application integration services.
 Business intelligence and data warehousing.
 Package implementation.
 Consulting.
 24




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##### Table of Contents



Testing Services.
 Technology Infrastructure Support Services
   Research and Development Services
   Hardware design and development.
 Software system design and development.
 IT Professionals.
 Telecommunications and inter-networking.
 Embedded systems and Internet access devices.
 25




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Telecommunications and service providers.
 Semiconductor IP.
 Our Global Delivery Model
  The Offshore Development Center.
 The Nearshore Development Center.
 Our Clients
  Number of clients inYear ended
    
    
    Year ended
    
    
    Year endedMarch 31,
    
    
    March 31,
    
    
    March 31,Per client revenue($)
    
    2005
    
    
    2006
    
    
    20071-3 million
    
    
    64
    
    
    
    103
    
    
    
    119
 26




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Number of clients inYear ended
    
    
    Year ended
    
    
    Year endedMarch 31,
    
    
    March 31,
    
    
    March 31,Per client revenue($)
    
    2005
    
    
    2006
    
    
    20073-5 million
    
    
    28
    
    
    
    30
    
    
    
    36>5 million
    
    
    65
    
    
    
    79
    
    
    
    100Total
    
    
    157
    
    
    
    212
    
    
    
    255
  Sales and Marketing
  
    
    by the vertical market segment of the clients business;
    
    by the geographic region in which the client is located; and
    
    by the specific practice specialization or skill set that the client requires.
  Competition
   
    
    the ability of our competitors to attract, retain and motivate highly skilled IT
services professionals;
    
    the extent to which our international competitors expand their operations in India
and benefit from the favorable wage differential;
    
    the price at which our competitors offer their services; and
    
    the extent to which our competitors can respond to a clients needs.
  27




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##### Table of Contents



Business Process Outsourcing (BPO) Services
   
 
 
     India and AsiaPac IT Services and Products
  Our strategy
 Focus on services-led growth in India and AsiaPac IT Services and Products segment
  Service offering
  28




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##### Table of Contents




    
    technology products;
    
    technology integration, IT management and infrastructure outsourcing services;
    
    custom application development, application integration, package implementation and
maintenance; and
    
    consulting.
  Services and Products
 Technology Products.
 Technology integration and management services and outsourcing services.
 
    
    Availability Services. Includes hardware and software maintenance, and network
availability services. We provide these services through an annual service or
maintenance contract with the client which provides for both preventive and breakdown
maintenance services.
    
    System Integration.We are one of the largest system integrators in India and our
services include integration of computing platforms, networks, storage, data center and
enterprise management software. These services are typically bundled with sales of our
technology products.
    
    Infrastructure Management and Total Outsourcing.Includes management and operations
of customers IT infrastructure on a day-to-day basis. Our Total Outsourcing practice
encompasses process, function or activity of the IT department in a clients
organization that can be outsourced to us by the client, through a long term
contractual agreement. Our total outsourcing proposition delivers improved business
benefit by effectively managing the Information Technology life cycle of the
organization and achieving maximum value by providing end-to-end best of breed IT
practices for the clients business. Through our acknowledged quality processes and
program governance frameworks, we help our clients achieve and sustain business
momentum.
    
    Managed Services.We manage, monitor and support our clients technology
infrastructure. Our managed services portfolio includes IT Service Desk, End User
Services, Data Centre Services, Contact Centre Technology Management Services,
Application Management and Business Service Management.
  Custom application development, application integration, package implementation and
maintenance.
 Consulting.
 Clients
 29




---



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Sales and Marketing
  Competition
  30




---



##### Table of Contents



Consumer Care and Lighting
   Products
 Soaps and toiletries
 Lighting
 Hydrogenated cooking oils
 Sales and Marketing
   Competition
  Raw Materials and Manufacturing
    31




---



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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
  Broad range of research and development services
  Global delivery model
  32




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##### Table of Contents




    
    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
  Broad distribution network and strong sales force in India
  33




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Strong brand recognition in the Indian market
  Wipro Infrastructure Engineering Limited
   Markets and Sales Revenue
  (In millions)Year ended March 31,2005
    
    
    2006
    
    
    2007India
    
    Rs.    19,350
    
    
    Rs.    21,804
    
    
    Rs.    30,650United States
    
    
    41,812
    
    
    
    53,481
    
    
    
    72,846Europe
    
    
    16,602
    
    
    
    24,310
    
    
    
    36,972Rest of the world
    
    
    3,589
    
    
    
    6,512
    
    
    
    8,963Rs.    81,353
    
    
    Rs.    106,107
    
    
    Rs.  149,431
 Wipro GE Medical Systems Private Limited
  Intellectual Property
  34




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##### Table of Contents



Effect of Government Regulation on our Business
    35




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Organizational Structure
  Country ofDirect Subsidiaries
    
    Step subsidiaries
    
    IncorporationWipro Infrastructure Engineering Ltd
    
    
    
    
    
    IndiaWipro Inc.
    
    
    
    
    
    USAEnthink Inc.
    
    
    
    USAmPower Software Services
    
    
    
    India(India) Private LimitedMPact Technologies Services
    
    
    
    IndiaPrivate LimitedcMango Inc.
    
    
    
    USAcMango India Private Limited
    
    IndiaQuantech Global Services LLC
    
    
    
    USAcMango Pte Limited
    
    
    
    
    
    SingaporeWipro Japan KK
    
    
    
    
    
    JapanWipro Shanghai Limited
    
    
    
    
    
    ChinaWipro Trademarks Holding Limited
    
    
    
    
    
    IndiaCygnus Negri Investments
    
    
    
    IndiaPrivate LimitedWipro Travel Services Limited
    
    
    
    
    
    IndiaWipro HealthCare IT Limited
    
    
    
    
    
    IndiaWipro Consumer Care Limited
    
    
    
    
    
    IndiaWipro Chandrika Limited
    
    
    
    
    
    IndiaWipro Holdings (Mauritius) Limited
    
    
    
    
    
    MauritiusWipro Holdings UK Limited
    
    
    
    UKWipro Technologies UK
    
    UKLimitedBVPENTE
    
    AustriaBeteiligungsverwaltung GmbHNew Logic Technologies GmbH
    
    AustriaNewLogic Technologies SARL
    
    FranceNewLogic Technologies S.A.
    
    Switzerland3D Networks FZ-LLC
    
    Dubai3D Networks (UK) Limited
    
    UKWipro Cyprus Private Limited
    
    
    
    
    
    CyprusRetailBox BV
    
    
    
    NetherlandsEnabler Informatica SA
    
    PortugalEnabler France SAS
    
    FranceEnabler UK Ltd
    
    UKEnabler Brasil Ltd
    
    BrazilEnabler & Retail Consult
GmbH
    
    GermanySaraware Oy
    
    
    
    FinlandHydrauto Group AB
    
    
    
    SwedenHydrauto Medium cylinders
    
    SwedenSkelleftteas ABHydrauto Engineering AB
    
    SwedenHydrauto Light Cylinders
    
    SwedenBispgarden ABHydrauto Light Cylinders
    
    SwedenOstersund ABHydrauto Big Cylinders
    
    SwedenLjungby ABHydrauto Logistics AB
    
    SwedenHydrauto Oy Ab Pernion
    
    FinlandHydrauto Celka Hidrolic San
    
    Turkeyve Tic a.sWipro Technologies SRL
    
    
    
    RomaniaQuantech Global Services Limited
    
    
    
    
    
    IndiaWipro Australia Pty Limited
    
    
    
    
    
    Australia3D Networks Pte Limited
    
    
    
    
    
    SingaporePlanet PSG Pte Limited
    
    
    
    
    
    Singapore
 36




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##### Table of Contents



Country ofDirect Subsidiaries
    
    Step subsidiaries
    
    IncorporationPlanet PSG Pte Limited
    
    
    
    MalaysiaSpectramind Inc.
    
    
    
    
    
    USA
   Property, Plant and Equipment
      37




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Material Plans to Construct, Expand and Improve Facilities
  Legal Proceedings
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Readers are cautioned that this discussion contains forward-looking statements that involve
risks and uncertainties. When used in this discussion, the words anticipate, believe,
estimate, intend ,could, may, plan, predict, should, would, will and expect
and other similar expressions as they relate to the company or our business are intended to
identify such forward-looking statements. These forwardlooking statements speak only as of the
date of this report, and we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events, or otherwise.
Actual results, performances or achievements could differ materially from those expressed or
implied in such forward-looking statements. Factors that could cause or contribute to such
differences include those described under the heading Risk Factors, as well as the other factors
discussed in this report. Readers are cautioned not to place undue reliance on these
forward-looking statements. The following discussion and analysis should be read in conjunction
with our financial statements included herein and the notes thereto.
 Overview
   Wipro Limited and subsidiariesYears ended March 31,2005
    
    
    2006
    
    
    2007(in millions except earnings per share data)Revenue
    
    Rs. 81,353
    
    
    Rs. 106,107
    
    
    
    149,431Cost of revenue
    
    
    (53,895
    )
    
    
    (71,647
    )
    
    
    (102,200
    )Gross profit
    
    
    27,458
    
    
    
    34,460
    
    
    
    47,231Gross margins
    
    
    34
    %
    
    
    33
    %
    
    
    32
    %Operating income
    
    
    17,857
    
    
    
    21,972
    
    
    
    29,868Loss on direct issue of
stock by
subsidiary
    
    
    (207
    )
    
    
    
    
    
    
    Net income
    
    
    15,833
    
    
    
    20,270
    
    
    
    29,169Earnings per shareBasic
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.45Diluted
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.20
 38




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##### Table of Contents



Year ended March 31,2005
    
    
    2006
    
    
    2007Percentage
    
    
    Percentage
    
    
    PercentageRevenue:Global IT Services and ProductsIT Services and Products
    
    
    67
    
    
    
    68
    
    
    
    65BPO Services
    
    
    8
    
    
    
    7
    
    
    
    6Acquisitions
    
    
    
    
    
    
    1
    
    
    
    3Total
    
    
    75
    
    
    
    76
    
    
    
    74India and AsiaPac IT Services and Products
    
    
    16
    
    
    
    16
    
    
    
    16Consumer Care and Lighting
    
    
    6
    
    
    
    5
    
    
    
    5Others
    
    
    3
    
    
    
    3
    
    
    
    5100
    
    
    
    100
    
    
    
    100Operating Income:Global IT Services and ProductsIT Services and Products
    
    
    83
    
    
    
    84
    
    
    
    82BPO Services
    
    
    6
    
    
    
    5
    
    
    
    7Acquisitions
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    89
    
    
    
    88
    
    
    
    89India and AsiaPac IT Services and Products
    
    
    5
    
    
    
    6
    
    
    
    7Consumer Care and Lighting
    
    
    4
    
    
    
    4
    
    
    
    3Others
    
    
    2
    
    
    
    2
    
    
    
    1100
    
    
    
    100
    
    
    
    100
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Total revenues increased by 41% from Rs. 106,107
million for the year ended March 31, 2006 to Rs. 149,431 million for the year ended March 31, 2007.
This was driven primarily by a 39%, 23%, 45%, 34%
and 115% increase in revenue from our IT Services
and Products, BPO Services, India and AsiaPac IT
Services and Products, Consumer Care and Lighting
and Others business segments, respectively.§
    
    As a percentage of total revenue, gross profit
declined marginally by 1% from 33% for the year
ended March 31, 2006 to 32% for the year ended
March 31, 2007. This was primarily on account of a
decline in gross profit as a percentage of revenue
from our IT Services and Products segment from 36%
for the year ended March 31, 2006 to 34% for the
year ended March 31, 2007 and Others from 25% for
the year ended March 31, 2006 to 19% for the year
ended March 31, 2007 which was partially offset by
an increase in gross profit as a percentage of
revenue from our BPO services from 24% for the
year ended March 31, 2006 to 34% for the year
ended March 31, 2007. Gross profit as a percentage
of total revenue for Consumer Care and Lighting
segment declined by 2% from 37% for the year ended
March 31, 2006 to 35% for the year ended March 31,
2007. Gross profit as a percentage of revenues
from our India and AsiaPac IT Services and
Products remained constant at 22% for the years
ended March 31, 2005 and 2006.§
    
    Selling and marketing expenses increased by 44%
from Rs. 6,764 million for the year ended March
31, 2006 to Rs. 9,173 million for the year ended
March 31, 2007. This increase was primarily on
account of an increase in selling and marketing
expenses in our IT Services business by Rs. 1,107
million, an increase in selling and marketing
expenses in our India and AsiaPac IT Services and
Products business by Rs. 676 million, an increase
in the selling and marketing expenses in our
Consumer Care and Lighting business by Rs. 322
million and an increase in selling and marketing
expenses in Others including reconciling items by
Rs. 253 million.§
    
    General and administrative expenses increased by
46% from Rs. 5,239 million for the year ended
March 31, 2006 to Rs. 7,639 million for the year
ended March 31, 2007. This increase was primarily
on account of an increase in general and
administrative expenses of our IT Services and
Products business by Rs. 1,350 million, an
increase in BPO Services by Rs. 231 million, an
increase in general and administrative expenses of
our India and AsiaPac IT Services and Products
business by Rs. 357 million, and an increase in
general and administrative expenses of Others
including reconciling items by Rs. 444 million.
 39




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##### Table of Contents



§
    
    As a result of the foregoing factors, operating
income increased by 36% from Rs. 21,972 million
for the year ended March 31, 2006 to Rs. 29,868
million for the year ended March 31, 2007.§
    
    Other income, net, increased from Rs. 1,276
million for the year ended March 31, 2006 to Rs.
2,667 million for the year ended March 31, 2007.
The increase in other income was primarily due to
an increase in the average quantum of investments
and an increase in the average yield during the
year ended March 31, 2007.§
    
    Income taxes increased by 14% from Rs. 3,265
million for the year ended March 31, 2006 to Rs.
3,723 million for the year ended March 31, 2007.
Our effective tax rate decreased from 13.9% for
the year ended March 31, 2006 to 11.3% for the
year ended March 31, 2007. This decrease was
primarily attributable to reversal of income taxes
in respect of prior years and an increase in the
share of income which is exempt from tax.§
    
    Equity in earnings of affiliates for the year
ended March 31, 2006 and 2007 was Rs. 288 million
and Rs. 318 million respectively. Equity in
earnings of affiliates of Rs. 318 million for the
year ended March 31, 2007 comprises equity in
earnings of Wipro GE of Rs. 302 million, net gain
on sale of a portion of the interest in WeP
Peripherals of Rs. 40 million and equity in loss
of WM Net Serv of Rs. 24 million. Equity in
earnings of affiliates of Rs. 288 million for the
year ended March 31, 2006 comprises equity in
earnings of Wipro GE of Rs. 259 million and equity
in earnings of WeP Peripherals of Rs. 29 million.§
    
    As a result of the foregoing factors, net income
increased by 44% from Rs. 20,270 million for the
year ended March 31, 2006 to Rs. 29,169 million
for the year ended March 31, 2007.
 Analysis of year ended March 31, 2006 and 2005
 §
    
    Our total revenues increased by 30% from Rs.
81,353 million for the year ended March 31, 2005
to Rs. 106,107 million for the year ended March
31, 2006. This was driven primarily by a 34%, 19%,
23%, 23% and 23% increase in revenue from our IT
Services and Products, BPO Services, India and
AsiaPac IT Services and Products, Consumer Care
and Lighting and Others business segments,
respectively.§
    
    As a percentage of total revenue, gross profit
declined marginally by 1% from 34% for the year
ended March 31, 2005 to 33% for the year ended
March 31, 2006. This was primarily on account of a
decline in gross profit as a percentage of revenue
from our IT Services and Products segment from 38%
for the year ended March 31, 2005 to 36% for the
year ended March 31, 2006 and BPO Services from
26% for the year ended March 31, 2005 to 24% for
the year ended March 31, 2006 which was partially
offset by an increase in gross profit as a
percentage of revenue from our Consumer Care and
Lighting segment by 1% from 36% for the year ended
March 31, 2005 to 37% for the year ended March 31,
2006. Gross profit as a percentage of revenues
from our India and AsiaPac IT Services and
Products remained constant at 22% for the years
ended March 31, 2005 and 2006.§
    
    Selling and marketing expenses increased by 24%
from Rs. 5,466 million for the year ended March
31, 2005 to Rs. 6,764 million for the year ended
March 31, 2006. This increase was primarily on
account of an increase in selling and marketing
expenses in our IT Services business by Rs. 771
million, a decrease in BPO Services by Rs. 52
million, an increase in selling and marketing
expenses in our India and AsiaPac IT Services and
Products business by Rs. 241 million and increase
in the selling and marketing expenses in our
Consumer Care and Lighting business by Rs. 284
million and an increase in selling and marketing
expenses in Others including reconciling items by
Rs. 54 million.§
    
    General and administrative expenses increased 40%
from Rs. 3,744 million for the year ended March
31, 2005 to Rs. 5,238 million for the year ended
March 31, 2006. This increase was primarily on
account of an increase in general and
administrative expenses of our IT Services and
Products business by Rs. 1,167 million, an
increase in BPO Services by Rs. 238 million, an
increase in general and administrative expenses of
our India and AsiaPac IT Services and Products
business by Rs. 53 million, an increase in general
and administrative expenses of our Consumer Care
and Lighting business by Rs. 20 million and an
increase in general and administrative expenses of
Others including reconciling items by Rs. 16
million.§
    
    As a result of the foregoing factors, operating
income increased by 23% from Rs. 17,857 million
for the year ended March 31, 2005 to Rs. 21,972
million for the year ended March 31, 2006.§
    
    Other income, net, increased from Rs. 799 million
for the year ended March 31, 2005 to Rs. 1,276
million for the year ended March 31, 2006. The
increase in other income is primarily due to an
increase in the average quantum of investments and
an increase in the average yield during the year
ended March 31, 2006.
 40




---



##### Table of Contents



§
    
    Income taxes increased by 21% from Rs. 2,694
million for the year ended March 31, 2005 to Rs.
3,265 million for the year ended March 31, 2006.
Our effective tax rate decreased from 14.5% for
the year ended March 31, 2005 to 13.9% for the
year ended March 31, 2006. Income taxes for the
year ended March 31, 2006 include reversal of
provision of Rs. 175 million in respect of prior
years due to a favorable tax order. Excluding
this, our effective tax rate increased from 14.5%
for the year ended March 31, 2005 to 14.9% for the
year ended March 31, 2006. The increase in
effective tax rate is primarily on account of an
increase in the proportion of income being subject
to tax.§
    
    Equity in earnings of affiliates for the year
ended March 31, 2005 and 2006 was Rs. 158 million
and Rs. 288 million respectively. Equity in
earnings of affiliates of Rs. 288 million for the
year ended March 31, 2006 comprises equity in
earnings of Wipro GE of Rs. 259 million and equity
in earnings of WeP Peripherals of Rs. 29 million.
Equity in earnings of affiliates of Rs. 158
million for the year ended March 31, 2005
comprises equity in earnings of Wipro GE of Rs.
126 million and equity in earnings of WeP
Peripherals of Rs. 32 million.§
    
    As a result of the foregoing factors, net income
increased by 28% from Rs. 15,832 million for the
year ended March 31, 2005 to Rs. 20,270 million
for the year ended March 31, 2006.
 Segment analysis
 Reorganization of segments:
  Global IT Services and Products
    Global IT Services and Products
 Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)RevenueIT Services and Products
    
    Rs. 54,256
    
    
    Rs. 72,887
    
    
    
    101,353BPO Services
    
    
    6,433
    
    
    
    7,626
    
    
    
    9,389Total
    
    
    60,689
    
    
    
    80,513
    
    
    
    110,742Gross profitIT Services and Products
    
    
    20,476
    
    
    
    25,901
    
    
    
    34,536BPO Services
    
    
    1,693
    
    
    
    1,817
    
    
    
    3,216Total
    
    
    22,169
    
    
    
    27,718
    
    
    
    37,752Selling and marketing expenses
    
    
    (3,223
    )
    
    
    (3,942
    )
    
    
    (5,100
    )
 41




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##### Table of Contents



Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)General and administrative expenses
    
    
    (2,739
    )
    
    
    (4,144
    )
    
    
    (5,725
    )Research and development expenses
    
    
    (274
    )
    
    
    (202
    )
    
    
    (268
    )Amortization of intangibles
    
    
    (122
    )
    
    
    (31
    )
    
    
    (225
    )Others, net
    
    
    14
    
    
    
    10
    
    
    
    94Operating income
    
    
    15,825
    
    
    
    19,409
    
    
    
    26,528Revenue growth rate over prior period
    
    
    39
    %
    
    
    33
    %
    
    
    37
    %Gross margin
    
    
    37
    %
    
    
    35
    %
    
    
    34
    %Operating margin
    
    
    26
    %
    
    
    24
    %
    
    
    24
    %
  IT Services and Products
 Year ended March 31,2005
    
    2006(in millions)
    
    
    
    
    
    (in millions)IT Services
    
    Acquisitions
    
    TotalRevenue
    
    
    54,256
    
    
    
    72,419
    
    
    
    468
    
    
    
    72,887Gross profit
    
    
    20,476
    
    
    
    25,813
    
    
    
    88
    
    
    
    25,901Selling and marketing expenses
    
    
    (3,122
    )
    
    
    (3864
    )
    
    
    (29
    )
    
    
    (3,893
    )General and administrative expenses
    
    
    (2,226
    )
    
    
    (3345
    )
    
    
    (47
    )
    
    
    (3,392
    )Research and Development expenses
    
    
    (274
    )
    
    
    (202
    )
    
    
    
    
    
    
    (202
    )Amortization of intangibles
    
    
    (52
    )
    
    
    (8
    )
    
    
    (18
    )
    
    
    (26
    )Others, net
    
    
    15
    
    
    
    7
    
    
    
    3
    
    
    
    10Operating income
    
    
    14,817
    
    
    
    18,401
    
    
    
    (3
    )
    
    
    18,398Revenue growth rate over prior
period
    
    
    38
    %
    
    
    33
    %
    
    
    0
    
    
    
    34
    %Gross margin
    
    
    38
    %
    
    
    36
    %
    
    
    19
    %
    
    
    36
    %Operating margin
    
    
    27
    %
    
    
    25
    %
    
    
    (1
    )%
    
    
    25
    %
 Year ended March 31, 2007(in millions)IT Services
    
    Acquisitions
    
    TotalRevenue
    
    
    96,548
    
    
    
    4,805
    
    
    
    101,353Gross profit
    
    
    33,877
    
    
    
    659
    
    
    
    34,536Selling and marketing expenses
    
    
    (4,883
    )
    
    
    (117
    )
    
    
    (5,000
    )General and administrative expenses
    
    
    (4,230
    )
    
    
    (512
    )
    
    
    (4,742
    )Research and development expenses
    
    
    (268
    )
    
    
    
    
    
    
    (268
    )Amortization of intangibles
    
    
    
    
    
    
    (220
    )
    
    
    (220
    )Others, net
    
    
    13
    
    
    
    81
    
    
    
    94Operating income
    
    
    24,509
    
    
    
    (109
    )
    
    
    24,400Revenue growth rate over prior
period
    
    
    33
    %
    
    
    0
    
    
    
    39
    %Gross margin
    
    
    35
    %
    
    
    14
    %
    
    
    34
    %Operating margin
    
    
    25
    %
    
    
    (2
    )%
    
    
    24
    %
  42




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##### Table of Contents



BPO Services
 Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)Revenue
    
    
    6,433
    
    
    
    7,626
    
    
    
    9,389Gross profit
    
    
    1,693
    
    
    
    1,817
    
    
    
    3,216Selling and marketing expenses
    
    
    (102
    )
    
    
    (49
    )
    
    
    (100
    )General and administrative expenses
    
    
    (513
    )
    
    
    (752
    )
    
    
    (983
    )Amortization of intangibles
    
    
    (70
    )
    
    
    (5
    )
    
    
    (5
    )Operating income
    
    
    1,008
    
    
    
    1,011
    
    
    
    2,128Revenue growth rate over prior period
    
    
    47
    %
    
    
    19
    %
    
    
    23
    %Gross margin
    
    
    26
    %
    
    
    24
    %
    
    
    34
    %Operating margin
    
    
    16
    %
    
    
    13
    %
    
    
    23
    %
  Analysis of year ended March 31, 2007 and 2006
 §
    
    Global IT Services and Products revenue increased
by 37% from Rs. 80,726 million for the year ended
March 31, 2006 to Rs. 110,921 million for the year
ended March 31, 2007. IT Services and Products
revenue increased by 39% from Rs. 73,061 million
for the year ended March 31, 2006 to Rs. 101,509
million for the year ended March 31, 2007. The
increase in revenues from IT Services and Products
is attributable primarily to two factors. First,
we integrated the acquisitions of mPower, New
logic, cMango, Saraware, Enabler and Quantech.
Second, the increase in revenue from this business
segment comprises a 41% increase in revenue from
enterprise services and a 30% increase in revenue
from technology services. The increase in revenue
from enterprise services was primarily driven by
increased revenue from services provided to
customers in the financial services, healthcare
and retail sectors. The increase in revenue from
technology services was primarily driven by
increased revenue from services provided to
customers in the telecom sector and from the
design and development of embedded software
solutions for customers in the consumer
electronics sector. In our IT Services and
Products business segment, we added 194 new
clients during the year ended March 31, 2007. The
total number of clients that individually
accounted for over $1 million run rate in revenue
increased from 195 as of March 31, 2006 to 233 as
of March 31, 2007.BPO Services revenue increased by 23% from Rs. 7,626 million for the year ended March 31, 2006
to Rs. 9,389 million for the year ended March 31, 2007. This increase in revenue from our BPO
Services business segment was primarily due to an increase in the number of clients and an
increase in the scope and volume of services provided to existing clients. In our BPO Services
business segment, we added 2 new clients during the year ended March 31, 2007. The total number
of clients that individually accounted for over $ 1 million run rate in revenue increased from
17 as of March 31, 2006 to 22 as of March 31, 2007.§
    
    Our gross profit as a percentage of revenues of our Global IT Services and Products has
decreased marginally from 35% of revenue for the year ended March 31, 2006 to 34% of revenue
for the year ended March 31 2007 primarily on account of:Our gross profit as a percentage of revenues of our IT services and products declined by 2% from
36% for the year ended March 31, 2006 to 34% for the year ended March 31, 2007. The decrease was
primarily due to an increase in compensation costs for offshore and onsite employees, as a part
of our compensation review in January 2006, September 2006, November 2006 and January 2007,
compensation costs arising from the grant of additional stock options, lower utilization rates
of our IT professionals, and changes in the onsite-offshore mix during the year as compared to
the same period last year. Our gross profit as a percentage of revenues was also impacted by
acquisitions which have lower gross profit margins.Our gross profit as a percentage of revenues of our BPO services increased from 24% for the year
ended March 31, 2006 to 34% for the year ended March 31, 2007. The increase in gross profit
percentage as a percentage of revenue was primarily due to the rationalization of low-margin
projects, higher billing rates and the result of our cost containment initiatives.
 43




---



##### Table of Contents



§
    
    Selling and marketing expenses for our Global IT Services and
Products business segment increased by 29% from Rs. 3,942 million
for the year ended March 31, 2006 to Rs. 5,100 million for the
year ended March 31, 2007. This increase was primarily driven by a
28% increase in the selling and marketing expenses in our IT
Services and Products business from Rs. 3,893 million for the year
ended March 31, 2006 to Rs. 5,000 million for the year ended March
31, 2007. This increase was primarily due to an increase in the
number of our sales and marketing personnel from 213 as of March
31, 2006 to 340 as of March 31, 2007, an increase in compensation
costs as part of our compensation review in January 2006 and
January 2007, the impact of an increase in our sales promotional
activities and the impact of additional stock options granted in
July 2006 and November 2006.§
    
    General and administrative expenses for our Global IT Services and
Products business segment increased by 38% from Rs. 4,144 million
for the year ended March 31, 2006 to Rs. 5,725 million for the
year ended March 31, 2007. This increase was primarily due to an
increase of Rs. 1,350 in general and administrative expenses of
our IT Services and Products business. General and administrative
expenses of our BPO Services business increased by Rs. 231
million. The increase in the general and administrative expenses
in our IT Services and Products business was primarily due to an
increase in compensation costs due to our compensation review in
September 2006, November 2006 and January 2007 and additional
stock options granted during the period, an increase in the number
of support staff and an increase in the volume of operations
during the year. The increase in general and administrative
expenses in our BPO Services business was primarily due to an
increase in compensation costs as part of our compensation review
and an increase in support staff consistent with the increase in
business volumes.§
    
    As a result of the above, operating income of our IT Services and
Products business increased by 33% from Rs. 18,399 million for the
year ended March 31, 2006 to Rs. 24,400 million for the year ended
March 31, 2007. Operating income of our BPO services increased
from Rs. 1,011 million for the year ended March 31, 2006 to Rs.
2,128 million for the year ended March 31, 2007.
 Analysis of year ended March 31, 2006 and 2005
 §
    
    Global IT Services and Products revenue increased by 33% from Rs. 60,713 million for the
year ended March 31, 2005 to Rs. 80,726 million for the year ended March 31, 2006. IT
Services and Products revenue increased by 34% from Rs. 54,256 million for the year ended
March 31, 2005 to Rs. 73,061 million for the year ended March 31, 2006. This increase was
attributable primarily to two factors. First, we acquired mPower and New Logic in December
2005. Second, the increase in revenues from IT Services comprises of a 36% increase in
revenues from enterprise services and a 36% increase in revenue from technology services.
The increase in revenue from enterprise services was primarily driven by increased revenue
from services provided to customers in the financial services, energy and utilities and
healthcare and other sectors. The increase in revenue from technology services was
primarily driven by increased revenue from the design and development of embedded software
solutions for customers in the consumer electronics sector. In our IT Services and Products
business segment, we added 166 new clients during the year ended March 31, 2006. The total
number of clients that individually accounted for over $ 1 million run rate in revenue
increased from 144 as of March 31, 2005 to 195 as of March 31, 2006.BPO Services revenue increased by 19% from Rs. 6,433 million for the year ended March 31,
2005 to Rs. 7,626 million for the year ended March 31, 2006. This increase in revenue from
our BPO Services business segment was primarily due to an increase in the number of clients
and an increase in the scope and volume of services provided to existing clients. In our
BPO Services business segment, we added 5 new clients during the year ended March 31, 2006.
The total number of clients that individually accounted for over $ 1 million run rate in
revenue increased from 13 as of March 31, 2005 to 17 as of March 31, 2006.§
    
    Our gross profit as a percentage of revenues of our Global IT Services and Products has
decreased by 2% from 37% of revenue for the year ended March 31, 2005 to 35% of revenue for
the year ended March 31 2006 primarily on account of:Our gross profit as a percentage of revenues of our IT services and products declined by 2%
from 38% for the year ended March 31, 2005 to 36% for the year ended March 31, 2006. The
decrease was primarily due to an increase in compensation costs for offshore and onsite
employees, as a part of our compensation review in November 2005 and January 2006
respectively, an increase in amortization of deferred compensation costs and impact of
fringe benefit taxes. Our gross profit as a percentage of revenues was also impacted by the
new acquisitions which have a lower gross profit margin.Our gross profit as a percentage of revenues of our BPO services declined by 2% from 26% for
the year ended March 31, 2005 to 24% for the year ended March 31, 2006. The decrease was
primarily due to increase in compensation costs as part of our compensation review in
October 2005, an increase in amortization of deferred compensation costs and the impact of
fringe benefit taxes.
 44




---



##### Table of Contents



§
    
    Selling and marketing expenses for our Global IT Services and Products business segment
increased by 22% from Rs. 3,223 million for the year ended March 31, 2005 to Rs. 3,942
million for the year ended March 31, 2006. This was primarily due to a 25% increase in the
selling and marketing expenses in our IT Services and Products business from Rs. 3,122
million for the year ended March 31, 2005 to Rs. 3,893 million for the year ended March 31,
2006, partially offset by a decline of 52% in the selling and marketing expenses in BPO
Services, from Rs. 102 million for the year ended March 31, 2005 to Rs. 49 million for the
year ended March 31, 2006. The increase of Rs. 771 million in selling and marketing
expenses in our IT Services and Products business was primarily due to an increase in the
number of our sales and marketing personnel from 173 as of March 31, 2005 to 213 as of
March 31, 2006, an increase in compensation costs as part of our compensation review in
January 2006, and an increase in the amortization of deferred compensation costs. The
decline of Rs. 52 million in the selling and marketing expenses in our BPO Services
business is primarily on account of a rationalization of the sales force.§
    
    General and administrative expenses for our Global IT Services and Products business
segment increased by 51% from Rs. 2,739 million for the year ended March 31, 2005 to Rs.
4,144 million for the year ended March 31, 2006. The increase of Rs. 1,405 million in
general and administrative expenses is primarily due to an increase in general and
administrative expenses of our IT Services and Products business by Rs. 1,167 million and
an increase in general and administrative expenses of our BPO Services business by Rs. 238
million. The increase of Rs. 1,167 million in the general and administrative expenses in
our IT Services and Products business was primarily due to an increase in compensation
costs as part of our compensation review from November 2005 at offshore and January 2006 at
onsite, an increase in provision for doubtful receivables and an increase in recruitment
expenditure due to increase in the number of hires. The increase of Rs. 238 million in the
general and administrative expenses in our BPO Services business is primarily due to an
increase in compensation costs as part of our compensation review effective October 2005,
higher occupancy costs and increase in expenditure on recruiting employees.§
    
    Operating income of our IT Services and Products business increased by 24% from Rs.
14,817 million for the year ended March 31, 2005 to Rs. 18,399 million for the year ended
March 31, 2006. Operating income of our BPO services increased from Rs. 1,008 million for
the year ended March 31, 2005 to Rs. 1,011 million for the year ended March 31, 2006.
 India and AsiaPac IT Services and Products .
   Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)RevenueServices
    
    Rs.  4,709
    
    
    Rs.  6,097
    
    
    Rs. 8,369Products
    
    
    8,686
    
    
    
    10,378
    
    
    
    15,494Total
    
    
    13,395
    
    
    
    16,475
    
    
    
    23,863Gross profitServices
    
    
    2,030
    
    
    
    2,548
    
    
    
    3,757Products
    
    
    871
    
    
    
    1092
    
    
    
    1,551Total
    
    
    2,901
    
    
    
    3,640
    
    
    
    5,308Selling and marketing expenses
    
    
    (1,150
    )
    
    
    (1,392
    )
    
    
    (2,068
    )General and administrative expenses
    
    
    (788
    )
    
    
    (841
    )
    
    
    (1,198
    )Amortization of intangibles
    
    
    
    
    
    
    (12
    )
    
    
    (32
    )Others, net
    
    
    7
    
    
    
    9
    
    
    
    29Operating income
    
    
    970
    
    
    
    1404
    
    
    
    2,039Revenue growth rate over prior period
    
    
    42
    %
    
    
    23
    %
    
    
    45
    %Gross margin
    
    
    22
    %
    
    
    22
    %
    
    
    22
    %Operating margin
    
    
    7
    %
    
    
    9
    %
    
    
    9
    %
 45




---



##### Table of Contents



Analysis of year ended March 31, 2007 and 2006
 §
    
    India and AsiaPac IT Services and Products revenue increased by 45% from Rs. 16,477
million for the year ended March 31, 2006 to Rs. 23,888 million for the year ended March
31, 2007. Revenue from the products component of our India and AsiaPac IT Services and
Products business segment increased by 50% from Rs. 10,380 million for the year ended March
31, 2006 to Rs. 15,520 million for the year ended March 31, 2007. The increase is
attributable to an increase in revenue from traded products by 42% and in manufactured
products by 35%.Revenue from the services component of our India and AsiaPac IT Services and Products
business segment grew by 37% from Rs. 6,097 million in the year ended March 31, 2006 to Rs.
8,369 million for the year ended March 31, 2007. The increase was primarily due to an
increase in revenue from service lines including consulting services, system integration
services and total outsourcing services, and growth in our core business of hardware and
software support and maintenance services.§
    
    As a percentage of India and AsiaPac IT Services and Products revenue, gross profit
remained constant at 22% for the years ended March 31, 2006 and 2007. Our gross profit as a
percentage of revenues of our services segment of our India and AsiaPac IT Services and
Products improved by 3% from 42% for the year ended March 31, 2006 to 45% for the year
ended March 31, 2007. This improvement was primarily due to higher realization rates and
better utilization of the personnel.This decline was offset by a marginal decline in gross profit as a percentage of revenues of
our products segment of our India and AsiaPac IT Services and Products from 11% for the year
ended March 31, 2006 to 10% for the year ended March 31, 2007. Our gross margin for Products
has declined due to an increase in the proportion of revenues from products with lower gross
margins.§
    
    Selling and marketing expenses for our India and AsiaPac IT Services and Products
business segment increased by 49% from Rs. 1,392 million for the year ended March 31, 2006
to Rs. 2,068 million for the year ended March 31, 2007. This was primarily due to an
increase in compensation costs due to an increase in the number of sales and marketing
personnel for this business segment, an increase in compensation costs as part of our
compensation review in October 2006, an increase in dealer commission consequent to an
increase in proportion of sales initiated through distribution channels and an increase in
a marketing activities which is in line with the increase in the business volumes.§
    
    General and administrative expenses for our India and AsiaPac IT Services and Products
business segment increased by 42% from Rs. 841 million for the year ended March 31, 2006 to
Rs. 1,198 million for the year ended March 31, 2007. This was primarily due to an increase
in compensation costs as part of our compensation review in October 2006.§
    
    As a result of the above, operating income of our India and AsiaPac IT Services and
Products increased by 46% from Rs. 1,404 million for the year ended March 31, 2006 to Rs.
2,039 million for the year ended March 31, 2007.
 Analysis of year ended March 31, 2006 and 2005
 §
    
    India and AsiaPac IT Services and Products revenue increased by 23% from Rs. 13,403
million for the year ended March 31, 2005 to Rs. 16,477 million for the year ended March
31, 2006. Revenue from the products component of our India and AsiaPac IT Services and
Products business segment increased by 19% from Rs. 8,694 million for the year ended March
31, 2005 to Rs. 10,380 million for the year ended March 31, 2006. The increase was
attributable to an increase in revenue from traded products by 22% and in manufactured
products by 11%.Revenue from the services component of our India and AsiaPac IT Services and Products
business segment grew by 29% from Rs. 4,709 million in the year ended March 31, 2005 to Rs.
6,097 million for the year ended March 31, 2006. The increase was primarily due to an
increase in revenue from service lines like consulting
 46




---



##### Table of Contents



services and system integration
services and growth in our core service business of hardware and software support and
maintenance services.§
    
    As a percentage of India and AsiaPac IT Services and Products revenue, gross profit
remained constant at 22% for the years ended March 31, 2005 and 2006. Our gross profit as a
percentage of revenues of our services segment of our India and AsiaPac IT Services and
Products declined by 1% from 43% for the year ended March 31, 2005 to 42% for the year
ended March 31, 2006. This decline was offset by an increase in the gross profit as a
percentage of revenues of our products segment of our India and AsiaPac IT Services and
Products by 1% from 10% for the year ended March 31, 2005 to 11% for the year ended March
31, 2006.§
    
    Selling and marketing expenses for our India and AsiaPac IT Services and Products
business segment increased by 21% from Rs. 1150 million for the year ended March 31, 2005
to Rs. 1,392 million for the year ended March 31, 2006. This was primarily due to two
factors. First, an increase in compensation costs due to an increase in the number of sales
and marketing personnel for this business segment and an increase in compensation costs as
part of our compensation review in November 2005. Second, an increase in shipping and
handling costs from Singapore to customer locations on account of an increase in proportion
of revenues from our overseas manufacturing facilities.§
    
    General and administrative expenses for our India and AsiaPac IT Services and Products
business segment increased by 7% from Rs. 788 million for the year ended March 31, 2005 to
Rs. 841 million for the year ended March 31, 2006. This was primarily due to an increase in
compensation costs as part of our compensation review in November 2005.§
    
    As a result of the above, operating income of our India and AsiaPac IT Services and
Products increased by 45% from Rs. 970 million for the year ended March 31, 2005 to Rs.
1,404 million for the year ended March 31, 2006.
 Consumer Care and Lighting
  Consumer Care and Lighting
 Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)Revenue
    
    Rs. 4,555
    
    
    Rs. 5,625
    
    
    Rs. 7,563Gross profit
    
    
    1,629
    
    
    
    2,069
    
    
    
    2,658Selling and marketing expenses
    
    
    (877
    )
    
    
    (1,160
    )
    
    
    (1,483
    )General and administrative expenses
    
    
    (82
    )
    
    
    (102
    )
    
    
    (120
    )Amortization of intangibles
    
    
    (18
    )
    
    
    (21
    )
    
    
    (4
    )Others, net
    
    
    19
    
    
    
    13
    
    
    
    19Operating income
    
    
    671
    
    
    
    799
    
    
    
    1,069Revenue growth rate over prior period
    
    
    28
    %
    
    
    23
    %
    
    
    34
    %Gross margin
    
    
    36
    %
    
    
    37
    %
    
    
    35
    %Operating margin
    
    
    15
    %
    
    
    14
    %
    
    
    14
    %
  Analysis of year ended March 31, 2007 and 2006
 §
    
    Consumer Care and Lighting revenue increased by 34% from Rs. 5,625 million for the year
ended March 31, 2006 to Rs. 7,563 million for the year March 31, 2007. The increase in
revenue is attributable to an increase in the volume of our soap, lighting and furniture
products, an increase in the prices of certain products and the integration of sales from
our acquisition of Northwest.§
    
    As a percentage of Consumer Care and Lighting revenue, gross profit decreased by 2% from
37% for the year ended March 31, 2006 to 35% for the year ended March 31, 2007. This was
primarily due to an increase in the
 47




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proportion of revenue from furniture and lighting
products, which typically have lower gross margins as compared to soap products.§
    
    Selling and marketing expenses for our Consumer Care and Lighting business increased by
28% from Rs. 1,160 million for the year ended March 31, 2006 to Rs. 1,483 million for the
year ended March 31, 2007. This was primarily due an increase in sales promotion expenses
for building brands and expanding market share in select geographies in this business
segment and increase in sales personnel and increase in compensation costs.§
    
    As a result of the above, operating income of our Consumer Care and Lighting
business increased by 34% from Rs. 799 million for the year ended March 31, 2006 to Rs.
1,069 million for the year ended March 31, 2007.
 Analysis of year ended March 31, 2006 and 2005
 §
    
    Consumer Care and Lighting revenue increased by 23% from Rs. 4,555 million for the year
ended March 31, 2005 to Rs. 5,625 million for the year March 31, 2006. This was primarily
due to increased efforts on expanding market presence in select geographies which resulted
in higher sales of soap products, lighting (luminous and compact fluorescent lamp).§
    
    As a percentage of Consumer Care and Lighting revenue, gross profit increased by 1% from
36% for the year ended March 31, 2005 to 37% for the year ended March 31, 2006. This was
due to an increase in the proportion of revenues from soap products which typically have
higher margins than lighting products.§
    
    Selling and marketing expenses for our Consumer Care and Lighting business increased by
32% from Rs. 877 million for the year ended March 31, 2005 to Rs. 1,160 million for the
year ended March 31, 2006. This was primarily due an increase in sales promotion expenses
for building brands and expanding market share in select geographies in this business
segment and an increase in sales personnel and an increase in compensation costs.§
    
    General and administrative expenses for Consumer Care and Lighting increased by 24% from
Rs. 82 million for the year ended March 31, 2005 to Rs. 102 million for the year ended
March 31, 2006. The increase was primarily due to an increase in compensation costs as part
of our compensation review which is effective from November 2005.§
    
    As a result of the above, operating income of our Consumer Care and Lighting increased
by 19% from Rs. 671 million for the year ended March 31, 2005 to Rs. 798 million for the
year ended March 31, 2006.
 Others, including reconciling items
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Revenue from Others increased from Rs. 3,279 million for the year ended March 31, 2006
to Rs. 7,063 million for the year ended March 31, 2007. This was primarily due to
integration of the revenues arising from our acquisition of Hydrauto Group of Rs. 2,756
million and an increase in revenue from the sale of hydraulic cylinders and tipping gear
systems.§
    
    As a percentage of revenue, gross profit declined from 25% of revenue for the year ended
March 31, 2006 to 19% of revenue for the year ended March 31, 2007. This was primarily due
to integration of our acquisition of Hydrauto Group, which reported a gross profit of 13%
during the year ended March 31, 2007.§
    
    Selling and marketing expenses for Others, including reconciling items, have increased
from Rs. 270 million for the year ended March 31, 2006 to Rs. 523 million for the year
ended March 31, 2007. This increase is attributable to an increase in use of premium
distribution channel for deliveries and due to integration of Hydrauto Group during the
year ended March 31, 2007.§
    
    General and administrative expenses for Others, including reconciling items, have
increased from Rs. 151 million for the year ended March 31, 2006 to Rs. 596 million for the
year ended March 31, 2007. This was primarily due to integration of our acquisition of
Hydrauto Group during the year ended March 31, 2007.§
    
    As a result of the above, operating income of Others, including reconciling items,
declined from Rs. 360 million for the year ended March 31, 2006 to Rs. 231 million for the
year ended March 31, 2007.
 48




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Analysis of year ended March 31, 2006 and 2005
 
    
    Revenue from Others increased by 22% from Rs. 2,681 million for the year ended March 31,
2005 to Rs. 3,279 million for the year ended March 31, 2006. This was primarily due to a
37% increase in the revenues from the sale of hydraulic cylinders and tipping gear systems
in our Wipro Infrastructure Engineering business.
    
    Selling and marketing expenses for Others, including reconciling items, increased by 25%
from Rs. 216 million for the year ended March 31, 2005 to Rs. 270 million for the year
ended March 31, 2006.
    
    General and administrative expenses for Others, including reconciling items, increased
by 12% from Rs. 135 million for the year ended March 31, 2005 to Rs. 151 million for the
year ended March 31, 2006.
    
    As a result of the above, operating income of Others, including reconciling items,
declined by Rs. 31 million from Rs. 391 million for the year ended March 31, 2005 to Rs.
360 million for the year ended March 31, 2006.
 Acquisitions
 Acquisition of Ownership Interest in a Subsidiary
    mPower Software Services Inc. and subsidiaries
    Description
    
    Fair value(in millions)Net tangible assets
    
    Rs.
    185Customer-related intangibles
    
    
    513Deferred tax liabilities
    
    
    (177
    )Goodwill
    
    
    754Total
    
    Rs.
    1,275
 BVPENTE Beteiligungsverwaltung GmbH and subsidiaries
  49




---



##### Table of Contents



Description
    
    Fair value(in millions)Net tangible assets
    
    Rs.
    307Customer-related intangibles
    
    
    117Technology-related intangibles
    
    
    96Deferred tax liabilities
    
    
    (53
    )Goodwill
    
    
    758Total
    
    Rs.
    1,225
  cMango Inc. and subsidiaries
    Description
    
    Fair value(in millions)Net tangible assets/(liabilities)
    
    Rs.
    (23
    )Customer-related intangibles
    
    
    132Deferred tax liabilities
    
    
    (46
    )Goodwill
    
    
    821Total
    
    Rs.
    884
 RetailBox BV and subsidiaries
    Description
    
    Fair value(in millions)Net tangible assets
    
    Rs.
    389Customer-related intangibles
    
    
    298Deferred tax liabilities
    
    
    (104
    )Goodwill
    
    
    1,859Total
    
    Rs.
    2,442
 Northwest Switchgear Limited
  50




---



##### Table of Contents



Description
    
    Fair value(in millions)Net tangible assets
    
    Rs.
    34Marketing-related intangibles
    
    
    1,098Total
    
    Rs.
    1,132
 Saraware Oy
    Description
    
    Fair value(in millions)Net tangible assets/(liabilities)
    
    Rs.
    187Customer-related intangibles
    
    
    254Deferred tax liabilities
    
    
    (89
    )Goodwill
    
    
    763Total
    
    Rs.
    1,115
 Quantech Global Services
    Description
    
    Fair value(in millions)Net tangible assets/(liabilities)
    
    Rs.
    (230
    )Customer-related intangibles
    
    
    45Deferred tax liabilities
    
    
    (16
    )Goodwill
    
    
    482Total
    
    Rs.
    281
 Hydrauto Group
 51




---



##### Table of Contents



Description
    
    Fair value(in millions)Net tangible assets/(liabilities)
    
    Rs.
    202Customer-related intangibles
    
    
    74Deferred tax liabilities
    
    
    (25
    )Goodwill
    
    
    1,161Total
    
    Rs.
    1,412
 3D Networks
   Description
    
    Fair value(in millions)Net tangible assets/(liabilities)
    
    Rs.
    508Customer-related intangibles
    
    
    136Deferred tax liabilities
    
    
    (46
    )Goodwill
    
    
    306Total
    
    Rs.
    904
  Stock compensation expense
    52




---



##### Table of Contents



Year ended March 31,2005
    
    
    2006
    
    
    2007(in millions)Cost of revenue
    
    Rs.
    238
    
    
    Rs.
    437
    
    
    Rs.
    1,045Selling and marketing expenses
    
    
    49
    
    
    
    75
    
    
    
    169General and administrative expenses
    
    
    67
    
    
    
    140
    
    
    
    122Rs.
    354
    
    
    Rs.
    652
    
    
    Rs.
    1,336
 Amortization of Intangible Assets
  Foreign Exchange Gains/(Losses), net
  
    
    exchange differences arising from the translation or settlement of transactions
in foreign currency; 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 accounting 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 transaction occurs along with the hedged item.
 Others, net
  Loss on Direct Issue of Stock by Subsidiary
    Other Income, net
  Equity in Earnings/Losses of Affiliates
 Wipro GE Medical Systems Private Limited. (Wipro GE).
 53




---



##### Table of Contents



WeP Peripherals (WeP).
 W M Netserv.
 Income Taxes
         54




---



##### Table of Contents



Liquidity and Capital Resources
        Maximum Earn-out payableAcquired entity
    
    Earn-out PeriodRetailBox BV and subsidiaries (Enabler)
    
    Euro 11 Million2 yearsBVPENTE Beteiligungsverwaltung GmbH and its
    
    Euro 27 Millionsubsidiaries (New Logic)
    
    3 yearsNorth-West Switchgear Limited
    
    Rs. 200 Million4 yearsIndia, Middle East and SAARC operations of 3D
    
    USD 44 millionNetworks and Planet PSG
    
    2 yearsSaraware Oy
    
    Euro 7 Million1.5 yearscMango Inc and subsidiaries (cMango)
    
    USD 12 Million2 yearsQuantech
Global Services (Quantech)
    

To be determined3 years
 55




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual obligations
   Total
    
    Payments due incontractual
    
    
    
    
    
    
    
    
    
    
    
    
    
    2012-13payment
    
    2007-08
    
    2008-10
    
    2010-12
    
    onwardsLong-term debt
    
    
    888
    
    
    
    328
    
    
    
    530
    
    
    
    30
    
    
    
    Non-cancelable
operating lease
obligation
    
    
    2,573
    
    
    
    395
    
    
    
    699
    
    
    
    526
    
    
    
    953Capital Commitments
    
    
    3,432
    
    
    
    3,432
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
    
    
    3,160
    
    
    
    3,160
    
    
    
    
    
    
    
    
    
    
    
    Other long-term
liabilities(1)
    
    
    277
    
    
    
    128
    
    
    
    149
    
    
    
    
    
    
    
    
  (1)
 Research and Development
    56




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##### Table of Contents



Trend Information
 IT Services and Products.
  
    
    pricing pressures;
    
    increases in proportion of services performed at client location  some of our newer
service offerings, such as consulting and package implementation, require a higher
proportion of services to be performed at the clients premises;
    
    increases in wages for our IT professionals;
    
    the impact of amortization of stock compensation cost; and
    
    the impact of exchange rate fluctuations on our rupee realizations;
    
    
    the effect of seasonal hiring which occurs in the quarter ended September 30;
    
    the time required to train and productively use new employees;
    
    the proportion of services we perform at client sites for a particular project;
    
    exchange rate fluctuations; and
    
    the size, timing and profitability of new projects.
 BPO Services
 India and AsiaPac IT Services and Products.
 57




---



##### Table of Contents



Consumer Care and Lighting.
  Dividends.
 Recent accounting pronouncements
 FASB Interpretation No. 48. .
 SFAS No. 157.
 SFAS No. 159.
 Critical accounting policies
  Revenue Recognition
  Product Revenue
   58




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##### Table of Contents



Service Revenue
      Revenue Arrangements with Multiple Deliverables
  
    
    The revenue recognition criteria applicable to the unit of accounting is met;
    
    The delivered element has value to the customer on a standalone basis. The delivered unit will have value on a
standalone basis if it is being sold separately by other vendors or the customer could resell the deliverable on a
standalone basis;
    
    There is objective and reliable evidence of the fair value of the undelivered item(s); and
    
    If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the
undelivered item(s) is considered probable and substantially in our control.
   59




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##### Table of Contents



Volume discount.
  Accounting Estimates
    Accounting for Income taxes
    Business Combinations, Goodwill and Intangible Assets
  60




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##### Table of Contents



Derivatives and Hedge Accounting, and Exchange Rate Risk
        61




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Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Name
    
    Age
    
    PositionAzim H. Premji
    
    
    61
    
    
    Chief Executive Officer, Chairman of the Board and
Managing Director (designated as Chairman)Dr. Ashok S Ganguly
    
    
    71
    
    
    DirectorB.C. Prabhakar
    
    
    63
    
    
    DirectorDr. Jagdish N. Sheth
    
    
    68
    
    
    DirectorNarayanan Vaghul
    
    
    70
    
    
    DirectorBill Owens
    
    
    67
    
    
    DirectorP.M. Sinha
    
    
    66
    
    
    DirectorSuresh C. Senapaty
    
    
    50
    
    
    Chief Financial Officer, and Executive Vice President,
FinancePratik Kumar
    
    
    41
    
    
    Executive Vice President, Human ResourcesSuresh Vaswani
    
    
    47
    
    
    President-Global IT Service Lines, Wipro Technologies;
President-Wipro InfotechVineet Agrawal
    
    
    45
    
    
    President, Wipro Consumer Care & LightingRanjan Acharya
    
    
    46
    
    
    Senior Vice President, Human Resources DevelopmentGirish S Paranjpe
    
    
    49
    
    
    President-Banking, Finance and Insurance Vertical, Wipro
TechnologiesSudip Banerjee
    
    
    47
    
    
    President-Enterprise Solutions, Wipro TechnologiesDr. A.L. Rao
    
    
    58
    
    
    President, Technology Services and Chief Operating OfficerRamesh Emani
    
    
    50
    
    
    President-Embedded & Product
Engineering Solutions, Wipro Technologies
 Azim H. Premji
 Dr Ashok Ganguly
 B.C. Prabhakar
 Dr. Jagdish N. Sheth
 Narayanan Vaghul
 62




---



##### Table of Contents



Priya Mohan Sinha
 Mr. Bill Owens
 Suresh C. Senapaty
 Pratik Kumar
 Suresh Vaswani
 Vineet Agrawal
 Ranjan Acharya
 Girish S Paranjpe
 Sudip Banerjee
 Dr. A.L. Rao
 Ramesh Emani
 63




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##### Table of Contents



Compensation
 Director Compensation
  1.
    
    Dr. Ashok S Ganguly receives approximately $ 27,842 (Rs. 1,200,000) per year.2.
    
    Narayan Vaghul receives approximately $ 32,482 (Rs. 1,400,000) per year.3.
    
    Dr. Jagdish N. Sheth receives approximately $ 50,000 (Rs. 2,155,000) per year.4.
    
    P. M. Sinha receives approximately $ 23,201 (Rs. 1,000,000) per year.5.
    
    B. C. Prabhakar receives approximately $ 13,921 (Rs. 600,000) per year.6.
    
    Bill Owens receives approximately $60,000 (Rs. 2,568,000) per year.
  Executive Compensation
  Annual Compensation ($)Salary and
    
    Commission/InName
    
    allowances
    
    centives (1)
    
    Housing (2)
    
    OthersAzim H. Premji
    
    $
    100,004
    
    
    $
    556,845
    
    
    $
    48,724
    
    
    $
    15,949Suresh C. Senapaty
    
    
    168,295
    
    
    
    55,899
    
    
    
    25,058
    
    
    
    2,891Pratik Kumar
    
    
    140,902
    
    
    
    46,753
    
    
    
    
    
    
    
    9,372Vineet Agrawal
    
    
    148,779
    
    
    
    56,562
    
    
    
    
    
    
    
    3,336Suresh Vaswani
    
    
    166,254
    
    
    
    53,627
    
    
    
    5,068
    
    
    
    734Sudip Banerjee
    
    
    154,082
    
    
    
    46,344
    
    
    
    
    
    
    
    480Girish S. Paranjpe
    
    
    149,327
    
    
    
    71,261
    
    
    
    10,900
    
    
    
    519Dr. A.L. Rao
    
    
    158,676
    
    
    
    60,853
    
    
    
    
    
    
    
    1,791Ranjan Acharya
    
    
    106,621
    
    
    
    37,547
    
    
    
    
    
    
    
    43Ramesh Emani
    
    
    154,859
    
    
    
    53,997
    
    
    
    
    
    
    
    864
 64




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##### Table of Contents



1.
    
    Azim H. Premji was paid commissions at the rate of 0.3% on incremental Net Profits of the
Company over the previous year. Net Profits are computed 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 this perquisite accounts for more than 25% of the total value of all perquisites
and personal benefits received in fiscal 2007. Long Term Compensation ($)No. of RSUsNo. of Equity
    
    
    
    
    
    grantedDeferred
    
    Shares Granted
    
    Grant
    
    during theName
    
    benefits(1)(2)
    
    during the year
    
    Price
    
    year
    
    Grant priceAzim H. Premji
    
    
    109,426
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Suresh C. Senapaty
    
    
    13,193
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Pratik Kumar
    
    
    12,111
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Vineet Agrawal
    
    
    9,285
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Suresh Vaswani
    
    
    13,015
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Sudip Banerjee
    
    
    13,833
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Girish S. Paranjpe
    
    
    13,520
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05Dr. A.L. Rao
    
    
    12,385
    
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    
    0.05Ranjan Acharya
    
    
    9,771
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    0.05Ramesh Emani
    
    
    13,088
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    0.05
 
 (1)
    
    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.(2)
    
    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
  65




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Name
    
    Expiration of current term of office
    
    Term of officeAzim H. Premji
    
    July 30, 2007
    
    2 years and seven monthsDr. Jagdish Sheth
    
    Annual General Meeting 2008
    
    Retirement by rotationDr. Ashok S Ganguly
    
    Annual General Meeting 2008
    
    Retirement by rotationB. C. Prabhakar
    
    Annual General Meeting 2007
    
    Retirement by rotationN. Vaghul
    
    Annual General Meeting 2007
    
    Retirement by rotationP. M. Sinha
    
    Annual General Meeting 2009
    
    Retirement by rotationBill Owens
    
    Annual General Meeting 2009
    
    Retirement by rotation
 Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
    Board Committee Information
 Audit Committee
  66




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
    
    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 CommitteeMessrs. P. M. Sinha and B. C. Prabhakar
    
    -
    
    Members of the Audit Committee
  Board Governance and Compensation Committee
  
    
    Determine and approve salaries, benefits and stock option grants to Senior
Management employees and Directors of our Company.
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee Stock
Purchase Plans drawn up from time to time
    
    Develop and recommend to the Board Corporate Governance Guidelines applicable to the
Company
    
    Evaluation of 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
    Dr. Ashok S Ganguly
    
    Chairman of the Board Governance and Compensation CommitteeMessrs. N. Vaghul and P.M. Sinha
    
    Members of the Board Governance and Compensation Committee
  Employees
  67




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Recruiting
  Training
  Performance Evaluations
  Compensation
  Share Ownership
   68




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Percentage
    
    Equityof Equity
    
    SharesEquity Shares
    
    Shares
    
    Underlyingbeneficially
    
    Beneficially
    
    Options
    
    GrantName
    
    owned
    
    Owned
    
    Granted
    
    Price ($)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,161,136,260
    
    
    
    79.58
    
    
    
    
    
    
    
    
    
    
    
    B. C. Prabhakar (2)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Dr. Jagdish Sheth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Ashok S Ganguly
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N. Vaghul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. M. Sinha
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Suresh C. Senapaty
    
    
    122,300
    
    
    
    *
    
    
    
    14,400
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Pratik Kumar
    
    
    59,100
    
    
    
    *
    
    
    
    14,400
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Vineet Agrawal
    
    
    138,600
    
    
    
    *
    
    
    
    14,400
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Suresh Vaswani
    
    
    96,948
    
    
    
    *
    
    
    
    16,800
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2001Sudip Banerjee
    
    
    52,000
    
    
    
    *
    
    
    
    16,800
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Girish S. Paranjpe
    
    
    49,000
    
    
    
    *
    
    
    
    16,800
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Dr. A.L. Rao
    
    
    82,360
    
    
    
    *
    
    
    
    16,800
    
    
    
    0.05
    
    
    October 20107,000
    
    
    
    0.05
    
    
    July 2011Ranjan Acharya
    
    
    21,000
    
    
    
    *
    
    
    
    12,000
    
    
    
    0.05
    
    
    October 20109,000
    
    
    
    0.05
    
    
    July 2011Ramesh Emani
    
    
    24,700
    
    
    
    *
    
    
    
    16,800
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011
 
 *
    
    Represents less than 1% of the shares.(1)
    
    Includes 326,259,000 shares held by Hasham Traders (a partnership), of which Mr. Premji is
a partner, 325,017,000 shares held by Prazim Traders (a partnership), of which Mr. Premji is a
partner, 324,244,800 shares held by Zash Traders (a partnership), of which Mr. Premji is a partner,
38,263,000 shares held by Napean Trading Investment Co. Pvt. Ltd., of which Mr. Premji is a
director, 51,014,200 shares held by Regal Investments Trading Co. Pvt. Ltd., of which Mr. Premji is
a director, 38,860,600 shares held by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji
is a director, 1,434,600 shares held jointly by Mr. Premji and members of his immediately family
and 8,316,000 shares held by the Azim Premji Foundation (I) Pvt. Ltd and 10,000 shares held by Azim
Premji Foundation Pvt. Ltd. Mr. Premji disclaims beneficial ownership of 8,316,000 shares held by
Azim Premji Foundation (I) Pvt. Ltd and 10,000 shares held by Azim Premji Foundation Pvt. Ltd. 69




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##### Table of Contents



(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. OPTION PLANS
 Wipro Employee Restricted Stock Unit Plan 2005
     ADS Restricted Stock Unit Plan 2004 (ADS option)
     70




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##### Table of Contents



Wipro Employee Restricted Stock Unit Plan 2004
     2000 ADS Option Plan
   2000 Employee Stock Option Plan
  71




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##### Table of Contents



1999 Employee Stock Option Plan
   Wipro Equity Reward Trust
     
 Item 7. Major Shareholders And Related Party Transactions
 Major Shareholders
  72




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##### Table of Contents



Number of Sharesbeneficially held as ofName of Beneficial Owner
    
    Class of Security
    
    March 31, 2007
    
    % of ClassAzim H. Premji (1)
    
    Equity
    
    
    1,161,136,260
    
    
    
    79.58Hasham Traders
    
    Equity
    
    
    326,259,000
    
    
    
    22.36Prazim Traders
    
    Equity
    
    
    325,017,000
    
    
    
    22.28Zash Traders
    
    Equity
    
    
    324,244,800
    
    
    
    22.22
 
 (1)
    
    Includes 326,259,000 shares held by Hasham Traders (a partnership), of which Mr. Premji is
a partner, 325,017,000 shares held by Prazim Traders (a partnership), of which Mr. Premji is a
partner, 324,244,800 shares held by Zash Traders (a partnership), of which Mr. Premji is a partner,
38,263,000 shares held by Napean Trading Investment Co. Pvt. Ltd., of which Mr. Premji is a
director, 51,014,200 shares held by Regal Investments Trading Co. Pvt. Ltd., of which Mr. Premji is
a director, 38,860,600 shares held by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji
is a director, 1,434,600 shares held jointly by Mr. Premji and members of his immediately family
and 8,316,000 shares held by the Azim Premji Foundation (I) Pvt. Ltd and 10,000 shares held by Azim
Premji Foundation Pvt. Ltd. Mr. Premji disclaims beneficial ownership of 8,316,000 shares held by
Azim Premji Foundation (I) Pvt. Ltd and 10,000 shares held by Azim Premji Foundation Pvt. Ltd.    Related Party Transactions
 Terms of Employment Arrangements and Indemnification Agreements.
 
 Item 8. Financial Information
 Consolidated Statements and Other Financial Information
  
    
    Report of the independent registered public accounting firm;
 73




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##### Table of Contents




    
    Consolidated Balance Sheet as of March 31, 2006 and 2007;
    
    Consolidated Statements of Income for the years ended March 31, 2005, 2006 and 2007;
    
    Consolidated Statements of Stockholders Equity and comprehensive income for the
years ended March 31, 2005, 2006 and 2007;
    
    Consolidated statements of Cash Flows for the years ended March 31, 2005, 2006 and 2007; and
    
    Notes to the Consolidated Financial Statements.
 Legal Proceedings
  Dividends
      Significant Changes
  
 Item 9. The Offer and Listing
 Price History
   74




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##### Table of Contents



BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    High ($)
    
    Low ($)Fiscal Year
ended March 31,
    
    
    2007
    
    
    
    690.00
    
    
    
    383.00
    
    
    
    16.01
    
    
    
    8.89
    
    
    
    691.00
    
    
    
    381.25
    
    
    
    16.03
    
    
    
    8.80
    
    
    
    18.44
    
    
    
    10.182006
    
    
    
    573.00
    
    
    
    285.55
    
    
    
    12.88
    
    
    
    6.41
    
    
    
    585.90
    
    
    
    272.00
    
    
    
    13.17
    
    
    
    8.65
    
    
    
    22.38
    
    
    
    9.622005
    
    
    
    389.00
    
    
    
    200.00
    
    
    
    8.91
    
    
    
    4.59
    
    
    
    387.50
    
    
    
    198.00
    
    
    
    8.88
    
    
    
    4.54
    
    
    
    12.85
    
    
    
    5.812004
    
    
    
    310.17
    
    
    
    131.88
    
    
    
    7.15
    
    
    
    3.04
    
    
    
    311.67
    
    
    
    132.90
    
    
    
    7.18
    
    
    
    3.06
    
    
    
    9.90
    
    
    
    3.052003
    
    
    
    312.50
    
    
    
    177.17
    
    
    
    6.58
    
    
    
    3.73
    
    
    
    312.50
    
    
    
    177.17
    
    
    
    6.58
    
    
    
    3.73
    
    
    
    6.72
    
    
    
    3.712002
    
    
    
    327.50
    
    
    
    127.50
    
    
    
    6.89
    
    
    
    2.69
    
    
    
    329.00
    
    
    
    126.50
    
    
    
    6.92
    
    
    
    2.66
    
    
    
    7.34
    
    
    
    2.83Quarter EndedMarch 31, 2007
    
    
    
    
    
    
    690.00
    
    
    
    531.00
    
    
    
    16.01
    
    
    
    12.32
    
    
    
    691.00
    
    
    
    527.15
    
    
    
    16.03
    
    
    
    12.23
    
    
    
    18.44
    
    
    
    14.62December 31, 2006
    
    
    
    
    
    
    614.00
    
    
    
    507.65
    
    
    
    14.25
    
    
    
    11.78
    
    
    
    670.00
    
    
    
    449.50
    
    
    
    15.55
    
    
    
    10.43
    
    
    
    16.39
    
    
    
    12.96September 30, 2006
    
    
    
    
    
    
    533.90
    
    
    
    441.25
    
    
    
    12.39
    
    
    
    10.24
    
    
    
    533.65
    
    
    
    442.30
    
    
    
    12.38
    
    
    
    10.26
    
    
    
    13.31
    
    
    
    11.23June 30, 2006
    
    
    
    
    
    
    598.90
    
    
    
    383.00
    
    
    
    13.90
    
    
    
    8.89
    
    
    
    599.00
    
    
    
    381.25
    
    
    
    13.90
    
    
    
    8.80
    
    
    
    15.50
    
    
    
    10.18March 31, 2006
    
    
    
    
    
    
    573.00
    
    
    
    440.20
    
    
    
    12.88
    
    
    
    9.89
    
    
    
    585.90
    
    
    
    385.00
    
    
    
    13.17
    
    
    
    8.66
    
    
    
    15.49
    
    
    
    11.90December 31, 2005
    
    
    
    
    
    
    470.00
    
    
    
    355.00
    
    
    
    10.57
    
    
    
    7.98
    
    
    
    470.00
    
    
    
    355.75
    
    
    
    10.57
    
    
    
    8.00
    
    
    
    12.75
    
    
    
    9.62September 30, 2005
    
    
    
    
    
    
    385.80
    
    
    
    350.05
    
    
    
    8.67
    
    
    
    7.87
    
    
    
    384.80
    
    
    
    345.20
    
    
    
    8.65
    
    
    
    7.76
    
    
    
    21.60
    
    
    
    9.59June 30, 2005
    
    
    
    
    
    
    388.00
    
    
    
    285.55
    
    
    
    8.72
    
    
    
    6.42
    
    
    
    384.90
    
    
    
    272.00
    
    
    
    8.65
    
    
    
    6.12
    
    
    
    22.38
    
    
    
    17.59March 31, 2005
    
    
    
    
    
    
    382.50
    
    
    
    312.50
    
    
    
    8.77
    
    
    
    7.17
    
    
    
    380.00
    
    
    
    305.18
    
    
    
    8.71
    
    
    
    7.00
    
    
    
    12.55
    
    
    
    9.81Six Months Ended(monthly for last six months)April 30, 2007
    
    
    
    
    
    
    600.00
    
    
    
    515.00
    
    
    
    13.92
    
    
    
    11.95
    
    
    
    604.80
    
    
    
    515.00
    
    
    
    14.03
    
    
    
    11.95
    
    
    
    17.24
    
    
    
    15.13March 31, 2007
    
    
    
    
    
    
    618.80
    
    
    
    531.00
    
    
    
    14.36
    
    
    
    12.32
    
    
    
    609.50
    
    
    
    527.15
    
    
    
    14.14
    
    
    
    12.23
    
    
    
    16.92
    
    
    
    14.62February 28, 2007
    
    
    
    
    
    
    690.00
    
    
    
    536.55
    
    
    
    16.01
    
    
    
    12.45
    
    
    
    691.00
    
    
    
    549.75
    
    
    
    16.03
    
    
    
    12.76
    
    
    
    18.44
    
    
    
    15.52January 31, 2007
    
    
    
    
    
    
    660.00
    
    
    
    566.10
    
    
    
    15.31
    
    
    
    13.13
    
    
    
    675.00
    
    
    
    561.35
    
    
    
    15.66
    
    
    
    13.02
    
    
    
    18.00
    
    
    
    15.25December 31, 2006
    
    
    
    
    
    
    614.00
    
    
    
    542.00
    
    
    
    14.25
    
    
    
    12.58
    
    
    
    613.90
    
    
    
    521.65
    
    
    
    14.24
    
    
    
    12.10
    
    
    
    16.39
    
    
    
    14.76November 30, 2006
    
    
    
    
    
    
    604.00
    
    
    
    523.10
    
    
    
    14.01
    
    
    
    12.14
    
    
    
    670.00
    
    
    
    449.50
    
    
    
    15.55
    
    
    
    10.43
    
    
    
    16.12
    
    
    
    14.00
 
 (1)
    
    Source: BSE data obtained from www.bseindia.com and NSE data obtained from
www.nseindia.com. NYSE data obtained from www.finance.yahoo.com. Plan of Distribution
  Markets
 Trading Practices and Procedures on the Indian Stock Exchanges
   75




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##### Table of Contents



Market Wide Circuit Breakers
 Price Bands
 Amendments to SEBI (DIP) Guidelines, 2000;
     Reduction in the bidding period
  76




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##### Table of Contents



Disclosure of Price Band/Floor Price in case of listed companies
  Listing
  The National Stock Exchange of India Limited
   Bombay Stock Exchange Limited
  Derivatives
  Depositories
  Securities Transaction Tax
  
 Item 10. Additional Information
 Share Capital
  Memorandum and Articles Of Association
 77




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##### Table of Contents



Objects and Purposes of Our Memorandum of Association
  
    
    To purchase or otherwise acquire and take over any lands.
    
    To carry on the business of extracting vegetable oil.
    
    To manufacture and deal in hydrogenated vegetable oil.
    
    To carry on business as manufacturers, sellers, buyers, exporters, importers, and
dealers of fluid power products.
    
    To carry on business as mechanical engineers, tool makers,
brass and metal
founders, mill-makers, mill-wrighters, machinists and metallurgists.
    
    To carry on the trade or business of manufacturing and distributing chemical,
synthetic and organic products.
    
    To carry on business as manufacturers, exporters, sellers, dealers and buyers in
all types and kinds of goods, articles and things.
    
    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 research and development activities on all aspects related to products
business and objects of our company.
    
    To construct, equip and maintain mills, factories, warehouses, godowns, jetties
and wharves, and any other conveniences or erection suitable for any of the purpose
of our company.
    
    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.
 78




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##### Table of Contents




    
    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 metal working and manufacturing.
    
    To acquire and take over the whole or any part of the business, property and
liabilities of any person or persons, firm or corporation carrying on any business
which we are authorized to carry on or possessed of any property or rights suitable
for our purposes.
    
    To manufacture or otherwise acquire and deal in containers and packing materials
of any kind.
    
    To apply for, purchase or otherwise acquire any patents, inventions, licenses,
concessions and the like conferring an exclusive or non-exclusive or limited right to
use, any secret or other information as to any invention.
    
    To purchase or otherwise acquire, manufacture, and deal in all raw materials,
stores, stock-in-trade, goods, chattels and effects.
    
    To enter into any partnership or any arrangement for sharing profits, union of
interests, joint ventures, reciprocal concession or otherwise.
    
    To purchase or otherwise acquire all or any part of the business, property and
liabilities of any person, company, society, for all or any of the purposes within
the objects of our company.
    
    To enter into any arrangement with any Governments or authorities.
    
    To provide for the welfare of persons in the employment of our company, or
formerly engaged in any business acquired by our company, and the wives, widows,
families or dependants of such persons.
    
    To undertake, carry out, promote and sponsor rural development, including any
program for promoting the social and economic welfare or uplift of the public in any
rural area.
    
    To undertake, carry out, promote and sponsor or assist in any activity for the
promotion and growth of the national economy and for discharging what the directors
may consider to be the social and moral responsibilities of our company to the public
or any section of the public.
    
    To undertake and carry on the business of providing all kinds of information
technology based and enabled services in India and internationally, electronic remote
processing services, eServices, including all types of Internet-based/ Web enabled
services, transaction processing, fulfillment services, business support services
including but not limited to providing financial and related services of all kinds
and description including billing services, processing services, database services,
data entry business-marketing services, business information and management services,
training and consultancy services to businesses, organizations, concerns, firms,
corporations, trusts, local bodies, states, governments and other entities; to
establish and operate service processing centers for providing services for back
office and processing requirements, marketing, sales, credit collection services for
companies engaged in the business of remote processing and IT enabled services from a
place of business in India or elsewhere, contacting and communicating to and on
behalf of overseas customers by voice, data image, letters using dedicated
international private lines; and to handle business process management, remote help
desk management; remote management; remote customer interaction, customer
relationship management and customer servicing through call centers, email based
activities and letter/fax based communication, knowledge storage and management, data
management, warehousing, search, integration and analysis for financial and non
financial data.
    
    To act as information technology consultants and to operate a high technology data
processing center for providing information processing, analysis, development,
accounting and business information and data to customers in India and
internationally; to carry on the business of gathering, collating, compiling,
processing, analyzing, distributing, selling, publishing data and information and
including conduct of studies and research, and marketing of information and services
and providing access to information regarding financial operations and management,
financial services, investment services business and commercial operations, financial
status, creditworthiness and rating, consumer responses and management of businesses
of all kinds and descriptions by whatever name called.
 79




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##### Table of Contents




    
    To carry on the business as Internet service provider and undertake any and all
kinds of Internet/web based activities and transactions; to design, develop, sell,
provide, maintain, market, buy, import, export, sell and license computer software,
hardware, computer systems and programs products, services and to give out computer
machine time and to carry on the business of collecting, collating, storing, devising
other systems including software programs and systems.
    
    From time to time, to subscribe or contribute to any charitable, benevolent or
useful object of a public nature.
 Description of Equity Shares
 Dividends
     
    
    the rate of dividend to be declared may not exceed 10% of its paid up capital or the
average of the rate at which dividends were declared by the company in the prior five
years, whichever is less;
    
    the total amount to be drawn from the accumulated profits earned in the previous years
and transferred to the reserves may not exceed an amount equivalent to 10% of its paid up
capital and free reserves, and the amount so drawn is to be used first to set off the
losses incurred in the fiscal year before any dividends in respect of preference or equity
shares are declared; and
    
    the balance of reserves after withdrawals shall not fall below 15% of its paid up
capital.
  Bonus Shares
  Audit and Annual Report
 80




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##### Table of Contents



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
  81




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##### Table of Contents



Liquidation Rights
  Preference Shares
  Redemption of Equity Shares
  Liability on Calls
  Discriminatory Provisions in Articles
  Alteration of Shareholder Rights
   Meetings of Shareholders
  82




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##### Table of Contents



Limitations on the Rights to Own Securities
  Voting Rights of Deposited Equity Shares Represented by ADSs
      Register of Shareholders; Record Dates; Transfer of Shares
   83




---



##### Table of Contents



Company Acquisition of Equity Shares
   Disclosure of Ownership Interest
  Provisions on Changes in Capital
  84




---



##### Table of Contents



Takeover Code and Listing Agreements
        
    
    by allotment in a public/rights issue (subject to compliance with certain terms and conditions);
 85




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##### Table of Contents




    
    pursuant to an underwriting agreement;
    
    by registered stockbrokers in the ordinary course of business on behalf of customers;
    
    in unlisted companies provided it does not result in an indirect acquisition of a listed entity;
    
    pursuant to a scheme of reconstruction or amalgamation;
    
    pursuant to a scheme under Section 18 of the Sick Industrial Companies (Special
Provisions) Act, 1985; or;
    
    in terms of the guidelines or regulations regarding delisting of securities
specified or framed by SEBI.
   Amendment to the SEBI (Delisting of Securities) Guidelines, 2003
  Minimum Level of public shareholding
   
    
    Companies which, at the time of initial listing, had offered less than 25% but not less
than 10% of the total number of issued shares of a class or kind, in terms of Rule 19(2)(b)
of Securities Contract (Regulation) Rules 1957 (SCRR) or companies desiring to list their
shares by making an Initial Public Offering (IPO) of at least 10% in terms of Rule 19(2)(b)
of SCRR.
    
    Companies which have, irrespective of the percentage of their shares with public at the
time of initial listing, reached a size of 20 million or more in terms of number of listed
shares and Rs. 10 billion or more in terms of market capitalization.
   86




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##### Table of Contents



Increasing the public shareholding to the minimum level
   Material Contracts
  Currency Exchange Controls
   General
    87




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##### Table of Contents



Transfer of ADSs and Surrender of ADSs
  Sponsored ADS
  
    
    the price of the offering is determined by the managing underwriters of the offering;
    
    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 (as described above) 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
 88




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##### Table of Contents



Pricing
    Foreign Direct Investment
     Subsequent Transfers
  89




---



##### Table of Contents



Investment by Non-Resident Indians
   Investment By Foreign Institutional Investors
  Ownership Restrictions
  90




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##### Table of Contents



Government of India Approvals
  
    
    any renunciation of rights in the underlying equity shares in favor of a person
resident in India; and
    
    the sale of the underlying equity shares by a person resident outside India to a
person resident in India and vice versa if the prescribed conditions for such
sale/purchase are not met.
   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 monetary policy pronouncement of April,
2007 of Reserve Bank of India in terms of which an Indian entity is permitted to invest
up to 300 per cent of their net worth in overseas Joint Ventures and/or Wholly Owned
Subsidiaries (JV/WOS) in any bonafide business activity under automatic route.
Accordingly, under the automatic route for overseas investment, eligible Indian
companies are permitted to invest in overseas in JV/WOS up to 300 per cent of their net
worth. It was further clarified by the Reserve Bank of India that the ceiling is not
applicable to the investments made out of balances held in EEFC accounts and out of the
proceeds of ADR / GDR issue, as hitherto. This enables Authorized Dealers
 91




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to allow remittances under automatic route up to 300 per cent of the net worth as on the
date of the last audited balance sheet of the investing companies, after considering the
proposals received in form ODA.
    
    With a view to grant more operational flexibility to the corporates in India it
has been decided to further liberalize the various Regulations as under:
    
    Presently, only promoter corporates are permitted to offer guarantees on behalf
of their Wholly Owned Subsidiaries (WOSs) or Joint Ventures (JVs), under the Automatic
Route and issue of personal, collateral and third party guarantees requires prior
approval of Reserve Bank (RBI) and is considered by them, on a case by case basis.
    
    With a view to simplify the procedure, RBI has decided to enlarge the scope of
guarantees covered under the Automatic Route. Accordingly, Indian entities may offer
any forms of guarantee  corporate or personal, primary or collateral, guarantee by the
promoter company, guarantee by group company, sister concern or associate company in
India, provided that :
 o
    
    All financial commitments including all forms of guarantees are
within the overall prescribed ceiling for overseas investment of the Indian
party, for example, currently within 300% of the net worth of the investing
company (Indian party),o
    
    No guarantee is open ended, for example, the amount of the
guarantee should be specified upfront; ando
    
    As in the case of corporate guarantees, all guarantees are
required to be reported to RBI, in Form ODR.
 General Permission for disinvestment
 Notification No.FEMA 120/RB-2004 dated July 7,
2004
 
    
    in cases where the JV / WOS is listed in the overseas stock exchange.
    
    in cases where the Indian promoter company is listed on a stock exchange in India and
has a net worth of not less than Rs. 1,000 million; or
    
    where the Indian promoter is an unlisted company and the investment in overseas venture
does not exceed USD 10 million.
 Taxation
   Residence
 
    
    a period or periods amounting to 182 days or more; or
    
    60 days or more and, within the four preceding years has been in India for a period or
periods amounting to 365 days or more.
 92




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##### Table of Contents



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 non-resident upon the sale of equity shares obtained
through the redemption of ADSs, 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, 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
10%. An additional tax called Securities Transaction Tax, or STT (described in detail
below will be levied at the time of settlement.
    93




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##### Table of Contents



Securities Transaction Tax:
 Withholding Tax on Capital Gains
 Buy-back of Securities
 Stamp Duty and Transfer Tax
 Wealth Tax
 94




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##### Table of Contents



Gift Tax and Estate Duty
 Service Tax
  Material United States Federal Tax Consequences
    Each prospective investor should consult his, her or its own tax advisor with respect to the
U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of equity
shares or ADSs.
 Ownership of ADSs
 Dividends
 95




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##### Table of Contents



Sale or Exchange of Equity Shares or ADSs
 Estate Taxes
 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
 96




---



##### Table of Contents




    
    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, 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.
   Documents on Display
  
    
    100 F Street, NEWashington D.C, 20549
    
    Northwestern Atrium Center500 West Madison StreetSuite 1400Chicago, Illinois 60661-2511
    
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
 General
   97




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##### Table of Contents



Risk Management Procedures
  Components of Market Risk
  Exchange rate risk
  
  Sensitivity analysis of exchange rate risk
  Interest rate risk.
 Fair value
 
 Item 12. Description of Securities Other Than Equity Securities
  
 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
 Evaluation of disclosure controls and procedures.
  98




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##### Table of Contents



Change in internal controls.
  Compliance with the New York Stock Exchange Corporate Governance Rules
   MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 , .
 99




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100




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##### Table of Contents



Item 16 A. Audit Committee Financial Expert
   
 Item 16 B. Code of Ethics
    
 Item 16 C. Principal Accountant Fees and Services
   In millionsYear ended March 31,2006
    
    
    2007Audit fees
    
    Rs.
    17.67
    
    
    Rs.
    48.20Tax fees
    
    
    22.31
    
    
    
    18.69All other fess
    
    
    
    
    
    
    2.04Total
    
    Rs.
    39.98
    
    
    Rs.
    68.93
 101




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##### Table of Contents



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
  
 Part III
 
 Item 17. Financial Statements
  102




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##### Table of Contents



Item 18. Financial Statements
 CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 REPORT OF AUDIT COMMITTEE
   Bangalore, India 
May 21, 2007
    
    N.Vaghul
Chairman
    
    P. M. Sinha
Member
    
    B. C. Prabhakar
Member
 103




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##### Table of Contents



REPORT OF MANAGEMENT
      Azim H. PremjiChairman and Chief Executive OfficerS.C. SenapatyExecutive Vice President  FinanceBangalore, India
    
    Chief Financial OfficerMay 21, 2007
 104




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
        105




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
 As of March 31,2006
    
    
    2007
    
    
    2007Conveniencetranslation intoUS$(Unaudited)ASSETSCurrent assets:Cash and cash equivalents (Note 4)
    
    Rs.
    8,857.70
    
    
    
    12,412.17
    
    
    
    287.98Restricted cash (Note 17)
    
    
    
    
    
    
    7,237.88
    
    
    
    167.93Investments in liquid and short-term mutual funds (Note 8)
    
    
    30,315.25
    
    
    
    32,410.43
    
    
    
    751.98Accounts receivable, net of allowances (Note 5)
    
    
    20,593.11
    
    
    
    28,466.58
    
    
    
    660.47Costs and earnings in excess of billings on contracts in progress
    
    
    4,336.06
    
    
    
    5,096.48
    
    
    
    118.25Inventories (Note 6)
    
    
    2,064.61
    
    
    
    4,150.37
    
    
    
    96.30Deferred income taxes (Note 21)
    
    
    168.28
    
    
    
    381.71
    
    
    
    8.86Other current assets (Note 7)
    
    
    7,896.60
    
    
    
    10,411.97
    
    
    
    241.58Total current assets
    
    
    74,231.61
    
    
    
    100,567.59
    
    
    
    2,333.35Property, plant and equipment, net (Note 9)
    
    
    17,777.40
    
    
    
    26,541.43
    
    
    
    615.81Investments in affiliates (Note 13)
    
    
    1,043.09
    
    
    
    1,241.79
    
    
    
    28.81Investment securities
    
    
    13.17
    
    
    
    357.32
    
    
    
    8.29Deferred income taxes (Note 21)
    
    
    182.91
    
    
    
    48.53
    
    
    
    1.13Intangible assets, net (Note 10)
    
    
    854.33
    
    
    
    2,670.84
    
    
    
    61.97Goodwill (Note 3,10)
    
    
    7,480.85
    
    
    
    12,697.71
    
    
    
    294.61Other assets (Note 7)
    
    
    1,243.97
    
    
    
    1,958.92
    
    
    
    45.45Total assets
    
    Rs.
    102,827.33
    
    
    Rs.
    146,084.13
    
    
    $
    3,389.42LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Borrowings from banks (Note 15)
    
    Rs.
    448.91
    
    
    
    2,892.77
    
    
    
    67.12Current portion of long-term debt
    
    
    135.70
    
    
    
    327.79
    
    
    
    7.61Accounts payable
    
    
    4,145.96
    
    
    
    7,060.49
    
    
    
    163.82Accrued expenses
    
    
    6,600.63
    
    
    
    7,597.94
    
    
    
    176.29Accrued employee costs
    
    
    4,425.13
    
    
    
    5,186.57
    
    
    
    120.34Advances from customers
    
    
    1,015.75
    
    
    
    1,314.52
    
    
    
    30.50Billings in excess of costs and earnings on contracts in progress
    
    
    600.51
    
    
    
    1,818.48
    
    
    
    42.19Other current liabilities (Note 11)
    
    
    6,047.95
    
    
    
    16,623.16
    
    
    
    385.68Total current liabilities
    
    
    23,420.54
    
    
    
    42,821.72
    
    
    
    993.55Long-term debt, excluding current portion
    
    
    119.95
    
    
    
    560.46
    
    
    
    13.00Deferred income taxes (Note 21)
    
    
    127.46
    
    
    
    463.98
    
    
    
    10.77Other liabilities
    
    
    395.04
    
    
    
    769.91
    
    
    
    17.86Total liabilities
    
    
    24,062.99
    
    
    
    44,616.07
    
    
    
    1,035.18Stockholders equity:Equity
shares at Rs. 2 par value: 1,650,000,000 shares authorized;
Issued and outstanding: 1,425,754,267 and 1,458,999,650 shares as
of March 31, 2006 and 2007 (Note 16,17)
    
    
    2,851.51
    
    
    
    2,918.00
    
    
    
    67.70Additional paid-in capital (Note 22)
    
    
    16,521.07
    
    
    
    24,508.45
    
    
    
    568.64Deferred stock compensation
    
    
    (2,202.42
    )
    
    
    
    
    
    
    Accumulated other comprehensive income
    
    
    433.70
    
    
    
    93.77
    
    
    
    2.18Retained earnings (Note 18)
    
    
    61,160.56
    
    
    
    73,947.92
    
    
    
    1,715.72Equity shares held by a controlled Trust: 7,869,060 and 7,961,760
shares as of March 31, 2006 and 2007 (Note 22)
    
    
    (0.08
    )
    
    
    (0.08
    )
    
    
    (0.00
    )Total stockholders equity
    
    
    78,764.34
    
    
    
    101,468.06
    
    
    
    2,354.24Total liabilities and stockholders equity
    
    Rs.
    102,827.33
    
    
    Rs.
    146,084.13
    
    
    $
    3,389.42
  106




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share and per share data)
 Year ended March 31,2005
    
    
    2006
    
    
    2007
    
    
    2007Conveniencetranslationinto US$(Unaudited)Revenues:Global IT Services and ProductsIT Services
    
    Rs.
    54,280.19
    
    
    Rs.
    73,061.33
    
    
    Rs.
    101,508.81
    
    
    
    2,355.19BPO Services
    
    
    6,433.03
    
    
    
    7,664.23
    
    
    
    9,412.80
    
    
    
    218.39India and AsiaPac IT Services and ProductsServices
    
    
    4,709.07
    
    
    
    6,096.68
    
    
    
    8,368.81
    
    
    
    194.17Products
    
    
    8,694.10
    
    
    
    10,380.40
    
    
    
    15,519.67
    
    
    
    360.09Consumer Care and Lighting
    
    
    4,555.38
    
    
    
    5,625.04
    
    
    
    7,558.50
    
    
    
    175.37Others
    
    
    2,680.73
    
    
    
    3,279.20
    
    
    
    7,062.74
    
    
    
    163.87Total
    
    
    81,352.50
    
    
    
    106,106.88
    
    
    
    149,431.33
    
    
    
    3,467.08Cost of revenues:Global IT Services and ProductsIT Services
    
    
    33,780.07
    
    
    
    46,986.13
    
    
    
    66,817.77
    
    
    
    1,550.30BPO Services
    
    
    4,740.25
    
    
    
    5,809.54
    
    
    
    6,172.97
    
    
    
    143.22India and AsiaPac IT Services and ProductsServices
    
    
    2,679.35
    
    
    
    3,548.82
    
    
    
    4,611.64
    
    
    
    107.00Products
    
    
    7,814.82
    
    
    
    9,285.88
    
    
    
    13,943.47
    
    
    
    323.51Consumer Care and Lighting
    
    
    2,926.22
    
    
    
    3,556.43
    
    
    
    4,905.14
    
    
    
    113.81Others
    
    
    1,914.06
    
    
    
    2,459.93
    
    
    
    5,749.25
    
    
    
    133.39Total
    
    
    53,854.77
    
    
    
    71,646.73
    
    
    
    102,200.24
    
    
    
    2,371.23Gross profit
    
    
    27,497.73
    
    
    
    34,460.15
    
    
    
    47,231.09
    
    
    
    1,095.85Operating expenses:Selling and marketing expenses
    
    
    (5,466.26
    )
    
    
    (6,764.35
    )
    
    
    (9,172.92
    )
    
    
    (212.83
    )General and administrative expenses
    
    
    (3,743.60
    )
    
    
    (5,238.97
    )
    
    
    (7,639.23
    )
    
    
    (177.24
    )Research and development expenses
    
    
    (273.54
    )
    
    
    (202.26
    )
    
    
    (267.71
    )
    
    
    (6.21
    )Amortization of intangible assets (Note 10)
    
    
    (140.29
    )
    
    
    (63.95
    )
    
    
    (269.23
    )
    
    
    (6.25
    )Foreign exchange losses, net
    
    
    (92.12
    )
    
    
    (288.49
    )
    
    
    (235.69
    )
    
    
    (5.47
    )Others, net
    
    
    75.29
    
    
    
    70.14
    
    
    
    221.48
    
    
    
    5.14Operating income
    
    
    17,857.21
    
    
    
    21,972.27
    
    
    
    29,867.79
    
    
    
    692.99Loss on direct issue of stock by subsidiary
    
    
    (206.58
    )
    
    
    
    
    
    
    
    
    
    
    Other income, net (Note 19)
    
    
    798.82
    
    
    
    1,275.86
    
    
    
    2,666.84
    
    
    
    61.87Equity in earnings of affiliates (Note 13)
    
    
    158.08
    
    
    
    287.97
    
    
    
    317.88
    
    
    
    7.38Income before income taxes , minority interest and cumulative effect
of change in accounting principle
    
    
    18,607.53
    
    
    
    23,536.10
    
    
    
    32,852.51
    
    
    
    762.24Income taxes (Note 21)
    
    
    (2,693.57
    )
    
    
    (3,264.73
    )
    
    
    (3,722.61
    )
    
    
    (86.37
    )Minority interest
    
    
    (81.21
    )
    
    
    (1.40
    )
    
    
    
    
    
    
    Income before cumulative effect of change in accounting principle
    
    
    15,832.75
    
    
    
    20,269.97
    
    
    
    29,129.90
    
    
    
    675.87Cumulative effect of change in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    39.09
    
    
    
    0.90Net income
    
    Rs.
    15,832.75
    
    
    Rs.
    20,269.97
    
    
    Rs.
    29,168.99
    
    
    
    676.77Earnings per equity share: (Note 23)BasicIncome before cumulative effect of change in accounting
principle
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.42
    
    
    
    0.47Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    0.00Net income
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.45
    
    
    
    0.47DilutedIncome before cumulative effect of change in accounting
principle
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.17
    
    
    
    0.47Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    0.00Net income
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.20
    
    
    
    0.47Weighted-average number of equity shares used in computing earnings
per equity share:Basic
    
    
    1,391,554,372
    
    
    
    1,406,505,974
    
    
    
    1,426,709,163Diluted
    
    
    1,399,846,782
    
    
    
    1,423,679,230
    
    
    
    1,444,467,557
  107




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in millions, except share and per share data)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Equity Shares held by a
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    Controlled Trust
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    
    No. of Shares
    
    
    Amount
    
    
    EquityBalance as of March 31, 2004
    
    
    1,396,554,912
    
    
    
    465.52
    
    
    
    7,176.68
    
    
    
    (9.88
    )
    
    
    
    
    
    
    918.64
    
    
    
    37,812.87
    
    
    
    (7,887,060
    )
    
    
    (0.08
    )
    
    
    46,363.75Cash dividends (Note 17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,575.99
    )
    
    
    
    
    
    
    
    
    
    
    (7,575.99
    )Issuance of equity shares on exercise of options
    
    
    10,586,132
    
    
    
    10.36
    
    
    
    2,566.77
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,577.13Equity shares forfeited, net of issuance by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,000
    )
    
    
    
    
    
    
    Stock split effected in the form of stock dividend (Note 16)
    
    
    
    
    
    
    931.26
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (931.26
    )
    
    
    
    
    
    
    
    
    
    
    Compensation related to employee stock incentive plan, net
of reversals (Note 22)
    
    
    
    
    
    
    
    
    
    
    3,529.12
    
    
    
    (3,529.12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of compensation related to employee stock
incentive plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353.86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353.86Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    15,832.75
    
    
    
    
    
    
    
    15,832.75
    
    
    
    
    
    
    
    
    
    
    
    15,832.75Other comprehensive incomeTranslation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29.69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on investment securities, net (net of tax
effect of Rs. 59.59)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92.92
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss on cash flow hedging derivatives, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (945.16
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive income/ (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (822.55
    )
    
    
    (822.55
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (822.55
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    15,010.20Balance as of March 31, 2005
    
    
    1,407,141,044
    
    
    Rs.
    1,407.14
    
    
    Rs.
    13,272.57
    
    
    Rs.
    (3,185.14
    )
    
    
    
    
    
    Rs.
    96.09
    
    
    Rs.
    45,138.37
    
    
    
    (7,893,060
    )
    
    Rs.
    (0.08
    )
    
    Rs.
    56,728.95Cash dividends (Note
17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,997.74
    )
    
    
    
    
    
    
    
    
    
    
    (3,997.74
    )Issuance of equity shares on exercise of options
    
    
    18,613,223
    
    
    
    32.58
    
    
    
    4,671.40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,703.98Stock split effected in the form of stock dividend (Note
16)
    
    
    
    
    
    
    1,411.79
    
    
    
    (1,161.75
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (250.04
    )
    
    
    
    
    
    
    
    
    
    
    Equity shares granted to employees by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    
    
    
    
    Reversals related to employee stock incentive plan, net of
issuances (Note
22)
    
    
    
    
    
    
    
    
    
    
    (330.49
    )
    
    
    298.94
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31.55
    )Amortization of compensation related to employee stock
incentive plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    683.78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    683.78Excess income tax benefit related to employee stock
incentive plan
    
    
    
    
    
    
    
    
    
    
    69.34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69.34Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    20,269.97
    
    
    
    
    
    
    
    20,269.97
    
    
    
    
    
    
    
    
    
    
    
    20,269.97Other comprehensive incomeTranslation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19.97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 108




---



##### Table of Contents



AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Equity Shares held by a
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    Controlled Trust
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    
    No. of Shares
    
    
    Amount
    
    
    EquityUnrealized gain on investment securities, net (net of tax
effect of Rs. 114.94)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229.11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on cash flow hedging derivatives, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88.53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337.61
    
    
    
    337.61
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    337.61Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    20,607.58Balance as of March 31, 2006
    
    
    1,425,754,267
    
    
    Rs.
    2,851.51
    
    
    Rs.
    16,521.07
    
    
    Rs.
    (2,202.42
    )
    
    
    
    
    
    Rs.
    433.70
    
    
    Rs.
    61,160.56
    
    
    
    (7,869,060
    )
    
    Rs.
    (0.08
    )
    
    Rs.
    78,764.34Cash dividends (Note
17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,381.63
    )
    
    
    
    
    
    
    
    
    
    
    (16,381.63
    )Elimination of deferred stock compensation balance on
adoption of SFAS No. 123 (R)
    
    
    
    
    
    
    
    
    
    
    (2,202.42
    )
    
    
    2,202.42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in accounting principle (Note
2)
    
    
    
    
    
    
    
    
    
    
    (39.09
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39.09
    )Issuance of equity shares on exercise of options
    
    
    32,095,328
    
    
    
    64.19
    
    
    
    8,830.25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,894.44Issuance of equity shares on exercise of options through
non-recourse note (Note 22)
    
    
    1,150,055
    
    
    
    2.30
    
    
    
    (2.30
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity shares forfeited, net of issuance by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,700
    )
    
    
    
    
    
    
    Compensation cost related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    1,336.40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,336.40Excess income tax benefit related to employees stock
incentive plan
    
    
    
    
    
    
    
    
    
    
    64.54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64.54Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,168.99
    
    
    
    
    
    
    
    29,168.99
    
    
    
    
    
    
    
    
    
    
    
    29,168.99Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130.81
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on investment securities, net (net of tax
effect of Rs. 25.48)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45.06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on cash flow hedging derivatives, net
(Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130.48
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216.23
    )
    
    
    (216.23
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216.23
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,952.76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustment to initially apply SFAS No. 158 (net of tax
effect of Rs. 18.05)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123.70
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (123.70
    )Balance as of March 31, 2007
    
    
    1,458,999,650
    
    
    
    2,918.00
    
    
    
    24,508.45
    
    
    
    
    
    
    
    
    
    
    
    93.77
    
    
    
    73,947.92
    
    
    
    (7,961,760
    )
    
    
    (0.08
    )
    
    
    101,468.06Balance as of March 31, 2007 ($) (Unaudited)
    
    
    
    
    
    
    67.70
    
    
    
    568.64
    
    
    
    
    
    
    
    
    
    
    
    2.18
    
    
    
    1,715.72
    
    
    
    
    
    
    
    
    
    
    
    2,354.24
  109




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Year ended March 31,2005
    
    
    2006
    
    
    2007
    
    
    2007Conveniencetranslation intoUS$(Unaudited)Cash flows from operating activities:Net income
    
    Rs.
    15,832.75
    
    
    Rs.
    20,269.97
    
    
    Rs.
    29,168.99
    
    
    
    676.79Adjustments to reconcile net income to net cash provided by
operating activities:Gain on sale of property, plant and equipment
    
    
    (108.82
    )
    
    
    (7.75
    )
    
    
    (9.98
    )
    
    
    (0.23
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    (39.09
    )
    
    
    (0.91
    )Depreciation and amortization
    
    
    2,578.25
    
    
    
    3,195.03
    
    
    
    4,309.28
    
    
    
    99.98Deferred tax charge/(benefit)
    
    
    (83.05
    )
    
    
    14.97
    
    
    
    (28.76
    )
    
    
    (0.67
    )Unrealized exchange gain
    
    
    
    
    
    
    74.71
    
    
    
    470.20
    
    
    
    10.91Gain on sale of investment securities, net
    
    
    
    
    
    
    (237.72
    )
    
    
    (549.27
    )
    
    
    (12.74
    )Loss on direct issue of stock by subsidiary
    
    
    206.58
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation
    
    
    353.86
    
    
    
    652.23
    
    
    
    1,336.40
    
    
    
    31.01Excess income tax benefit related to employee stock
incentive plan
    
    
    
    
    
    
    69.34
    
    
    
    
    
    
    
    Equity in earnings of affiliates
    
    
    (158.08
    )
    
    
    (287.97
    )
    
    
    (317.88
    )
    
    
    (7.38
    )Minority interest
    
    
    81.21
    
    
    
    1.40
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,833.42
    )
    
    
    (5,362.82
    )
    
    
    (6,551.18
    )
    
    
    (152.00
    )Costs and earnings in excess of billings on
contracts in progress
    
    
    (639.81
    )
    
    
    (1,596.41
    )
    
    
    (760.42
    )
    
    
    (17.64
    )Inventories
    
    
    (330.97
    )
    
    
    (295.45
    )
    
    
    (1,060.34
    )
    
    
    (24.60
    )Other assets
    
    
    856.35
    
    
    
    (2,284.40
    )
    
    
    (1,767.84
    )
    
    
    (41.02
    )Accounts payable
    
    
    980.64
    
    
    
    28.23
    
    
    
    1,497.43
    
    
    
    34.74Accrued expenses and employee costs
    
    
    2,317.30
    
    
    
    3,990.98
    
    
    
    892.79
    
    
    
    20.71Advances from customers
    
    
    316.89
    
    
    
    336.62
    
    
    
    1,383.51
    
    
    
    32.10Other liabilities
    
    
    636.76
    
    
    
    1,630.71
    
    
    
    2,187.77
    
    
    
    50.76Net cash provided by operating activities
    
    
    19,006.44
    
    
    
    20,191.67
    
    
    
    30,161.61
    
    
    
    699.81Cash flows from investing activities:Expenditure on property, plant and equipment
    
    
    (6,612.81
    )
    
    
    (7,485.94
    )
    
    
    (11,391.63
    )
    
    
    (264.31
    )Proceeds from sale of property, plant and equipment
    
    
    322.00
    
    
    
    113.25
    
    
    
    148.87
    
    
    
    3.45Dividends received from affiliates
    
    
    8.40
    
    
    
    14.12
    
    
    
    
    
    
    
    Purchase of investments
    
    
    (70,698.67
    )
    
    
    (58,706.63
    )
    
    
    (123,725.63
    )
    
    
    (2,870.66
    )Proceeds from sale of investments
    
    
    66,383.54
    
    
    
    52,043.18
    
    
    
    121,541.75
    
    
    
    2,820.00Investments in inter-corporate deposits
    
    
    
    
    
    
    (500.00
    )
    
    
    (250.00
    )
    
    
    (5.80
    )Redemption of inter-corporate deposits
    
    
    
    
    
    
    
    
    
    
    100.00
    
    
    
    2.32Purchase of intangible assets
    
    
    (280.54
    )
    
    
    
    
    
    
    
    
    
    
    Payment for acquisitions, net of cash acquired
    
    
    (617.99
    )
    
    
    (2,777.03
    )
    
    
    (7,800.14
    )
    
    
    (180.98
    )Net cash used in investing activities
    
    
    (11,496.07
    )
    
    
    (17,299.05
    )
    
    
    (21,376.78
    )
    
    
    (495.98
    )Cash flows from financing activities:Proceeds from issuance of equity shares
    
    
    2,577.13
    
    
    
    4,766.79
    
    
    
    8,894.44
    
    
    
    206.37Proceeds from issuance of equity shares by a subsidiary
    
    
    266.25
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from/(repayments of) short-term borrowing from
banks, net
    
    
    (405.08
    )
    
    
    (196.06
    )
    
    
    1,825.19
    
    
    
    42.35Repayment of long-term debt
    
    
    
    
    
    
    (268.36
    )
    
    
    146.78
    
    
    
    3.41Payment of cash dividends
    
    
    (7,575.99
    )
    
    
    (3,997.74
    )
    
    
    (8,873.30
    )
    
    
    (205.89
    )Movement in restricted cash relating to cash dividends
    
    
    
    
    
    
    
    
    
    
    (7,237.88
    )
    
    
    (167.93
    )Excess income tax benefit related to employee stock
incentive plan
    
    
    
    
    
    
    
    
    
    
    64.54
    
    
    
    1.50Net cash provided by/(used in) financing activities
    
    
    (5,137.69
    )
    
    
    304.63
    
    
    
    (5,180.23
    )
    
    
    (120.19
    )Net increase in cash and cash equivalents during the year
    
    
    2,372.68
    
    
    
    3,197.25
    
    
    
    3,604.60
    
    
    
    83.63Effect of exchange rate changes on cash
    
    
    0.92
    
    
    
    (10.31
    )
    
    
    (50.13
    )
    
    
    (1.16
    )Cash and cash equivalents at the beginning of the year
    
    
    3,297.16
    
    
    
    5,670.76
    
    
    
    8,857.70
    
    
    
    205.52Cash and cash equivalents at the end of the year
    
    Rs.
    5,670.76
    
    
    Rs.
    8,857.70
    
    
    Rs.
    12,412.17
    
    
    
    287.99Supplementary information:Cash paid for interest
    
    Rs.
    56.12
    
    
    Rs.
    34.95
    
    
    Rs.
    124.63
    
    
    
    2.89Cash paid for taxes
    
    
    2,354.70
    
    
    
    4,542.59
    
    
    
    4,251.82
    
    
    
    98.65
  110




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (in millions, except share data and where otherwise stated)
 1. Overview
  2. Significant Accounting Policies
  Basis of preparation of financial statements
 Functional currency and exchange rate translation
  Convenience translation
 Principles of consolidation
 Cash equivalents
 Revenue recognition
 111




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##### Table of Contents




    
    The revenue recognition criteria applicable to the unit of accounting is met;
 
    
    The delivered element has value to the customer on a standalone basis. The delivered unit will have value on a
standalone basis if it is being sold separately by other vendors or the customer could resell the deliverable on a
standalone basis;
 
    
    There is objective and reliable evidence of the fair value of the undelivered item(s); and
 
    
    If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the
undelivered item(s) is considered probable and substantially in control of the Company.
      Volume discount.
 112




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##### Table of Contents



Warranty costs.
 Shipping and handling costs.
 Inventories
 Investment securities
 Investments in affiliates
 Shares issued by subsidiary/affiliate
 Property, plant and equipment.
 Buildings
    
    30 to 60 yearsPlant and machinery
    
    2 to 20 yearsComputer equipment
    
    2 to 3 yearsFurniture, fixtures and equipment
    
    5 yearsVehicles
    
    4 yearsComputer software
    
    2 years
   Business combinations, goodwill and intangible assets
   113




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##### Table of Contents



Customer-related intangibles
    
    2 to 5 yearsMarketing-related intangibles
    
    2 to 20 yearsTechnology-based intangibles
    
    5 years
 Start-up costs
 Research and development
 Impairment or disposal of long-lived assets
  Earnings per share
 Dividends.
 Income taxes
 Stock-based compensation.
  114




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##### Table of Contents



Year endedParticulars
    
    March 31, 2007Operating Income
    
    
    (165.00
    )Income before income taxes, minority interest and
cumulative effect of change in accounting principle
    
    
    (165.00
    )Income before cumulative effect of change in accounting
principle
    
    
    (165.00
    )Net Income
    
    
    (125.91
    )Earnings per equity shareBasic
    
    
    (0.09
    )Diluted
    
    
    (0.09
    )Cash provided by operating activities
    
    
    (64.54
    )Cash provided in financing activities
    
    
    64.54
    Year ended March 31,2005
    
    
    2006Net income, as reported
    
    Rs.
    15,832.75
    
    
    Rs.
    20,269.97Add: Stockbased employee compensation
expense included in reported net
income, net of tax effects
    
    
    353.86
    
    
    
    619.43Less: Stock-based employee compensation
expense determined under fair value
based method, net of tax
effects
    
    
    (1,598.10
    )
    
    
    (1,190.50
    )Pro-forma net income
    
    Rs.
    14,588.51
    
    
    Rs.
    19,698.90Earnings per share: BasicAs reported
    
    
    11.38
    
    
    
    14.41Pro-forma
    
    
    10.49
    
    
    
    14.01Earnings per share: DilutedAs reported
    
    
    11.29
    
    
    
    14.24Pro-forma
    
    
    10.44
    
    
    
    13.87
  Derivatives and hedge accounting.
  115




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##### Table of Contents



Reclassifications.
 Recent accounting pronouncements
 FASB Interpretation No. 48.
 SFAS No. 157.
 SFAS No. 159.
 3. Acquisitions
  Wipro BPO
  mPower Software Services Inc. and subsidiaries
   116




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##### Table of Contents



Description
    
    Fair valueNet tangible assets
    
    Rs.
    185.39Customer-related intangibles
    
    
    513.13Deferred tax liabilities
    
    
    (177.50
    )Goodwill
    
    
    753.55Total
    
    Rs.
    1,274.57
 BVPENTE Beteiligungsverwaltung GmbH and subsidiaries
    Description
    
    Fair valueNet tangible assets
    
    Rs.
    307.15Customer-related intangibles
    
    
    117.40Technology-related intangibles
    
    
    95.72Deferred tax liabilities
    
    
    (53.00
    )Goodwill
    
    
    758.03Total
    
    Rs.
    1,225.30
  cMango Inc. and subsidiaries
    Description
    
    Fair valueNet tangible assets/(liabilities)
    
    Rs.
    (23.08
    )Customer-related intangibles
    
    
    132.64Deferred tax liabilities
    
    
    (46.42
    )Goodwill
    
    
    821.11Total
    
    Rs.
    884.25
 RetailBox BV and subsidiaries
  117




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##### Table of Contents



Description
    
    Fair valueNet tangible assets
    
    Rs.
    388.88Customer-related intangibles
    
    
    297.92Deferred tax liabilities
    
    
    (104.27
    )Goodwill
    
    
    1,859.59Total
    
    Rs.
    2,442.12
 Northwest Switchgear Limited
    Description
    
    Fair valueNet tangible assets
    
    Rs.
    33.75Marketing-related intangibles
    
    
    1,097.91Total
    
    Rs.
    1,131.66
 Saraware Oy
    Description
    
    Fair valueNet tangible assets/(liabilities)
    
    Rs.
    186.98Customer-related intangibles
    
    
    254.72Deferred tax liabilities
    
    
    (89.15
    )Goodwill
    
    
    762.95Total
    
    Rs.
    1,115.50
 118




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##### Table of Contents



Quantech Global Services
    Description
    
    Fair valueNet tangible assets/(liabilities)
    
    Rs.
    (230.33
    )Customer-related intangibles
    
    
    45.92Deferred tax liabilities
    
    
    (16.07
    )Goodwill
    
    
    481.77Total
    
    Rs.
    281.29
 Hydrauto Group
   Description
    
    Fair valueNet tangible assets/(liabilities)
    
    Rs.
    201.81Customer-related intangibles
    
    
    73.57Deferred tax liabilities
    
    
    (24.76
    )Goodwill
    
    
    1,161.55Total
    
    Rs.
    1,412.17
 3D Networks
   Description
    
    Fair valueNet tangible assets/(liabilities)
    
    Rs.
    507.77Customer-related intangibles
    
    
    136.24Deferred tax liabilities
    
    
    (45.86
    )Goodwill
    
    
    305.80Total
    
    Rs.
    903.95
  119




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##### Table of Contents



4. Cash and Cash Equivalents
  5. Accounts Receivable
  Year ended March 31,2005
    
    
    2006
    
    
    2007Balance at the beginning of the year
    
    Rs.
    720.02
    
    
    
    846.54
    
    
    
    1,115.78Additional provision during the year, net of collections
    
    
    151.89
    
    
    
    275.24
    
    
    
    280.02Bad debts charged to provision
    
    
    (25.37
    )
    
    
    (6.00
    )
    
    
    (149.68
    )Balance at the end of the year
    
    Rs.
    846.54
    
    
    
    1,115.78
    
    
    
    1,246.12
 6. Inventories
  As of March 31,2006
    
    
    2007Stores and spare parts
    
    Rs.
    198.02
    
    
    Rs.
    297.72Raw materials and components
    
    
    692.01
    
    
    
    1,584.13Work-in-process
    
    
    288.73
    
    
    
    491.21Finished goods
    
    
    885.85
    
    
    
    1,777.31Rs.
    2,064.61
    
    
    
    4,150.37
 7. Other Assets
  As of March 31,2006
    
    
    2007Prepaid expenses
    
    Rs.
    1,107.18
    
    
    Rs.
    1,359.05Prepaid rentals for leasehold land
    
    
    74.89
    
    
    
    596.53Due from officers and employees
    
    
    753.68
    
    
    
    884.31Advances to suppliers
    
    
    467.19
    
    
    
    711.45Balances with statutory authorities
    
    
    130.76
    
    
    
    207.12Deposits
    
    
    1,388.89
    
    
    
    1,591.01Interest-bearing corporate deposits
    
    
    500.00
    
    
    
    650.00Advance income taxes
    
    
    3,670.89
    
    
    
    4,844.25Deferred contract costs
    
    
    339.59
    
    
    
    397.44Derivative asset
    
    
    338.11
    
    
    
    378.51Others
    
    
    369.39
    
    
    
    751.229,140.57
    
    
    
    12,370.89Less: Current assets
    
    
    (7,896.60
    )
    
    
    (10,411.97
    )Rs.
    1,243.97
    
    
    Rs.
    1,958.92
 8. Investment Securities
  As of March 31, 2006
    
    
    As of March 31, 2007Gross Unrealized
    
    
    
    
    
    
    
    
    
    
    Gross UnrealizedCarrying Value
    
    
    Holding Gains
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Holding Gains
    
    
    Fair ValueAvailable-for-sale:Investments in liquid
and short-term mutual
funds
    
    Rs.
    29,816.83
    
    
    Rs.
    498.42
    
    
    Rs.
    30,315.25
    
    
    Rs.
    31,841.47
    
    
    Rs.
    568.96
    
    
    Rs.
    32,410.43
 120




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##### Table of Contents



9. Property, Plant and Equipment
  As of March 31,2006
    
    
    2007Land
    
    Rs.
    1,261.14
    
    
    Rs.
    1,571.07Buildings
    
    
    4,590.53
    
    
    
    6,095.44Plant and machinery
    
    
    5,545.08
    
    
    
    7,870.93Furniture, fixtures and equipment
    
    
    2,996.87
    
    
    
    3,933.58Computer equipment
    
    
    6,761.66
    
    
    
    8,732.29Vehicles
    
    
    1,324.31
    
    
    
    1,821.38Computer software for internal use
    
    
    1,793.37
    
    
    
    2,831.09Capital work-in-progress
    
    
    6,248.52
    
    
    
    10,189.4530,521.48
    
    
    
    43,045.23Accumulated depreciation
    
    
    (12,744.08
    )
    
    
    (16,503.80
    )Rs.
    17,777.40
    
    
    Rs.
    26,541.43
  10. Goodwill and Intangible Assets
  As of March 31,2006
    
    
    2007Gross carrying
    
    
    Accumulated
    
    
    
    
    
    
    Gross carrying
    
    
    Accumulatedamount
    
    
    Amortization
    
    
    Net
    
    
    amount
    
    
    Amortization
    
    
    NetTechnology-based
intangibles
    
    Rs.
    130.02
    
    
    Rs.
    34.07
    
    
    Rs.
    95.95
    
    
    Rs.
    130.02
    
    
    Rs.
    71.40
    
    
    Rs.
    58.62Customer-related
intangibles
    
    
    1,050.27
    
    
    
    600.39
    
    
    
    449.88
    
    
    
    2,147.45
    
    
    
    937.29
    
    
    
    1,210.16Marketing-related
intangibles
    
    
    382.43
    
    
    
    73.93
    
    
    
    308.50
    
    
    
    1,480.48
    
    
    
    78.42
    
    
    
    1,402.06Rs.
    1,562.72
    
    
    Rs.
    708.39
    
    
    Rs.
    854.33
    
    
    Rs.
    3,627.935
    
    
    Rs.
    1,087.11
    
    
    Rs.
    2,670.84
  Year ending March 31,
    
    Amount2008
    
    Rs.
    492.022009
    
    
    460.192010
    
    
    350.572011
    
    
    152.752012
    
    
    55.57Thereafter
    
    
    1,159.74Total
    
    Rs.
    2,670.84
  Year ended March 31,2006
    
    
    2007Balance at the beginning of the year
    
    Rs.
    5,614.98
    
    
    Rs.
    7,480.85Goodwill relating to acquisitions (Note 3)
    
    
    1,851.01
    
    
    
    5,392.77Adjustment relating to finalization of purchase
price allocation
    
    
    
    
    
    
    (103.60
    )Tax benefit allocated to goodwill
    
    
    
    
    
    
    (14.40
    )Effect of translation adjustments
    
    
    14.86
    
    
    
    (57.91
    )Balance at the end of the year
    
    Rs.
    7,480.85
    
    
    Rs.
    12,697.71
 121




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##### Table of Contents



Segment
    
    As of March 31,2006
    
    
    2007IT Services and
Products
    
    Rs.
    2,742.39
    
    
    Rs.
    6,502.71BPO Services
    
    
    3,982.00
    
    
    
    3,982.00India and AsiaPac IT Services and
Products
    
    
    756.46
    
    
    
    1,044.63Others
    
    
    
    
    
    
    1,168.37Total
    
    Rs.
    7,480.85
    
    
    Rs.
    12,697.71
 11. Other Current Liabilities
  As of March 31,2006
    
    
    2007Statutory dues payable
    
    Rs.
    1,820.99
    
    
    Rs.
    2,634.92Taxes payable
    
    
    3,044.10
    
    
    
    4,573.00Dividends payable
    
    
    
    
    
    
    7,237.88Warranty obligations
    
    
    664.86
    
    
    
    742.03Derivative liability
    
    
    12.53
    
    
    
    109.89Others
    
    
    505.47
    
    
    
    1,325.44Rs.
    6,047.95
    
    
    Rs.
    16,623.16
  Year ended March 31,2005
    
    
    2006
    
    
    2007Balance at the beginning of the year
    
    Rs.
    357.36
    
    
    
    361.08
    
    
    
    664.86Additional provision during the year
    
    
    373.46
    
    
    
    601.20
    
    
    
    827.32Reduction due to payments
    
    
    (369.74
    )
    
    
    (297.42
    )
    
    
    (750.15
    )Balance at the end of the year
    
    Rs.
    361.08
    
    
    
    664.86
    
    
    
    742.03
 12. Operating Leases
   Year ending March 31,
2008
    
    
    394.662009
    
    
    358.072010
    
    
    340.912011
    
    
    279.352012
    
    
    247.25Thereafter
    
    
    953.15Total
    
    Rs.
    2,573.39
  122




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13. Investments in Affiliates
 Wipro GE Medical Systems (Wipro GE)
    WeP Peripherals (WeP)
   WM Net Serv
  14. Financial Instruments and Concentration of Risk
 Concentration of risk
 Derivative financial instruments
 123




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##### Table of Contents



As of March 31,2006
    
    2007Forward contractsSell
    
    $
    592.23
    
    
    $
    345.00£
    4.00
    
    
    
    16.00£
    87.6Buy
    
    
    
    
    
    $
    184.56Net purchased options (sell)
    
    $
    254.00
    
    
    $
    36.00£
    8.00
    
    
    
    13.00Net written options (sell)
    
    $
    6.00
    
    
    
    £
    5.00
    
    
    
    
   As of March 31,2005
    
    
    2006
    
    
    2007Balance as at the
beginning of the
year
    
    Rs.
    1,058.97
    
    
    Rs.
    113.81
    
    
    Rs.
    202.34Net gains
reclassified into
net income on
occurrence of
hedged transactions
    
    
    (1,058.97
    )
    
    
    (113.81
    )
    
    
    (202.34
    )Deferred
cancellation losses
relating to
roll-over
hedging
    
    
    (159.60
    )
    
    
    
    
    
    
    Changes in fair
value of effective
portion of
outstanding
derivatives
    
    
    273.41
    
    
    
    202.34
    
    
    
    71.86Unrealized
gain/(losses) on
cash flow hedging
derivatives,
net
    
    
    (945.16
    )
    
    
    88.53
    
    
    
    (130.48
    )Balance as at the
end of the
year
    
    Rs.
    113.81
    
    
    Rs.
    202.34
    
    
    Rs.
    71.86
  15. Borrowings from Banks
  16. Stock Dividend
  124




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17. Equity Shares and Dividends
       18. Retained Earnings
  19. Other Income, Net
  Year ended March 31,2005
    
    
    2006
    
    
    2007Interest income
    
    Rs.
    35.79
    
    
    Rs.
    198.09
    
    
    Rs.
    682.51Interest expense
    
    
    (56.12
    )
    
    
    (34.95
    )
    
    
    (260.81
    )Dividend income
    
    
    679.36
    
    
    
    862.60
    
    
    
    1,685.93Gain on sale of investment securities, net
    
    
    35.59
    
    
    
    237.72
    
    
    
    549.27Others
    
    
    104.20
    
    
    
    12.40
    
    
    
    9.94Rs.
    798.82
    
    
    Rs.
    1,275.86
    
    
    Rs.
    2,666.84
 125




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##### Table of Contents



20 Shipping and Handling Costs
  21. Income Taxes
  Year ended March 31,2005
    
    
    2006
    
    
    2007Income from continuing operations
    
    Rs.
    2,693.57
    
    
    Rs.
    3,264.73
    
    
    Rs.
    3,722.61Stockholders equity for:Income tax benefits relating to employee stock options
    
    
    
    
    
    
    (69.34
    )
    
    
    (64.54
    )Adjustments to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    (18.05
    )Unrealized gains on investment securities, net
    
    
    59.59
    
    
    
    114.94
    
    
    
    25.48Tax benefit allocated to goodwill
    
    
    
    
    
    
    
    
    
    
    (14.40
    )Total income taxes
    
    Rs.
    2,753.16
    
    
    Rs.
    3,310.33
    
    
    Rs.
    3,651.10
  Year ended March 31,2005
    
    
    2006
    
    
    2007Current taxesDomestic
    
    Rs.
    1,642.97
    
    
    Rs.
    1,605.19
    
    
    Rs.
    1,574.59Foreign
    
    
    1,133.65
    
    
    
    1,644.57
    
    
    
    2,176.78Rs.
    2,776.62
    
    
    Rs.
    3,249.76
    
    
    Rs.
    3,751.37Deferred taxesDomestic
    
    
    (70.45
    )
    
    
    (7.82
    )
    
    
    (0.95
    )Foreign
    
    
    (12.60
    )
    
    
    22.79
    
    
    
    (27.81
    )(83.05
    )
    
    
    14.97
    
    
    
    (28.76
    )Total income tax expense
    
    Rs.
    2,693.57
    
    
    Rs.
    3,264.73
    
    
    Rs.
    3,722.61
  Year ended March 31,2005
    
    
    2006
    
    
    2007Income
before taxes, minority interest and cumulative effect of change in
accounting principle
    
    Rs.
    18,607.53
    
    
    Rs.
    23,536.10
    
    
    Rs.
    32,852.51Enacted income tax rate in India
    
    
    36.59
    %
    
    
    33.66
    %
    
    
    33.66
    %Computed expected tax expense
    
    
    6,808.50
    
    
    
    7,922.25
    
    
    
    11,058.15Effect of:Income exempt from tax
    
    
    (4,706.64
    )
    
    
    (5,129.26
    )
    
    
    (7,498.43
    )Basis differences that will reverse during the tax
holiday period
    
    
    245.03
    
    
    
    291.24
    
    
    
    526.12Income taxed at higher rates
    
    
    111.59
    
    
    
    229.95
    
    
    
    124.56Loss on direct issue of stock by
subsidiary
    
    
    75.74
    
    
    
    
    
    
    
    Income taxes relating to prior years
    
    
    122.23
    
    
    
    (175.15
    )
    
    
    (701.90
    )Effect of change in tax rates
    
    
    (9.62
    )
    
    
    17.14
    
    
    
    Expenses disallowed for tax purposes
    
    
    
    
    
    
    111.37
    
    
    
    197.31Others, net
    
    
    46.74
    
    
    
    (2.81
    )
    
    
    16.80Total income tax expense
    
    Rs.
    2,693.57
    
    
    Rs.
    3,264.73
    
    
    Rs.
    3,722.61
  126




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As of March 31,2006
    
    
    2007Deferred tax assetsAllowance for doubtful accounts
    
    Rs.
    105.44
    
    
    Rs.
    217.14Accrued expenses and
liabilities
    
    
    224.28
    
    
    
    313.46Carry-forward capital losses
    
    
    56.26
    
    
    
    Carry-forward business losses
    
    
    917.37
    
    
    
    1,019.20Others
    
    
    60.91
    
    
    
    69.06Total gross deferred tax assets
    
    
    1,364.26
    
    
    
    1,618.86Less: valuation allowance
    
    
    (524.55
    )
    
    
    (531.13
    )Net deferred tax assets
    
    Rs.
    839.71
    
    
    Rs.
    1,087.73Deferred tax liabilitiesProperty, plant and equipment
    
    Rs.
    22.43
    
    
    Rs.
    79.88Intangible assets
    
    
    202.01
    
    
    
    560.03Amortizable goodwill
    
    
    63.60
    
    
    
    84.80Undistributed earnings of
affiliates
    
    
    153.49
    
    
    
    196.83Unrealized gains on investment securities,
net
    
    
    174.45
    
    
    
    199.93Total gross deferred tax liability
    
    
    615.98
    
    
    Rs.
    1,121.47Net deferred tax assets / (liabilities)
    
    Rs.
    223.73
    
    
    Rs.
    (33.74
    )
    Year ending March 31:2013
    
    Rs.
    24.002014
    
    
    28.002015
    
    
    66.002024
    
    
    315.002025
    
    
    209.00Thereafter
    
    
    2,703.14Rs.
    3,345.14
    127




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##### Table of Contents



22. Employee Stock Incentive Plans
 Wipro Equity Reward Trust (WERT).
  Year ended March 31,2005
    
    2006
    
    2007Shares held at the beginning of the year
    
    
    7,887,060
    
    
    
    7,893,060
    
    
    
    7,869,060Shares granted to employees
    
    
    
    
    
    
    (24,000
    )
    
    
    Grants forfeited by employees
    
    
    6,000
    
    
    
    
    
    
    
    92,700Shares held at the end of the year
    
    
    7,893,060
    
    
    
    7,869,060
    
    
    
    7,961,760
 Wipro Employee Stock Option Plan 1999 (1999 Plan).
 Year ended March 31, 2005Weighted-averageWeighted-
    
    
    remainingShares arising
    
    
    Range of exercise
    
    
    average exercise
    
    
    contractualout of options
    
    
    prices
    
    
    price
    
    
    life(months)Outstanding at the beginning of the year
    
    
    8,365,265
    
    
    Rs.
    171  181
    
    
    Rs.
    181
    
    
    18 months11,916,150
    
    
    
    309  421
    
    
    
    311
    
    
    26 monthsForfeited and lapsed during the year
    
    
    (76,440
    )
    
    
    171  181
    
    
    
    181
    
    
    
    (600,138
    )
    
    
    309  421
    
    
    
    309
    
    
    
    Exercised during the year
    
    
    (4,086,872
    )
    
    
    171  181
    
    
    
    181
    
    
    
    (2,056,358
    )
    
    
    309  421
    
    
    
    309
    
    
    
    Outstanding at the end of the year
    
    
    4,201,953
    
    
    
    171  181
    
    
    
    181
    
    
    6 months9,259,654
    
    
    
    309  421
    
    
    
    311
    
    
    14 monthsExercisable at the end of the year
    
    
    4,201,953
    
    
    
    171  181
    
    
    
    181
    
    
    6 months6,959,606
    
    
    Rs.
    309  421
    
    
    Rs.
    311
    
    
    14 months
 128




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##### Table of Contents



Year ended March 31, 2006Weighted-averageWeighted-
    
    
    remainingShares arising
    
    
    Range of exercise
    
    
    average exercise
    
    
    contractualout of options
    
    
    prices
    
    
    price
    
    
    life(months)Outstanding at the beginning of the year
    
    
    4,201,953
    
    
    Rs.
    171  181
    
    
    Rs.
    181
    
    
    6 months9,259,654
    
    
    
    309  421
    
    
    
    311
    
    
    14 monthsForfeited and lapsed during the year
    
    
    (91,462
    )
    
    
    171  181
    
    
    
    181
    
    
    
    (224,530
    )
    
    
    309  421
    
    
    
    309
    
    
    
    Exercised during the year
    
    
    (4,110,491
    )
    
    
    171  181
    
    
    
    181
    
    
    
    (5,056,811
    )
    
    
    309  421
    
    
    
    310
    
    
    
    Outstanding at the end of the year
    
    
    
    
    
    
    171  181
    
    
    
    
    
    
    
    3,978,313
    
    
    
    309  421
    
    
    
    312
    
    
    3 monthsExercisable at the end of the year
    
    
    
    
    
    
    171  181
    
    
    
    
    
    
    
    3,978,313
    
    
    Rs.
    309  421
    
    
    Rs.
    312
    
    
    3 months
 Year ended March 31, 2007Weighted-averageWeighted-
    
    remainingShares arising
    
    Range of exercise
    
    average exercise
    
    contractualout of options
    
    prices
    
    price
    
    life(months)Outstanding at the beginning of the year
    
    
    3,978,313
    
    
    
    309  421
    
    
    
    312
    
    
    3 monthsForfeited and lapsed during the year
    
    
    (75,795
    )
    
    
    309  421
    
    
    
    309
    
    
    
    Exercised during the year
    
    
    (3,902,518
    )
    
    
    309  421
    
    
    
    312
    
    
    
    Outstanding at the end of the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercisable at the end of the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Wipro Employee Stock Option Plan 2000 (2000 Plan).
  Year ended March 31, 2005Weighted-averageWeighted-
    
    
    remainingShares arising
    
    
    Range of exercise
    
    
    average exercise
    
    
    contractual lifeout of options
    
    
    prices
    
    
    price
    
    
    (months)Outstanding at the beginning of the year
    
    
    514,800
    
    
    Rs.
    172  255
    
    
    Rs.
    230
    
    
    57 months31,135,056
    
    
    
    264  396
    
    
    
    266
    
    
    59 months13,627,098
    
    
    
    397  408
    
    
    
    399
    
    
    42 monthsForfeited and lapsed during the year
    
    
    (67,050
    )
    
    
    172  255
    
    
    
    231
    
    
    
    (1,892,582
    )
    
    
    264  396
    
    
    
    266
    
    
    
    (965,950
    )
    
    
    397  408
    
    
    
    400
    
    
    
    Exercised during the year
    
    
    (54,854
    )
    
    
    172  255
    
    
    
    226
    
    
    
    (3,061,976
    )
    
    
    264  396
    
    
    
    264
    
    
    
    
 129




---



##### Table of Contents



Year ended March 31, 2005Weighted-averageWeighted-
    
    
    remainingShares arising
    
    
    Range of exercise
    
    
    average exercise
    
    
    contractual lifeout of options
    
    
    prices
    
    
    price
    
    
    (months)Outstanding at the end of the year
    
    
    392,896
    
    
    
    172  255
    
    
    
    231
    
    
    45 months26,180,498
    
    
    
    264  396
    
    
    
    267
    
    
    47 months12,661,148
    
    
    
    397  408
    
    
    
    399
    
    
    30 monthsExercisable at the end of the year
    
    
    165,876
    
    
    
    172  255
    
    
    
    231
    
    
    45 months15,729,818
    
    
    
    264  396
    
    
    
    267
    
    
    47 months8,862,804
    
    
    Rs.
    397  408
    
    
    Rs.
    399
    
    
    30 months
 Year ended March 31, 2006Weighted-averageWeighted-
    
    
    remainingShares arising
    
    
    Range of exercise
    
    
    average exercise
    
    
    contractual lifeout of options
    
    
    prices
    
    
    price
    
    
    (months)Outstanding at the beginning of the year
    
    
    392,896
    
    
    Rs.
    172  255
    
    
    
    231
    
    
    45 months26,180,498
    
    
    
    265  396
    
    
    
    267
    
    
    47 months12,661,148
    
    
    
    397  458
    
    
    
    399
    
    
    30 monthsForfeited and lapsed during the year
    
    
    (18,000
    )
    
    
    172  255
    
    
    
    229
    
    
    
    (790,554
    )
    
    
    265  396
    
    
    
    267
    
    
    
    (831,625
    )
    
    
    397  458
    
    
    
    398
    
    
    
    Exercised during the year
    
    
    (82,320
    )
    
    
    172  255
    
    
    
    221
    
    
    
    (5,243,687
    )
    
    
    265  396
    
    
    
    266
    
    
    
    (1,929,556
    )
    
    
    397  458
    
    
    
    397
    
    
    
    Outstanding at the end of the year
    
    
    292,576
    
    
    
    172  255
    
    
    
    233
    
    
    37 months20,146,257
    
    
    
    265  396
    
    
    
    267
    
    
    35 months9,899,967
    
    
    
    397  458
    
    
    
    399
    
    
    19 monthsExercisable at the end of the year
    
    
    186,732
    
    
    
    172  255
    
    
    
    233
    
    
    36 months16,165,662
    
    
    
    265  396
    
    
    
    267
    
    
    38 months9,899,967
    
    
    Rs.
    397  458
    
    
    Rs.
    399
    
    
    19 months
 Year ended March 31, 2007Weighted-averageWeighted-
    
    remainingShares arising
    
    Range of exercise
    
    average exercise
    
    contractual lifeout of options
    
    prices
    
    price
    
    (months)Outstanding at the beginning of the year
    
    
    292,576
    
    
    
    172-255
    
    
    
    233
    
    
    37 Months20,146,257
    
    
    
    265-396
    
    
    
    267
    
    
    35 Months9,899,967
    
    
    
    397-458
    
    
    
    399
    
    
    19 MonthsForfeited and lapsed during the year
    
    
    (91,924
    )
    
    
    172-255
    
    
    
    229
    
    
    
    (973,249
    )
    
    
    265-396
    
    
    
    274
    
    
    
    (100,634
    )
    
    
    397-458
    
    
    
    398
    
    
    
    Exercised during the year
    
    
    (175,802
    )
    
    
    172-255
    
    
    
    228
    
    
    
    (17,729,437
    )
    
    
    265-396
    
    
    
    266
    
    
    
    (8,312,435
    )
    
    
    397-458
    
    
    
    399
    
    
    
    Outstanding at the end of the year
    
    
    24,850
    
    
    
    172-255
    
    
    
    236
    
    
    23 Months1,443,571
    
    
    
    265-396
    
    
    
    267
    
    
    23 Months1,486,898
    
    
    
    397-458
    
    
    
    399
    
    
    7 MonthsExercisable at the end of the year
    
    
    24,850
    
    
    
    172-255
    
    
    
    235
    
    
    22 Months1,443,571
    
    
    
    265-396
    
    
    
    267
    
    
    23 Months1,486,898
    
    
    
    397-458
    
    
    
    399
    
    
    7 Months
  Stock Option Plan (2000 ADS Plan).
 130




---



##### Table of Contents



Year ended March 31, 2005Weighted-averageWeighted-
    
    
    remainingShares arising out
    
    
    Range of exercise
    
    
    average
    
    
    contractualof options
    
    
    prices
    
    
    exercise price
    
    
    life (months)Outstanding at the beginning of the year
    
    
    429,300
    
    
    $
    3.46    5.01
    
    
    $
    4.32
    
    
    54 months3,392,022
    
    
    
    5.82     6.90
    
    
    
    6.44
    
    
    45 monthsForfeited and lapsed during the year
    
    
    (60,000
    )
    
    
    5.82     6.90
    
    
    
    6.53
    
    
    
    Exercised during the year
    
    
    (24,750
    )
    
    
    3.46     5.01
    
    
    
    3.77
    
    
    
    (1,301,322
    )
    
    
    5.82     6.90
    
    
    
    6.35
    
    
    
    Outstanding at the end of the year
    
    
    404,550
    
    
    
    3.46     5.01
    
    
    
    4.35
    
    
    42 months2,030,700
    
    
    
    5.82     6.90
    
    
    
    6.50
    
    
    33 monthsExercisable at the end of the year
    
    
    197,956
    
    
    
    3.46     5.01
    
    
    
    4.37
    
    
    42 months1,546,300
    
    
    $
    5.82    6.90
    
    
    $
    6.51
    
    
    33 months
 Year ended March 31, 2006Weighted-averageWeighted-
    
    
    remainingShares arising out
    
    
    Range of exercise
    
    
    average
    
    
    contractualof options
    
    
    prices
    
    
    exercise price
    
    
    life (months)Outstanding at the beginning of the year
    
    
    404,550
    
    
    $
    3.46   5.01
    
    
    $
    4.35
    
    
    42 months2,030,700
    
    
    
    5.82    6.90
    
    
    
    6.50
    
    
    33 monthsForfeited and lapsed during the year
    
    
    (48,000
    )
    
    
    3.46    5.01
    
    
    
    4.00
    
    
    
    (180,000
    )
    
    
    5.82    6.90
    
    
    
    6.07
    
    
    
    Exercised during the year
    
    
    (117,650
    )
    
    
    3.46    5.01
    
    
    
    4.45(641,858
    )
    
    
    5.82    6.90
    
    
    
    6.53
    
    
    
    Outstanding at the end of the year
    
    
    238,900
    
    
    
    3.46    5.01
    
    
    
    4.38
    
    
    31 months1,208,842
    
    
    
    5.82    6.90
    
    
    
    6.50
    
    
    21 monthsExercisable at the end of the year
    
    
    176,938
    
    
    
    3.46    5.01
    
    
    
    4.33
    
    
    31 months911,621
    
    
    $
    5.82    6.90
    
    
    $
    6.45
    
    
    21 months
 Year ended March 31, 2007Weighted-averageWeighted-
    
    
    remainingShares arising out
    
    
    Range of exercise
    
    
    average
    
    
    contractualof options
    
    
    prices
    
    
    exercise price
    
    
    life (months)Outstanding at the beginning of the year
    
    
    238,900
    
    
    
    3.46  5.01
    
    
    $
    4.38
    
    
    31 months1,208,842
    
    
    
    5.82  6.90
    
    
    
    6.50
    
    
    21 monthsExercised during the year
    
    
    122,250
    
    
    
    3.46  5.01
    
    
    
    4.41
    
    
    
    769,403
    
    
    
    5.82  6.90
    
    
    
    6.51
    
    
    
    Outstanding at the end of the year
    
    
    116,650
    
    
    
    3.46  5.01
    
    
    
    4.39
    
    
    19 months439,439
    
    
    
    5.82  6.90
    
    
    
    6.15
    
    
    11 monthsExercisable at the end of the year
    
    
    116,650
    
    
    
    3.46  5.01
    
    
    
    4.39
    
    
    19 months439,439
    
    
    
    5.82  6.90
    
    
    $
    6.15
    
    
    11 months
  131




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##### Table of Contents



Restricted Stock Unit Plans:
   Year ended March 31, 2005Weighted-averageremainingShares arising out
    
    
    
    
    
    
    contractual lifeof options
    
    
    Exercise price
    
    
    (months)Outstanding at the beginning of the year
    
    
    
    
    
    Rs.
    
    
    
    
    Granted during the year
    
    
    9,792,596
    
    
    
    2
    
    
    72 monthsForfeited during the year
    
    
    (272,940
    )
    
    
    2
    
    
    
    Outstanding at the end of the year
    
    
    9,519,656
    
    
    
    2
    
    
    66 monthsExercisable at the end of the year
    
    
    
    
    
    Rs.
    
    
    
    
    
 Year ended March 31, 2006Weighted-averageremainingShares arising out
    
    
    
    
    
    
    contractual lifeof options
    
    
    Exercise price
    
    
    (months)Outstanding at the beginning of the year
    
    
    9,519,656
    
    
    Rs.
    2
    
    
    66 monthsGranted during the year
    
    
    55,500
    
    
    
    2
    
    
    72 monthsForfeited during the year
    
    
    (694,572
    )
    
    
    2
    
    
    
    Exercised during the year
    
    
    (1,282,410
    )
    
    
    2
    
    
    
    Outstanding at the end of the year
    
    
    7,598,174
    
    
    
    2
    
    
    54 monthsExercisable at the end of the year
    
    
    518,321
    
    
    Rs.
    2
    
    
    54 months
 Year ended March 31, 2007Weighted-averageremainingShares arising out
    
    
    
    
    
    contractual lifeof options
    
    Exercise price
    
    (months)Outstanding at the beginning of the year
    
    
    7,598,174
    
    
    
    2
    
    
    
    54Granted during the year
    
    
    2,492,560
    
    
    
    2
    
    
    
    72Forfeited during the year
    
    
    (553,836
    )
    
    
    2
    
    
    
    Exercised during the year
    
    
    (2,036,918
    )
    
    
    2
    
    
    
    Outstanding at the end of the year
    
    
    7,499,980
    
    
    
    2
    
    
    
    49Exercisable at the end of the year
    
    
    195,982
    
    
    
    2
    
    
    
    43
  132




---



##### Table of Contents



Year ended March 31, 2005Weighted-averageremainingShares arising out
    
    
    
    
    
    
    contractual lifeof options
    
    
    Exercise price
    
    

(months)Outstanding at the beginning of the year
    
    
    
    
    
    $
    
    
    
    
    Granted during the year
    
    
    1,583,600
    
    
    
    0.04
    
    
    72 monthsForfeited during the year
    
    
    (47,500
    )
    
    
    0.04
    
    
    
    Outstanding at the end of the year
    
    
    1,536,100
    
    
    
    0.04
    
    
    66 monthsExercisable at the end of the year
    
    
    
    
    
    $
    
    
    
    
    
 Year ended March 31, 2006Weighted-averageremainingcontractual lifeShares arising out
    
    
    
    
    
    
    (months)of options
    
    
    Exercise priceOutstanding at the beginning of the year
    
    
    1,536,100
    
    
    $
    0.04
    
    
    66 monthsExercised during the year
    
    
    (148,440
    )
    
    
    0.04
    
    
    
    Forfeited during the year
    
    
    (386,940
    )
    
    
    0.04
    
    
    
    Outstanding at the end of the year
    
    
    1,000,720
    
    
    
    0.04
    
    
    54 monthsExercisable at the end of the year
    
    
    116,400
    
    
    $
    0.04
    
    
    54 months
 Year ended March 31, 2007Weighted-averageremainingShares arising out
    
    
    
    
    
    contractual lifeof options
    
    Exercise price
    
    (months)Outstanding at the beginning of the year
    
    
    1,000,720
    
    
    $
    0.04
    
    
    
    54Granted during the year
    
    
    918,130
    
    
    $
    0.04
    
    
    
    72Exercised during the year
    
    
    (196,620
    )
    
    $
    0.04Forfeited during the year
    
    
    (170,900
    )
    
    $
    0.04Outstanding at the end of the year
    
    
    1,551,330
    
    
    $
    0.04
    
    
    
    54Exercisable at the end of the year
    
    
    122,980
    
    
    $
    0.04
    
    
    
    54
 Restricted Stock Unit Plan 2005:
  133




---



##### Table of Contents



Year ended March 31, 2007Weighted-averageremainingShares arising out
    
    
    
    
    
    contractual lifeof options
    
    Exercise price
    
    (months)Outstanding at the beginning of the year
    
    
    
    
    
    
    
    
    
    
    Granted during the year
    
    
    3,640,076
    
    
    
    2
    
    
    
    72Exercised during the year
    
    
    
    
    
    
    2
    
    
    
    Forfeited during the year
    
    
    (193,192
    )
    
    
    2Outstanding at the end of the year
    
    
    3,446,884
    
    
    
    2
    
    
    
    63Exercisable at the end of the year
    
    
    
    
    
    
    2
    
    
    
    
    Year ended March 31,2005
    
    
    2006
    
    
    2007Cost of revenues
    
    Rs.
    238.27
    
    
    Rs.
    437.20
    
    
    Rs.
    1,044.83Selling and
marketing
expenses
    
    
    49.20
    
    
    
    75.16
    
    
    
    168.95General and
administrative
expenses
    
    
    66.39
    
    
    
    139.87
    
    
    
    122.62Rs.
    353.86
    
    
    Rs.
    652.23
    
    
    Rs.
    1,336.40
  Modification of Employee Stock Incentive Plans
   23. Earnings Per Share
  134




---



##### Table of Contents



Year ended March 31,2005
    
    
    2006
    
    
    2007EarningsNet income
    
    Rs.
    15,832.75
    
    
    Rs.
    20,269.97
    
    
    Rs.
    29,168.99Effect of dilutive instruments of subsidiary
    
    
    (27.97
    )
    
    
    
    
    
    
    Net income (adjusted for full dilution)
    
    Rs.
    15,804.78
    
    
    Rs.
    20,269.97
    
    
    Rs.
    29,168.99Equity sharesWeighted average number of equity shares outstanding
    
    
    1,391,554,372
    
    
    
    1,406,505,974
    
    
    
    1,426,709,163Effect of dilutive equivalent shares-stock options
    
    
    8,292,410
    
    
    
    17,173,256
    
    
    
    17,758,394Weighted average number of equity shares and equivalent
shares outstanding...
    
    
    1,399,846,782
    
    
    
    1,423,679,230
    
    
    
    1,444,467,557
   24. Employee Benefit Plans
 Gratuity
   Before
    
    
    
    
    
    After ApplicationApplication of
    
    
    
    
    
    of SFAS No.SFAS No. 158
    
    Adjustments
    
    158Other current liabilities
    
    
    16,481.41
    
    
    
    141.75
    
    
    
    16,623.16Total current liabilities
    
    
    42,679.97
    
    
    
    141.75
    
    
    
    42,821.72Deferred income taxes
    
    
    482.03
    
    
    
    (18.05
    )
    
    
    463.98Total liabilities
    
    
    44,492.37
    
    
    
    123.70
    
    
    
    44,616.07Accumulated other comprehensive income
    
    
    217.47
    
    
    
    (123.70
    )
    
    
    93.77Total stockholders equity
    
    
    101,591.76
    
    
    
    (123.70
    )
    
    
    101,468.06Total liabilities and stockholders equity
    
    
    146,084.13
    
    
    
    
    
    
    
    146,084.13
 135




---



##### Table of Contents



As of March 31,2006
    
    
    2007Change in the benefit obligationProjected Benefit Obligation (PBO) at the beginning of the year
    
    Rs.
    634.46
    
    
    Rs.
    755.93Service cost
    
    
    163.52
    
    
    
    192.67Interest cost
    
    
    45.66
    
    
    
    55.16Benefits paid
    
    
    (47.08
    )
    
    
    (77.10
    )Actuarial loss/(gain)
    
    
    (40.62
    )
    
    
    100.19PBO at the end of the year
    
    
    755.93
    
    
    
    1,026.85Change in plan assetsFair value of plan assets at the beginning of the year
    
    
    597.73
    
    
    
    656.16Actual return on plan assets
    
    
    53.11
    
    
    
    58.82Employer contributions
    
    
    52.40
    
    
    
    89.14Benefits paid
    
    
    (47.08
    )
    
    
    (77.10
    )Plan assets at the end of the year
    
    
    656.16
    
    
    
    727.03Funded status
    
    
    (99.77
    )
    
    
    (299.82
    )Unrecognized actuarial loss/(gain)
    
    
    58.67
    
    
    
    Unrecognized transition obligation
    
    
    1.67
    
    
    
    Unrecognized actuarial cost
    
    
    2.31
    
    
    
    Accrued liability
    
    Rs.
    (37.12
    )
    
    Rs.
    (299.82
    )
  Year ended March 31,2006
    
    
    2007Net actuarial loss
    
    Rs.
    
    
    
    Rs.
    137.54Net prior service cost
    
    
    
    
    
    
    2.81Net transitional obligation
    
    
    
    
    
    
    1.40Total accumulated other comprehensive income
    
    Rs.
    
    
    
    Rs.
    141.75
  Year ended March 31,2005
    
    
    2006
    
    
    2007Service cost
    
    Rs.
    114.88
    
    
    Rs.
    163.52
    
    
    Rs.
    192.67Interest cost
    
    
    31.56
    
    
    
    45.66
    
    
    
    55.16Expected return on assets
    
    
    (29.49
    )
    
    
    (30.58
    )
    
    
    (42.24
    )Amortization of transition liabilities
    
    
    10.96
    
    
    
    10.34
    
    
    
    (4.00
    )Adjustments(1)
    
    
    
    
    
    
    
    
    
    
    (77.55
    )Net gratuity cost
    
    Rs.
    127.91
    
    
    Rs.
    188.94
    
    
    Rs.
    124.04
 
 (1)
    
    Till March 31, 2006 for a certain category of employees, the Company
previously recorded and disclosed a defined benefit plan as a defined contribution plan. During the
year ended March 31, 2007, the Company recorded an adjustment of Rs 77.55 as a credit to the income
statement to record this plan as a defined benefit plan. The impact of this adjustment is not
material to the income statement, accrued liability/(prepaid asset) and the overall financial
statement presentation. 136




---



##### Table of Contents



As of March 31,2006
    
    2007Discount rate
    
    
    
    
    
    
    8
    %
    
    
    9.6
    %Rate of increase in compensation
levels
    
    
    
    
    
    
    7
    %
    
    
    7
    %Rate of return on plan assets
    
    
    
    
    
    
    7
    %
    
    
    7.5
    %
  Year ended March 31,2005
    
    2006
    
    2007Discount rate
    
    
    8
    %
    
    
    8
    %
    
    
    8
    %Rate of increase in compensation
levels
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %Rate of return on plan assets
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %
   Expected contribution to the fund for the year ending March 31, 2008
    
    Rs.
    195.01Expected benefit payments from the fund for the year ending March 31:2008
    
    
    216.842009
    
    
    200.112010
    
    
    219.802011
    
    
    270.312012
    
    
    332.38Thereafter
    
    
    1,644.88Total
    
    
    2,884.32
  Superannuation
 Provident fund.
  Year ended March 31,2005
    
    
    2006
    
    
    2007Defined contribution
    
    Rs.
    868.02
    
    
    Rs.
    846.84
    
    
    Rs.
    1,282.96Defined benefit
    
    
    127.91
    
    
    
    188.94
    
    
    
    124.04Total
    
    Rs.
    995.93
    
    
    Rs.
    1,035.78
    
    
    Rs.
    1,407.00
 137




---



##### Table of Contents



25. Related Party Transactions
  Year ended March 31,2005
    
    
    2006
    
    
    2007Wipro GE:Revenues from sale of computer equipment and
administrative and management support services
    
    Rs.
    111.68
    
    
    Rs.
    114.01
    
    
    Rs.
    29.24Rent, travel and related expenses
    
    
    1.61
    
    
    
    
    
    
    
    Purchase of software
    
    
    0.45
    
    
    
    
    
    
    
    WeP Peripherals:Revenues from sale of computer equipment and
services
    
    
    10.48
    
    
    
    19.67
    
    
    
    4.91Fees received for usage of trade mark
    
    
    
    
    
    
    
    
    
    
    Payment for services
    
    
    7.50
    
    
    
    2.37
    
    
    
    Purchase of printers
    
    
    176.79
    
    
    
    118.88
    
    
    
    193.76Azim Premji Foundation (entity controlled by principal
shareholder of the Company):Revenues from sale of computer equipment and services
    
    
    6.71
    
    
    
    3.64
    
    
    
    3.35Principal shareholder:Payment of lease rentals
    
    
    1.13
    
    
    
    1.13
    
    
    
    1.13
  As of March 31,2006
    
    
    2007Wipro GE
    
    Rs.
    51.70
    
    
    Rs.
    3.88WeP Peripherals
    
    
    4.19
    
    
    
    Azim Premji Foundation
    
    
    0.04
    
    
    
    Rs.
    55.93
    
    
    
    3.88
  As of March 31,2006
    
    
    2007WeP Peripherals
    
    Rs.
    38.85
    
    
    
    Rs.
    38.85
    
    
    
    
 26. Sale of accounts receivable / employee advances
   138




---



##### Table of Contents



27. Commitments and Contingencies
 Capital commitments
 Other commitments
  Guarantees
 Contingencies and lawsuits.
     28. Segment Information
    139




---



##### Table of Contents



Year ended March 31, 2005India andGlobal IT Services and Products
    
    
    AsiaPac IT
    
    
    ConsumerBPO
    
    
    
    
    
    
    Services and
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    Services
    
    
    Total
    
    
    Products
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    54,236.07
    
    
    
    6,477.15
    
    
    
    60,713.22
    
    
    
    13,403.17
    
    
    
    4,555.38
    
    
    
    2,680.73
    
    
    
    
    
    
    
    81,352.50Exchange rate fluctuations
    
    
    20.01
    
    
    
    (44.12
    )
    
    
    (24.11
    )
    
    
    (8.62
    )
    
    
    (0.23
    )
    
    
    (6.74
    )
    
    
    39.70
    
    
    
    Total revenues
    
    
    54,256.08
    
    
    
    6,433.03
    
    
    
    60,689.11
    
    
    
    13,394.55
    
    
    
    4,555.15
    
    
    
    2,673.99
    
    
    
    39.70
    
    
    
    81,352.50Cost of revenues
    
    
    (33,780.07
    )
    
    
    (4,740.25
    )
    
    
    (38,520.32
    )
    
    
    (10,494.17
    )
    
    
    (2,926.22
    )
    
    
    (1,914.06
    )
    
    
    
    
    
    
    (53,854.77
    )Selling and marketing expenses
    
    
    (3,121.70
    )
    
    
    (101.77
    )
    
    
    (3,223.47
    )
    
    
    (1,150.26
    )
    
    
    (876.68
    )
    
    
    (184.10
    )
    
    
    (31.75
    )
    
    
    (5,466.26
    )General and administrative expenses
    
    
    (2,225.94
    )
    
    
    (513.16
    )
    
    
    (2,739.10
    )
    
    
    (787.66
    )
    
    
    (82.26
    )
    
    
    (126.93
    )
    
    
    (7.65
    )
    
    
    (3,743.60
    )Research and development expenses
    
    
    (273.54
    )
    
    
    
    
    
    
    (273.54
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (273.54
    )Amortization of intangible assets
    
    
    (52.00
    )
    
    
    (70.00
    )
    
    
    (122.00
    )
    
    
    
    
    
    
    (18.29
    )
    
    
    
    
    
    
    
    
    
    
    (140.29
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92.12
    )
    
    
    (92.12
    )Others, net
    
    
    14.56
    
    
    
    
    
    
    
    14.56
    
    
    
    7.21
    
    
    
    19.11
    
    
    
    17.54
    
    
    
    16.87
    
    
    
    75.29Operating income of segment (1)
    
    
    14,817.39
    
    
    
    1,007.85
    
    
    
    15,825.24
    
    
    
    969.67
    
    
    
    670.81
    
    
    
    466.44
    
    
    
    (74.95
    )
    
    
    17,857.21Total assets of segment
    
    
    29,297.05
    
    
    
    8,747.54
    
    
    
    38,044.59
    
    
    
    5,676.32
    
    
    
    1,670.62
    
    
    
    1,948.26
    
    
    
    24,735.32
    
    
    
    72,075.11Capital employed
    
    
    21,289.71
    
    
    
    8,122.14
    
    
    
    29,411.85
    
    
    
    1,594.54
    
    
    
    936.44
    
    
    
    1,403.21
    
    
    
    24,479.91
    
    
    
    57,825.95Return on capital employed
    
    
    78
    %
    
    
    14
    %
    
    
    60
    %
    
    
    52
    %
    
    
    86
    %Accounts receivable
    
    
    10,765.92
    
    
    
    977.11
    
    
    
    11,743.03
    
    
    
    2,292.42
    
    
    
    263.66
    
    
    
    507.25
    
    
    
    
    
    
    
    14,806.36Cash and cash equivalents and
investments in liquid and
short-term mutual funds
    
    
    3,877.87
    
    
    
    1,519.93
    
    
    
    5,397.80
    
    
    
    101.85
    
    
    
    142.63
    
    
    
    493.40
    
    
    
    22,492.67
    
    
    
    28,628.35Depreciation
    
    
    1,666.79
    
    
    
    515.74
    
    
    
    2,182.53
    
    
    
    93.32
    
    
    
    65.54
    
    
    
    47.90
    
    
    
    48.67
    
    
    
    2,437.96
 140




---



##### Table of Contents



Year ended March 31, 2006India andAsiaPac ITGlobal IT Services and Products
    
    
    Services
    
    
    ConsumerBPO
    
    
    
    
    
    
    and
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    

Acquisitions
    
    
    Services
    
    
    Total
    
    
    Products
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    72,591.13
    
    
    
    470.20
    
    
    
    7,664.23
    
    
    
    80,725.56
    
    
    
    16,477.08
    
    
    
    5,625.04
    
    
    
    3,279.20
    
    
    
    
    
    
    
    106,106.88Exchange rate fluctuations
    
    
    (172.15
    )
    
    
    (1.88
    )
    
    
    (37.78
    )
    
    
    (211.81
    )
    
    
    (2.34
    )
    
    
    0.20
    
    
    
    5.38
    
    
    
    208.57
    
    
    
    Total revenues
    
    
    72,418.98
    
    
    
    468.32
    
    
    
    7,626.45
    
    
    
    80,513.75
    
    
    
    16,474.74
    
    
    
    5,625.24
    
    
    
    3,284.58
    
    
    
    208.57
    
    
    
    106,106.88Cost of revenues
    
    
    (46,605.98
    )
    
    
    (380.15
    )
    
    
    (5,809.54
    )
    
    
    (52,795.67
    )
    
    
    (12,834.70
    )
    
    
    (3,556.43
    )
    
    
    (2,459.93
    )
    
    
    
    
    
    
    (71,646.73
    )Selling and marketing expenses
    
    
    (3,863.85
    )
    
    
    (28.92
    )
    
    
    (49.45
    )
    
    
    (3,942.22
    )
    
    
    (1,391.59
    )
    
    
    (1,160.42
    )
    
    
    (236.26
    )
    
    
    (33.86
    )
    
    
    (6,764.35
    )General and administrative expenses
    
    
    (3,345.48
    )
    
    
    (47.01
    )
    
    
    (751.52
    )
    
    
    (4,144.01
    )
    
    
    (841.24
    )
    
    
    (102.22
    )
    
    
    (112.02
    )
    
    
    (39.48
    )
    
    
    (5,238.97
    )Research and development expenses
    
    
    (202.26
    )
    
    
    
    
    
    
    
    
    
    
    (202.26
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202.26
    )Amortization of intangible assets
    
    
    (8.00
    )
    
    
    (17.76
    )
    
    
    (4.94
    )
    
    
    (30.70
    )
    
    
    (12.00
    )
    
    
    (21.25
    )
    
    
    
    
    
    
    
    
    
    
    (63.95
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288.49
    )
    
    
    (288.49
    )Others, net
    
    
    7.09
    
    
    
    3.47
    
    
    
    
    
    
    
    10.56
    
    
    
    9.27
    
    
    
    13.21
    
    
    
    11.11
    
    
    
    25.99
    
    
    
    70.14Operating income of segmen(1)
    
    
    18,400.50
    
    
    
    (2.05
    )
    
    
    1,011.00
    
    
    
    19,409.45
    
    
    
    1,404.48
    
    
    
    798.13
    
    
    
    487.48
    
    
    
    (127.27
    )
    
    
    21,972.27Total assets of segment
    
    
    40,062.66
    
    
    
    3,341.01
    
    
    
    11,426.57
    
    
    
    54,830.24
    
    
    
    8,322.33
    
    
    
    2,344.75
    
    
    
    2,410.94
    
    
    
    34,919.08
    
    
    
    102,827.34Accounts receivable
    
    
    14,674.20
    
    
    
    432.35
    
    
    
    849.12
    
    
    
    15,955.67
    
    
    
    3,350.62
    
    
    
    563.75
    
    
    
    723.07
    
    
    
    
    
    
    
    20,593.11Cash and cash equivalents and
investments in liquid and short-term
mutual funds
    
    
    5,000.57
    
    
    
    245.69
    
    
    
    4,097.57
    
    
    
    9,343.83
    
    
    
    240.81
    
    
    
    178.03
    
    
    
    367.89
    
    
    
    29,042.39
    
    
    
    39,172.95Depreciation
    
    
    2,128.92
    
    
    
    59.41
    
    
    
    623.80
    
    
    
    2,812.13
    
    
    
    117.05
    
    
    
    81.73
    
    
    
    58.87
    
    
    
    31.45
    
    
    
    3,101.23Capital employed opening
    
    
    21,289.71
    
    
    
    
    
    
    
    8,122.14
    
    
    
    29.411.85
    
    
    
    2,245.41
    
    
    
    936.44
    
    
    
    1,403.21
    
    
    
    23,829.04
    
    
    
    57,825.95Capital employed closing
    
    
    27,777.90
    
    
    
    3,049.94
    
    
    
    10,337.07
    
    
    
    41,164.91
    
    
    
    3,124.13
    
    
    
    1,309.70
    
    
    
    1,790.09
    
    
    
    32,080.06
    
    
    
    79,468.89Average capital employed
    
    
    24,533.81
    
    
    
    1,524.97
    
    
    
    9,229.61
    
    
    
    35,288.38
    
    
    
    2,684.77
    
    
    
    1,123.07
    
    
    
    1,596.65
    
    
    
    27,954.55
    
    
    
    68,647.42Return on capital employed
    
    
    75
    %
    
    
    
    
    
    
    11
    %
    
    
    55
    %
    
    
    52
    %
    
    
    71
    %
 Year ended March 31, 2007India andAsiaPacITGlobal IT Services and Products
    
    
    Services
    
    
    ConsumerBPO
    
    
    
    
    
    
    and
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    Acquisitions
    
    
    Services
    
    
    Total
    
    
    Products
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    96,688.37
    
    
    
    4,820.44
    
    
    
    9,412.80
    
    
    
    110,921.61
    
    
    
    23,888.48
    
    
    
    7,558.50
    
    
    
    7,062.74
    
    
    
    
    
    
    
    149,431.33Exchange rate fluctuations
    
    
    (140.57
    )
    
    
    (15.03
    )
    
    
    (23.85
    )
    
    
    (179.45
    )
    
    
    (25.07
    )
    
    
    4.40
    
    
    
    3.06
    
    
    
    197.06
    
    
    
    Total revenues
    
    
    96,547.80
    
    
    
    4,805.41
    
    
    
    9,388.95
    
    
    
    110,742.16
    
    
    
    23,863.41
    
    
    
    7,562.91
    
    
    
    7,065.80
    
    
    
    197.06
    
    
    
    149,431.33Cost of revenues
    
    
    (62,671.33
    )
    
    
    (4,146.44
    )
    
    
    (6,172.97
    )
    
    
    (72,990.74
    )
    
    
    (18,555.11
    )
    
    
    (4,905.14
    )
    
    
    (5,749.25
    )
    
    
    
    
    
    
    102,200.24Selling and marketing expenses
    
    
    (4,882.83
    )
    
    
    (116.82
    )
    
    
    (100.02
    )
    
    
    (5,099.67
    )
    
    
    (2,067.89
    )
    
    
    (1,482.75
    )
    
    
    (477.84
    )
    
    
    (44.77
    )
    
    
    (9,172.92
    )General and administrative
expenses
    
    
    (4,230.46
    )
    
    
    (511.59
    )
    
    
    (982.52
    )
    
    
    (5,724.57
    )
    
    
    (1,198.32
    )
    
    
    (120.04
    )
    
    
    (500.35
    )
    
    
    (95.95
    )
    
    
    (7,639.23
    )Research and development expenses
    
    
    (267.71
    )
    
    
    
    
    
    
    
    
    
    
    (267.71
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (267.71
    )Amortization of intangible
assets
    
    
    
    
    
    
    (220.11
    )
    
    
    (5.09
    )
    
    
    (225.20
    )
    
    
    (32.04
    )
    
    
    (4.33
    )
    
    
    (7.66
    )
    
    
    
    
    
    
    (269.23
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (235.69
    )
    
    
    (235.69
    )Others, net
    
    
    12.92
    
    
    
    80.61
    
    
    
    0.10
    
    
    
    93.63
    
    
    
    29.08
    
    
    
    18.74
    
    
    
    50.54
    
    
    
    29.49
    
    
    
    221.48Operating income of segment(1)
    
    
    24,508.39
    
    
    
    (108.94
    )
    
    
    2,128.45
    
    
    
    26,527.90
    
    
    
    2,039.13
    
    
    
    1,069.38
    
    
    
    381.24
    
    
    
    (149.86
    )
    
    
    29,867.79Total assets of segment
    
    
    53,475.17
    
    
    
    11,406.08
    
    
    
    7,816.36
    
    
    
    72,697.61
    
    
    
    12,525.54
    
    
    
    4,676.63
    
    
    
    6,499.63
    
    
    
    49,684.73
    
    
    
    146,084.13Accounts receivable
    
    
    19,275.43
    
    
    
    1,095.75
    
    
    
    1,097.06
    
    
    
    21,468.24
    
    
    
    5,053.64
    
    
    
    723.33
    
    
    
    1,221.37
    
    
    
    
    
    
    
    28,466.58Cash and cash equivalents and
investments in liquid and short-term
mutual funds
    
    
    6,137.25
    
    
    
    2,455.60
    
    
    
    420.78
    
    
    
    9,013.63
    
    
    
    887.81
    
    
    
    357.98
    
    
    
    251.24
    
    
    
    34,311.94
    
    
    
    44,822.60Depreciation
    
    
    2,710.70
    
    
    
    176.84
    
    
    
    616.66
    
    
    
    3,504.20
    
    
    
    168.03
    
    
    
    103.76
    
    
    
    139.05
    
    
    
    15.52
    
    
    
    3,930.56Capital employed opening
    
    
    27,777.90
    
    
    
    3,049.94
    
    
    
    10,337.07
    
    
    
    41,164.91
    
    
    
    3,124.13
    
    
    
    1,309.70
    
    
    
    1,790.09
    
    
    
    32,080.06
    
    
    
    79,468.89Capital employed closing
    
    
    37,403.64
    
    
    
    10,257.15
    
    
    
    6,456.04
    
    
    
    54,116.83
    
    
    
    5,717.95
    
    
    
    3,093.82
    
    
    
    4,417.08
    
    
    
    37,903.41
    
    
    
    105,249.09Average capital employed
    
    
    32,590.78
    
    
    
    6,653.54
    
    
    
    8,396.55
    
    
    
    47,640.87
    
    
    
    4,421.04
    
    
    
    2,201.76
    
    
    
    3,103.59
    
    
    
    34,991.73
    
    
    
    92,358.99Return on capital employed
    
    
    75
    %
    
    
    -2
    %
    
    
    25
    %
    
    
    56
    %
    
    
    46
    %
    
    
    49
    %
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Operating income of segments is after recognition of stock compensation expense
arising from the grant of options: 141




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##### Table of Contents



Segments
    
    2005
    
    2006
    
    2007IT Services
    
    Rs.
    297.55
    
    
    Rs.
    539.71
    
    
    
    1,151.06BPO
Services
    
    
    12.62
    
    
    
    22.77
    
    
    
    48.89India and
AsiaPac IT Services
and Products
    
    
    19.02
    
    
    
    39.64
    
    
    
    79.56Consumer Care
and Lighting
    
    
    5.84
    
    
    
    9.02
    
    
    
    23.29Others
    
    
    4.49
    
    
    
    16.63
    
    
    
    13.15Reconciling
items
    
    
    14.34
    
    
    
    35.10
    
    
    
    20.45
   Year ended March 31,2005
    
    
    2006
    
    
    2007India
    
    Rs.
    19,349.64
    
    
    Rs.
    21,803.91
    
    
    Rs.
    30,650.06United States
    
    
    41,811.59
    
    
    
    53,481.07
    
    
    
    72,846.27Europe
    
    
    16,602.35
    
    
    
    24,310.22
    
    
    
    36,972.00Rest of the world
    
    
    3,588.92
    
    
    
    6,511.68
    
    
    
    8,963.00Rs.
    81,352.50
    
    
    Rs.
    106,106.88
    
    
    Rs.
    149,431.33
 30. Fair Value of Financial Instruments
  142




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##### Table of Contents



Item 19. Exhibits
 ExhibitNumber
    
    Description1.1
    
    Articles of Association of Wipro Limited, as amended (1)1.2
    
    Memorandum of Association of Wipro Limited, as amended (1)1.3
    
    Certificate of Incorporation of Wipro Limited, as amended (1)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 (1)4.2
    
    2000 Employee Stock Option Plan (1)4.3
    
    Wipro Equity Reward Trust (1)4.4
    
    2000 ADS Option Plan (3)4.5
    
    Wipro Employee ADS Restricted Stock Unit Plan 2004 (4)4.6
    
    Wipro Employee Restricted Stock Unit Plan 2004 (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 (6)11.1
    
    Code of Ethics for Principal and Finance Officers (2)12.1
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act12.2
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act13
    
    Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the
Sarbanes Oxley Act23.1
    
    Consent of Independent Registered Public Accounting Firm99.1
    
    Wipros Ombudsprocess (2)99.2
    
    Code of Business Conduct and Ethics99.3
    
    Amendment No.1 to the Charter For The Audit Committee Of The Board Of Directors
Of Wipro Limited filed as exhibit no. 99.3 of 20-F filed on June 13, 200599.4
    
    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) in the form declared effective September 26, 2000.(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. 143




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##### Table of Contents



SIGNATURES
   Bangalore, India
    
    /s/ Azim H. Premji
    
    /s/ Suresh C. SenapatyDate:
May 30, 2007
    
    Azim H. Premji,
Chairman and Managing Director
    
    Suresh C. Senapaty,
Executive Vice President, Finance
 144