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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
  o
    
    Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 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, 2009
 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
 
 Bangalore, Karnataka, India
 
 Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0055
 
 Suresh C Senapaty, Chief Financial Officer and Director
Phone: +91 80 28440055; Fax: +91 80 28440104
  
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of each classAmerican Depositary Shares, each represented by one Equity 
Share, par value Rs. 2 per share.
    
    Name of each exchange on which registeredNew York Stock Exchange
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
 None
  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 Not Applicable
  Equity Shares .
 þ o
 o þ
  þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  U.S. GAAP
    
    þ
    
    International
Financial ReportingStandards as issued by the International 
Accounting Standards Board
    
    
    
    Other
  o o
  o þ




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Currency of Presentation and Certain Defined Terms
    Forward-Looking Statements May Prove Inaccurate
   
    
    our strategy to finance our operations, including our planned construction and expansion;
    
    future marketing efforts, advertising campaigns, and promotional efforts;
    
    future growth and market share projections, including projections regarding developments
in technology and the effect of growth on our management and other resources;
    
    the effect of facility expansion on our fixed costs;
    
    our future expansion plans, including our intention to establish new development
facilities in Southeast Asia and Europe;
    
    our future acquisition strategy, including plans to acquire or make investments in
complementary businesses, technologies, services or products, or enter into strategic
partnerships with parties who can provide access to those assets;
    
    the future impact of our acquisition;
    
    our strategy and intentions regarding new product branding, including intentions to
introduce acquired personal care product brands to establish our presence in the markets for
personal care products in India;
    
    the future competitive landscape and the effects of different pricing strategies;
    
    the effect of current tax laws, including the branch profit tax;
    
    the effect of future tax laws on our business;
    
    the outcome of any legal proceeding, hearing, or dispute (including tax hearings) and the
resulting effects on our business;
    
    projections that the legal proceedings and claims that have arisen in the ordinary course
of our business will not have a material and adverse effect on the results of operations or
the financial position of the Company;
    
    expectations of future a dividend payout;
    
    projections that our cash and cash equivalent along with cash generated from operations
will be sufficient to meet certain of our obligations;
    
    our compensation strategy;
    
    projections regarding currency transactions, including the effect of exchange rates on the
Indian rupee and the U.S. dollar;
    
    the nature of our revenue streams, including the portion of our IT Services revenue
generated from a limited number of corporate clients;
    
    the effect of a strategically located network of software development centers, and whether
it will provide us with cost advantages;
    
    our ability to anticipate and develop new services and enhance existing services in order
to keep pace with rapid changes in technology;
    
    projections regarding future economic policy, legislation, foreign investment, currency
exchange and other policy matters that may affect our business;
    
    the nature and flexibility of our business model;
    
    expectations as to our future revenue, margins, expenses and capital requirements; and
    
    market risk in the section titled Quantitative and Qualitative Disclosure About
Market Risk under Item 11 of this Annual Report on Form 20-F.
   2




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##### 



TABLE OF CONTENTS
 Part I -
    
    
    4Item 1. Identity of Directors, Senior Management and Advisers
    
    
    4Item 2. Offer Statistics and Expected Timetable
    
    
    4Item 3. Key Information
    
    
    5Item 4. Information on the Company
    
    
    21Item 4A Unresolved Staff Comments
    
    
    39Item 5. Operating and Financial Review and Prospects
    
    
    39Item 6. Directors, Senior Management and Employees
    
    
    59Item 7. Major Shareholders and Related Party Transactions
    
    
    68Item 8. Financial Information
    
    
    69Item 9. The Offer and Listing
    
    
    69Item 10. Additional Information
    
    
    72Item 11. Quantitative and Qualitative Disclosure About Market Risk
    
    
    85Item 12. Description of Securities Other than Equity Securities
    
    
    87Part II -
    
    
    87Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    87Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    87Item 15. Controls and Procedures
    
    
    87Item 16 A. Audit Committee Financial Expert
    
    
    90Item 16 B. Code of Ethics
    
    
    90Item 16 C. Principal Accountant Fees and Services
    
    
    90Item 16 D. Exemptions from the Listing Standards for Audit Committees
    
    
    91Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    91Item 16 F. Changes in registrants Certifying Accountant
    
    
    91Item 16 G. Corporate Governance
    
    
    91Part III -
    
    
    91Item 17. Financial Statements
    
    
    91Item 18. Financial Statements
    
    
    92Item 19. Exhibits
    
    
    128EX-12.1EX-12.2EX-13EX-15.1
  3




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Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  4




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Item 3. Key Information
 Summary of Selected Consolidated Financial Data
  (In millions, except per equity share data)
 2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009Conveniencetranslation intoUS$Consolidated statements of income
data:Revenues:Services
    
    
    65,398
    
    
    
    86,610
    
    
    
    117,819
    
    
    
    146,170
    
    
    
    193,924
    
    
    
    3,812Products
    
    
    15,955
    
    
    
    19,287
    
    
    
    31,612
    
    
    
    51,258
    
    
    
    60,640
    
    
    
    1,192Total
    
    
    81,353
    
    
    
    106,107
    
    
    
    149,431
    
    
    
    197,428
    
    
    
    254,564
    
    
    
    5,004Cost of revenues:Services
    
    
    (41,473
    )
    
    
    (56,546
    )
    
    
    (76,488
    )
    
    
    (98,606
    )
    
    
    129,769
    
    
    
    2,551Products
    
    
    (12,655
    )
    
    
    (15,303
    )
    
    
    (25,980
    )
    
    
    (40,630
    )
    
    
    48,407
    
    
    
    952Total
    
    
    (54,128
    )
    
    
    (71,849
    )
    
    
    (102,468
    )
    
    
    (139,236
    )
    
    
    (178,176
    )
    
    
    3,503Gross profit
    
    
    27,225
    
    
    
    34,258
    
    
    
    46,963
    
    
    
    58,192
    
    
    
    76,388
    
    
    
    1,502Operating expenses:Selling and marketing expenses
    
    
    (5,466
    )
    
    
    (6,764
    )
    
    
    (9,173
    )
    
    
    (13,807
    )
    
    
    (17,762
    )
    
    
    (349
    )General and administrative
expenses
    
    
    (3,744
    )
    
    
    (5,239
    )
    
    
    (7,639
    )
    
    
    (10,820
    )
    
    
    (14,696
    )
    
    
    (289
    )Amortization of intangible assets
    
    
    (140
    )
    
    
    (64
    )
    
    
    (269
    )
    
    
    (616
    )
    
    
    (1,488
    )
    
    
    (29
    )Other operating income/ (expenses)
    
    
    (18
    )
    
    
    (138
    )
    
    
    24
    
    
    
    765
    
    
    
    (1,052
    )
    
    
    (21
    )Operating income
    
    
    17,857
    
    
    
    22,053
    
    
    
    29,906
    
    
    
    33,714
    
    
    
    41,390
    
    
    
    814Gain/ (loss) on sale of stock by
affiliates, including direct issue
of stock by affiliate
    
    
    (207
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other income/ (expense), (net)
    
    
    800
    
    
    
    1,196
    
    
    
    2,628
    
    
    
    2,167
    
    
    
    (1,816
    )
    
    
    (36
    )Equity in earnings / (losses) of
affiliates
    
    
    158
    
    
    
    288
    
    
    
    318
    
    
    
    257
    
    
    
    362
    
    
    
    7Income before income taxes,
minority interest and cumulative
effect of changes in accounting
policy
    
    
    18,608
    
    
    
    23,537
    
    
    
    32,852
    
    
    
    36,138
    
    
    
    39,936
    
    
    
    785Income taxes
    
    
    (2,694
    )
    
    
    (3,265
    )
    
    
    (3,723
    )
    
    
    (3,873
    )
    
    
    (5,422
    )
    
    
    (107
    )Minority interest
    
    
    (81
    )
    
    
    (1
    )
    
    
    
    
    
    
    (24
    )
    
    
    (99
    )
    
    
    (2
    )Income before cumulative effect of
change in accounting principle
    
    
    15,833
    
    
    
    20,271
    
    
    
    29,129
    
    
    
    32,241
    
    
    
    34,415
    
    
    
    677Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    Rs.
    15,833
    
    
    Rs.
    20,271
    
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    Rs.
    34,415
    
    
    $
    677Earnings per share:BasicIncome before cumulative effect
of change in accounting
principle
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.42
    
    
    
    22.23
    
    
    
    23.67
    
    
    
    0.47Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.45
    
    
    
    22.23
    
    
    
    23.67
    
    
    
    0.47DilutedIncome before cumulative effect
of change in accounting
principle
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.17
    
    
    
    22.16
    
    
    
    23.63
    
    
    
    0.46Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.20
    
    
    
    22.16
    
    
    
    23.63
    
    
    
    0.46Cash dividend per equity share
    
    
    4.84
    
    
    
    2.50
    
    
    
    10.00
    
    
    
    3.00
    
    
    
    4.00
 5




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2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009Conveniencetranslation intoUS$Additional data:Revenue by segmentIT Services
    
    Rs.
    65,398
    
    
    Rs.
    86,610
    
    
    Rs.
    117,640
    
    
    Rs.
    146,260
    
    
    Rs.
    191,193
    
    
    $
    3,758IT Products
    
    
    8,686
    
    
    
    10,378
    
    
    
    16,965
    
    
    
    24,619
    
    
    
    33,424
    
    
    
    657Consumer Care and Lighting
    
    
    4,555
    
    
    
    5,625
    
    
    
    7,563
    
    
    
    14,619
    
    
    
    19,243
    
    
    
    378Others
    
    
    2,674
    
    
    
    3,285
    
    
    
    7,066
    
    
    
    12,055
    
    
    
    8,958
    
    
    
    176Reconciling items
    
    
    40
    
    
    
    209
    
    
    
    197
    
    
    
    (125
    )
    
    
    1,746
    
    
    
    34Total
    
    Rs.
    81,353
    
    
    Rs.
    106,107
    
    
    Rs.
    149,431
    
    
    Rs.
    197,428
    
    
    Rs.
    254,564
    
    
    $
    5,004Operating income by segmentIT Services
    
    Rs.
    16,363
    
    
    Rs.
    20,238
    
    
    Rs.
    27,927
    
    
    Rs.
    30,488
    
    
    Rs.
    38,810
    
    
    $
    763IT Products
    
    
    432
    
    
    
    575
    
    
    
    639
    
    
    
    869
    
    
    
    1,218
    
    
    
    24Consumer Care and Lighting
    
    
    671
    
    
    
    799
    
    
    
    1,067
    
    
    
    1,842
    
    
    
    2,294
    
    
    
    45Others
    
    
    466
    
    
    
    487
    
    
    
    384
    
    
    
    878
    
    
    
    (326
    )
    
    
    (6
    )Reconciling items
    
    
    (75
    )
    
    
    (46
    )
    
    
    (111
    )
    
    
    (363
    )
    
    
    (606
    )
    
    
    (12
    )Total
    
    Rs.
    17,857
    
    
    Rs.
    22,053
    
    
    Rs.
    29,906
    
    
    Rs.
    33,714
    
    
    Rs.
    41,390
    
    
    $
    814Consolidated Balance Sheet Data:Cash and cash equivalents
    
    Rs.
    5,671
    
    
    Rs.
    8,858
    
    
    Rs.
    12,412
    
    
    Rs.
    39,270
    
    
    Rs.
    49,117
    
    
    $
    966Restricted cash
    
    
    
    
    
    
    
    
    
    
    7,238
    
    
    
    
    
    
    
    
    
    
    
    Short-term Investments
    
    
    22,958
    
    
    
    30,315
    
    
    
    32,410
    
    
    
    14,808
    
    
    
    16,180
    
    
    
    318Working capital (1)
    
    
    36,449
    
    
    
    50,691
    
    
    
    57,444
    
    
    
    53,643
    
    
    
    52,154
    
    
    
    1,025Total assets
    
    
    72,075
    
    
    
    102,827
    
    
    
    146,084
    
    
    
    224,502
    
    
    
    291,087
    
    
    
    5,722Total debt (excluding capital lease
obligation)
    
    
    564
    
    
    
    705
    
    
    
    3,757
    
    
    
    43,732
    
    
    
    55,388
    
    
    
    1,089Total stockholders equity
    
    
    56,729
    
    
    
    78,764
    
    
    
    101,468
    
    
    
    129,354
    
    
    
    150,182
    
    
    
    2,952
 Notes:1.
    
    Working capital equals current assets minus current liabilities. 6




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Exchange Rates
   Fiscal Year Ended March 31,
    
    Period End
    
    Average
    
    High
    
    Low2009
    
    Rs.  50.87
    
    
    Rs.  46.32
    
    
    Rs.  51.96
    
    
    Rs.  39.732008
    
    
    40.02
    
    
    
    40.13
    
    
    
    43.05
    
    
    
    38.482007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.782006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052005
    
    
    43.62
    
    
    
    44.87
    
    
    
    46.45
    
    
    
    43.27
   Month
    
    High
    
    LowApril 2009
    
    
    50.48
    
    
    
    49.55March 2009
    
    
    51.96
    
    
    
    50.21February 2009
    
    
    50.88
    
    
    
    48.37January 2009
    
    
    49.07
    
    
    
    48.25December 2008
    
    
    50.05
    
    
    
    46.74November 2008
    
    
    50.12
    
    
    
    47.25
 Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  7




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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 and ITES services could adversely affect our cost
advantages, and, as a result, decrease our revenues.
  We may face difficulties in providing end-to-end business solutions for our clients that could
cause clients to discontinue their work with us, which in turn could harm our business.
    9




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Our success depends in large part upon the ability of our management team and other highly
skilled professionals. If we fail to retain and attract these personnel, our business may be unable
to grow and our revenue could decline, which may decrease the value of our shareholders
investment.
   Currency exchange rate fluctuations in various currencies in which we do business, could
negatively impact our revenue and operating results.
   Our revenues are highly dependent on clients primarily located in the United States and
Europe, as well as on clients concentrated in certain industries, and economic slowdowns or factors
that affect the economic health of the United States, Europe or these industries may affect our
business.
    10




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Our IT Services revenue depends to a large extent on a small number of clients, and our
revenue could decline if we lose a major client.
   Restrictions on immigration in the U.S. may affect our ability to compete for and provide
services to clients in the United States, which could hamper our growth and cause our revenue to
decline.
       Our global operations expose us to numerous and sometimes conflicting legal and regulatory
requirements, and violation of these regulations could harm our business
  11




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Legislation in certain countries, in which we operate, including the United States may
restrict companies in those countries from outsourcing work to us.
     We focus on high-growth industries, such as networking and communications. Any decrease in
demand for technology in such industries may significantly decrease the demand for our services,
which may impair our growth and cause our revenue to decline.
  Our failure to complete fixed-price, fixed-timeframe contracts on budget and on time may
negatively affect our profitability, which could decrease the value of our shareholders
investment.
  Disruptions in telecommunications could harm our service model, which could result in a
reduction of our revenue.
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We may be liable to our clients for damages caused by disclosure of confidential information
or system failures.
  Disclosure about our vendor status with World Bank could adversely affect our business and
results of operations
  We are investing substantial cash assets in new facilities and physical infrastructures and
our profitability could be reduced if our business does not grow proportionately.
  Our international operations subject us to risks inherent in doing business on an
international level that could harm our operating results.
  Our business will suffer if we fail to anticipate and develop new services and enhance
existing services in order to keep pace with rapid changes in technology and the industries on
which we focus.
  13




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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.
  Some of our long-term client contracts contain benchmarking provisions which, if triggered
could result in lower contractual revenues and profitability in the future.
  We may be liable to our clients for damages caused by system failures, which could damage our
reputation and cause us to lose customers.
  Customers may subject us to litigation to seek damages for deficient services or for violating
intellectual property rights
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Compliance with new and changing corporate governance and public disclosure requirements adds
uncertainty to our compliance policies and increases our costs of compliance.
    If we are unable to collect our receivables from or invoice our unbilled services to our
clients, our results of operations and cash flows could be adversely affected.
  If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
  15




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Our profitability could suffer if we are not able to maintain favorable utilization rates.
  
    
    our ability to transition employees from completed projects to new assignments and
to hire and assimilate new employees,
    
    our ability to forecast demand for our services and thereby maintain an appropriate
headcount in each of our geographies and workforces,
    
    our ability to manage attrition; and
    
    our need to devote time and resources to training, professional development and
other non-chargeable activities.
 We are exposed to fluctuations in the market values of our investment portfolio.
  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
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In the event that the Government of India or the government of another country changes its tax
policies in a manner that is adverse to us, our tax expense may materially increase, reducing our
profitability.
   We operate in jurisdictions that impose transfer pricing and other tax-related regulations on
us, and any failure to comply could materially and adversely affect our profitability.
  Terrorist attacks or a war could adversely affect our business, results of operations and
financial condition.
  17




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##### Table of Contents



The markets in which we operate are subject to the risk of earthquakes, floods and other
natural disasters.
  Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
  Political considerations in the Indian Government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India in general, which could in return impact
our financial results and prospects.
   Indian law limits our ability to raise capital outside India and may limit the ability of
others to acquire us, which could prevent us from operating our business or entering into a
transaction that is in the best interests of our shareholders.
  Our ability to acquire companies organized outside India depends on the approval of the
Government of India. Our failure to obtain approval from the Government of India for acquisition of
companies organized outside India may restrict our international growth, which could negatively
affect our revenue.
 18




---



##### Table of Contents




    
    if the transaction consideration is paid in cash, up to 400% of the networth of the
acquiring Company;
    
    Acquisition is funded with cash from the acquiring companys existing foreign
currency accounts or with cash proceeds from the issue of ADRs/GDRs; or
    
    if the transaction consideration is paid in stock (i.e., by issue of ADRs/GDRs), up
to ten times the acquiring companys previous fiscal years export earnings.
  It may be difficult for you to enforce any judgment obtained in the United States against us,
the selling shareholders or our affiliates.
   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.
   19




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##### Table of Contents



Risks Related to the ADSs
 Sales of our equity shares may adversely affect the prices of our equity shares and the
ADSs.
  An active or liquid trading market for our ADSs is not assured.
  Indian law imposes foreign investment restrictions that limit a holders ability to convert
equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market
price of our equity shares.
   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.
  20




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##### Table of Contents



Item 4. Information on the Company
 History and Development of the Company
    Industry Overview
 IT Services
   Increasing Trend Towards Offshore Technology Services.
   
    
    India based sourcing offers significant cost advantages in terms of accessing highly
skilled talent at lower wage costs and productivity gains that can be derived from
having a very competent employee base. According to NASSCOMs Strategic Review Report
2009, 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.
 21




---



##### Table of Contents




    
    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 2009, India based centers
(both Indian firms as well as MNC owned captives) have earned more quality
certifications than any other country,  over 498 India based
centers (both Indian firms as well as MNC owned captives) had acquired quality
certifications with 85 companies certified 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 2009, the
Indian IT industry employed nearly 2,230,000 software professionals as of 2008-09,
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
over 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.
    IT Products
   Consumer Care and Lighting
   22




---



##### Table of Contents



Business Overview
    Our overall business strategy
 Aggressively build awareness of the Wipro brand name
  Pursue selective acquisition of IT companies
  Sustain growth in operating income and cash flow of our traditional businesses
  Continue development of our deep industry knowledge
  23




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##### Table of Contents



Innovate
new service models
  Segment overview
 IT Services
   Our strategy
 Significantly expand our IT Services business
  
    
    Identify and develop service offerings in emerging growth areas as separate business
opportunities. Currently we are focusing on areas such as business intelligence
services, package implementation, niche consulting, data warehousing and network
storage;
    
    Increase our share of the total IT spending by our large customers through focused
account management and more effective selling of all service lines to our existing
customers;
    
    Develop industry specific point solutions and use them as entry strategies by
demonstrating industry knowledge and understanding of customer businesses and the
benefits of outsourcing;
    
    Offer new pricing models, sharing the risks and rewards of the impact of IT
solutions on business, productivity improvements and timeliness of delivery;
    
    Use efficient global sourcing models to source IT services from various geographies
and develop methodologies to develop and integrate solutions from around the globe;
    
    Leverage our experience in providing IT infrastructure management services in the
Indian market and data center capabilities of Infocrossing Inc. to expand our
technology infrastructure support services;
    
    Grow our research and development services by focusing on high growth markets such
as telecommunications, mobile communications and the Internet, and high growth
technologies such as embedded software;
    
    Expand our market presence by providing enterprise application integration and
system integration services;
    
    Expand our service line by investing in eBusiness solutions around information
security, business intelligence and information system, service oriented architecture
and web based applications; and
    
    Expand our business consulting services and position consulting services as
strategic differentiator over other competing entities.
 24




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##### Table of Contents



Increase the number of clients and penetration with such clients of our IT Services business
  Service offering
  Enterprise Solutions Offerings
    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, we were engaged by a gaming company to develop one of the worlds first
physics processing solutions targeted at PC-based games market. We were involved in
physics ASIC designing, deployment and functional validation of the hardware,
prototype. We facilitate manufacture, test and delivery in compliance with global
certification standards. This enabled our client to focus on developing user market
while we focused on delivering the solution in accordance with the overall business
strategy.
    
    Re-engineering and maintenance.We study a clients business processes and existing
systems and convert or redevelop them to improve efficiency and reduce costs. For
example, we were engaged by a utility company in U.K. for streamlining and reducing
manual components in the business process of providing gas connections to customers. We
reviewed the entire process of planning, scheduling and the final execution of the
requests of customers. Through our BPA/I expertise and our standard methodologies (six
sigma / lean analysis, process modeling simulation), we were able to achieve
significant reduction in delivery costs, reduce handoffs and provide visibility on
bottlenecks and resource utilization.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.
 Enterprise business integration (EBI) services.
  25




---



##### Table of Contents



Business technology services.
 Business intelligence and data warehousing.
 Package implementation.
 Consulting.
  Testing Services.
 Research and Development Services
    Engineering Design Services.
 Hardware design and development.
 Product Strategy & Architecture (PSA) .
 26




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##### Table of Contents



Multimedia.
 Telecommunications and service providers.
 Semiconductor IP.
 Technology Infrastructure Support Services
    Business Process Outsourcing (BPO) Services
   
    
    customer interaction services, such as IT-enabled customer services, marketing
services, technical support services and IT helpdesks;
    
    finance and accounting services, such as accounts payable and accounts receivable
processing;
    
    process improvement services that provide benefits of scale for repetitive
processes like claims processing, mortgage processing and document management; and
    
    knowledge process outsourcing services which involve high-end knowledge work
on intellectual property, equity and finance, analytics, market research and data
management.
   27




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##### Table of Contents



Our Global Delivery Model
  The Offshore Development Center.
 The Nearshore Development Center.
 Our Clients
  Number of clients inYear ended
    
    Year ended
    
    Year endedMarch 31,
    
    March 31,
    
    March 31,Per client revenue($)
    
    2007
    
    2008
    
    20091-3 million
    
    
    119
    
    
    
    169
    
    
    
    2073-5 million
    
    
    36
    
    
    
    64
    
    
    
    67>5 million
    
    
    100
    
    
    
    129
    
    
    
    153Total >1 million
    
    
    255
    
    
    
    362
    
    
    
    427
  Sales and Marketing
  
    
    by the vertical market segment of our clients business;
 28




---



##### Table of Contents




    
    by the geographic region in which our client is located; and
    
    by the specific practice specialization or skill set that our 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.
  IT Products
  Our Strategy
  
    
    Positioning  build enhanced solution capabilities to position ourselves as
a Valued Added System Integrator;
    
    Geo expansion  we are expanding our market address into
newer geographies;
    
    Product-line expansion
 o
    
    new form factors and functionalities to address a broader spectrum of users branded under e.GOo
    
    high-end Itanium servers and modular storage
 29




---



##### Table of Contents




    
    New Alliances  partner with emerging technology providers to improve market address
and develop new streams of revenue.
 Products
  Wipro Manufactured Products
 Enterprise Platform.
 Networking Solutions.
 Software
Products
 Data Storage.
 Contact Centre Infrastructure.
 Enterprise Information Security
 Emerging Technologies
 Our Clients
  Sales and Marketing
   
    
    by customer segment  Mega, Enterprise and Mid-market;
    
    by geography  region in which our client is located; and
    
    by specific practice  specialization or skill set that our client requires.
  Competition
  30




---



##### Table of Contents




    
    commoditization of manufactured products business; and
    
    higher focus on Indian markets by all leading IT companies
  Consumer Care and Lighting
   Products
 Personal care products.
 Soaps and toiletries
 Lighting
 Office Modular Furniture
 Sales and Marketing
    Competition
  31




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##### Table of Contents



Raw Materials and Manufacturing
     Others
   
    
    strengthening relationship with global original equipment manufacturers (OEMs) who
are likely to seek stable suppliers like Wipro in the current economic environment; and
    
    diversification into newer segments organically and/or inorganically.
    Raw Materials and Manufacturing
   Investment in Affiliates
  32




---



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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
  33




---



##### Table of Contents



Broad range of research and development services
  Global delivery model
  
    
    a time difference between the client site and the ODC which allows a 24-hour work
schedule for specific projects;
    
    the ability to quickly increase the scale of development operations;
    
    increased access to our large pool of highly skilled IT professionals located in
India; and
    
    physical and operational separation from all other client projects, providing
enhanced security for a clients intellectual property.
 Established track record with premier international customer base
   
    
    the type of clients we target are likely to maintain or increase their IT
outsourcing budgets;
    
    our ODCs support critical IT applications of our large clients, so the clients are
therefore likely to provide a high level of repeat business; and
    
    our IT professionals are consistently exposed to the latest technologies that we are
then able to leverage to procure business from other clients.
 Ability to access, attract and retain skilled IT professionals
  34




---



##### Table of Contents



Robust systems and processes to support growth in business
  Broad distribution network and strong sales force in India
  Strong brand recognition in the Indian market
  Markets and Sales Revenue
  (In millions)
 Year ended March 31,2007
    
    
    2008
    
    
    2009India
    
    Rs.
    30,650
    
    
    Rs.
    46,891
    
    
    Rs.
    52,908United States
    
    
    72,846
    
    
    
    87,552
    
    
    
    116,281Europe
    
    
    36,972
    
    
    
    48,259
    
    
    
    57,109Rest of the world
    
    
    8,963
    
    
    
    14,726
    
    
    
    28,266Rs.
    149,431
    
    
    Rs.
    197,428
    
    
    Rs.
    254,564
 Intellectual Property
    35




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Effect of Government Regulation on our Business
    Organizational Structure
  Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationWipro Inc.
    
    
    
    
    
    
    
    
    

    U.S.Wipro Gallagher Solutions Inc
    
    
    
    
    
    U.S.Enthink Inc.
    
    
    
    
    
    U.S.Infocrossing Inc.
    
    
    
    
    

    U.S.Infocrossing. LLC,
    
    U.S.cMango Pte Limited
    
    
    
    
    
    
    
    
    
    SingaporeWipro Japan KK
    
    
    
    
    
    
    
    
    
    JapanWipro Shanghai Limited
    
    
    
    
    
    
    
    
    
    ChinaWipro Trademarks Holding Limited
    
    
    
    
    
    
    
    
    
    IndiaCygnus Negri Investments
    
    
    
    
    
    IndiaPrivate LimitedWipro Travel Services Limited
    
    
    
    
    
    
    
    
    
    IndiaWipro Consumer Care Limited
    
    
    
    
    
    
    
    
    
    IndiaWipro Holdings (Mauritius) Limited
    
    
    
    
    
    
    
    
    
    MauritiusWipro Holdings UK Limited
    
    
    
    
    
    U.K.Wipro Technologies UK LimitedBVPENTE
    
    U.K.Austria
 36




---



##### Table of Contents



Country ofDirect Subsidiaries
    
    Step Subsidiaries
    
    IncorporationBeteiligungsverwaltungGmbH(A)3D Networks FZ-LLC
    
    Dubai3D Networks (UK) Limited
    

    U.K.Wipro Cyprus Private Limited
    
    
    
    
    
    
    
    
    
    CyprusWipro Technologies S.A DE C. V
    
    
    
    
    
    MexicoWipro BPO Philippines LTD Inc
    
    
    
    
    
    PhilippinesWipro Holdings Hungary
    
    
    
    
    
    HungaryKorlátolt FelelõsségûTársaságWipro Technologies Argentina
    
    
    
    
    
    ArgentinaSAWipro Information Technology
    
    
    
    
    
    EgyptEgypt SAEWipro Arabia Limited
    
    
    
    
    
    DubaiWipro Poland Sp Zoo
    
    
    
    
    
    PolandWipro Information Technology
    
    
    
    
    
    NetherlandNetherlands BV(formerly RetailBox BV)Enabler Informatica SA(A)
    
    PortugalWipro Technologies Limited, Russia
    
    RussiaWipro Technologies Oy
    
    
    
    
    
    Finland(formerly Saraware Oy)Wipro Infrastructure
    
    
    
    
    
    SwedenEngineering ABWipro Infrastructure Engineering  Oy
    
    FinlandHydrauto Celka San ve Tic
    
    TurkeyWipro Technologies SRL
    
    
    
    
    
    RomaniaWipro Singapore Pte Limited
    
    
    
    
    
    SingaporeUnza Holdings Limited (A)
    
    SingaporeWipro Technocentre (Singapore) Pte
    
    SingaporeLimitedWipro (Thailand) Co Limited
    
    ThailandWipro Australia Pty Limited
    
    
    
    
    
    
    
    
    
    AustraliaWipro Networks Pte Limited
    
    
    
    
    
    
    
    
    
    Singapore(formerly 3D Networks Pte
Limited)Planet PSG Pte Limited
    
    
    
    
    
    
    
    
    
    SingaporePlanet PSG SDN BHD
    
    
    
    
    
    MalaysiaWipro Chengdu Limited
    
    
    
    
    
    
    
    
    
    ChinaWipro Chandrika Limited
    
    
    
    
    
    
    
    
    
    IndiaWMNETSERV Limited
    
    
    
    
    
    
    
    
    
    CyprusWMNETSERV (U.K.) Limited.
    
    
    
    
    
U.K.WMNETSERV INC
    
    
    
    
    
U.S.Wipro Technology Services Limited
    
    
    
    
    
    
    
    
    
    India
    (A)
    
    Step Subsidiary details of Unza Holdings Limited, BVPENTE Beteiligungsverwaltung
GmbH and Enabler Informatica SA are as follows :
 Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationUnza Company Pte
Limited
    
    
    
    
    
    SingaporeUnza Indochina Pte
Limited
    
    
    
    
    
    SingaporeUnza Vietnam Co., Limited
    
    
    
    VietnamUnza Cathay Limited
    
    
    
    
    
    Hong KongUnza China Limited
    
    
    
    
    
    Hong Kong
 37




---



##### Table of Contents



Country ofStep Subsidiaries
    
    Step Subsidiaries
    
    IncorporationDongguan Unza Consumer Products
Limited.
    
    
    
    ChinaPT Unza Vitalis
    
    
    
    
    
    IndonesiaUnza Thailand Limited
    
    
    
    
    
    ThailandUnza Overseas Limited
    
    
    
    
    
    British virgin islandsUnza Africa Limited
    
    
    
    
    
    NigeriaUnza Middle East Limited
    
    
    
    
    
    British virgin islandsUnza International
Limited
    
    
    
    
    
    British virgin islandsPositive Equity Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Nusantara Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Holdings Sdn Bhd
    
    
    
    MalaysiaUnza Malaysia Sdn Bhd
    
    
    
    MalaysiaUAA (M) Sdn Bhd
    
    MalaysiaManufacturing Services Sdn Bhd
    
    
    
    MalaysiaShubido Pacific Sdn
Bhd(a)
    
    MalaysiaGervas Corporation Sdn Bhd
    
    
    
    MalaysiaGervas (B) Sdn Bhd
    
    MalaysiaFormapac Sdn Bhd
    
    
    
    MalaysiaBVPENTE
Beteiligungsverwaltung
GmbH
    
    
    
    
    
    AustriaNew Logic Technologies GmbH
    
    
    
    AustriaNew Logic Technologies SARL
    
    
    
    FranceEnabler Informatica SAEnabler France SAS
    
    
    
    FranceEnabler UK Limited
    
    
    
    U.K.Wipro do Brasil Technologia Ltda
    
    
    
    BrazilWipro Technologies Gmbh
(formerly Enabler & Retail
Consult GmbH
    
    
    
    Germany
 
 a)
    
    All the above subsidiaries are 100% held by the Company except Shubido Pacific Sdn Bhd in which
the Company holds 62.55% of the equity securities. Property, Plant and Equipment
     38




---



##### Table of Contents



Material Plans to Construct, Expand and Improve Facilities
  Legal Proceedings
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
   Managements Discussion and Analysis of Financial Condition and Results of Operations
    Overview
     39




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##### Table of Contents



Wipro Limited and subsidiariesYears ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    Year on Year change(in millions except earnings per share data)
    
    
    2009-08

    
    2008-07Revenue
    
    Rs.
    254,564
    
    
    Rs.
    197,428
    
    
    Rs.
    149,431
    
    
    
    29
    %
    
    
    32
    %Cost of revenue
    
    
    (178,176
    )
    
    
    (139,236
    )
    
    
    (102,468
    )
    
    
    28
    %
    
    
    36
    %Gross profit
    
    
    76,388
    
    
    
    58,192
    
    
    
    46,963
    
    
    
    31
    %
    
    
    24
    %Selling and marketing
expenses
    
    
    (17,762
    )
    
    
    (13,807
    )
    
    
    (9,173
    )
    
    
    29
    %
    
    
    51
    %General and administrative expenses
    
    
    (14,696
    )
    
    
    (10,820
    )
    
    
    (7,639
    )
    
    
    36
    %
    
    
    42
    %Operating income
    
    
    41,390
    
    
    
    33,714
    
    
    
    29,906
    
    
    
    23
    %
    
    
    13
    %Net income
    
    
    34,415
    
    
    
    32,241
    
    
    
    29,168
    
    
    
    7
    %(1)
    
    
    11
    %(1)As a Percentage of Revenue:Selling and marketing expenses
    
    
    6.98
    %
    
    
    6.99
    %
    
    
    6.14
    %
    
    1
    bps
    
    (85
    ) bpsGeneral and administrative expenses
    
    
    5.77
    %
    
    
    5.48
    %
    
    
    5.11
    %
    
    (29
    ) bps
    
    (37
    ) bpsGross margins
    
    
    30.01
    %
    
    
    29.48
    %
    
    
    31.43
    %
    
    53
    bps
    
    (195) bpsOperating Margin
    
    
    16.26
    %
    
    
    17.08
    %
    
    
    20.01
    %
    
    (82
    ) bps
    
    (293
    ) bpsEarnings per shareBasic
    
    
    23.67
    
    
    
    22.23
    
    
    
    20.45Diluted
    
    
    23.63
    
    
    
    22.16
    
    
    
    20.20
  (1)
    
    Our adjusted non-GAAP net income for the year ended March 31, 2009, 2008, 2007 is
Rs. 37,656, Rs. 32,322 and Rs. 29,168, respectively, a growth of 17% and 11% over the year
ended March 31, 2008 and 2007, respectively. See discussion below.
  Year ended March 31,2009
    
    2008
    
    2007(In Percentage)Revenue:IT Services and ProductsIT Services
    
    
    75
    
    
    
    74
    
    
    
    79IT Products
    
    
    13
    
    
    
    13
    
    
    
    11Total
    
    
    88
    
    
    
    87
    
    
    
    90Consumer Care and Lighting
    
    
    8
    
    
    
    7
    
    
    
    5Others
    
    
    4
    
    
    
    6
    
    
    
    5100
    
    
    
    100
    
    
    
    100Operating Income:IT Services and ProductsIT Services
    
    
    94
    
    
    
    90
    
    
    
    94IT Products
    
    
    3
    
    
    
    3
    
    
    
    2Total
    
    
    97
    
    
    
    93
    
    
    
    96Consumer Care and Lighting
    
    
    5
    
    
    
    5
    
    
    
    3Others
    
    
    (2
    )
    
    
    2
    
    
    
    1100
    
    
    
    100
    
    
    
    100
  40




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##### Table of Contents



Year ended March 31,2009
    
    
    2008
    
    
    2007Net income as per GAAP
    
    Rs.
    34,415
    
    
    Rs.
    32,241
    
    
    Rs.
    29,168Adjustments:Translation loss on a foreign
currency loan and changes in
fair value of cross-currency
interest rate swap
    
    
    3,044
    
    
    
    
    
    
    
    Stock-related fringe benefit tax
expense paid in India
(1)
    
    
    197
    
    
    
    81
    
    
    
    Adjusted Non-GAAP net income
    
    Rs.
    37,656
    
    
    Rs.
    32,322
    
    
    Rs.
    29,168
 
 (1)
    
    Relates to stock options granted prior to April 1, 2007, where application of
GAAP results in a permanent mismatch between the fringe benefit tax expense recorded
through the income statement and the related recovery of the fringe benefit tax from
the employees by modifying the grants outstanding as of April 1, 2007, which is
recorded through equity.    Analysis of years ended March 31, 2009 and 2008
 §
    
    Our total revenues increased by 29%. This was driven primarily by a 31%, 36% and 32%
increase in revenue from our IT Services, IT Products and Consumer Care and Lighting
business segments respectively. This increased revenue was partially offset by a
decline of 10% in revenue from our Others, including reconciling items segment.§
    
    Our gross profit as percentage of our total revenue increased by 53 basis points
(bps). This was primarily on account of an increase in gross profit as a percentage of
revenue from our Consumer Care and Lighting business segment by 333 bps and increase in
gross profit as a percentage of revenue from our IT Services segment by 29 bps. This
increase was partially offset by a decline in gross profit as a percentage of revenue
from our IT Products segment by 77 bps and a decline in gross profit as a percentage of
revenue from our Others segment, including reconciling items, by 51 bps.§
    
    Our selling and marketing expenses as a percentage of revenue has almost remained
constant for the year ended March 31, 2009 and 2008, respectively. In absolute terms
selling and marketing expenses have increased by 29%, primarily due to an increase in
the IT Services segment.
 41




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##### Table of Contents



§
    
    Our general and administrative expenses as a percentage of revenue has increased
from 5.48% for the year ended March 31, 2008 to 5.77% for the year ended March 31,
2009. In absolute terms the general and administrative expenses have increased by 36%,
primarily due to an increase in the IT Services segment.§
    
    The increase of Rs. 872 in the amortization of intangible assets was primarily due
to an increase in the amortization of intangibles of our IT Services segment by Rs. 620
and an increase in the amortization of intangibles of our Consumer Care and Lighting
segment by Rs. 254. This increase is primarily attributable to the amortization of
determinable life intangibles of Infocrossing and Unza which were acquired in fiscal
2008.§
    
    As a result of the foregoing factors, our operating income increased by 23% from Rs.
33,714 for the year ended March 31, 2008 to Rs. 41,390 for the year ended March 31,
2009.§
    
    Our Other income, net, decreased from Rs. 2,167 for the year ended March 31, 2008 to
Rs. (1,816) for the year ended March 31, 2009. This decrease is primarily on account of
an increase in foreign exchange loss attributable to restatement of debt denominated in
foreign currency and change in the fair value of cross-currency interest rate swaps of
Rs. 3,973. Excluding this impact, other income decreased from Rs. 2,167 for the year
ended March 31, 2008 to Rs. 2,157 for the year ended March 31, 2009.§
    
    Our income taxes increased by Rs. 1,549, from Rs. 3,873 for the year ended March 31,
2008 to Rs. 5,422 for the year ended March 31, 2009. Our effective tax rate increased
from 10.7% for the year ended March 31, 2008 to 13.6% for the year ended March 31,
2009. This increase is primarily due to expiry of tax holiday period in respect of
certain units and increase in the proportion of income subject to taxation in foreign
jurisdictions. The translation loss on foreign currency loan and change in fair value
of cross-currency interest rate swap is not deductable for tax purposes. Adjusted for
the impact of translation loss on a foreign currency loan and changes in fair value of
cross-currency interest rate swap and tax write-backs, our effective
tax rate was 13.5%
for the year ended March 31, 2009 as compared to 12.2% for the year ended March 31,
2008.§
    
    Our equity in earnings of affiliates for the year ended March 31, 2008 and 2009 was
Rs. 257 and Rs. 362 respectively. Equity in earnings of affiliates primarily relates to
the equity in earnings of Wipro GE.§
    
    As a result of the foregoing factors, our net income increased by Rs. 2,174 or 7%,
from Rs. 32,241 for the year ended March 31, 2008 to Rs. 34,415 for the year ended
March 31, 2009.
 Analysis of years ended March 31, 2008 and 2007
 §
    
    Our total revenues increased by 32%. This increase was driven primarily by an
increase of 24%, 45% and 93% in revenues from our IT Services, IT Products and Consumer
Care and Lighting business segments respectively.§
    
    Our gross profit as a percentage of our total revenue declined by 195 bps. This was
primarily on account of a decline in gross profit as a percentage of revenue from our
IT Services segment by 226 bps. This was partially offset by an increase in gross
profit as a percentage of revenue from our IT Products segment by 82 bps and an
increase in gross profit as a percentage of revenue from our Consumer Care and Lighting
segment by 548 bps.§
    
    Our selling and marketing expenses as a percentage of revenue has increased from
6.14% for the year ended March 31, 2007 to 6.99% for the year ended March 31, 2008. In
absolute terms selling and marketing expense have increased by 51%, primarily due to
increase in the IT Services and Consumer Care and Lighting segments.§
    
    Our general and administrative expenses as a percentage of revenue has increased
from 5.11% for the year ended March 31, 2007 to 5.48% for the year ended March 31,
2008.In absolute terms general and administrative expenses have increased by 42%,
primarily due to increase in the IT Services and Consumer Care and Lighting segments.§
    
    As a result of the foregoing factors, our operating income increased by 13% from Rs.
29,906 for the year ended March 31, 2007 to Rs. 33,714 for the year ended March 31,
2008.§
    
    Our other income, net, decreased from Rs. 2,628 for the year ended March 31, 2007 to
Rs. 2,167 for the year ended March 31, 2008. The decrease is primarily on account of an
increase in foreign exchange loss attributable to restatement of debt denominated in
foreign currency of Rs. 457. Further, interest expense increased by Rs. 803 on account
of the increase in average outstanding debt during the year ended March 31,
2008. This was partially offset by an increase in income from investments in liquid and
short-term instruments by Rs. 222.
 42




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##### Table of Contents



§
    
    Our income taxes increased by Rs. 150 from Rs. 3,723 for the year ended March 31,
2007 to Rs. 3,873 for the year ended March 31, 2008. Our effective tax rate decreased
from 11.3% for the year ended March 31, 2007 to 10.7% for the year ended March 31,
2008. Adjusted for tax write-backs our effective tax rate declined from 13.5% for the
year ended March 31, 2007 to 12.2% for the year ended March 31, 2008. This decline was
primarily due to decrease in proportion of income subject to taxation in foreign
jurisdictions.§
    
    Our equity in earnings of affiliates for the year ended March 31, 2007 and 2008 was
Rs. 318 and Rs. 257, respectively. Equity in earnings of affiliates of Rs. 318 for the
year ended March 31, 2007 comprises equity in earnings of Wipro GE of Rs. 302, net gain
on sale of a portion of the interest in WeP Peripherals of Rs. 40 and equity in loss of
WM Net Serv of Rs. 24. Equity in earnings of affiliates of Rs. 257 for the year ended
March 31, 2008 comprises equity in earnings of Wipro GE.§
    
    As a result of the foregoing factors, our net income increased by Rs. 3,072 or 11%
from Rs. 29,169 for the year ended March 31, 2007 to Rs. 32,241 for the year ended
March 31, 2008.
 Segment Analysis
 IT Services
   Year ended March 31,
    
    Year on Year change2009
    
    2008
    
    2007
    
    2009-08
    
    2008-07(in millions)Revenue
    
    Rs.
    191,193
    
    
    Rs.
    146,260
    
    
    Rs.
    117,640
    
    
    
    31
    %
    
    
    24
    %Gross profit
    
    
    63,104
    
    
    
    47,853
    
    
    
    41,152
    
    
    
    32
    %
    
    
    16
    %Selling and marketing expenses
    
    
    (11,270
    )
    
    
    (9,013
    )
    
    
    (6,587
    )
    
    
    25
    %
    
    
    37
    %General and administrative expenses
    
    
    (12,234
    )
    
    
    (8,312
    )
    
    
    (6,487
    )
    
    
    47
    %
    
    
    28
    %Amortization of intangibles
    
    
    (1,061
    )
    
    
    (441
    )
    
    
    (244
    )
    
    
    141
    %
    
    
    81
    %Others, net
    
    
    271
    
    
    
    401
    
    
    
    93
    
    
    no
    
    noOperating income
    
    
    38,810
    
    
    
    30,488
    
    
    
    27,927
    
    
    
    27
    %
    
    
    9
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    5.89
    %
    
    
    6.16
    %
    
    
    5.60
    %
    
    27
    bps
    
    (56
    ) bpsGeneral and administrative
expenses
    
    
    6.40
    %
    
    
    5.68
    %
    
    
    5.51
    %
    
    (72
    ) bps    
    (17
    ) bpsGross margin
    
    
    33.01
    %
    
    
    32.72
    %
    
    
    34.98
    %
    
    29
    bps    
    (226
    ) bpsOperating margin
    
    
    20.30
    %
    
    
    20.85
    %
    
    
    23.74
    %
    
    (55
    ) bps
    
    (289
    ) bps
  Analysis of years ended March 31, 2009 and 2008
 
    
    Our revenue from IT Services segment grew by 31%. In USD terms our revenue grew by
19% from $3,647 to $4,323. Our average USD/INR realization increased from Rs. 40.1 for
the year ended March 31, 2008 to Rs 44.2 for the year ended March 31, 2009.This growth of 19% was primarily due to a 30% increase in revenue from retail and
transportation services, a 27% increase in revenues from financial services, a 26%
increase in revenues from manufacturing and
 43




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##### Table of Contents



healthcare services, a 9% increase in revenue from energy and utility services and a 6%
increase in revenue from technology, media and telecom services. Our price realization
increased by 3.8% and 3.2% on a year on year basis for our offshore and onsite services
respectively. In our IT Services segment, we added 110 new clients during the year ended
March 31, 2009. The total number of clients that individually accounted for over US $1
million run rate in revenue increased from 362 as of March 31, 2008 to 427 as of March
31, 2009.
 
    
    Our gross profit as a percentage of our revenue from our IT Services segment
increased by 29 bps. The improvement in gross margin as percentage of revenue is
primarily on account of improvement in utilization rates and better exchange rate
realization. Our average utilization of billable employees improved from 67% for the
year ended March 31, 2008 to 69% for the year ended March 31, 2009. These improvements
were offset by the increase in personnel costs due to increased compensation based on
promotions.
    
    Selling and marketing expenses as a percentage of revenue from our IT Services
segment decreased marginally from 6.16% for the year ended March 31, 2008 to 5.89% for
the year ended March 31, 2009. However in absolute terms, selling and marketing
expenses have increased by 25%. This increase was primarily due to an increase in
personnel costs, certain employees being classified as sales
and marketing personnel during the year, an increase in compensation costs
as part of our compensation review and grant of additional stock options.
    
    General and administrative expenses as a percentage of revenue from our IT Services
segment has increased from 5.68% for the year ended March 31, 2008 to 6.40% for the
year ended March 31, 2009. This increase was primarily due to an increase in personnel
costs by Rs. 1,451 and an increase in the provision for doubtful debts by Rs 658.
Personnel costs have increased from Rs. 3,509 for the year ended March 31, 2008 to Rs.
4,960 for the year ended March 31, 2009, which is attributable to the increase in the
support staff consistent with the increase in volume and operations and increase in
compensation cost as part of our compensation review, grant of additional stock options
and acquisition of Infocrossing. The increase in the provision for doubtful debts was
primarily due to additional reserve recorded upon a major customer opting for
bankruptcy protection.
    
    Increase in amortization of intangibles is primarily attributable to amortization of
customer-related intangible arising on acquisition of Infocrossing.
    
    As a result of the above, operating income from our IT Services segment increased by
27%.
 Analysis of years ended March 31, 2008 and 2007
 §
    
    Our revenue from the IT Services segment grew by 24%. In USD terms our revenue grew
by 40% from $ 2,601 to $3,647. Our average USD/INR realization
decreased from Rs. 45.2
for the year ended March 31, 2007 to Rs. 40.1 for the year ended March 31, 2008.This growth of 40% was primarily due to the acquisition of Infocrossing in September
2007, about 38% increase in revenues from retail and transportation business and about
50% increase in revenues from financial services and manufacturing & healthcare services. Integration of acquisitions during the
year contributed to a 4% increase in the revenues. Our price realization increased by
1.2% and 2.6% on a year on year basis for our offshore and onsite services respectively.
In our IT Services segment, we added 185 new clients during the year ended March 31,
2008. The total number of clients that individually accounted for over US $ 1 million
run rate in revenue increased from 255 as of March 31, 2007 to 362 as of March 31, 2008.§
    
    Our gross profit as a percentage of our revenue from our IT Services segment
declined by 226 bps. The decline in gross margin as a percentage of revenue is
primarily due to adverse impact of appreciation of the Indian rupee against the US
dollar, an increase in compensation costs for offshore and onsite employees as a part
of our compensation review and lower gross margins in Infocrossing. Based on average
exchange rates in fiscal 2007 and 2008, the Indian rupee has appreciated by over 10.9%
against the U.S. dollar in fiscal 2008. This is partially offset by improvement in the
average utilization rates of billable employees from 64% for the year ended March 31,
2007 to 67% for the year ended March 31, 2008.§
    
    Selling and marketing expenses as a percentage of revenue from our IT Services
segment increased marginally from 5.60% for the year ended March 31, 2007 to 6.16% for
the year ended March 31, 2008. However in absolute terms selling and marketing expenses
increased by 37% during the same period. This increase was primarily due to an increase
in personnel cost by Rs. 1,757 from Rs. 4,004 for the year ended March 31, 2007 to Rs.
5,761 for the year ended March 31, 2008. This is attributable to the increase in number
of sales and marketing personnel from 340 as of March 31, 2007 to 425 as of March 31,
2008 and an increase in compensation costs as a part of our compensation review.
 44




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##### Table of Contents



§
    
    General and administrative expenses as a percentage of revenue from our IT Services
segment has increased marginally from 5.51% for the year ended March 31, 2007 to 5.68%
for the year ended March 31, 2008. This increase was primarily due to an increase in
personnel cost by Rs. 862. Personnel cost increased from Rs. 2,647 for the year ended
March 31, 2007 to Rs. 3,509 for the year ended March 31, 2008, which is attributable to
the increase in our support staff consistent with the increase in
volume and operations, increase in compensation cost as a part of our compensation review, grants of
additional stock options and acquisition of Infocrossing.§
    
    Increase in amortization of intangibles is primarily attributable to amortization of
customer-related intangible arising on acquisition of Infocrossing.§
    
    Others, net for the year ended March 31, 2008, include Rs. 269 of insurance
recoveries relating to certain costs incurred by the Company.§
    
    As a result of the above, operating income from our IT Services segment increased by
9%.
 IT Products
  Year ended March 31,
    
    Year on Year change2009
    
    2008
    
    2007
    
    2009-08
    
    2008-07(in millions)Revenue
    
    Rs.
    33,424
    
    
    Rs.
    24,619
    
    
    Rs.
    16,965
    
    
    
    36
    %
    
    
    45
    %Gross profit
    
    
    3,249
    
    
    
    2,583
    
    
    
    1,640
    
    
    
    26
    %
    
    
    58
    %Selling and marketing expenses
    
    
    (1,335
    )
    
    
    (852
    )
    
    
    (581
    )
    
    
    57
    %
    
    
    47
    %General and administrative expenses
    
    
    (717
    )
    
    
    (894
    )
    
    
    (436
    )
    
    
    (20
    )%
    
    
    105
    %Amortization of intangibles
    
    
    (23
    )
    
    
    (30
    )
    
    
    (13
    )
    
    
    (23
    )%
    
    
    131
    %Others, net
    
    
    44
    
    
    
    62
    
    
    
    29
    
    
    No
    
    noOperating income
    
    
    1,218
    
    
    
    869
    
    
    
    639
    
    
    
    40
    %
    
    
    36
    %As a Percentage of Revenue:Selling and marketing
expenses
    
    
    3.99
    %
    
    
    3.46
    %
    
    
    3.42
    %
    
    (53
    ) bps
    
    (4
    ) bpsGeneral and administrative
expenses
    
    
    2.15
    %
    
    
    3.63
    %
    
    
    2.57
    %
    
    148
    bps    
    (106
    ) bpsGross margin
    
    
    9.72
    %
    
    
    10.49
    %
    
    
    9.67
    %
    
    (77
    ) bps    
    82
    bpsOperating margin
    
    
    3.64
    %
    
    
    3.53
    %
    
    
    3.77
    %
    
    11
    bps    
    (24
    ) bps
  Analysis of years ended March 31, 2009 and 2008
 
    
    Our revenue from the IT Products segment grew by 36%. This increase is primarily due
to growth in revenues across all product lines.
    
    Our gross profit as a percentage of our revenue from our IT Products segment
decreased by 77 bps. This decline is primarily attributable to increase in the
procurement cost of imported items due to depreciation of the Indian Rupee against U.S.
Dollar during the year ended March 31, 2009.
    
    Selling and marketing expenses as a percentage of revenue from our IT Products
segment has increased marginally from 3.46% for the year ended March 31, 2008 to 3.99%
for the year ended March 31, 2009. In absolute terms selling and
marketing expenses increased by 483. The increase in selling and marketing
expenses in absolute terms was primarily due to focus on our increasing presence in
select geographies.
 45




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##### Table of Contents




    
    General and administrative expenses as a percentage of revenue from our IT Products
segment has decreased from 3.63% for the year ended March 31, 2008 to 2.15% for the
year ended March 31, 2009. This decline of Rs. 177 is primarily due to certain cost
containment measures.
    
    As a result of the above, operating income from our IT Products segment increased by
40%.
 Analysis of years ended March 31, 2008 and 2007
 §
    
    Our revenue from the IT Products segment grew by 45%. This increase is primarily due
to growth in revenues across all product lines and integration of our acquisition of 3D
Networks.§
    
    Our gross profits as a percentage of our revenues from our IT Products segment
increased by 82 bps. The improvement is primarily attributable to an increase in
proportion of revenues from traded products, which typically have higher gross margins.§
    
    Selling and marketing expenses as a percentage of revenue from our IT Products
segment has increased marginally from 3.42% for the year ended March 31, 2007 to 3.46%
for the year ended March 31, 2008. However, in absolute terms our selling and marketing
expenses have increased by 47%, primarily due to increase in the number of sales and
marketing personnel for this business segment.§
    
    General and administrative expenses as a percentage of revenue from our IT Products
segment increased from 2.57% for the year ended March 31, 2007 to 3.63% for the year
ended March 31, 2008. This was primarily due to an increase in the volume of operations
and integration of our acquisition of 3D Networks.§
    
    As a result of the above, operating income from our IT Products segment increased by
36%.
 Consumer Care and Lighting
  Year ended March 31,
    
    Year on Year change2009
    
    2008
    
    2007
    
    2009-08
    
    2008-07(in millions)Revenue
    
    Rs.
    19,243
    
    
    Rs.
    14,619
    
    
    Rs.
    7,563
    
    
    
    32
    %
    
    
    93
    %Gross profit
    
    
    8,458
    
    
    
    5,938
    
    
    
    2,658
    
    
    
    42
    %
    
    
    123
    %Selling and marketing expenses
    
    
    (4,660
    )
    
    
    (3,222
    )
    
    
    (1,483
    )
    
    
    45
    %
    
    
    117
    %General and administrative expenses
    
    
    (1,203
    )
    
    
    (816
    )
    
    
    (120
    )
    
    
    47
    %
    
    
    580
    %Amortization of intangibles
    
    
    (365
    )
    
    
    (111
    )
    
    
    (5
    )
    
    
    229
    %
    
    
    Others, net
    
    
    64
    
    
    
    53
    
    
    
    17
    
    
    No
    
    noOperating income
    
    
    2,294
    
    
    
    1,842
    
    
    
    1,067
    
    
    
    25
    %
    
    
    73
    %As a Percentage of Revenue:Selling and marketing expenses
    
    
    24.22
    %
    
    
    22.04
    %
    
    
    19.61
    %
    
    (218
) bps
    
    (243
) bpsGeneral and administrative expenses
    
    
    6.25
    %
    
    
    5.58
    %
    
    
    1.59
    %
    
    (67
) bps    
    (399
) bpsGross margin
    
    
    43.95
    %
    
    
    40.62
    %
    
    
    35.14
    %
    
    333
bps
    
    548
bpsOperating margin
    
    
    11.92
    %
    
    
    12.60
    %
    
    
    14.11
    %
    
    (68
) bps    
    (151
) bps
   46




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##### Table of Contents



Analysis of years ended March 31, 2009 and 2008
 
    
    Our Consumer Care and Lighting revenue increased by 32%. The increase in revenue is
attributable to an increase in the volume of our soap, lighting,  furniture products
and Personal Care Products of Unza.
 
    
    Our gross profit as a percentage of our revenues from the Consumer Care and Lighting
segment increased by 333 bps. This increase was primarily due to an increase in the
proportion of revenue from the range of products manufactured by Unza, which typically
have higher gross margins.
 
    
    Selling and marketing expense as percentage of revenue from our Consumer Care and
Lighting segment has increased from 22.04% for the year ended March 31, 2008 to 24.22%
for the year ended March 31, 2009. This increase is primarily
due to increase in  proportion of revenues from Unza. Selling and distribution expense as a percentage of our revenue
is typically higher in Unza products. Further in fiscal 2009, we
incurred higher brand promotion and advertisement spends in Indian
market.
 
    
    General and administrative expense as percentage of revenue from our Consumer Care
and Lighting segment has increased from 5.58% for the year ended March 31, 2008 to
6.25% for the year ended March 31, 2009. This increase is primarily due to Unza. General and administrative expense as a
percentage of our revenue is typically higher in Unza products.
 
    
    As a result of the above, operating income from our Consumer Care and Lighting
segment increased by 25%.
 Analysis of years ended March 31, 2008 and 2007
 §
    
    Our Consumer Care and Lighting revenue increased by 93%. This increase in revenue is
attributable to an increase in sales volume of our soap, lighting and furniture
products, an increase in prices of certain products and the integration of Unza from
August 2007, which contributed additional revenues of Rs 4,823.
 §
    
    Our gross profits as a percentage of our revenues from the Consumer Care and
Lighting segment increased by 548 bps. This increase was primarily due to an increase
in the proportion of revenues from the range of products manufactured by Unza, which
typically have higher gross margins.
 §
    
    Selling and marketing expenses of our Consumer Care and Lighting segment increased
by 117%. This was primarily due to the increase in sales promotion expenses for
building brands and expanding market share in select geographies and the integration of
our acquisition of Unza group from August 2007 which resulted in additional selling and
marketing expenses of Rs. 1,630.
 §
    
    General and administrative expenses of our Consumer Care and Lighting segment
increased by 580%. This is primarily attributable to integration of our acquisition of
Unza group from August 2007 which resulted in additional general and administrative
expenses of Rs. 600.
 §
    
    As a result of the above, operating income of our Consumer Care and Lighting
business increased by 73%.
 Others, including reconciling items
 Analysis of year ended March 31, 2009 and 2008
 
    
    Revenue from our Others segment, including reconciling items, decreased by 10%, from
Rs. 11,930 for the year ended March 31, 2008 to Rs. 10,704 for the year ended March 31,
2009. This decrease was primarily driven by a decrease in revenue from our hydraulic
cylinders and tipping gear systems business. The decline in the revenues is
attributable to slowdown in the global markets which has impacted the market for
infrastructure engineering products in Indian and European markets.
 
    
    Operating income from our Others segment, including reconciling items, decreased
from Rs. 515 for the year ended March 31, 2008 to Rs. (932) for the year ended March
31, 2009. This is primarily due to loss Rs. 281 in our hydraulic cylinders and tipping
gear systems business as against income of Rs. 1,006 in the corresponding previous
year. This loss is attributable to the contraction in the sales volume of
infrastructure engineering business due to the slowdown in the global market.
 Analysis of year ended March 31, 2008 and 2007
 
    
    Revenue from our Others segment, including reconciling items, increased by 64%, from
Rs. 7,263 for the year ended March 31, 2007 to Rs. 11,930 for the year ended March 31,
2008. This was primarily due to
 47




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##### Table of Contents



integration of our acquisition of Hydrauto Group for the full year in fiscal 2008 as
compared to a part of the year in fiscal 2007, and an increase in revenue from the sale
of hydraulic cylinders and tipping gear systems.
 
    
    As a result of the above, operating income of Others, including reconciling items,
increased from Rs. 273 for the year ended March 31, 2007 to Rs. 515 for the year ended
March 31, 2008. This increase in operating income was primarily due to increase in
profits of our infrastructure engineering business on account of increase in the volume
of operations. This increase was partially offset by the fringe benefit tax payment of
Rs. 375.
 Acquisitions
    Stock compensation expense
      Year ended March 31,2009
        
    2008
        
    2007(in millions)Cost of revenue
    
    Rs.
    1,232
    
    
    Rs.
    840
    
    
    Rs.
    1,044Selling and marketing expenses
    
    
    197
    
    
    
    137
    
    
    
    169General and administrative expenses
    
    
    166
    
    
    
    99
    
    
    
    122Rs.
    1,595
    
    
    Rs.
    1,076
    
    
    Rs.
    1,336
 48




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##### Table of Contents



Amortization of Intangible Assets
  Foreign Exchange Gains/(Losses), net
  
    
    Exchange differences arising from the translation or settlement of transactions in
foreign currency, except for exchange differences on debt denominated in foreign
currency (which are reported within Other income, net); and
 
    
    The changes in fair value for derivatives not designated as hedging derivatives and
ineffective portion of the hedging instruments. For forward foreign exchange contracts
which are designated and effective as 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. Changes in the fair value of derivative
instruments which are economic hedges in respect of debt denominated in foreign
currency are reported in Other income, net.
 Other Income, net
  Equity in Earnings/Losses of Affiliates
 Wipro GE Medical Systems Private Limited. (Wipro GE).
 Income Taxes
   49




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Software Technology and Hardware Technology Parks.
 Special Economic Zone.
         Liquidity and Capital Resources
  50




---



##### Table of Contents



Year ended March 31,
    
    Year on Year Change2009
    
    2008
    
    2007
    
    2009-08
    
    2008-07Net cash provided
by/(used in)
continuing operations:Operating
activities
    
    Rs.
    36,832
    
    
    Rs.
    24,595
    
    
    Rs.
    30,161
    
    
    Rs.
    12,237
    
    
    Rs.
    (5,566
    )Investing
activities
    
    
    (27,693
    )
    
    
    (28,505
    )
    
    
    (21,377
    )
    
    
    812
    
    
    
    (7,128
    )Financing
activities
    
    
    44
    
    
    
    30,798
    
    
    
    (5,180
    )
    
    
    (30,754
    )
    
    
    35,978Net change in cash and
cash equivalents
    
    
    9,184
    
    
    
    26,888
    
    
    
    3,604
    
    
    
    (17,704
    )
    
    
    23,284Effect of exchange
rate changes on cash
and cash
equivalent
    
    
    663
    
    
    
    (30
    )
    
    
    (50
    )
    
    
    693
    
    
    
    20
            51




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual obligations
  Totalcontractual
    
    
    
    Payments due in
    
    2014-15Particulars
    
    payment
    
    2009-10
    
    2010-12
    
    2012-14
    
    onwardsShort-term borrowings
    
    
    36,472
    
    
    
    36,472
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    18,916
    
    
    
    235
    
    
    
    411
    
    
    
    18,270
    
    
    
    Obligations under capital leases
    
    
    1,418
    
    
    
    504
    
    
    
    513
    
    
    
    334
    
    
    
    67Estimated interest payment(1)
    
    
    2,277
    
    
    
    511
    
    
    
    1,132
    
    
    
    634
    
    
    
    Capital commitments
    
    
    5,371
    
    
    
    5,371
    
    
    
    
    
    
    
    
    
    
    
    Non-cancelable operating lease
obligation
    
    
    7,901
    
    
    
    1,064
    
    
    
    2,020
    
    
    
    1,649
    
    
    
    3,168Purchase obligations
    
    
    3,255
    
    
    
    3,255
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities(2)
    
    
    932
    
    
    
    786
    
    
    
    41
    
    
    
    10
    
    
    
    95
   (1)
    
    
    Interest payments for long-term fixed rate debts have been calculated based on
applicable rates and payment dates.Interest payments on floating rate debt
have been calculated based on the payment dates and interest rates as of March 31, 2009
for each relevant debt instrument.
 (2)
    
    
    In accordance with SFAS No. 87, Employers Accounting for Pensions, and SFAS
No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, as
amended by SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R),
the net accrued benefit liability for defined benefit recognized as of March 31, 2009,
was Rs. 269, which is reported as a component of other liabilities in the balance
sheet. Other liabilities in the balance sheet also include amount of
Rs. 2,321 towards
uncertain tax positions. For these amounts, the extent of the amount and timing of
payment/cash settlement is not reliably estimable or determinable, at present, and
accordingly have not been disclosed in the table above.
 52




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##### Table of Contents



Research and Development
     Trend Information
 IT Services.
     
    
    Our limited ability to increase prices;
 
    
    Increases in the proportion of services performed at client location; and
 
    
    The impact of exchange rate fluctuations on our rupee realizations
  
    
    Performance And Capital Efficiency (PACE) program- reduce capex spends, deliver
process and application optimization and assume ownership of specific IT areas to
reduce baseline IT spends for the client;
 
    
    strengthening our delivery model;
 
    
    cost containment initiatives and driving higher employee productivity;
 
    
    aligning our resources to expected demand; and
 53




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##### Table of Contents




    
    increasing the utilization of our IT professionals.
 IT Products.
  Consumer Care and Lighting.
  Dividends.
 Recent accounting pronouncements
 SFAS No. 141R. Business
Combinations Business Combinations
 Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
That Arise from Contingencies
 SFAS No. 160. Non-controlling Interests in
Consolidated Financial Statements
 SFAS No. 161 . Disclosures about Derivative
Instruments and Hedging Activities  An Amendment of FASB Statement No. 133
 54




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##### Table of Contents



FSP SFAS 142-3 Determination of the Useful
Life of Intangible Assets Goodwill and Other
Intangible Assets
 FSP 132 (R)-1 Employers Disclosures
about Postretirement Benefit Plan Assets Employers Disclosures about Pensions and Other Postretirement Benefits
 Critical accounting policies
  Revenue Recognition
  Product Revenue
     55




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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.
  56




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##### Table of Contents



Accounting Estimates
    Accounting for Income taxes
     Derivatives and Hedge Accounting, and Exchange Rate Risk
  57




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##### Table of Contents



Business Combinations, Goodwill and Intangible Assets
    58




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##### Table of Contents



Goodwill Impairment Testing
  
 Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Name
    
    Age
    
    PositionAzim H. Premji
    
    
    63
    
    
    Chief Executive Officer, Chairman of the Board and
Managing Director (designated as Chairman)Dr. Ashok S Ganguly
    
    
    73
    
    
    DirectorB.C. Prabhakar
    
    
    65
    
    
    DirectorDr. Jagdish N. Sheth
    
    
    70
    
    
    DirectorNarayanan Vaghul
    
    
    72
    
    
    DirectorWilliam Arthur Owens
    
    
    69
    
    
    DirectorP.M. Sinha
    
    
    68
    
    
    DirectorSuresh C. Senapaty
    
    
    52
    
    
    CFO and DirectorSuresh Vaswani
    
    
    49
    
    
    Joint CEO, IT Business and DirectorGirish S Paranjpe
    
    
    51
    
    
    Joint CEO, IT Business and DirectorAnurag Behar
    
    
    40
    
    
    Chief Executive, Wipro Infrastructure EngineeringVineet Agrawal
    
    
    47
    
    
    President, Wipro Consumer Care and LightingPratik Kumar
    
    
    43
    
    
    Executive Vice President  HR,
Brand and Corp.
CommunicationT K Kurien
    
    
    49
    
    
    President, Global Programs, Consulting Practice and New
Initiatives, Wipro LimitedRanjan Acharya
    
    
    48
    
    
    Senior Vice President, Human Resources Development, Wipro LimitedS Deb
    
    
    51
    
    
    Chief Global Delivery Officer, Wipro Technologies
 Azim H. Premji
 Dr Ashok Ganguly
 59




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##### Table of Contents



B.C. Prabhakar
 Dr. Jagdish N. Sheth
 Narayanan Vaghul
 William Arthur Owens
 Priya Mohan Sinha
 Suresh C. Senapaty
 Suresh Vaswani
 Girish S Paranjpe
 Anurag Behar
 Vineet Agrawal
 60




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##### Table of Contents



Pratik Kumar
 T K Kurien rd
 Ranjan Acharya
 S. Deb
 Compensation
 Director Compensation
   Executive Compensation
  Annual Compensation ($)Salary and
                    
    Commission/
    
    
    
    
    
    
    
    
    Long-term compensationName
    
    allowances
    
    
    
    

        Incentives (1)
    
    Housing (2)
    
    Others
    (Deferred Benefit (3)&(4))Azim H. Premji
    
    $
    84,729
    
    
    
    
    
    
    $
    105,710
    
    
    $
    58,974
    
    
    $
    12,947
    
    
    $
    33,782Suresh C. Senapaty
    
    
    215,388
    
    
    
    
    
    
    
    119,443
    
    
    
    29,486
    
    
    
    433
    
    
    
    33,496Pratik Kumar
    
    
    183,234
    
    
    
    
    
    
    
    86,914
    
    
    
    
    
    
    
    770
    
    
    
    19,283Vineet Agrawal
    
    
    190,562
    
    
    
    
    
    
    
    58,097
    
    
    
    
    
    
    
    4,682
    
    
    
    27,740Suresh Vaswani
    
    
    209,035
    
    
    
    
    
    
    
    161,979
    
    
    
    10,967
    
    
    
    2,327
    
    
    
    36,299Ranjan Acharya
    
    
    141,485
    
    
    
    
    
    
    
    50,413
    
    
    
    
    
    
    
    95
    
    
    
    11,877Girish S. Paranjpe
    
    
    202,368
    
    
    
    
    
    
    
    150,944
    
    
    
    10,084
    
    
    
    159
    
    
    
    35,097S Deb
    
    
    106,280
    
    
    
    
    
    
    
    91,808
    
    
    
    
    
    
    
    1,067
    
    
    
    19,013Anurag Behar
    
    
    100,181
    
    
    
    
    
    
    
    56,229
    
    
    
    
    
    
    
    1,165
    
    
    
    14,142T K Kurien
    
    
    169,679
    
    
    
    
    
    
    
    151,182
    
    
    
    10,615
    
    
    
    1,286
    
    
    
    19,446
  1.
    
    Azim H. Premji was paid commissions at the rate of 0.3% on incremental net profits of the
Company over the previous year computed based on the method approved by the Board Governance
and Compensation Committee and in accordance with the provisions of the Indian Companies Act,
1956. All other executives were paid incentives under a Quarterly Performance Linked Scheme
based on achievement of pre-defined profit targets.
 61




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##### Table of Contents



2.
    
    The value of housing perquisite accounts for more than 25% of the total value of all
perquisites and personal benefits received in fiscal 2009.3.
    
    Deferred benefits are payable to employees by way of our contribution to the Provident Fund
and Pension Fund. The Provided Fund is a statutory fund to which Wipro and our employees
contribute every month. A lump sum payment on separation and a pension payment on attaining
the age of superannuation are payable from the balance standing to the credit of the Fund, as
per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.4.
    
    Under our pension plans, any pension that is payable to an employee is not computed on the
basis of final compensation, but on the accumulated pension fund to the credit of the employee
as the date of separation, death, disability or retirement. We annually contribute 15% of Mr.
Premjis base salary and commission earned for that year to our pension fund for the benefit
of Mr. Premji. For all other employees, we contribute 15% of their respective base salaries
to our pension for their benefit. These contributions are included in this column.
  Board Composition
  Expiration of current term ofName
    
    office
    
    Term of officeAzim H. Premji
    
    July 30, 2009
    
    2 yearsDr. Jagdish Sheth
    
    Annual General Meeting 2009
    
    Retirement by rotationDr. Ashok S Ganguly
    
    Annual General Meeting 2010
    
    Retirement by rotationB. C. Prabhakar
    
    Annual General Meeting 2009
    
    Retirement by rotationN. Vaghul
    
    Annual General Meeting 2010
    
    Retirement by rotationP. M. Sinha
    
    Annual General Meeting 2010
    
    Retirement by rotationWilliam Arthur Owens
    
    Annual General Meeting 2009
    
    Retirement by rotationSuresh C Senapaty
    
    April 17, 2013
    
    5 years from the date of appointmentGirish S Paranjpe
    
    April 17, 2013
    
    5 years from the date of appointmentSuresh Vaswani
    
    April 17, 2013
    
    5 years from the date of appointment
 Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
  62




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Board Committee Information
 Audit/Risk and Compliance Committee
  
    
    Auditing and accounting matters, including recommending the appointment of our
independent auditors to the shareholders,
 
    
    Compliance with legal and statutory requirements,
 
    
    Integrity of the Companys financial statements, discussing with the independent
auditors the scope of the annual audits, and fees to be paid to the independent
auditors,
 
    
    Performance of the Companys Internal Audit function, Independent Auditors and
accounting practices,
 
    
    Review of related party transactions, functioning of Whistle Blower mechanism, and
 
    
    Implementation of the applicable provisions of the Sarbanes Oxley Act, 2002
including review on the progress of internal control mechanisms to prepare for
certification under Section 404 of the Sarbanes Oxley Act, 2002.
       www.wipro.com
 Board Governance and Nomination Committee
 www.wipro.com
 63




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##### Table of Contents




    
    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, and
 
    
    Lay down policies and procedures to assess the requirements for induction of new
members on the Board.
 
    
    Implementing policies and processes relating to corporate governance principles
 
    
    Ensuring that appropriate procedures are in place to assess Board membership needs
and Board effectiveness
 
    
    Reviewing the Companys policies that relate to matters of Corporate Social
Responsibility, including public issues of significance to the Company and its
stakeholders
 
    
    Developing and recommending to the Board of Directors for its approval an annual
evaluation process of the Board and its Committees.
 
    
    Formulating the Disclosure Policy, its review and approval of disclosures;
Overseeing
 Compensation Committee
     
    
    Determine and approve salaries, benefits and stock option grants to senior
management employees and Directors of our Company.
 
    
    Approve and evaluate the compensation plans, policies and programs for Whole-time
Directors and Senior Management.
 
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee
Stock Purchase Plans drawn up from time to time,
  Employees
  64




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##### Table of Contents



Recruiting
  Training
  Performance Evaluations
  Compensation
  Share Ownership
  65




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##### Table of Contents



Percentage
    
    Equityof Total
    
    SharesEquity Shares
    
    Equity
    
    Underlyingbeneficially
    
    Shares
    
    Options
    
    ExerciseName
    
    owned
    
    Outstanding
    
    Granted
    
    Price($)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,161,116,260
    
    
    
    79.25
    
    
    
    
    
    
    
    
    
    
    
    B. C. Prabhakar (2)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Dr. Jagdish Sheth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Ashok S Ganguly
    
    
    1,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    N. Vaghul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    P. M. Sinha (3)
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    Suresh C. Senapaty
    
    
    115,250
    
    
    
    *
    
    
    
    4,800
    
    
    
    0.05
    
    
    October 20108,400
    
    
    
    0.05
    
    
    July 201150,000
    
    
    
    0.05
    
    
    May 2013Pratik Kumar
    
    
    32,800
    
    
    
    *
    
    
    
    4,800
    
    
    
    0.05
    
    
    October 20108,400
    
    
    
    0.05
    
    
    July 201130,000
    
    
    
    0.05
    
    
    May 2013Vineet Agrawal
    
    
    141,020
    
    
    
    *
    
    
    
    4,800
    
    
    
    0.05
    
    
    October 20108,400
    
    
    
    0.05
    
    
    July 201140,000
    
    
    
    0.05
    
    
    May 2013Suresh Vaswani
    
    
    57,168
    
    
    
    *
    
    
    
    5,600
    
    
    
    0.05
    
    
    October 20108,400
    
    
    
    0.05
    
    
    July 201150,000
    
    
    
    0.05
    
    
    May 201360,000
    
    
    
    9.61
    
    
    May 2013S Deb
    
    
    72,000
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    October 20107,200
    
    
    
    0.05
    
    
    July 201118,000
    
    
    
    0.05
    
    
    May 2013Girish S. Paranjpe
    
    
    28,800
    
    
    
    *
    
    
    
    5,600
    
    
    
    0.05
    
    
    October 20108,400
    
    
    
    0.05
    
    
    July 201150,000
    
    
    
    0.05
    
    
    May 201360,000
    
    
    
    9.61
    
    
    May 2013T K Kurien
    
    
    64,808
    
    
    
    *
    
    
    
    3,200
    
    
    
    0.05
    
    
    October 20107,200
    
    
    
    0.05
    
    
    July 201150,000
    
    
    
    0.05
    
    
    May 2013Ranjan Acharya
    
    
    21,100
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    October 20105,400
    
    
    
    0.05
    
    
    July 20119,000
    
    
    
    0.05
    
    
    May 2013Anurag Behar
    
    
    30,866
    
    
    
    *
    
    
    
    4,000
    
    
    
    0.05
    
    
    October 20106,000
    
    
    
    0.05
    
    
    July 201120,000
    
    
    
    0.05
    
    
    May 2013
 
 *
    
    Represents less than 1% of the total equity shares outstanding as of March 31, 2009.(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,
1,414,600 shares held jointly by Mr. Premji and members of his immediately family. In
addition 8,316,000 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji
disclaims beneficial ownership of 8,316,000 shares held by Azim Premji Foundation (I)
Pvt. Ltd.(2)
    
    The shares are jointly held with an immediate family member of Mr. Prabhakar.(3)
    
    The shares are jointly held with an immediate family member of Mr. P M Sinha. EMPLOYEE STOCK OPTION PLANS
  66




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##### Table of Contents



Range ofAuthorized
    
    
    exercise
    
    
    
    
    
    
    TerminationName of Plan
    
    Shares (1)
    
    
    prices
    
    
    Effective date
    
    
    date
    
    
    Other remarks1999 Employee Stock option Plan
    
    
    30,000,000
    
    
    Rs.
    171  490
    
    
    July 29, 1999
    
    July 28, 2009
    
    There are no stock options outstanding under this planWipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs.
    171  490
    
    
    September 15, 2000
    
    September 15, 2010
    
    In the event of our merger with or into another corporation or a sale of substantially all of our assets, each option under this plan, shall be proportionately adjusted to give effect to the merger or asset sale.
There are no stock options outstanding under this plan.Stock Option Plan (2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    3  7
    
    
    September, 2000
    
    September, 2010
    
    In event of merger of the Company with other corporation or sale of substantially of all our assets, the successor corporation shall either assume the outstanding units or grant equivalent units to the holders. If the successor corporation neither assumes the outstanding units nor grants equivalent units, such outstanding units shall vest immediately, and become exercisable in full.Wipro Restricted Stock Unit Plan
(WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs.
    2
    
    
    June 11, 2004
    
    June 10, 2014Wipro ADS Restricted Stock
Unit Plan (WARSUP
2004 plan)
    
    
    12,000,000
    
    
    $
    0.04
    
    
    June 11, 2004
    
    June 10, 2014Wipro employee Restricted Stock
Unit Plan 2005
(WSRUP 2005 plan)
    
    
    12,000,000
    
    
    Rs.
    2
    
    
    July 21, 2005
    
    July 20, 2015Wipro employee Restricted Stock
Unit Pl 2007 (WSRUP
2007 plan)
    
    
    10,000,000
    
    
    Rs.
    2
    
    
    July 18, 2007
    
    July 17, 2017
 
 (1)
    
    Subject to adjustment for corporate action from time to time. Wipro Equity Reward Trust
    67




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##### Table of Contents



Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
   Number of Shares beneficiallyName of Beneficial Owner
    
    Class of Security
    
    held as of March 31, 2009
    
    % of ClassAzim H. Premji (1)
    
    Equity
    
    1,161,116,260
    
    
    79.25Hasham Traders
    
    Equity
    
    326,259,000
    
    
    22.27Prazim Traders
    
    Equity
    

    325,017,000
    

    
    22.18Zash Traders
    
    Equity
    
    324,244,800
    

    
    22.13
 
 (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,
1,414,600 shares held jointly by Mr. Premji and members of his immediately family. In
addition 8,316,000 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji
disclaims beneficial ownership of 8,316,000 shares held by Azim Premji Foundation (I)
Pvt. Ltd.    Related Party Transactions
 Terms of Employment Arrangements and Indemnification Agreements.
 68




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##### Table of Contents



Item 8. Financial Information
 Consolidated Statements and Other Financial Information
  
    
    Report of the independent registered public accounting firm;
 
    
    Consolidated Balance Sheets as of March 31, 2008 and 2009;
 
    
    Consolidated Statements of Income for the years ended March 31, 2007, 2008 and 2009;
 
    
    Consolidated Statements of Stockholders Equity and Comprehensive income for the
years ended March 31, 2007, 2008 and 2009;
 
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2007, 2008 and
2009; and
 
    
    Notes to the Consolidated Financial Statements.
 Legal Proceedings
  Dividends
     Significant Changes
  
 Item 9. The Offer and Listing
 Price History
  69




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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 31,2009
    
    
    537.90
    
    
    
    181.70
    
    
    
    10.57
    
    
    
    3.57
    
    
    
    535.00
    
    
    
    180.40
    
    
    
    10.52
    
    
    
    3.55
    
    
    
    14.53
    
    
    
    5.042008
    
    
    600.00
    
    
    
    325.00
    
    
    
    14.99
    
    
    
    8.12
    
    
    
    635.00
    
    
    
    324.00
    
    
    
    15.87
    
    
    
    8.10
    
    
    
    17.24
    
    
    
    9.852007
    
    
    690.00
    
    
    
    383.00
    
    
    
    16.01
    
    
    
    8.89
    
    
    
    691.00
    
    
    
    381.25
    
    
    
    16.03
    
    
    
    8.80
    
    
    
    18.44
    
    
    
    10.182006
    
    
    573.00
    
    
    
    285.55
    
    
    
    12.88
    
    
    
    6.41
    
    
    
    585.90
    
    
    
    272.00
    
    
    
    13.17
    
    
    
    8.65
    
    
    
    22.38
    
    
    
    9.622005
    
    
    389.00
    
    
    
    200.00
    
    
    
    8.91
    
    
    
    4.59
    
    
    
    387.50
    
    
    
    198.00
    
    
    
    8.88
    
    
    
    4.54
    
    
    
    12.85
    
    
    
    5.81Quarter EndedMarch 31, 2009
    
    
    261.40
    
    
    
    195.00
    
    
    
    5.14
    
    
    
    3.83
    
    
    
    263.8
    
    
    
    196.50
    
    
    
    5.19
    
    
    
    3.86
    
    
    
    8.75
    
    
    
    5.04December 31, 2008
    
    
    351.70
    
    
    
    181.70
    
    
    
    6.91
    
    
    
    3.57
    
    
    
    364.40
    
    
    
    180.40
    
    
    
    7.16
    
    
    
    3.55
    
    
    
    9.98
    
    
    
    5.66September 30, 2008
    
    
    460.90
    
    
    
    317.00
    
    
    
    9.06
    
    
    
    6.23
    
    
    
    465.00
    
    
    
    320.10
    
    
    
    9.14
    
    
    
    6.29
    
    
    
    12.18
    
    
    
    8.88June 30, 2008
    
    
    537.90
    
    
    
    402.00
    
    
    
    10.57
    
    
    
    7.90
    
    
    
    535.00
    
    
    
    401.10
    
    
    
    10.52
    
    
    
    7.88
    
    
    
    14.53
    
    
    
    10.89March 31, 2008
    
    
    528.00
    
    
    
    325.00
    
    
    
    13.19
    
    
    
    8.12
    
    
    
    529.05
    
    
    
    324.00
    
    
    
    13.22
    
    
    
    8.10
    
    
    
    14.99
    
    
    
    9.85December 31, 2007
    
    
    552.00
    
    
    
    428.00
    
    
    
    13.79
    
    
    
    10.69
    
    
    
    552.00
    
    
    
    426.15
    
    
    
    13.79
    
    
    
    10.65
    
    
    
    16.49
    
    
    
    12.81September 30, 2007
    
    
    530.50
    
    
    
    425.00
    
    
    
    13.26
    
    
    
    10.62
    
    
    
    532.00
    
    
    
    425.00
    
    
    
    13.29
    
    
    
    10.62
    
    
    
    16.40
    
    
    
    12.49June 30, 2007
    
    
    600.00
    
    
    
    507.10
    
    
    
    14.99
    
    
    
    12.67
    
    
    
    635.00
    
    
    
    505.00
    
    
    
    15.89
    
    
    
    12.62
    
    
    
    17.24
    
    
    
    15.13Six Months EndedApril 30, 2009
    
    
    332.00
    
    
    
    240.00
    
    
    
    6.53
    
    
    
    4.72
    
    
    
    333.45
    
    
    
    240.15
    
    
    
    6.55
    
    
    
    4.72
    
    
    
    9.60
    
    
    
    6.90March 31, 2009
    
    
    261.40
    
    
    
    195.00
    
    
    
    5.14
    
    
    
    3.83
    
    
    
    263.80
    
    
    
    196.50
    
    
    
    5.19
    
    
    
    3.86
    
    
    
    7.82
    
    
    
    5.04February 28, 2009
    
    
    231.90
    
    
    
    204.25
    
    
    
    4.56
    
    
    
    4.02
    
    
    
    232.00
    
    
    
    204.05
    
    
    
    4.56
    
    
    
    4.01
    
    
    
    7.33
    
    
    
    5.69January 31, 2009
    
    
    255.00
    
    
    
    200.00
    
    
    
    5.01
    
    
    
    3.93
    
    
    
    255.00
    
    
    
    201.00
    
    
    
    5.01
    
    
    
    3.95
    
    
    
    8.75
    
    
    
    6.09December 31, 2008
    
    
    264.25
    
    
    
    214.20
    
    
    
    5.19
    
    
    
    4.21
    
    
    
    265.00
    
    
    
    214.00
    
    
    
    5.21
    
    
    
    4.21
    
    
    
    8.49
    
    
    
    6.1November 30, 2008
    
    
    289.90
    
    
    
    208.00
    
    
    
    5.70
    
    
    
    4.09
    
    
    
    286.00
    
    
    
    206.80
    
    
    
    5.62
    
    
    
    4.07
    
    
    
    8.74
    
    
    
    5.66
 
 The $ figure under BSE and NSE columns denote the share price in rupees converted to US $ at
the rate of exchange of 1 US$ = Rs. 50.87(1)
    
    Source: BSE data was obtained from www.bseindia.com and NSE data was obtained
from www.nseindia.com. NYSE data was obtained from www.finance.yahoo.com. Plan of Distribution
  Markets
 Trading Practices and Procedures on the Indian Stock Exchanges
  70




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##### Table of Contents



Index based market wide circuit breaker
  Listing
  The National Stock Exchange of India Limited
   71




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##### Table of Contents



Bombay Stock Exchange Limited
  Derivatives
  Depositories
  Securities Transaction Tax
  
 Item 10. Additional Information
 Share Capital
  Memorandum and Articles Of Association
     72




---



##### Table of Contents



Objects and Purposes of Our Memorandum of Association
  
    
    To undertake and carry on the business of providing all kinds of information
technology based and enabled services in India and internationally, electronic remote
processing services, eServices, including all types of Internet-based/ Web enabled
services, transaction processing, fulfillment services, business support services
including but not limited to providing financial and related services of all kinds and
description including billing services, processing services, database services, data
entry business-marketing services, business information and management services,
training and consultancy services to businesses, organizations, concerns, firms,
corporations, trusts, local bodies, states, governments and other entities; to
establish and operate service processing centers for providing services for back office
and processing requirements, marketing, sales, credit collection services for companies
engaged in the business of remote processing and IT enabled services from a place of
business in India or elsewhere, contacting and communicating to and on behalf of
overseas customers by voice, data image, letters using dedicated international private
lines to handle business process management, remote help desk management; remote
management.
 
    
    To carry on business in India and elsewhere as manufacturer, assembler, designer,
builder, seller, buyer, exporter, importer, factors, agents, hirers and dealers of
computer hardware and software and any related aspects thereof.
 
    
    To carry on all or any of the business of soap and candle makers, tallow merchants,
chemists, druggists, dry salters, oil-merchants, manufacturers of dyes, paints,
chemicals and explosives and manufacturers of and dealers in pharmaceutical, chemical,
medicinal and other preparations or compounds, perfumery and proprietary articles and
photographic materials and derivatives and other similar articles of every description.
 
    
    To carry on business as manufacturers, sellers, buyers, exporters, importers, and
dealers of fluid power products.
 
    
    To carry on the business of extracting vegetable oil, manufacture and deal in
hydrogenated vegetable oil.
 
    
    To carry on any other trade or business whatsoever as can in the opinion of us be
advantageously or conveniently carried on by us.
 
    
    To carry on the business of solutions for water treatment including but not limited
to ultra pure water, waste water treatment, water reuse and desalination and related
activities.
 
    
    To carry on the business of renewable energy systems and food and agricultural
product processing and related industries,
 Borrowings Power Exercisable by the Directors
  Description of Equity Shares
 Dividends
   73




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
    
    The Companies Act further provides that, in the event of an inadequacy or absence of
profits in any year, a dividend may be declared for such year out of the companys
accumulated profits, subject to the fulfillment of certain conditions.
  Bonus Shares
  Audit and Annual Report
   Consolidation and Subdivision of Shares
  Preemptive Rights, Issue of Additional Shares and Distribution of Rights
     
    
    we do not timely request that the rights be distributed to you or we request that
the rights not be distributed to you;
 
    
    we fail to deliver satisfactory documents to the depositary bank; or
 
    
    it is not reasonably practicable to distribute the rights.
 74




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##### Table of Contents



Voting Rights
   Liquidation Rights
  Preference Shares
  Redemption of Equity Shares
  Liability on Calls
  Discriminatory Provisions in Articles
  Alteration of Shareholder Rights
   75




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Meetings of Shareholders
   Limitations on the Rights to Own Securities
  Voting Rights of Deposited Equity Shares Represented by ADSs
     Register of Shareholders; Record Dates; Transfer of Shares
   76




---



##### Table of Contents



Company Acquisition of Equity Shares
  Disclosure of Ownership Interest
  Provisions on Changes in Capital
  Takeover Code and Listing Agreements
    77




---



##### Table of Contents



Material Contracts
  Currency Exchange Controls
    General
     Transfer of ADSs and Surrender of ADSs
  78




---



##### Table of Contents



Sponsored ADS
  
    
    There have been amendments to the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares (through Depositary Receipt Mechanism), Scheme 1993 and primarily the
amendments were on the Eligibility of Issuer, Eligibility of Subscriber, Pricing of the
offerings, and Voting Rights,
 
    
    the ADS offering is approved by the FIPB;
 
    
    the ADS offering is approved by a special resolution of the shareholders of the
issuer in a general meeting;
 
    
    the facility is made available to all the equity shareholders of the issuer;
 
    
    the proceeds of the offering are repatriated into India within one month of the
closing of the offering;
 
    
    the sales of the existing equity shares are made in compliance with the Foreign
Direct Investment Policy in India;
 
    
    the number of shares offered by selling shareholders are subject to limits in
proportion to the existing holdings of the selling shareholders when the offer is
oversubscribed; and
 
    
    the offering expenses do not exceed 7% of the offering proceeds and are paid by
shareholders on a pro-rata basis.
  Conditions for issuance of ADS/GDS outside India by Indian Companies
 Eligibility of issuer
 Eligibility of subscriber
 Pricing
 (i)
    
    The average of the weekly high and low of the closing prices of the related shares quoted
on the stock exchange in India during the six months preceding the relevant date; or
 (ii)
    
    The average of the weekly high and low of the closing prices of the related shares quoted
on a stock exchange in India during the two weeks preceding the relevant date.
  Foreign Direct Investment
  79




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Investment by Non-Resident Indians
   FEMA 20/2000-RB dated May 3, 2000
  Investment by Foreign Institutional Investors
  Ownership Restrictions
  Overseas investment  Liberalization
 
    
    Regulation 6 of the Notification No.FEMA.120/RB-2004 dated July 7, 2004 to read with
Circular No. 42 dated May 12, 2005 and dated Sep 26, 2007 of Reserve Bank of India in
terms of which an Indian entity was permitted to invest up to 400 per cent of their net
worth in overseas Joint Ventures and/or Wholly Owned Subsidiaries (JV/WOS) in any
bonafide business activity under automatic route.
 
    
    It was further clarified by the Reserve Bank of India that the ceiling is not
applicable to the investments made out of balances held in EEFC accounts and out of the
proceeds of ADR / GDR issue, as hitherto. This enables Authorized Dealers to allow
remittances under automatic route up to 400 per cent of the net worth as
on the date of the last audited balance sheet of the investing companies, after
considering the proposals received from such companies.
 80




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##### Table of Contents



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.
   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%.
 81




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##### Table of Contents




    
    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 15%. An additional tax called Securities Transaction Tax, or
STT (described in detail below will be levied at the time of settlement.
        Securities Transaction Tax:
 Withholding Tax on Capital Gains
 82




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##### Table of Contents



Buy-back of Securities
 Stamp Duty and Transfer Tax
 Wealth Tax
 Gift Tax and Estate Duty
 Service Tax
  Material United States Federal Tax Consequences
    83




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##### Table of Contents



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
    Sale or Exchange of Equity Shares or ADSs
 Estate Taxes
 84




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##### Table of Contents



Backup Withholding Tax and
Information Reporting
 Passive Foreign Investment Company
 
    
    75% or more of its gross income for the taxable year is passive income; or
    
    on average for the taxable year by value, or, if it is not a publicly traded
corporation and so elects, by adjusted basis, if 50% or more of its assets produce or
are held for the production of passive income.
  
    
    pay an interest charge together with tax calculated at an ordinary income rates on
excess distributions, as the term is defined in relevant provisions of U.S. tax laws,
and on any gain on a sale or other disposition of equity shares;
    
    if an election is made, 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, NE
Washington D.C, 20549
    
    Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
  www.sec.gov
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
  General
 85




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Risk Management Procedures
  Components of Market Risk
         86




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##### Table of Contents



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
 Disclosure controls and procedures.
  MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    87




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88




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control -
Integrated Framework
    Internal Control -
Integrated Framework
  
 89




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##### Table of Contents



Change in internal controls over financial reporting.
  Compliance with the New York Stock Exchange Corporate Governance Rules
   
 Item 16 A. Audit Committee Financial Expert
   
 Item 16 B. Code of Ethics
 www.wipro.com
 www.wipro.com
 www.wipro.com
 
 Item 16 C. Principal Accountant Fees and Services
   90




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Year ended March 31,2007
    
    
    2008
    
    
    2009Audit fees
    
    Rs.
    48.20
    
    
    Rs.
    62.21
    
    
    Rs.
    74.69Audit related fees
    
    
    
    
    
    
    6.07
    
    
    
    Tax fees
    
    
    18.69
    
    
    
    14.12
    
    
    
    37.25All other fees
    
    
    2.04
    
    
    
    2.20
    
    
    
    3.36Total
    
    Rs.
    68.93
    
    
    Rs.
    84.60
    
    
    Rs.
    115.30
 Audit services 
 Audit related fees 
 Tax services
  
 Item 16 D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16 F. Changes in registrants Certifying Accountant
  
 Item 16 G. Corporate Governance
  
 Part III
 
 Item 17. Financial Statements
  91




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Item 18. Financial Statements
 CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 REPORT OF AUDIT COMMITTEE
   Bangalore, India
    
    N. Vaghul
    
    P. M. Sinha
    
    B. C. PrabhakarMay 15, 2009
    
    Chairman
    
    Member
    
    Member
 92




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REPORT OF MANAGEMENT
      Azim H. PremjiChairman and Chief Executive OfficerS.C. SenapatyChief Financial Officer and Director
   93




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
  94




---



##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
 As of March 31,2008
    
    
    2009
    
    
    2009Conveniencetranslationinto US$(Unaudited)ASSETSCurrent assets:Cash and cash equivalents (Note 4)
    
    Rs.
    39,270
    
    
    Rs.
    49,117
    
    
    $
    966Short-term investments (Note 8)
    
    
    14,808
    
    
    
    16,180
    
    
    
    318Accounts receivable, net of allowances (Note 5)
    
    
    38,908
    
    
    
    46,217
    
    
    
    909Unbilled revenue
    
    
    8,305
    
    
    
    13,843
    
    
    
    272Inventories (Note 6)
    
    
    7,172
    
    
    
    8,686
    
    
    
    171Deferred income taxes (Note 21)
    
    
    790
    
    
    
    3,639
    
    
    
    72Other current assets (Note 7)
    
    
    19,092
    
    
    
    27,040
    
    
    
    532Total current assets
    
    
    128,345
    
    
    
    164,722
    
    
    
    3,238Property, plant and equipment, net (Note 9)
    
    
    39,822
    
    
    
    49,862
    
    
    
    980Investments in affiliates (Note 13)
    
    
    1,343
    
    
    
    1,670
    
    
    
    33Investment securities
    
    
    355
    
    
    
    338
    
    
    
    7Deferred income taxes (Note 21)
    
    
    
    
    
    
    169
    
    
    
    3Intangible assets, net (Note 10)
    
    
    12,480
    
    
    
    17,604
    
    
    
    346Goodwill (Note 3,10)
    
    
    38,943
    
    
    
    49,502
    
    
    
    973Other assets (Note 7)
    
    
    3,214
    
    
    
    6,681
    
    
    
    131Total assets
    
    Rs.
    224,502
    
    
    Rs.
    290,548
    
    
    $
    5,712LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings (Note 16)
    
    Rs.
    28,804
    
    
    Rs.
    36,472
    
    
    $
    717Current portion of long-term debt (Note 16)
    
    
    406
    
    
    
    235
    
    
    
    5Current portion of obligations under capital leases (Note 9)
    
    
    323
    
    
    
    504
    
    
    
    10Accounts payable
    
    
    13,082
    
    
    
    18,017
    
    
    
    354Accrued expenses
    
    
    8,110
    
    
    
    14,452
    
    
    
    284Accrued employee costs
    
    
    5,160
    
    
    
    7,035
    
    
    
    138Advances from customers
    
    
    2,136
    
    
    
    3,127
    
    
    
    61Unearned revenue
    
    
    4,162
    
    
    
    6,918
    
    
    
    136Other current liabilities (Note 11)
    
    
    12,519
    
    
    
    26,121
    
    
    
    513Total current liabilities
    
    
    74,702
    
    
    
    112,881
    
    
    
    2,220Long-term debt, excluding current portion (Note 16)
    
    
    14,522
    
    
    
    18,681
    
    
    
    367Obligations under capital leases, excluding current portion (Note
9)
    
    
    701
    
    
    
    914
    
    
    
    18Deferred income taxes (Note 21)
    
    
    2,098
    
    
    
    4,023
    
    
    
    79Other liabilities (Note 11)
    
    
    3,011
    
    
    
    3,632
    
    
    
    71Total liabilities
    
    
    95,034
    
    
    
    140,131
    
    
    
    2,755Minority interest
    
    
    114
    
    
    
    235
    
    
    
    5Stockholders equity:Equity shares at Rs. 2 par value: 1,650,000,000 shares authorized; Issued and
outstanding: 1,461,453,320 and 1,464,980,746 shares as of March 31, 2008 and
2009 (Note 17)
    
    
    2,923
    
    
    
    2,930
    
    
    
    58Additional paid-in capital (Note 22)
    
    
    26,441
    
    
    
    29,025
    
    
    
    571Accumulated other comprehensive loss
    
    
    (1,076
    )
    
    
    (9,873
    )
    
    
    (194
    )Retained earnings (Note 18)
    
    
    101,066
    
    
    
    128,642
    
    
    
    2,529Equity shares held by controlled Trusts: 7,961,760 and 8,930,563 shares as of
March 31, 2008 and 2009 (Note 22)
    
    
    
    
    
    
    (542
    )
    
    
    (11
    )Total stockholders equity
    
    
    129,354
    
    
    
    150,182
    
    
    
    2,952Total liabilities and stockholders equity
    
    Rs.
    224,502
    
    
    Rs.
    290,548
    
    
    $
    5,712
  95




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share and per share data)
 Year ended March 31,2007
    
    
    2008
    
    
    2009
    
    
    2009Conveniencetranslation intoUS$(Unaudited)Revenues:Services
    
    Rs.
    117,819
    
    
    Rs.
    146,170
    
    
    Rs.
    193,924
    
    
    $
    3,787Products
    
    
    31,612
    
    
    
    51,258
    
    
    
    60,640
    
    
    
    1,217Total
    
    
    149,431
    
    
    
    197,428
    
    
    
    254,564
    
    
    
    5,004Cost of revenues:Services
    
    
    (76,488
    )
    
    
    (98,606
    )
    
    
    (129,769
    )
    
    
    (2,527
    )Products
    
    
    (25,980
    )
    
    
    (40,630
    )
    
    
    (48,407
    )
    
    
    (976
    )Total
    
    
    (102,468
    )
    
    
    (139,236
    )
    
    
    (178,176
    )
    
    
    (3,503
    )Gross profit
    
    
    46,963
    
    
    
    58,192
    
    
    
    76,388
    
    
    
    1,502Operating expenses:Selling and marketing expenses
    
    
    (9,173
    )
    
    
    (13,807
    )
    
    
    (17,762
    )
    
    
    (349
    )General and administrative expenses
    
    
    (7,639
    )
    
    
    (10,820
    )
    
    
    (14,696
    )
    
    
    (289
    )Amortization of intangible assets (Note 10)
    
    
    (269
    )
    
    
    (616
    )
    
    
    (1,488
    )
    
    
    (29
    )Foreign exchange gains/(losses), net
    
    
    (197
    )
    
    
    125
    
    
    
    (1,596
    )
    
    
    (31
    )Others, net
    
    
    221
    
    
    
    640
    
    
    
    544
    
    
    
    11Operating income
    
    
    29,906
    
    
    
    33,714
    
    
    
    41,390
    
    
    
    814Other income, net (Note 19)
    
    
    2,628
    
    
    
    2,167
    
    
    
    (1,816
    )
    
    
    (36
    )Equity in earnings of affiliates (Note 13)
    
    
    318
    
    
    
    257
    
    
    
    362
    
    
    
    7Income before income taxes, minority interest and
cumulative effect of change in accounting
principle
    
    
    32,852
    
    
    
    36,138
    
    
    
    39,936
    
    
    
    785Income taxes (Note 21)
    
    
    (3,723
    )
    
    
    (3,873
    )
    
    
    (5,422
    )
    
    
    (107
    )Minority interest
    
    
    
    
    
    
    (24
    )
    
    
    (99
    )
    
    
    (2
    )Income before cumulative effect of change in
accounting principle
    
    
    29,129
    
    
    
    32,241
    
    
    
    34,415
    
    
    
    677Cumulative effect of change in accounting principle
(Note 2)
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    Rs.
    34,415
    
    
    $
    677Earnings per equity share: (Note 23)BasicIncome before cumulative effect of change
in accounting principle
    
    
    20.42
    
    
    
    22.23
    
    
    
    23.67
    
    
    
    0.47Cumulative effect of change in accounting
principle
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    20.45
    
    
    
    22.23
    
    
    
    23.67
    
    
    
    0.47DilutedIncome before cumulative effect of change
in accounting principle
    
    
    20.17
    
    
    
    22.16
    
    
    
    23.63
    
    
    
    0.46Cumulative effect of change in accounting
principle
    
    
    0.03
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    20.20
    
    
    
    22.16
    
    
    
    23.63
    
    
    
    0.46Weighted-average number of equity shares used in
computing earnings per equity share:Basic
    
    
    1,426,709,163
    
    
    
    1,450,604,615
    
    
    
    1,454,010,222Diluted
    
    
    1,444,467,557
    
    
    
    1,454,780,607
    
    
    
    1,456,290,715
  96




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in millions, except share and per share data)
 Additional
    
    
    
    
    
    
    
    
    
    
    Accumulated Other
    
    
    
    
    
    
    Equity Shares held by
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    controlled Trusts
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    
    No. of Shares
    
    
    Amount
    
    
    EquityBalance as of March 31, 2006
    
    
    1,425,754,267
    
    
    Rs.
    2,852
    
    
    Rs.
    16,521
    
    
    Rs.
    (2,202)
    
    
    
    
    
    
    Rs.
    434
    
    
    Rs.
    61,161
    
    
    
    (7,869,060
    )
    
    Rs.
    
    
    
    Rs.
    78,764Cash dividends (Note 17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,382
    )
    
    
    
    
    
    
    
    
    
    
    (16,382
    )Elimination of deferred stock compensation balance on adoption of
SFAS No. 123 (R) (Note 2)
    
    
    
    
    
    
    
    
    
    
    (2,202
    )
    
    
    2,202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39
    )Issuance of equity shares on exercise of options (Note 22)
    
    
    32,095,328
    
    
    
    64
    
    
    
    8,830
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,894Issuance of equity shares on exercise of options through
non-recourse note (Note 22)
    
    
    1,150,055
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity shares forfeited, net of issuance by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,700
    )
    
    
    
    
    
    
    Compensation cost related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    1,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,336Excess income tax benefit related to employees stock incentive
plan
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,169
    
    
    
    
    
    
    
    29,169
    
    
    
    
    
    
    
    
    
    
    
    29,169Other comprehensive income / (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation adjustments (Note 15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on investment securities, net (net of tax effect
of Rs. 25)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on cash flow hedging derivatives, net
(Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )
    
    
    (216
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,953
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustment to initially apply SFAS No. 158 (net of tax effect of
Rs. (18))
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )Balance as of March 31, 2007
    
    
    1,458,999,650
    
    
    Rs.
    2,918
    
    
    Rs.
    24,508
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    94
    
    
    Rs.
    73,948
    
    
    
    (7,961,760
    )
    
    Rs.
    
    
    
    Rs.
    101,468Cash dividends (Note 17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,123
    )
    
    
    
    
    
    
    
    
    
    
    (5,123
    )Issuance of equity shares on exercise of options (Note 22)
    
    
    2,453,670
    
    
    
    5
    
    
    
    687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    692Compensation cost related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    1,076
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,076Gain on sale of long-lived assets to the controlling
shareholder,(net of tax effect of Rs. 52)
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102Excess income tax benefit related to employees stock incentive
plan
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68Comprehensive income
 97




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##### Table of Contents



Additional
    
    
    
    
    
    
    
    
    
    
    Accumulated Other
    
    
    
    
    
    
    Equity Shares held by
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    controlled Trusts
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    
    No. of Shares
    
    
    Amount
    
    
    EquityNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,241
    
    
    
    
    
    
    
    32,241
    
    
    
    
    
    
    
    
    
    
    
    32,241Other comprehensive income / (loss)Translation adjustments (Note 15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized actuarial loss, net [net of tax effect of Rs. (17)
]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss on investment securities, net [net of tax effect
of Rs. (25)]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss on cash flow hedging derivatives, net (Note 14
)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,169
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,170
    )
    
    
    (1,170
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,170
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,071Balance as of March 31, 2008
    
    
    1,461,453,320
    
    
    Rs.
    2,923
    
    
    Rs.
    26,441
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    (1,076)
    
    
    Rs.
    101,066
    
    
    
    (7,961,760
    )
    
    Rs.
    
    
    
    Rs.
    129,354Cash dividend (Note 17)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,839
    )
    
    
    
    
    
    
    
    
    
    
    (6839
    )Issuance of
equity shares to wholly owned trust (Note 17)
    
    
    968,803
    
    
    
    2
    
    
    
    540
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (968,803
    )
    
    
    (542
    )
    
    
    Issuance of equity shares on exercise of options (Note 22)
    
    
    2,558,623
    
    
    
    5
    
    
    
    431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    436Compensation cost related to employee stock incentive plan (Note
22)
    
    
    
    
    
    
    
    
    
    
    1,595
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,595Excess income tax benefit related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Comprehensive income / (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,415
    
    
    
    
    
    
    
    34,415
    
    
    
    
    
    
    
    
    
    
    
    34,415Other comprehensive income / (loss)Translation adjustments (Note 15)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized actuarial gain, net [net
 of tax effect of Rs. 27]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss on investment securities, net (net of tax effect
of Rs. (131)) (Note 8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (260
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss on cash flow hedging derivatives, net (net of
tax effect of Rs. (2,353)) (Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,409
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,797
    )
    
    
    (8,797
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,797
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,618Balance as of March 31, 2009
    
    
    1,464,980,746
    
    
    Rs.
    2,930
    
    
    Rs.
    29,025
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    (9,873)
    
    
    Rs.
    128,642
    
    
    
    (8,930,563
    )
    
    Rs.
    (542
    )
    
    Rs.
    150,182Balance as of March 31, 2009 ($)
    
    
    
    
    
    $
    58
    
    
    $
    571
    
    
    $
    
    
    
    
    
    
    
    $
    (194
    )
    
    $
    2,529
    
    
    
    
    
    
    $
    (11
    )
    
    $
    2,952
  98




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Year ended March 31,2007
    
    
    2008
    
    
    2009
    
    
    2009Conveniencetranslation intoUS$(Unaudited)Cash flows from operating activities:Net income
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    Rs.
    34,415
    
    
    $
    677Adjustments to reconcile net income to net cash provided
by operating activities:Gain on sale of property, plant and equipment
    
    
    (10
    )
    
    
    (20
    )
    
    
    (28
    )
    
    
    (1
    )Cumulative effect of change in accounting principle
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    4,309
    
    
    
    6,067
    
    
    
    8,357
    
    
    
    164Deferred tax expense/(benefit)
    
    
    (29
    )
    
    
    (409
    )
    
    
    (799
    )
    
    
    (16
    )Unrealized exchange (gain) / loss
    
    
    470
    
    
    
    (596
    )
    
    
    6,770
    
    
    
    133Deferred cancellation losses relating to roll-over
cash flow hedges
    
    
    
    
    
    
    
    
    
    
    (11,357
    )
    
    
    (223
    )Cancellation losses relating to net investment in
foreign operations
    
    
    
    
    
    
    
    
    
    
    (839
    )
    
    
    (16
    )Gain on sale of investment securities
    
    
    (549
    )
    
    
    (771
    )
    
    
    (681
    )
    
    
    (13
    )Stock based compensation
    
    
    1,336
    
    
    
    1,076
    
    
    
    1,595
    
    
    
    31Equity in earnings of affiliates
    
    
    (318
    )
    
    
    (257
    )
    
    
    (362
    )
    
    
    (7
    )Minority interest
    
    
    
    
    
    
    24
    
    
    
    99
    
    
    
    2Changes in operating assets and liabilities:Accounts receivable, net of allowances
    
    
    (6,167
    )
    
    
    (7,720
    )
    
    
    (6,460
    )
    
    
    (127
    )Unbilled revenue
    
    
    (760
    )
    
    
    (3,208
    )
    
    
    (5,538
    )
    
    
    (109
    )Inventories
    
    
    (1,060
    )
    
    
    (1,842
    )
    
    
    (1,513
    )
    
    
    (30
    )Other assets
    
    
    (2,152
    )
    
    
    (7,738
    )
    
    
    (4,120
    )
    
    
    (81
    )Accounts payable
    
    
    1,497
    
    
    
    2,211
    
    
    
    3,707
    
    
    
    73Accrued expenses and employee costs
    
    
    893
    
    
    
    4,157
    
    
    
    8,204
    
    
    
    161Advances from customers and unearned revenue
    
    
    1,384
    
    
    
    3,153
    
    
    
    3,604
    
    
    
    71Other liabilities
    
    
    2,188
    
    
    
    (1,773
    )
    
    
    1,778
    
    
    
    35Net cash provided by operating activities
    
    
    30,161
    
    
    
    24,595
    
    
    
    36,832
    
    
    
    724Cash flows from investing activities:Expenditure on property, plant and equipment
    
    
    (11,392
    )
    
    
    (14,674
    )
    
    
    (16,592
    )
    
    
    (326
    )Proceeds from sale of property, plant and equipment
    
    
    149
    
    
    
    479
    
    
    
    358
    
    
    
    7Purchase of investments
    
    
    (123,726
    )
    
    
    (231,684
    )
    
    
    (342,717
    )
    
    
    (6,737
    )Proceeds from sale of investments
    
    
    121,542
    
    
    
    250,013
    
    
    
    341,687
    
    
    
    6,717Investments in interestbearing deposits with corporates
    
    
    (250
    )
    
    
    (500
    )
    
    
    (3,750
    )
    
    
    (74
    )Redemption of interest-bearing deposits with corporates
    
    
    100
    
    
    
    650
    
    
    
    
    
    
    
    Payment for acquisitions, net of cash acquired
    
    
    (7,800
    )
    
    
    (32,789
    )
    
    
    (6,679
    )
    
    
    (131
    )Net cash provided by / (used in) investing activities
    
    
    (21,377
    )
    
    
    (28,505
    )
    
    
    (27,693
    )
    
    
    (544
    )Cash flows from financing activities:Proceeds from issuance of equity shares
    
    
    8,894
    
    
    
    692
    
    
    
    436
    
    
    
    9Proceeds from issuance of equity shares by a subsidiary
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    Proceeds/(repayment) from/of short-term borrowings, net
    
    
    1,825
    
    
    
    21,370
    
    
    
    6,454
    
    
    
    127Repayment of long-term debt and obligation under capital
leases
    
    
    
    
    
    
    (1,081
    )
    
    
    (460
    )
    
    
    (9
    )Proceeds from long-term debt
    
    
    147
    
    
    
    15,087
    
    
    
    425
    
    
    
    8Payment of cash dividends
    
    
    (8,873
    )
    
    
    (5,393
    )
    
    
    (6,829
    )
    
    
    (134
    )Movement in restricted cash relating to cash dividends
    
    
    (7,238
    )
    
    
    
    
    
    
    
    
    
    
    Excess income tax benefit related to employee stock
incentive plan
    
    
    65
    
    
    
    68
    
    
    
    18
    
    
    
    Net cash provided / (used in) financing activities
    
    
    (5,180
    )
    
    
    30,798
    
    
    
    44
    
    
    
    1Net increase in cash and cash equivalents during the year
    
    
    3,604
    
    
    
    26,888
    
    
    
    9,184
    
    
    
    181Effect of exchange rate changes on cash
    
    
    (50
    )
    
    
    (30
    )
    
    
    663
    
    
    
    13Cash and cash equivalents at the beginning of the year
    
    
    8,858
    
    
    
    12,412
    
    
    
    39,270
    
    
    
    773Cash and cash equivalents at the end of the year
    
    Rs.
    12,412
    
    
    Rs.
    39,270
    
    
    Rs.
    49,117
    
    
    $
    966Supplementary information:Cash paid for interest
    
    Rs.
    125
    
    
    Rs.
    1,440
    
    
    Rs.
    2,400
    
    
    $
    47Cash paid
for income taxes
    
    
    4,252
    
    
    
    5,459
    
    
    
    7,798
    
    
    
    153
  99




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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
 Recently adopted accounting pronouncements.
   Level 1

    
    Quoted prices for identical instruments in active markets.Level 2

    
    Quoted prices for similar instruments in active markets; quoted prices for identical
or similar instruments in markets that are not active; and model-derived valuations
whose inputs are observable or whose significant value drivers are observable.Level 3

    
    Significant inputs to the valuation model are unobservable
  Principles of consolidation
 100




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##### Table of Contents



Cash equivalents
 Revenue recognition
 Services.
  Products.
   Multiple Element.
 
    
    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.
 101




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##### Table of Contents



Others
    Warranty costs.
 Shipping and handling costs.
 Inventories
 Investment securities
 Investments in affiliates
 102




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##### Table of Contents



Shares issued by subsidiary/affiliate
 Property, plant and equipment.
 Buildings
    
    
    30 to 60
    yearsPlant and machinery
    
    
    2 to 21
    yearsComputer equipment
    
    
    2 to 6
    yearsFurniture, fixtures and equipment
    
    
    3 to 10
    yearsVehicles
    
    
    4
    yearsComputer software for internal use
    
    
    2 to 6
    years
   Business combinations, goodwill and intangible assets
    Customer-related intangibles
    
    
    2 to 5
    yearsMarketing-related intangibles
    
    
    2 to 30
    yearsTechnology-based intangibles
    
    
    5
    years
 Start-up costs
 Research and development
 103




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##### Table of Contents



Impairment or disposal of long-lived assets
  Earnings per share
 Dividends.
 Income taxes
  Stock-based compensation.
   Derivatives and hedge accounting.
 104




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##### Table of Contents



Reclassifications.
 Recent accounting pronouncements
 SFAS No. 141R. Business
Combinations Business Combinations
 Accounting for Assets Acquired and Liabilities Assumed in a Business Combination
That Arise from Contingencies
 SFAS No. 160. Non-controlling Interests in
Consolidated Financial Statements
 SFAS No. 161. Disclosures about Derivative
Instruments and Hedging Activities  An Amendment of FASB Statement No. 133
 105




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##### Table of Contents



FSP SFAS 142-3 Determination of the Useful
Life of Intangible Assets Goodwill and Other
Intangible Assets
 FSP 132 (R)-1 Employers Disclosures
about Postretirement Benefit Plan Assets Employers Disclosures about Pensions and Other Postretirement Benefits
 3. Acquisitions
 Fiscal 2009
 Citi Technology Services Limited
   Description
    
    Fair valueCash and cash equivalents
    
    Rs.
    1,342Property, plant and equipment
    
    
    403Customer-related intangibles
    
    
    1,948Goodwill
    
    
    3,186Other assets
    
    
    1,150Short-term borrowings and long-term debt
    
    
    (23
    )Deferred income taxes, net
    
    
    (545
    )Other liabilities
    
    
    (1,256
    )Total
    
    Rs.
    6,205
  Others
  106




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##### Table of Contents



Fiscal 2008 and 2007
  Name of entity and effective
    
    
    
    Managements assessment of businessdate of acquisition
    
    Nature of business
    
    rationaleUnza Holdings Limited and
subsidiaries (Unza)
(August 2007)
    
    Manufacturer and marketer of
personal care products
    
    Strengthen the Companys brand
portfolio and market presence in
South East Asia and provide
synergy in terms of access to
common vendors, formulation and
brandsInfocrossing Inc. and
subsidiaries
(Infocrossing)
(September 2007)
    
    IT infrastructure management,
enterprise application and business
process outsourcing services
provider
    
    Broadens the Companys data center
and mainframe capabilities and
strengthens its competitive
positioning in offering
infrastructure management servicesIndia, Middle East and
SAARC operations of 3D
Networks and Planet PSG
(3D Group)
(November 2006)
    
    Business communication solutions
include consulting, voice, data and
converged solutions, and managed
services
    
    Complements the Companys existing
practice capabilities and
differentiates the Company as a
comprehensive IT Solutions
provider across segments.Hydrauto Group AB
(Hydrauto Group)
(November 2006)
    
    Production, marketing and
development of customized hydraulic
cylinders solution
    
    Provides an entry into European
markets, access to customer base
and complementary engineering
skills.Quantech Global Services
LLC and Quantech Global
Services Ltd (Quantech)
(July 2006)
    
    Computer Aided Design and
Engineering services
    
    Strengthens Companys presence in
the mechanical engineering design
and analysis services sector.RetailBox BV and
subsidiaries (Enabler
Group)
(June 2006)
    
    Software development services,
implementation and support of IS
systems for retail industry.
    
    Expansion of the Companys range
of IT solution services (including
Oracle retail implementation,
digital supply chain, business
optimization and integration.) and
expand domain expertise.Saraware Oy (Saraware)
(June 2006)
    
    Providing design and engineering
services to telecom industry.
    
    Expansion of presence in the
engineering services space in
Finland and the Nordic region.Business of North-West
Switchgear Limited (North
West)
(May 2006)
    
    Manufacturer and distributor of
switches, sockets and miniature
circuit breakers
    
    Expansion of the presence in
electrical product segmentcMango Inc and subsidiaries
(cMango Group)
(April 2006)
    
    Business management service solutions
    
    Expansion of operations in the
Business Management Services
sector and access to customers in
the Business Management services
sector.
  Purchaseconsideration
    
    
    
    
    
    
    Deferredincluding
    
    
    
    
    
    
    tax
    
    
    IntangibleName of entity
    
    earn-outs
    
    
    Net assets
    
    
    liabilities
    
    
    assets
    
    
    GoodwillUnza
    
    Rs.
    10,254
    
    
    Rs.
    (514
    )
    
    Rs.
    (812
    )
    
    Rs.
    4,720
    
    
    Rs.
    6,860Infocrossing
    
    
    17,640
    
    
    
    (5,684
    )
    
    
    (2,395
    )
    
    
    7,618
    
    
    
    18,1013D Group
    
    
    1,276
    
    
    
    508
    
    
    
    (46
    )
    
    
    72
    
    
    
    742Hydrauto
Group
    
    
    1,412
    
    
    
    498
    
    
    
    (123
    )
    
    
    136
    
    
    
    901Quantech
    
    
    281
    
    
    
    (230
    )
    
    
    (16
    )
    
    
    46
    
    
    
    481Enabler Group
    
    
    2,968
    
    
    
    389
    
    
    
    (104
    )
    
    
    284
    
    
    
    2,399Saraware
    
    
    1,326
    
    
    
    187
    
    
    
    (89
    )
    
    
    338
    
    
    
    890North-West
    
    
    1,132
    
    
    
    34
    
    
    
    
    
    
    
    1,098
    
    
    
    cMango Group
    
    
    884
    
    
    
    (23
    )
    
    
    (46
    )
    
    
    78
    
    
    
    875Total
    
    Rs.
    37,173
    
    
    Rs.
    (4,835
    )
    
    Rs.
    (3,631
    )
    
    Rs.
    14,390
    
    
    Rs.
    31,249
 107




---



##### Table of Contents



Description
    
    Infocrossing
    
    
    UnzaCash and cash equivalents
    
    Rs.
    775
    
    
    Rs.
    619Property, plant and equipment
    
    
    2,038
    
    
    
    1,310Customer-related intangibles
    
    
    7,618
    
    
    
    1,318Marketing-related intangibles
    
    
    
    
    
    
    3,402Goodwill
    
    
    18,101
    
    
    
    6,860Other assets
    
    
    1,987
    
    
    
    2,275Short-term borrowings and long-term debt
    
    
    (5,326
    )
    
    
    (2,747
    )Deferred income taxes, net
    
    
    (2,395
    )
    
    
    (812
    )Other liabilities
    
    
    (5,158
    )
    
    
    (1,971
    )Total
    
    Rs.
    17,640
    
    
    Rs.
    10,254
  Infocrossing
    
    
    UnzaIntangible assets with determinable livesMarketing-related intangibles
    
    Rs.
    
    
    
    Rs.
    1,250Customer-related intangibles
    
    
    7,618
    
    
    
    1,318Total
    
    Rs.
    7,618
    
    
    Rs.
    2,568Intangible assets with indefinite livesMarketing-related intangibles
    
    Rs.
    
    
    
    Rs.
    2,152Total
    
    Rs.
    
    
    
    Rs.
    2,152Total intangible assets
    
    Rs.
    7,618
    
    
    Rs.
    4,720
  4. Cash and Cash Equivalents
  5. Accounts Receivable
  Year ended March 31,2007
    
    
    2008
    
    
    2009Balance at the beginning of the year
    
    Rs.
    1,258
    
    
    Rs.
    1,388
    
    
    Rs.
    1,096Additional provision during the year, net of collections
    
    
    280
    
    
    
    289
    
    
    
    939Uncollectable receivables charged against allowance
    
    
    (150
    )
    
    
    (581
    )
    
    
    (116
    )Balance at the end of the year
    
    Rs.
    1,388
    
    
    Rs.
    1,096
    
    
    Rs.
    1,919
 108




---



##### Table of Contents



6. Inventories
  As of March 31,2008
    
    
    2009Stores and spare parts
    
    Rs.
    455
    
    
    Rs.
    691Raw materials and components
    
    
    2,950
    
    
    
    2,668Work-in-process
    
    
    1,078
    
    
    
    694Finished goods
    
    
    2,689
    
    
    
    4,633Rs.
    7,172
    
    
    Rs.
    8,686
 7. Other Assets
  As of March 31,2008
    
    
    2009Prepaid expenses
    
    Rs.
    2,800
    
    
    Rs.
    3,509Prepaid rentals for leasehold land
    
    
    645
    
    
    
    1,293Due from officers and employees
    
    
    1,503
    
    
    
    1,359Advances to suppliers
    
    
    1,373
    
    
    
    753Balances with statutory authorities
    
    
    548
    
    
    
    854Deposits
    
    
    1,889
    
    
    
    2,274Interest-bearing deposits with corporate(1)
    
    
    500
    
    
    
    4,250Advance income taxes
    
    
    6,990
    
    
    
    9,933Deferred contract costs
    
    
    2,864
    
    
    
    2,524Derivative asset
    
    
    1,002
    
    
    
    1,165Others
    
    
    2,192
    
    
    
    5,80722,306
    
    
    
    33,721Less: Current assets
    
    
    (19,092
    )
    
    
    (27,040
    )Rs.
    3,214
    
    
    Rs.
    6,681
 
 (1)
    
    Such deposits earn a fixed rate of interest and will be liquidated within 12 months. Sales-type leases
   As of March 31,2008
    
    
    2009Gross finance receivables
    
    Rs.
    323
    
    
    Rs.
    4,017Unguaranteed residual value
    
    
    84
    
    
    
    172Unearned income
    
    
    (79
    )
    
    
    (765
    )Net investment in finance receivables
    
    Rs.
    328
    
    
    Rs.
    3,424
  Year ending March 31,
    
    Amount2010
    
    Rs.
    1,0242011
    
    
    8402012
    
    
    1,0222013
    
    
    8812014
    
    
    250Total
    
    Rs.
    4,017
 109




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##### Table of Contents



8. Investments Securities
  As of March 31, 2008
    
    
    As of March 31, 2009Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    GrossCarrying
    
    
    Unrealized
    
    
    Unrealized
    
    
    
    
    
    
    Carrying
    
    
    Unrealized
    
    
    UnrealizedValue
    
    
    Gains
    
    
    Loss
    
    
    Fair Value
    
    
    Value
    
    
    Gains
    
    
    Loss
    
    
    Fair ValueAvailable-for-sale:Investment in
liquid and
short-term mutual
funds
    
    Rs.
    14,317
    
    
    Rs.
    491
    
    
    Rs.
    
    
    
    Rs.
    14,808
    
    
    Rs.
    15,133
    
    
    Rs.
    300
    
    
    Rs.
    (221)
    
    
    Rs.
    15,212Certificate of
deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    947
    
    
    
    21
    
    
    
    
    
    
    
    968Total
    
    Rs.
    14,317
    
    
    Rs.
    491
    
    
    Rs.
    
    
    
    Rs.
    14,808
    
    
    Rs.
    16,080
    
    
    Rs.
    321
    
    
    Rs.
    (221)
    
    
    Rs.
    16,180
  9. Property, Plant and Equipment
  As of March 31,2008
    
    
    2009Land
    
    Rs.
    2,127
    
    
    Rs.
    2,775Buildings
    
    
    9,679
    
    
    
    15,275Plant and machinery
    
    
    13,327
    
    
    
    21,522Furniture, fixtures and equipment
    
    
    6,853
    
    
    
    7,785Computer equipment
    
    
    10,518
    
    
    
    12,621Vehicles
    
    
    2,417
    
    
    
    2,715Computer software for internal use
    
    
    2,916
    
    
    
    3,773Capital work-in-progress
    
    
    13,544
    
    
    
    13,05261,381
    
    
    
    79,518Accumulated depreciation and amortization
    
    
    (21,559
    )
    
    
    (29,656
    )Rs.
    39,822
    
    
    Rs.
    49,862
   As of March 31,2008
    
    
    2009Plant and
machinery
    
    Rs.
    201
    
    
    Rs.
    307Software
    
    
    
    
    
    
    32Furniture, fixtures and equipment
    
    
    
    
    
    
    2Computer
equipment
    
    
    2,045
    
    
    
    2,4922,246
    
    
    
    2,833Accumulated depreciation and
amortization
    
    
    (1,145
    )
    
    
    (1,769
    )Rs.
    1,101
    
    
    Rs.
    1,064
  110




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##### Table of Contents



Year ending March 31,
    
    Amount2010
    
    Rs.
    5472011
    
    
    4042012
    
    
    2772013
    
    
    2282014
    
    
    135Thereafter
    
    
    70Total minimum lease payments
    
    
    1,661Less: Amount representing interest
    
    
    (243
    )Present value of net minimum lease payments
    
    Rs.
    1,418Less: Current portion of obligation under capital leases
    
    
    (504
    )Obligations under capital leases, excluding current portion
    
    Rs.
    914
 10. Goodwill and Other Intangible Assets
  As of March 31,2008
    
    
    2009Gross
    
    
    
    
    
    
    
    
    
    Grosscarrying
    
    
    Accumulated
    
    
    
    
    
    
    carrying
    
    
    Accumulatedamount
    
    
    Amortization
    
    
    Net
    
    
    amount
    
    
    Amortization
    
    
    NetTechnology-based
intangibles
    
    Rs.
    130
    
    
    Rs.
    103
    
    
    Rs.
    27
    
    
    Rs.
    130
    
    
    Rs.
    127
    
    
    Rs.
    3Customer-related
intangibles
    
    
    4,585
    
    
    
    1,518
    
    
    
    3,067
    
    
    
    13,175
    
    
    
    2,758
    
    
    
    10,417Marketing-related
intangibles*
    
    
    9,172
    
    
    
    190
    
    
    
    8,982
    
    
    
    4,882
    
    
    
    461
    
    
    
    4,421Effect of
translation
adjustment
    
    
    464
    
    
    
    60
    
    
    
    404
    
    
    
    3,371
    
    
    
    608
    
    
    
    2,763Rs.
    14,351
    
    
    Rs.
    1,871
    
    
    Rs.
    12,480
    
    
    Rs.
    21,558
    
    
    Rs.
    3,954
    
    
    Rs.
    17,604
 
 *
    
    Gross carrying amount for marketing-related intangibles include indefinite life
intangible asset of Rs. 4,873 and 2,152 as of March 31, 2008 and 2009 respectively.   Year ending March 31,
    
    Amount2010
    
    Rs.
    1,5242011
    
    
    1,3902012
    
    
    1,2672013
    
    
    1,2422014
    
    
    1,229Total
    
    Rs.
    6,652
  Year ended March 31,2008
    
    
    2009Balance at the beginning of the year
    
    Rs.
    12,706
    
    
    Rs.
    38,943Goodwill relating to acquisitions including earn-out payments
(Note 3, 13)
    
    
    26,270
    
    
    
    4,831Adjustment relating to finalization of purchase price allocation
    
    
    (215
    )
    
    
    (635
    )Tax benefit allocated to goodwill
    
    
    (51
    )
    
    
    Effect of translation adjustments
    
    
    233
    
    
    
    6,363Balance at the end of the year
    
    Rs.
    38,943
    
    
    Rs.
    49,502
 111




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##### Table of Contents



As of March 31,Segment
    
    2008
    
    
    2009IT Services
    
    Rs.
    32,672
    
    
    Rs.
    39,724IT Products
    
    
    278
    
    
    
    581Consumer Care and Lighting
    
    
    4,641
    
    
    
    7,933Others
    
    
    1,352
    
    
    
    1,264Total
    
    Rs.
    38,943
    
    
    Rs.
    49,502
 11. Other Liabilities
  As of March 31,2008
    
    
    2009Income taxes payable
    
    Rs.
    3,617
    
    
    Rs.
    5,852Statutory dues and other taxes payable
    
    
    5,663
    
    
    
    8,370Warranty obligations
    
    
    924
    
    
    
    969Derivative liability
    
    
    2,571
    
    
    
    12,024Liability for retirement benefits
    
    
    479
    
    
    
    652Others
    
    
    2,276
    
    
    
    1,88615,530
    
    
    
    29,753Less: Current liabilities
    
    
    12,519
    
    
    
    26,121Rs.
    3,011
    
    
    Rs.
    3,632
  Year ended March 31,2007
    
    
    2008
    
    
    2009Balance at the beginning of the year
    
    Rs.
    665
    
    
    Rs.
    742
    
    
    Rs.
    924Additional provision during the year
    
    
    827
    
    
    
    1,016
    
    
    
    683Reduction due to payments
    
    
    (750
    )
    
    
    (834
    )
    
    
    (638
    )Balance at the end of the year
    
    Rs.
    742
    
    
    Rs.
    924
    
    
    Rs.
    969
 12. Operating Leases
   Year ending March 31,
    
    Amount2010
    
    Rs.
    1,0642011
    
    
    1,0182012
    
    
    1,0022013
    
    
    8202014
    
    
    830Thereafter
    
    
    3,168Total
    
    Rs.
    7,902
  13. Investments in Affiliates
 Wipro GE Medical Systems (Wipro GE)
  112




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##### Table of Contents



14. Financial Instruments and Concentration of Risk
 Concentration of risk
 Derivative financial instruments
  As of March 31,2008
    
    2009Forward contractsSell
    
    $
    2,775
    
    
    $
    1,374
    105
    
    
    
    79£
    61
    
    
    £
    53Buy
    
    $
    435
    
    
    $
    438¥
    7,580
    
    
    ¥
    23,170Net purchased options (to sell)
    
    $
    641
    
    
    $
    562
    24
    
    
    
    £
    84
    
    
    £
    54¥
    7,682
    
    
    ¥
    6,130Cross-currency interest rate swap
    
    ¥
    
    
    
    ¥
    35,016
  113




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##### Table of Contents



As of March 31,2007
    
    
    2008
    
    
    2009Balance as at the beginning of the year
    
    Rs.
    202
    
    
    Rs.
    72
    
    
    Rs.
    (1,097
    )Net (gain)/loss reclassified into net income on occurrence of hedged
transactions
    
    
    (202
    )
    
    
    (72
    )
    
    
    1,019Deferred cancellation losses relating to roll-over hedging
    
    
    
    
    
    
    
    
    
    
    (11,357
    )Changes in fair value of effective portion of outstanding derivatives
    
    
    72
    
    
    
    (1,097
    )
    
    
    (5,424
    )Unrealized gain/ (loss) on cash flow hedging derivatives, net
    
    
    (130
    )
    
    
    (1,169
    )
    
    
    (15,762
    )Balance as at the end of the year
    
    Rs.
    72
    
    
    Rs.
    (1,097
    )
    
    Rs.
    (16,859
    )
  15. Accumulated Other Comprehensive Income
  Year ended March 31,2007
    
    
    2008
    
    
    2009Balance at the beginning of the period
    
    Rs.
    (89
    )
    
    Rs.
    (220
    )
    
    Rs.
    (110
    )Translation adjustments
    
    
    (131
    )
    
    
    605
    
    
    
    9,181Movement in effective portion of
hedges of net investment in foreign
operations
    
    
    
    
    
    
    (495
    )
    
    
    (4,410
    )Balance at the end of the period
    
    Rs.
    (220
    )
    
    Rs.
    (110
    )
    
    Rs.
    4,661
 16. Debt
    As of March 31, 2008
    
    
    As of March 31, 2009Foreign
    
    
    Indian
    
    
    Foreign
    
    
    Indian
    
    
    
    
    
    
    FinalCurrency
    
    currency
    
    
    Rupee
    
    
    currency
    
    
    Rupee
    
    
    Interest rate
    
    
    maturityUnsecured external
commercial borrowingJapanese Yen
    
    
    35,016
    
    
    Rs.
    14,070
    
    
    
    35,016
    
    
    Rs.
    18,052
    
    
    
    3.56
    %
    
    
    2013Unsecured term loanIndian Rupee
    
    
    NA
    
    
    
    245
    
    
    
    NA
    
    
    
    631
    
    
    
    6.05
    %
    
    
    2014
 114




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##### Table of Contents



As of March 31, 2008
    
    
    As of March 31, 2009Foreign
    
    
    Indian
    
    
    Foreign
    
    
    Indian
    
    
    
    
    
    
    FinalCurrency
    
    currency
    
    
    Rupee
    
    
    currency
    
    
    Rupee
    
    
    Interest rate
    
    
    maturityEuro
    
    
    3
    
    
    
    186
    
    
    
    0.05
    
    
    
    3
    
    
    
    3.70
    %
    
    
    2010Secured term loanSwedish Krona
    
    
    63
    
    
    
    427
    
    
    
    37
    
    
    
    230
    
    
    
    2.25
    %
    
    
    201314,928
    
    
    
    
    
    
    
    18,916Less: Current portion
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    235Long term debt, less
current portion
    
    
    
    
    
    Rs.
    14,522
    
    
    
    
    
    
    Rs.
    18,681
   Year ending March 31,
    
    Amount2010
    
    Rs.
    2352011
    
    
    2272012
    
    
    1842013
    
    
    18,2102014
    
    
    60Total
    
    Rs.
    18,916
    17. Equity Shares and Dividends
     18. Retained Earnings
  115




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##### Table of Contents



19. Other Income, Net
  Year ended March 31,2007
    
    
    2008
    
    
    2009Interest income
    
    Rs.
    683
    
    
    Rs.
    1,505
    
    
    Rs.
    1,930Interest expense
    
    
    (261
    )
    
    
    (1,064
    )
    
    
    (2,332
    )Dividend income
    
    
    1,686
    
    
    
    1,428
    
    
    
    2,265Gain on sale of investment securities
    
    
    549
    
    
    
    771
    
    
    
    681Foreign exchange loss, net
    
    
    (39
    )
    
    
    (496
    )
    
    
    (4,535
    )Others
    
    
    10
    
    
    
    23
    
    
    
    175Rs.
    2,628
    
    
    Rs.
    2,167
    
    
    Rs.
    (1,816
    )
   20. Shipping and Handling Costs
  21. Income Taxes
  Year ended March 31,2007
    
    
    2008
    
    
    2009Income from continuing operations
    
    Rs.
    3,723
    
    
    Rs.
    3,873
    
    
    Rs.
    5,422Stockholders equity for:Income tax benefits relating to employee stock incentive
plans
    
    
    (65
    )
    
    
    (68
    )
    
    
    (18
    )Gain on sale of long-lived asset to the controlling
shareholder
    
    
    
    
    
    
    52
    
    
    
    Adjustments to initially apply SFAS No. 158
    
    
    (18
    )
    
    
    
    
    
    
    Unrecognized actuarial (gain)/loss, net
    
    
    
    
    
    
    (17
    )
    
    
    27Unrealized gains / (loss) on investment securities, net
    
    
    25
    
    
    
    (25
    )
    
    
    (131
    )Unrealized gain / (loss) on cash flow hedging derivatives
    
    
    
    
    
    
    
    
    
    
    (2,353
    )Tax benefit allocated to goodwill
    
    
    (14
    )
    
    
    (51
    )
    
    
    Total income taxes
    
    Rs.
    3,651
    
    
    Rs.
    3,764
    
    
    Rs.
    2,947
  Year ended March 31,2007
    
    
    2008
    
    
    2009Current taxesDomestic
    
    Rs.
    1,575
    
    
    Rs.
    2,641
    
    
    Rs.
    3,683Foreign
    
    
    2,177
    
    
    
    1,641
    
    
    
    2,538Rs.
    3,752
    
    
    Rs.
    4,282
    
    
    Rs.
    6,221Deferred taxesDomestic
    
    
    (1
    )
    
    
    (319
    )
    
    
    (291
    )Foreign
    
    
    (28
    )
    
    
    (90
    )
    
    
    (508
    )(29
    )
    
    
    (409
    )
    
    
    (799
    )Total income tax expense
    
    Rs.
    3,723
    
    
    Rs.
    3,873
    
    
    Rs.
    5,422
 116




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##### Table of Contents



Year ended March 31,2007
    
    
    2008
    
    
    2009Income before taxes and minority interest
    
    Rs.
    32,852
    
    
    Rs.
    36,138
    
    
    Rs.
    39,936Enacted income tax rate in India
    
    
    33.66
    %
    
    
    33.99
    %
    
    
    33.99
    %Computed expected tax expense
    
    
    11,058
    
    
    
    12,283
    
    
    
    13,574Effect of:Income exempt from tax
    
    
    (7,948
    )
    
    
    (8,450
    )
    
    
    (10,368
    )Basis differences that will reverse during a tax holiday period
    
    
    526
    
    
    
    (21
    )
    
    
    350Income taxed at higher/ (lower) rates
    
    
    125
    
    
    
    (50
    )
    
    
    (229
    )Income taxes relating to prior years
    
    
    (702
    )
    
    
    (530
    )
    
    
    (369
    )Effect of change in tax rates
    
    
    
    
    
    
    5
    
    
    
    Changes in valuation allowances
    
    
    7
    
    
    
    138
    
    
    
    314Expenses disallowed for tax purposes
    
    
    647
    
    
    
    481
    
    
    
    2150Others, net
    
    
    10
    
    
    
    17
    
    
    
    Total income tax expense
    
    Rs.
    3,723
    
    
    Rs.
    3,873
    
    
    Rs   5,422
    As of March 31,2008
    
    
    2009Deferred tax assetsAllowance for doubtful accounts
    
    Rs.
    193
    
    
    Rs.
    260Accrued expenses and liabilities
    
    
    553
    
    
    
    766Carry-forward business losses
    
    
    2,224
    
    
    
    2,790Minimum alternate tax
    
    
    126
    
    
    
    126Loss on hedging derivatives
    
    
    
    
    
    
    2,353Deferred income
    
    
    309
    
    
    
    420Others
    
    
    35
    
    
    
    7Total gross deferred tax assets
    
    
    3,440
    
    
    
    6,722Less: valuation allowance
    
    
    (619
    )
    
    
    (932
    )Net deferred tax assets
    
    Rs.
    2,821
    
    
    Rs.
    5,790Deferred tax liabilitiesProperty, plant and equipment
    
    Rs.
    419
    
    
    Rs.
    533Intangible assets
    
    
    2,760
    
    
    
    4,464Amortizable
tax goodwill
    
    
    472
    
    
    
    527Unrealized gains on investments securities
    
    
    175
    
    
    
    42Investment
in affiliates
    
    
    246
    
    
    
    320Others
    
    
    57
    
    
    
    119Total gross deferred tax liabilities
    
    Rs.
    4,129
    
    
    Rs.
    6,005Net deferred tax assets / (liabilities)
    
    Rs.
    (1,308
    )
    
    Rs.
    (215)
 117




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##### Table of Contents



Year ended March 31,Particulars
    
    2008
    
    
    2009Beginning balance
    
    Rs.
    3,378
    
    
    Rs.
    4,431Increases related to current year tax positions
    
    
    1,442
    
    
    
    1,042Increases related to prior year tax positions
    
    
    135
    
    
    
    1,387Decreases related to prior year tax positions
    
    
    (253
    )
    
    
    (541
    )Reductions related to lapsing of statutes of limitation
    
    
    (162
    )
    
    
    (144
    )Impact of foreign currency translation
    
    
    (109
    )
    
    
    199Ending balance
    
    Rs.
    4,431
    
    
    Rs.
    6,374
  118




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##### Table of Contents



Jurisdiction
    
    Open tax yearsIndia
    
    2004-05 to 2008-09United States  federal taxes
    
    2004-05 to 2008-09United States  state taxes
    
    2002-03 to 2008-09United Kingdom
    
    2002-03 to 2008-09Japan
    
    2002-03 to 2008-09Canada
    
    2000-01 to 2008-09
 22. Employee Stock Incentive Plans
 Wipro Equity Reward Trust (WERT).
  Year ended March 31,2007
    
    2008
    
    2009Shares held at the beginning of the year
    
    
    7,869,060
    
    
    
    7,961,760
    
    
    
    7,961,760Shares granted to employees
    
    
    
    
    
    
    
    
    
    
    Grants forfeited by employees
    
    
    92,700
    
    
    
    
    
    
    
    Shares held at the end of the year
    
    
    7,961,760
    
    
    
    7,961,760
    
    
    
    7,961,760
 Wipro Employee Stock Option plan and Restricted Stock Unit Option Plan.
 Range of ExerciseName of Plan
    
    Authorized Shares
    
    PricesWipro Employee Stock Option Plan 1999 (1999 Plan)
    
    
    30,000,000
    
    
    Rs.
    171  490Wipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs.
    171  490Stock Option Plan (2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    3  7Wipro
Restricted Stock Unit Plan (WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro ADS Restricted Stock Unit Option Plan
(WARSUP 2004 plan)
    
    
    12,000,000
    
    
    $
    0.04Wipro employee Restricted Stock Unit Option Plan
2005 (WSRUP 2005 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro employee Restricted Stock Unit Option Plan
2007 (WSRUP 2007 plan)
    
    
    10,000,000
    
    
    Rs.
    2
 119




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##### Table of Contents



Year ended March 31,2007
    
    
    2008
    
    
    2009Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageRange of
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseExercise Prices
    
    
    Number
    
    
    Price
    
    
    Number
    
    
    Price
    
    
    Number
    
    
    PriceOutstanding at the
    
    Rs.
    171  490
    
    
    
    34,317,113
    
    
    Rs.
    310
    
    
    
    2,955,319
    
    
    Rs.
    333
    
    
    
    1,219,926
    
    
    Rs.
    264beginning of the
year
    
    $
    3  7
    
    
    
    1,447,742
    
    
    $
    6
    
    
    
    556,089
    
    
    $
    6
    
    
    
    8,706
    
    
    $
    5Rs.
    2
    
    
    
    7,598,174
    
    
    Rs.
    2
    
    
    
    10,946,864
    
    
    Rs.
    2
    
    
    
    9,700,163
    
    
    Rs.
    2$
    0.04
    
    
    
    1,000,720
    
    
    $
    0.04
    
    
    
    1,551,330
    
    
    $
    0.04
    
    
    
    1,885,236
    
    
    $
    0.04Granted
    
    Rs.
    171  490
    
    
    
    
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    
    
    
    
    120,000
    
    
    Rs.
    489$
    3  7
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Rs.
    2
    
    
    
    6,132,636
    
    
    Rs.
    2
    
    
    
    81,300
    
    
    Rs.
    2
    
    
    
    6,882,415
    
    
    Rs.
    2$
    0.04
    
    
    
    918,130
    
    
    $
    0.04
    
    
    
    665,386
    
    
    $
    0.04
    
    
    
    1,484,261
    
    
    $
    0.04Exercised
    
    Rs.
    171  490
    
    
    
    (30,120,192
    )
    
    Rs.
    308
    
    
    
    (1,211,880
    )
    
    Rs.
    374
    
    
    
    345,099
    
    
    Rs.
    263$
    3  7
    
    
    
    (891,653
    )
    
    $
    6
    
    
    
    (500,199
    )
    
    $
    6
    
    
    
    4,400
    
    
    $
    4.7Rs.
    2
    
    
    
    (2,036,918
    )
    
    Rs.
    2
    
    
    
    (574,051
    )
    
    Rs.
    2
    
    
    
    1,762,283
    
    
    Rs.
    2$
    0.04
    
    
    
    (196,620
    )
    
    $
    0.04
    
    
    
    (167,540
    )
    
    $
    0.04
    
    
    
    446,841
    
    
    $
    0.04Forfeited and lapsed
    
    Rs.
    171  490
    
    
    
    (1,241,602
    )
    
    Rs.
    283
    
    
    
    (523,513
    )
    
    Rs.
    400
    
    
    
    873,687
    
    
    Rs.
    264$
    3  7
    
    
    
    
    
    
    $
    
    
    
    
    (47,184
    )
    
    $
    7
    
    
    
    2,700
    
    
    $
    5.82Rs.
    2
    
    
    
    (747,028
    )
    
    Rs.
    2
    
    
    
    (753,950
    )
    
    Rs.
    2
    
    
    
    1,020,710
    
    
    Rs.
    2$
    0.04
    
    
    
    (170,900
    )
    
    $
    0.04
    
    
    
    (163,940
    )
    
    $
    0.04
    
    
    
    452,015
    
    
    $
    0.04Outstanding at the
    
    Rs.
    171  490
    
    
    
    2,955,319
    
    
    Rs.
    333
    
    
    
    1,219,926
    
    
    Rs.
    264
    
    
    
    121,140
    
    
    Rs.
    487end of the year
    
    $
    3  7
    
    
    
    556,089
    
    
    $
    6
    
    
    
    8,706
    
    
    $
    5
    
    
    
    1,606
    
    
    $
    4.7Rs.
    2
    
    
    
    10,946,864
    
    
    Rs.
    2
    
    
    
    9,700,163
    
    
    Rs.
    2
    
    
    
    13,799,585
    
    
    Rs.
    2$
    0.04
    
    
    
    1,551,330
    
    
    $
    0.04
    
    
    
    1,885,236
    
    
    $
    0.04
    
    
    
    2,470,641
    
    
    $
    0.04
  Options Outstanding
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Life
    
    Exercise
    
    
    
    
    
    Life
    
    ExerciseExercise Prices
    
    Numbers
    
    (Months)
    
    Price
    
    Numbers
    
    (Months)
    
    PriceRs. 171  490
    
    
    121,140
    
    
    
    63.4
    
    
    Rs.
    487
    
    
    
    1,140
    
    
    
    2.93
    
    
    
    254$            3  7
    
    
    1,606
    
    
    
    11.9
    
    
    $
    4.70
    
    
    
    1,606
    
    
    
    11.9
    
    
    
    4.70Rs               2
    
    
    13,799,585
    
    
    
    44
    
    
    Rs.
    2
    
    
    
    2,975,987
    
    
    
    26
    
    
    
    2$             0.04
    
    
    2,470,641
    
    
    
    51
    
    
    $
    0.04
    
    
    
    208,412
    
    
    
    27
    
    
    $
    0.04
    120




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##### Table of Contents



Year ended March 31,2009Expected term
    
    
    5  7 yearsRisk free interest rates
    
    
    7.36  7.42Volatility
    
    
    35.81  36.21Dividend yield
    
    
    
  Year ended March 31,2007
    
    
    2008
    
    
    2009Cost of revenues
    
    Rs.
    1,044
    
    
    Rs.
    840
    
    
    Rs.
    1,232Selling and marketing expenses
    
    
    169
    
    
    
    137
    
    
    
    197General and administrative expenses
    
    
    123
    
    
    
    99
    
    
    
    166Rs.
    1,336
    
    
    Rs.
    1,076
    
    
    Rs.
    1,595
 Modification of Employee Stock Incentive Plan
   121




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##### Table of Contents



23. Earnings Per Share
  Year ended March 31,2007
    
    
    2008
    
    
    2009EarningsNet income
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    Rs.
    34,415Equity sharesWeighted average number of equity shares outstanding
    
    
    1,426,709,163
    
    
    
    1,450,604,615
    
    
    
    1,454,010,222Effect of dilutive equivalent shares-stock options
    
    
    17,758,394
    
    
    
    4,175,992
    
    
    
    2,280,493Weighted average number of equity shares and
equivalent shares outstanding
    
    
    1,444,467,557
    
    
    
    1,454,780,607
    
    
    
    1,456,290,715
  24. Employee Benefit Plans
 Gratuity
  Obligations and Funded Status
 As of March 31,2008
    
    
    2009Change in the benefit obligationProjected Benefit Obligation (PBO) at the beginning of the year
    
    Rs.
    1,027
    
    
    Rs.
    1,381Service cost
    
    
    258
    
    
    
    347Interest cost
    
    
    89
    
    
    
    146Benefits paid
    
    
    (135
    )
    
    
    (119
    )Actuarial loss/(gain)
    
    
    142
    
    
    
    (89
    )PBO at the end of the year
    
    
    1,381
    
    
    
    1,666Change in plan assetsFair value of plan assets at the beginning of the year
    
    
    727
    
    
    
    1,250Actual return on plan assets
    
    
    104
    
    
    
    112Employer contributions
    
    
    554
    
    
    
    154Benefits paid
    
    
    (135
    )
    
    
    (119
    )Plan assets at the end of the year
    
    
    1,250
    
    
    
    1,397Funded status
    
    
    (131
    )
    
    
    (269
    )
  122




---



##### Table of Contents



Year ended March 31,2008
    
    
    2009Net actuarial loss
    
    Rs.
    217
    
    
    Rs.
    89Net prior service cost
    
    
    
    
    
    
    Net transitional obligation
    
    
    
    
    
    
    Total accumulated other comprehensive income
    
    Rs.
    217
    
    
    Rs.
    89
  Year ended March 31,2007
    
    
    2008
    
    
    2009Service cost
    
    Rs.
    193
    
    
    Rs.
    258
    
    
    Rs.
    347Interest cost
    
    
    55
    
    
    
    89
    
    
    
    146Expected return on assets
    
    
    (42
    )
    
    
    (54
    )
    
    
    (89
    )Amortization of transition liabilities/actuarial loss
    
    
    (4
    )
    
    
    13
    
    
    
    17Adjustments(1)
    
    
    (78
    )
    
    
    
    
    
    
    Net gratuity cost
    
    Rs.
    124
    
    
    Rs.
    306
    
    
    Rs.
    421
 
 (1)
    
    Through 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 78 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.  As of March 31,2008
    
    2009Discount rate
    
    
    9.35
    %
    
    
    8.85
    %Rate of increase in compensation levels
    
    
    7
    %
    
    
    5
    %Rate of return on plan assets
    
    
    7.5
    %
    
    
    8
    %
  Year ended March 31,2007
    
    2008
    
    2009Discount rate
    
    
    8
    %
    
    
    9.6
    %
    
    
    8.85
    %Rate of increase in compensation levels
    
    
    7
    %
    
    
    7
    %
    
    
    5
    %Rate of return on plan assets
    
    
    7
    %
    
    
    7. 5
    %
    
    
    8
    %
   Expected contribution to the fund for the year ending March 31, 2010
    
    Rs.
    764Expected benefit payments from the fund for the year ending March 31:2010
    
    Rs.
    4942011
    
    
    4452012
    
    
    4512013
    
    
    4712014
    
    
    459Thereafter
    
    
    1,645Total
    
    Rs.
    3,965
  Superannuation
 123




---



##### Table of Contents



Provident fund.
  25. Sale of financial assets
  26. Commitments and Contingencies
 Capital commitments
 Other commitments
  Guarantees
 Contingencies and lawsuits
  124




---



##### Table of Contents



27. Segment Information
         Year ended March 31, 2007ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    117,819
    
    
    
    16,990
    
    
    
    134,809
    
    
    
    7,559
    
    
    
    7,063
    
    
    
    
    
    
    
    149,431Exchange rate fluctuations
    
    
    (179
    )
    
    
    (25
    )
    
    
    (204
    )
    
    
    4
    
    
    
    3
    
    
    
    197
    
    
    
    Total revenues
    
    
    117,640
    
    
    
    16,965
    
    
    
    134,605
    
    
    
    7,563
    
    
    
    7,066
    
    
    
    197
    
    
    
    149,431Cost of revenues
    
    
    (76,488
    )
    
    
    (15,325
    )
    
    
    (91,813
    )
    
    
    (4,905
    )
    
    
    (5,748
    )
    
    
    
    
    
    
    (102,468
    )Selling and marketing expenses
    
    
    (6,587
    )
    
    
    (581
    )
    
    
    (7,168
    )
    
    
    (1,483
    )
    
    
    (477
    )
    
    
    (45
    )
    
    
    (9,173
    )General and administrative expenses
    
    
    (6,487
    )
    
    
    (436
    )
    
    
    (6,923
    )
    
    
    (120
    )
    
    
    (501
    )
    
    
    (95
    )
    
    
    (7,639
    )Amortization of intangible assets
    
    
    (244
    )
    
    
    (13
    )
    
    
    (257
    )
    
    
    (5
    )
    
    
    (7
    )
    
    
    
    
    
    
    (269
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (197
    )
    
    
    (197
    )Others, net
    
    
    93
    
    
    
    29
    
    
    
    123
    
    
    
    17
    
    
    
    51
    
    
    
    29
    
    
    
    220
 125




---



##### Table of Contents



Year ended March 31, 2007ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalOperating income of segment (1)
    
    
    27,927
    
    
    
    639
    
    
    
    28,566
    
    
    
    1,067
    
    
    
    384
    
    
    
    (111
    )
    
    
    29,906Total assets of segment
    
    
    
    
    
    
    
    
    
    
    85,905
    
    
    
    4,677
    
    
    
    7,742
    
    
    
    48,443
    
    
    
    146,767Capital employed opening
    
    
    
    
    
    
    
    
    
    
    44,939
    
    
    
    1,310
    
    
    
    2,833
    
    
    
    30,387
    
    
    
    79,469Capital employed closing
    
    
    
    
    
    
    
    
    
    
    59,835
    
    
    
    3,094
    
    
    
    5,659
    
    
    
    36,662
    
    
    
    105,250Average capital employed
    
    
    
    
    
    
    
    
    
    
    52,387
    
    
    
    2,202
    
    
    
    4,246
    
    
    
    33,524
    
    
    
    92,359Return on capital employed
    
    
    
    
    
    
    
    
    
    
    55
    %
    
    
    49
    %
    
    
    
    
    
    
    
    
    
    
    33
    %-Accounts receivable
    
    
    
    
    
    
    
    
    
    
    26,139
    
    
    
    723
    
    
    
    1,221
    
    
    
    
    
    
    
    28,083Cash and cash equivalents and investments
securities
    
    
    
    
    
    
    
    
    
    
    9,902
    
    
    
    358
    
    
    
    251
    
    
    
    34,312
    
    
    
    44,823Depreciation
    
    
    
    
    
    
    
    
    
    
    3,673
    
    
    
    103
    
    
    
    139
    
    
    
    16
    
    
    
    3,931Year ended March 31, 2008ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    
    146,170
    
    
    
    24,545
    
    
    
    170,715
    
    
    
    14,639
    
    
    
    12,074
    
    
    
    
    
    
    
    197,428Exchange rate fluctuations
    
    
    90
    
    
    
    74
    
    
    
    164
    
    
    
    (20
    )
    
    
    (19
    )
    
    
    (125
    )
    
    
    Total revenues
    
    
    146,260
    
    
    
    24,619
    
    
    
    170,879
    
    
    
    14,619
    
    
    
    12,055
    
    
    
    (125
    )
    
    
    197,428Cost of revenues
    
    
    (98,407
    )
    
    
    (22,036
    )
    
    
    (120,443
    )
    
    
    (8,681
    )
    
    
    (9,913
    )
    
    
    (199
    )
    
    
    (139,236
    )Selling and marketing expenses
    
    
    (9,013
    )
    
    
    (852
    )
    
    
    (9,865
    )
    
    
    (3,222
    )
    
    
    (632
    )
    
    
    (88
    )
    
    
    (13,807
    )General and administrative expenses
    
    
    (8,312
    )
    
    
    (894
    )
    
    
    (9,206
    )
    
    
    (816
    )
    
    
    (704
    )
    
    
    (94
    )
    
    
    (10,820
    )Amortization of intangible assets
    
    
    (441
    )
    
    
    (30
    )
    
    
    (471
    )
    
    
    (111
    )
    
    
    (34
    )
    
    
    
    
    
    
    (616
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    125Others, net
    
    
    401
    
    
    
    62
    
    
    
    463
    
    
    
    53
    
    
    
    106
    
    
    
    18
    
    
    
    640Operating income of segment (1)
    
    
    30,488
    
    
    
    869
    
    
    
    31,357
    
    
    
    1,842
    
    
    
    878
    
    
    
    (363
    )
    
    
    33,714Total assets of segment
    
    
    
    
    
    
    
    
    
    
    138,879
    
    
    
    23,137
    
    
    
    16,250
    
    
    
    46,603
    
    
    
    224,869Capital employed opening
    
    
    
    
    
    
    
    
    
    
    59,835
    
    
    
    3,094
    
    
    
    5,659
    
    
    
    36,662
    
    
    
    105,250Capital employed closing
    
    
    
    
    
    
    
    
    
    
    99,673
    
    
    
    19,308
    
    
    
    6,990
    
    
    
    48,219
    
    
    
    174,190Average capital employed
    
    
    
    
    
    
    
    
    
    
    79,754
    
    
    
    11,201
    
    
    
    6,325
    
    
    
    42,440
    
    
    
    139,720Return on capital employed
    
    
    
    
    
    
    
    
    
    
    39
    %
    
    
    16
    %
    
    
    
    
    
    
    
    
    
    
    24
    %Accounts receivable
    
    
    
    
    
    
    
    
    
    
    35,241
    
    
    
    2,246
    
    
    
    1,421
    
    
    
    
    
    
    
    38,908Cash and cash equivalents and investments
securities
    
    
    
    
    
    
    
    
    
    
    22,103
    
    
    
    735
    
    
    
    104
    
    
    
    31,136
    
    
    
    54,078Depreciation
    
    
    
    
    
    
    
    
    
    
    4,818
    
    
    
    198
    
    
    
    308
    
    
    
    19
    
    
    
    5,343Year ended March 31, 2009ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalRevenues
    
    Rs.
    192,635
    
    
    Rs.
    33,519
    
    
    Rs.
    226,154
    
    
    Rs.
    19,302
    
    
    Rs.
    9,108
    
    
    Rs.
    
    
    
    Rs.
    254,564Exchange rate fluctuations
    
    
    (1,442
    )
    
    
    (95
    )
    
    
    (1,537
    )
    
    
    (59
    )
    
    
    (150
    )
    
    
    1,746
    
    
    
    Total revenues
    
    
    191,193
    
    
    
    33,424
    
    
    
    224,617
    
    
    
    19,243
    
    
    
    8,958
    
    
    
    1,746
    
    
    Rs.
    254,564Cost of revenues
    
    
    (128,089
    )
    
    
    (30,175
    )
    
    
    (158,264
    )
    
    
    (10,785
    )
    
    
    (8,672
    )
    
    
    (455
    )
    
    
    (178,176
    )Selling and marketing expenses
    
    
    (11,270
    )
    
    
    (1,335
    )
    
    
    (12,605
    )
    
    
    (4,660
    )
    
    
    (293
    )
    
    
    (204
    )
    
    
    (17,762
    )General and administrative expenses
    
    
    (12,234
    )
    
    
    (717
    )
    
    
    (12,951
    )
    
    
    (1,203
    )
    
    
    (416
    )
    
    
    (126
    )
    
    
    (14,696
    )Amortization of intangible assets
    
    
    (1,061
    )
    
    
    (23
    )
    
    
    (1,084
    )
    
    
    (365
    )
    
    
    (39
    )
    
    
    
    
    
    
    (1,488
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,596
    )
    
    
    (1,596
    )Others, net
    
    
    271
    
    
    
    44
    
    
    
    315
    
    
    
    64
    
    
    
    136
    
    
    
    29
    
    
    
    544
 126




---



##### Table of Contents



Year ended March 31, 2009ConsumerIT Services and Products
    
    
    Care and
    
    
    
    
    
    
    ReconcilingIT Services
    
    
    IT Products
    
    
    Total
    
    
    Lighting
    
    
    Others
    
    
    Items
    
    
    Entity TotalOperating income of segment (1)
    
    Rs.
    38,810
    
    
    Rs.
    1,218
    
    
    Rs.
    40,028
    
    
    Rs.
    2,294
    
    
    Rs.
    (326)
    
    
    Rs.
    (606)
    
    
    Rs.
    41,390Total assets of segment
    
    
    
    
    
    
    
    
    
    Rs.
    192,406
    
    
    Rs.
    22,574
    
    
    Rs.
    7,667
    
    
    Rs.
    68,440
    
    
    Rs.
    291,087Capital employed opening
    
    
    
    
    
    
    
    
    
    
    99,673
    
    
    
    19,308
    
    
    
    6,990
    
    
    
    48,219
    
    
    
    174,190Capital employed closing
    
    
    
    
    
    
    
    
    
    
    125,243
    
    
    
    18,507
    
    
    
    6,452
    
    
    
    57,023
    
    
    
    207,225Average capital employed
    
    
    
    
    
    
    
    
    
    
    112,458
    
    
    
    18,908
    
    
    
    6,721
    
    
    
    52,621
    
    
    
    190,708Return on capital employed
    
    
    
    
    
    
    
    
    
    
    36
    %
    
    
    12
    %
    
    
    
    
    
    
    
    
    
    
    22
    %Accounts receivable
    
    
    
    
    
    
    
    
    
    
    43,034
    
    
    
    2,414
    
    
    
    769
    
    
    
    
    
    
    
    46,217Cash and cash equivalents and investments
securities
    
    
    
    
    
    
    
    
    
    
    23,163
    
    
    
    881
    
    
    
    32
    
    
    
    41,221
    
    
    
    65,297Depreciation
    
    
    
    
    
    
    
    
    
    
    6,198
    
    
    
    298
    
    
    
    306
    
    
    
    19
    
    
    
    6,821
 
 (1)
    
    Operating income of segments is after recognition of stock compensation
expense arising from the grant of options: Segments
    
    2007
    
    
    2008
    
    
    2009IT Services
    
    Rs.
    1,218
    
    
    Rs.
    948
    
    
    Rs.
    1,368IT Products
    
    
    62
    
    
    
    59
    
    
    
    102Consumer Care and Lighting
    
    
    23
    
    
    
    42
    
    
    
    75Others
    
    
    13
    
    
    
    5
    
    
    
    18Reconciling items
    
    
    20
    
    
    
    22
    
    
    
    32Total
    
    
    1,336
    
    
    
    1,076
    
    
    
    1,595
   Year ended March 31,2007
    
    
    2008
    
    
    2009India
    
    Rs.
    30,650
    
    
    Rs.
    46,891
    
    
    Rs.
    52,908United States
    
    
    72,846
    
    
    
    87,552
    
    
    
    116,281Europe
    
    
    36,972
    
    
    
    48,259
    
    
    
    57,109Rest of the world
    
    
    8,963
    
    
    
    14,726
    
    
    
    28,266Rs.
    149,431
    
    
    Rs.
    197,428
    
    
    Rs.
    254,564
 28. Fair Value Disclosures
  Fair value measurements atreporting dateParticulars
    
    Total
    
    Level 1
    
    Level 2
    
    Level 3AssetsDerivative instruments(a)
    
    Rs.
    1,165
    
    
    Rs.
    
    
    
    Rs.
    1,165
    
    
    Rs.
    Investments in liquid and short-term mutual funds(b)
    
    
    15,212
    
    
    
    15,212
    
    
    
    
    
    
    
    Investments in Certificate of Deposits(b)
    
    
    968
    
    
    
    
    
    
    
    968
    
    
    
    LiabilitiesDerivative instruments(c)
    
    
    12,024
    
    
    
    
    
    
    
    12,024
    
    
    
    
 
 (a)
    
    Included in  other current assets in the consolidated balance sheet(b)
    
    Included in short term investments in the consolidated balance sheet(c)
    
    Included in other current liabilities in the consolidated balance sheet Derivatives.
 Investments.
  127




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##### Table of Contents



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 (1999 plan) (1)4.2
    
    2000 Employee Stock Option Plan (2000 plan) (1)4.3
    
    Wipro Equity Reward Trust (1)4.4
    
    2000 ADS Option Plan (2000 ADS Plan) (3)4.5
    
    Wipro Employee ADS Restricted Stock Unit Plan 2004 (WARSUP 2004 plan) (4)4.6
    
    Wipro Employee Restricted Stock Unit Plan 2004 (WRSUP 2004 plan)(5)4.7
    
    Form of Indemnification Agreement, as amended (3)4.8
    
    Form of Agreement for Appointment/Re-appointment of Executive Directors (5)4.9
    
    Sample Letter of appointment to Non Executive Directors (5)4.10
    
    Wipro Employee Restricted Stock Unit Plan 2005 (WRSUP 2005 plan) (6)4.11
    
    Wipro Employee Restricted Stock Unit Plan 2007 (WRSUP 2007 Plan) (9)4.12
    
    Amendment No. 1 to 1999 plan, 2000 plan, 2000 ADS plan, WRSUP 2004 Plan, WARSUP 2004 Plan and
WRSUP 2005 Plan (9)4.13
    
    Amendment No. 2 to 1999 plan, 2000 plan, WRSUP 2004 Plan and WRSUP 2005 Plan (9)4.14
    
    Amendment No. 3 to WRSUP 2004 Plan and WRSUP 2005 Plan (9)4.15
    
    Amendment No. 2 to WARSUP 2004 Plan (9)4.16
    
    Amendment No. 3 to 2000 Plan (9)11.1
    
    Code of Ethics for Principal and Finance Officers (2)12.1
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act12.2
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act13
    
    Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the
Sarbanes Oxley Act15.1
    
    Consent of Independent Registered Public Accounting Firm15.2
    
    Wipros Ombudsprocess (2)15.3
    
    Code of Business Conduct and Ethics (7)15.4
    
    Audit Committee Charter (8)15.5
    
    Board Governance and Compensation Committee Charter (6)
 
 (1)
    
    Incorporated by reference to Exhibits filed with the Registrants Registration Statement on
Form F-1 (File No. 333-46278) in the form declared effective
September 26, 2000, and amended exhibits filed with the
Registrants Form 6-K (File No.  001-16139) filed on July 30,
2008.(2)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 9, 2003.(3)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 17, 2004.(4)
    
    Incorporated by reference to Exhibits filed with the Registrants Registration Statement on
Form S-8 filed on February 28, 2005.(5)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005.(6)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 22, 2006.(7)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 30, 2007(8)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005, as amended by Exhibit with the Registrants Annual Report on Form 20-F
filed on May 30, 2007(9)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 30, 2008 128




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##### Table of Contents



SIGNATURES
   Bangalore, India
    
    /s/ Azim H. Premji
    
    /s/ Suresh C. SenapatyDate: May 18, 2009
    
    Azim H. Premji,
    
    Suresh C. Senapaty,Chairman and Managing Director
    
    Chief Financial Officer and Director
 129