wipro's audit repo add intro

VIVEK COLLEGE OF COMMERCE

CHAPTER: I

INTRODUCTION OF WIPRO LTD

HISTORY

Wipro Ltd., the flagship company of the Azim H Premji group was incorporated in the year 1945.

The company started off originally as a manufacturer of vegetable ghee/vanaspati, refined edible

oils etc. Gradually the company has diversified into various other businesses.

Today Wipro Limited is the first PCMM Level 5 and SEI CMM Level 5 certified IT Services

Company globally. Wipro provides comprehensive IT solutions and services, including systems

integration, Information Systems outsourcing, package implementation, software application

development and maintenance, and research and development services to corporations globally.

In the Indian market, Wipro is a leader in providing IT solutions and services for the corporate

segment in India offering system integration, network integration, software solutions and IT

services. Wipro also has profitable presence in niche market segments of consumer products and

lighting. In the Asia Pacific and Middle East markets, Wipro provides IT solutions and services

for global corporations.

Wipro's ADSs are listed on the New York Stock Exchange, and its equity shares are listed in India

on the Stock Exchange - Mumbai, and the National Stock Exchange, among others.

Wipro is the leading strategic IT partner for companies across India, the Middle East and Asia-

Pacific - offering integrated IT solutions. They plan, deploy, sustain and maintain your IT

lifecycle through their total outsourcing, consulting services, business solutions and professional

services. Wipro InfoTech helps you drive momentum in your organisation - no matter what

domain you are in.

Backed by their strong quality processes and rich experience managing global clients across

various business verticals, they align IT strategies to your business goals. Along with their best of

breed technology partners, Wipro InfoTech also helps you with your hardware and IT

infrastructure needs.

The various accreditations that they have achieved for every service they offer reflect their

commitment towards quality assurance. Wipro InfoTech was the first global software company to

achieve Level 5 SEI-CMM, the world's first IT Company to achieve Six Sigma, as well as the

world's first company to attain Level 5 PCMM.

Their continuing success in executing projects is a result of their stringent implementation of

quality processes. Deploying quality frameworks to align with your business will give you the

benefit of a smooth and transparent transition while providing complete IT lifecycle management.


Reliability and perfection are a result of their adherence to these quality benchmarks and this has

been their key differentiator while helping drive your business momentum.

The company?óÔé¼Ôäós experience and expertise are measured against globally recognized

standards to ensure their commitment in delivering competitive solutions to their customers.

Wipro InfoTech epitomises quality by maintaining high standards in service offerings and

products, as well as internal processes and people management. They believe in constantly scaling

quality standards by expanding our efficiency in all areas beyond their basic IT offerings.

Different people perceive innovation in various ways. At Wipro InfoTech, their innovative

thinking helps them adopt newer business lines and offerings based on your business

expectations. They have adapted to the changes brought about by technology and business and

this has helped us improve customer experience through service delivery and process

optimisation.

Different divisions of the company:

Wipro Technologies - Wipro Technologies is the global IT services business division of Wipro

Limited. With over 20 offices around the world, Wipro Technologies is the No.1 provider of

integrated business, technology and process solutions on a global delivery platform.

Wipro Infotech- Wipro Infotech is the leading strategic IT partner for companies across India,

the Middle East and Asia-Pacific - offering integrated IT solutions. We plan, deploy, sustain and

maintain your IT lifecycle through our total outsourcing, consulting services, business solutions

and professional services.

Wipro Consumer Care and Lighting- Wipro Consumer Care and Lighting, a business unit of

Wipro Limited, has a profitable presence in the branded retail market of toilet soaps, hair care

soaps, baby care products and lighting products. It is also a leader in institutional lighting in

specified segments like software, pharma and retail.

Wipro Infrastructure Engineering - Wipro Infrastructure Engineering was Wipro Limited?

óÔé¼Ôäós first diversification in 1975, which addressed the hydraulic equipment requirements of

mobile original equipment manufacturers in India. Over the past 25 years, the Wipro

Infrastructure Engineering business unit has become a leader in the Hydraulic Cylinders and

Truck Tipping Systems markets in India, and intends growing its business to serve the global

manufacturing requirements of Hydraulic Cylinders and Truck Tippers.

Wipro GE Medical Systems - Wipro GE Medical Systems is a joint venture between Wipro and

General Electric Company. As a part of GE Medical Systems South Asia, it caters to customer

and patient needs with a commitment to uncompromising quality. Wipro GE is India?óÔé¼Ôäós

largest exporter of medical systems, with unmatched distribution and service reach in South Asia.


Wipro GE pioneered the manufacture of Ultrasound and Computed Tomography systems in India

and is a supplier for all GE Medical Systems products and services in South Asia.

Products and services offered by the company:

Wipro is having ists presence across various verticals viz;

Wipro Personal Computing Products

Enterprise Products

Software Products and Licences

Wipro Personal Computing Products:-

DesktopsEntry Level:

Wipro Desktop WSG37205


Wipro Desktop WSG15C55

Mainstream:



Wipro Desktop WSG15C55

Performance:



Gaming PC :

Intel?é?« Processor based

AMD Processor based

Palm-Sized PC:

Protos Desktop

Wipro Green Computing:

Wipro Desktop WSG 15D55V


Wipro Desktop WSG 37555V.

Note Book:

Wipro 7B1610

Wipro EM4700

Wipro 7B1630

Wipro 7E1100

Wipro 7B1100

Wipro 7B3800

Wipro 7710P

Wipro 7B1650.

Server:

Entry level and dual servers

Performance Segment

Blade server

Enterprise class server.

AMD- performance & Enterprise classWipro LooKeys.Supercomputing

Services offered by the company:

System Integration

Managed Services

Total Outsourcing

Application Development and Portals

Business Transformation Services

Security Governance

Data Warehousing and Biz Intelligence

Availability Services

Milestones

2011: Inaugurated its first rural BPO at Manjakkudi village in Tamil Nadu to capitalize on

literate talent pool available in the region.


2011: Wipro has signed an agreement to acquire majority stake of Brazil based hydraulic

cylinder manufacturer R.K.M. EQUIPAMENTOS HIDRAULICOS.

2010: Wipro Infotech -- the India, Middle East and Africa, IT Business of Wipro--has been

awarded a 5-year IT outsourcing contract by Vasan Eye Care - one of India's largest network of

eye care centers and a unit of Vasan Healthcare Group.

2010: Wipro Technologies, the global IT services business division of Wipro, has jointly with

Citrix Systems entered into an agreement with Microsoft.

2008: Launch of Wipro Egypt Development Center

2008: Launch of Wipro GSMC in Kuala Laumpur

2007: Wipro Arabia Joint Venture found

2006: Acquisition of 3D networks

2006: Launch of GSMC- Global Service Management Centre for remote service delivery

2004: Start of Total Outsourcing business

2002: Start of Consulting business unit

2001: Launch of Wipro Infotech Middle East & Asia-Pacific operations

1998: Mission Quality journey started with focus on Six Sigma

2000: Wipro Listed on NYSE

1998: Re-launch of Wipro branded PC

1995: Wipro-BT joint venture started

1995: Joint Venture with Acer started

1995: Partnership with Cisco announced

1995: Offshoring services started

1992: Launch of global R&D services

1990: Launch of global software services business

1988: Partnership with Sun Microsystems announced

1986: Manufacturing tie-up with Epson for printers

1986: Start of Wipro PC manufacturing (with India's first surface mounted technology)

1984: Start of Wipro Systems - focus on software products (Wipro branded as well as

distribution business)

1981: Manufacture of mini computers started at the Mysore factory

1980: Birth of IT business under banner of Wipro Information Technology Ltd. focused on

hardware manufacturing and R&D

1945: Manufacturing of edible oils


Achievements/ recognition:

Best Websphere Partner Award.

Authorized EMC Signature Partner in South Asia.

Best TSG Partner of HP.

Best System Integrator award 2007-08.

Best Technology Partner for the Year.

Network Integrator of the Year 2008.

SAP Pinnacle Award 2008.

Golden Peacock Innovation Management Award 2007.

India's first ever Microsoft Platinum Partner Award.

Wipro 3D Networks once again emerged as the most formidable partner for Nortel in FY 2006

bagging all the highest awards in significant categories - Sales, pre sales & post sales

Partner of the Year award:--Over Drive Excellence of the Year award -Sales Champion of

the Year award -Pre-Sales Champion of the Year award -Customer Champion of the Year

award

COMPANY PROFILE

Wipro Ltd is a leading India based provider of IT Services, including Business Process

Outsourcing (BPO) services, globally. The company provides comprehensive IT Solutions and

Services, including Systems Integration, Information Systems Outsourcing, IT Enabled

Services, Package Implementation, Software Application development and maintenance, and

Research and Development Services to corporations globally. They also provide Consumer

Products, Lighting, Furniture, Eco Energy, Water treatment and Hydraulic business. The

company is the first PCMM Level 5 and SEI CMM Level 5 certified IT Services Company

globally. In the Indian market, they are a leader in providing IT Solutions and Services for the

corporate segment in India, offering System Integration, Network Integration, Software

Solutions and IT Services. In the Asia Pacific and Middle East markets, they provide IT

Solutions and Services for global corporations. The company is headquartered in Bangalore,

India. The company provides the integrated business, technology and process solution on a

global delivery platform to customers across Americas, Europe, Middle East and Asia Pacific,

they offer business value to clients through process excellence and service delivery innovation

such as Information Technology services, Product Engineering services, Technology


Infrastructure services, Business Process Outsourcing services and consulting services. Wipro

Ltd was incorporated in the year 1945 at Karnataka by Azim H Premji who is promoter and

chairman of the company. The company started as a edible oil producer and then transformed

themselves in into leading player in Fast Moving Consumer Goods and IT services & Products

business. During the year 1994-95, the company secured ISO 9001 certification for their five

manufacturing and development facilities. In February 2001, the company became the first

software technology and services company in India to be certified for ISO:14001 certification

for complying with the international standards for Environmental Management System (EMS)

in three major software development and technology centers in Bangalore. Wipro

Technologies won the 'Banker Technology Award' for the year 2004 Instituted by the

Financial Times in the 'Risk Management Award' category. During the year 2005-06, the

company acquired mPower Software Services Inc, a Princeton, New Jersey, US headquartered

company with a development center in Chennai and MPACT Technology Services Pvt Ltd,

based in Chennai, for an all cash consideration of USD 28 million. Also, they acquired New

Logic Technologies AG, an Austrian firm which is mainly engaged in the semiconductor IP

business and the Engineering Design Services business including the Analog Mixed Signal

Business for an all cash consideration of Euro 26 million. The company received the BEST

award from American society for training & development (ASTD) for three consecutive years

2004, 2005 and 2006. During the year 2006-07, the company acquired US based Quantech

Global Services LLC and the India based Quantech Global Services Ltd for a cash

consideration of approximately USD 3 million. They acquired US based CMango Inc and

India based CMango India Pvt Ltd for cash consideration of USD 20 Million. They also

acquired Finland based Saraware Oy Middle East and SAARC operations of 3D Networks and

Planet PSG during the year. In their Consumer Care and Lighting business, the company

acquired North-West Switches business from North- West Switchgear Ltd, a company in the

business of switches, sockets, MCBs etc. for an upfront cash consideration of Rs 1,022

million. In the Infrastructure Engineering business, they acquired Hydrauto Group AB for a

cash consideration of USD 31 million. The company in partnership with Motorola and formed

a joint venture namely WMNETSERV Ltd for delivering world-class managed Services to

telecom operators in the area of network operations. During the year 2007-08, as per scheme

of amalgamation, Wipro Infrastructure Engineering Ltd, Wipro Healthcare IT Ltd, Quantech

Global Services Ltd mPact Technology Services Pvt Ltd, mPower Software Services (India)

Pvt Ltd and cMango India Pvt Ltd were amalgamated with the company with effect from


April 1, 2007. The company in association with DAR Al-Riyadh Holding Co Ltd formed a

joint venture namely Wipro Arabia Ltd, for providing application development,

implementation and maintenance services, systems integration and data storage services in the

Kingdom of Saudi Arabia. During the year, the company acquired 100% shareholding in Unza

Holdings Ltd, a Singapore based Fast Moving Consumer Goods company together with their

subsidiaries for an all cash consideration of approximately USD 246 million. They acquired

US-based provider of IT infrastructure management, enterprise application and business

process outsourcing services, for an acquisition price of about USD 600 million. They also

acquired OKI Techno Centre Singapore Pte Ltd (now called as Wipro Techno Centre

Singapore Pte Ltd) in an all cash deal of USD 2.5 million. During the year 2008-09, the

company invested an aggregate of USD 432 million as equity, in their direct subsidiaries

Wipro Cyprus Pvt Ltd, Wipro Holdings (Mauritius) Ltd, Wipro Inc and Wipro Technology

Services Ltd. They also re-structured a few of their overseas subsidiaries and merged them

with their holding company in the US. In January 2009, the company acquired Wipro

Technology Services Ltd (formerly called as Citi Technology Services Ltd) for USD 127

million. During the year 2009-10, Wipro Networks Pte Ltd, Singapore and WMNETSERV

Ltd, Cyprus were amalgamated with the company with effect from April 1, 2009. In August

2009, the company entered into partnership with Lavasa Corporation Ltd for planning,

implementing and managing Information and Communication Technology services across

Lavasa City. In October 2009, the company signed an agreement with Delhi International

Airport Pvt Ltd and formed a joint venture company namely Wipro Airport IT Services Ltd.

Also, Wipro GE Healthcare Pvt Ltd, the joint venture between the company and GE

Healthcare, transformed their business by integrating several existing stand-alone business

units and manufacturing plants of GE Healthcare in India under Wipro GE Healthcare Entity.

In November 2009, the company signed an agreement to acquire the 'Yardley' Brand business

in Asia, Middle East, Australia and certain African markets from UK based Lornamead

Group. In March 2010, they won a turnkey project from the Financial Intelligence Unit -

India, Ministry of Finance, Government of India. As part of the project, the company will

implement FiNnet (Financial Intelligence Network) for FIU-IND. In April 2010, the company

signed a partnership agreement with Philips to offer Blu-ray middleware and solution

development services around Philips' developed Blu-ray technology. In May 2010, the

company and Oracle Corporation launched a co developed solution, a Process Integration

Pack (PIP) for the High Technology industry. This solution is part of Wipro's offerings that


provide a comprehensive solution footprint for the High Technology industry. They entered

into a co-innovation agreement with SAP AG to develop and deliver sustainability

management and energy management solutions to enterprise customers globally. In June

2010, the company's Business Process Outsourcing division partnered with Microsoft

Corporation for providing global Legal Process Outsourcing (LPO) for Microsofts Intellectual

Property (IP) portfolio. The company launched Wipro Hospitality Management Solution at

HITEC 2010, the conference for the Hospitality and Leisure industry. In July 2010, the

company in association with Lavasa Corporation Ltd and Cisco Systems Inc signed definitive

agreements for Cisco to participate in MyCity Technologies Ltd to provide information and

communications technology services in the new development of Lavasa City. In August 2010,

the company entered into a five year agreement with ArcelorMittal, the steel company, to

consolidate and migrate their messaging systems to the Microsoft Exchange 2010 messaging

platform. In September 2010, the company signed five year strategic partnership with Central

Bank of India for providing core banking solution for seven sponsored regional rural banks.

The company will deliver business-IT alignment by deploying and implementing the core

banking solution and the identified delivery channels seamlessly. They will also set up a 24

hour centralized helpdesk facility for the project covering applications, data center, networks,

security and end user systems. During the year 2010-11, the company re-structured a few of

their subsidiaries including overseas subsidiaries through merger/ other legal process. Wipro

Yardley consumer care Pvt Ltd, a subsidiary company got merged with Wipro Ltd with effect

from April 1, 2010, being the appointed date. In December 2010, the company signed a

contract with Vodafone Essar. As a part of this strategic engagement, the company will

support Vodafone Essar with its fixed line telecom services for enterprise business customers.

Wipro will provide a wide range of services including network design and build, integration

with existing IT OSS/ BSS applications and managed services if the setup over three years. In

addition, Wipro will also build an Enterprise Network Operation Center to manage the

operations of Vodafone Essar's enterprise customers. In January 2011, the company and

Callidus Software Inc entered into a partnership to drive sales performance management

across organizations in the Asia-Pacific region. In May 2011, the company signed an

agreement to acquire majority stake of Brazil based Hydraulic Cylinder manufacturer R.K.M.

EQUIPAMENTOS HIDRAULICOS LTDA. In June 10, 2011, the company acquired the

Commercial Business Services Business Unit of Science Applications International

Corporation (SAIC).


DIRECTORS REPORT

Dear Shareholders,

I am happy to present the 66th Directors' Report of your Company along with the Balance Sheet

and Profit and Loss Account for the year ended March 31, 2012.

Outlook

According to Nasscom Strategic Review 2012, Global technology spend is expected to grow by

5% in 2012. Worldwide IT Services spending is expected to grow 4.3% in 2012 and 4.7% in

2013. The growth is fuelled both by use of IT to reduce cost structures as well as increased

adoption of cloud, mobility, analytics and social media. India accounts for less than 5% of the

global technology spending and this provides a strong headroom for growth of the IT-BPO sector

in India.

Worldwide IT spending is forecast to total $3.7 trillion in 2012, a 2.5 percent increase from 2011,

according to the latest outlook by Gartner, Inc.

Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under

section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial

statements of each subsidiary. In compliance with the exemption granted, we have presented in

page 190 to 192 summary financial information for each subsidiary.

The detailed financial statements and audit reports of each of the subsidiaries are available for

inspection at the registered office of the company during office hours between 11 am to 1 pm and

upon written request from a shareholder, your company will arrange to send the financial

statements of subsidiary companies to the said shareholder.

Consolidated Results

Our Sales for the current year grew by 21% to Rs. 384,563 million and our Profit for the year was

Rs. 56,045 million, recording an increase of 6% over the previous year.

Dividend

Your Directors recommend a final Dividend of 200% 4/- per equity share of Rs. 2/- each) to be

appropriated from the profits of the year 2011-12, subject to the approval of the shareholders at


the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable

regulations.

During the year 2011-12, unclaimed dividend of Rs. 5,731,075/- was transferred to the Investor

Education and Protection Fund, as required under the Investor Education and Protection Fund

(Awareness and Protection of Investor) Rules, 2001.

Interim Dividend

Pursuant to the approval of Board of Directors on January 20, 2012, your company had distributed

an interim dividend of Rs. 2/- per share, of face value of Rs. 2/- each, to shareholders, who were

on the Register of Members of the company as at closing hours of January 25, 2012, being the

record date fixed by the Board of Directors for this purpose. Interim Dividend was paid on

February 3, 2012.

Acquisitions in IT Space

During the year, the Company acquired IT Business of SAIC Group and entered in to a Joint

Venture Agreement with Kawasaki and for an acquisition in Brazil for its Infrastructure

Engineering Business.

Investments in direct subsidiaries

During the year under review, your Company had invested an aggregate amount of USD 101 Mn

as equity in its direct subsidiaries i.e. Wipro Cyprus Private Limited, Wipro Inc, Wipro Holdings

Mauritius Limited and Wipro Infrastructure Engineering Machinery (Changzhou) Co., Ltd. Apart

from this, your Company had funded its subsidiaries, from time to time, as per the fund

requirements, through loans, guarantees and other means.

Research and Development

Requirement under Rule 2 of Companies (Disclosure of particulars in the report of Board of

Directors) Rules, 1988 regarding Technical Absorption and Research and Development in Form B

is given in page 53 to 54 of the Annual Report, to the extent applicable.

Corporate Governance & Corporate Social Responsibility

Your company believes that Corporate Governance is the basis of stakeholder satisfaction. Your

company's governance practices are described separately in detail in the section on Corporate

Governance Report (page 64 to 92) of this Annual Report. Your company has obtained a

certificate from V. Sreedharan & Associates, Company Secretaries on compliance with clause 49

of the listing agreement with Indian Stock Exchanges. This certificate is given in page 93 of this

ANNUAL REPORT.


The Ministry of Corporate Affairs had issued National Voluntary Guidelines on Social,

Environmental and Economic Responsibilities of Business 2011 for adoption by companies. The

Guidelines broadly outline governance based on Ethics, Transparency and Accountability, Goods

and Services that contribute to sustainability, promote well being of employees, respect the

interest of disadvantaged, vulnerable and marginalised groups of stake holders, promotion of

human rights, protect and restore environment, supporting inclusive growth and equitable

development and provide value to our customers. Corporate Social Responsibility initiatives are

provided in page no. 94 to 116.

Personnel

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read

with the Companies (Particulars of Employee) Rules, 1975 as amended is reported in page no. 58

to 63 provided as annexure 'C' to this report.

Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans

Summary Information on stock options program of the Company is provided as Annexure B of

this report. The information is being provided in compliance with Clause 12 of the Securities and

Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase

Scheme) Guidelines, 1999, as amended. No employee was issued Stock Option, during the year

equal to or exceeding 1% of the issued capital of the Company at the time of grant.

Foreign Exchange Earnings and OutgoingsDuring the year, your company has earned foreign

exchange of Rs. 234,413 million and the outgoings in foreign exchange were Rs. 99,782 million,

including outgoings on materials imported and dividend.

Conservation of Energy

The Company has taken several steps to conserve energy through its "Sustainability" initiatives

disclosed separately as part of this Annual Report. The information on Conservation of Energy as

required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is provided in

Annexure A in page 52 of this Annual Report.

Directors:

(A) Re-appointment

Articles of Association of the Company provide that at least two-third of our Directors shall be

subject to retirement by rotation. One third of these retiring Directors must retire from office at

each Annual General Meeting of the shareholders. A retiring Director is eligible for reelection.


Dr. Jagdish N Sheth, Mr. Shyam Saran and Dr. Henning Kagermann, Directors, retire by rotation

and, being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

CHAPTER II

AUDIT REPORT OF WIPRO

AUDITORS REPORT OF WIPRO 2011-12

To the Members of WIPRO LIMITED

We have audited the attached balance sheet of Wipro Limited (the Company) as of March 31,

2012, the statement of profit and loss and the cash flow statement for the year ended on that date,

annexed thereto. These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement. An audit includes examining,

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that

our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor’s Report) Order, 2003, as amended (the

Order),issued by the Central Government of India in terms of Section 227(4A) of the

Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters

specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in paragraph 1 above, we report that:

a) we have obtained all the information and explanations, which to the best of our

knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the

Company so far as appears from our examination of those books;

c) the balance sheet, statement of profit and loss and cash flow statement dealt with by this

report are in agreement with the books of account;


d) in our opinion, the balance sheet, statement of profit and loss and cash flow statement

dealt with by this report comply with the accounting standards referred to in sub-section

(3C) of Section 211 of the Act ;

e) on the basis of written representations received from the directors as on March 31, 2012

and taken on record by the Board of Directors, we report that none of the directors is

disqualified as of March 31, 2012 from being appointed as a director in terms of clause

(g) of sub-section (1) of Section 274 of the Act; and

f) In our opinion and to the best of our information and according to the explanations given

to us, the said accounts give the information required by the Act, in the manner so

required and give a true and fair view in conformity with the accounting principles

generally accepted in India:

1. in the case of the balance sheet, of the state of affairs of the Company as of March 31, 2012;

2. in the case of the statement of profit and loss, of the profit of the Company for the year ended

on that date; and

3. in the case of the cash flow statement, of the cash flows of the Company for the year ended on

that date.

For B S R & Co.

Chartered Accountants

Firm Registration No: 101248W

Natrajh Ramakrishna

Partner

Membership No. 032815

Bangalore

April 25, 2012

ANNEXURE TO AUDITORS’ REPORT

Annexure referred to in paragraph 1 of our report to the members of Wipro Limited (“the

Company”) for the year ended March 31, 2012.

(i) (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.


(b) The Company has a regular programme of physical verification of its fixed assets by which all

fixed assets are verified in a phased manner over a period of three years. In our opinion, this

periodicity of physical verification is reasonable having regard to the size of the Company and the

nature of its assets. As informed to us, no material discrepancies were noticed on such

verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the

going concern assumption.

(ii) (a) The inventory, except goods-in-transit, has been physically verified by the management

during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are

reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. As informed to us, the discrepancies

noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The Company has granted loans to four parties covered in the register maintained under

Section 301 of the Companies Act, 1956 (“Act”). The maximum amount outstanding during the

year was ` 4,060 millions and the year-end balance of such loans was ` 3,969 millions (of which

loans amounting to ` 3,536 millions are interest free).

(b) In our opinion, the rate of interest, where applicable and other terms and conditions on which

loans have been granted to companies, firms or other parties covered in the register maintained

under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) The principal amounts and interest, where applicable, are being repaid regularly in accordance

with the agreed contractual terms. Additionally, there are no overdue amounts in excess of Rupees

one lakh. Accordingly, paragraphs 4(iii) (c) and (d) of the Order is not applicable to the Company.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other

parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs

4 (iii) (e) to (g) of the Order are not applicable to the Company.


(vi) In our opinion and according to the information and explanations given to us, there is an

adequate internal control system commensurate with the size of the Company and the nature of its

business with regard to purchase of inventories and fixed assets and with regard to sale of goods

and services. We have not observed any major weakness in the internal control system during the

course of the audit.

(v) (a) In our opinion and according to the information and explanations given to us, the

particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in

the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions

made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value

of ` five lakh in respect of any party during the year have been made at prices which are

reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and

nature of its business.

(viii) We have broadly reviewed the books of account relating to material, labour and other items

of cost maintained by the Company pursuant to the Rules prescribed by the Central Government

for the maintenance of cost records under section 209(1) (d) of the Act and are of the opinion that

prima facie, the prescribed accounts and records have been made and maintained. However, we

have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/accrued in the books of account in

respect of undisputed statutory dues including Provident Fund, Service tax, Employees’ State

Insurance, Income-tax, Sales-tax, Wealth tax, Customs duty, Excise duty, Investor Education and

Protection Fund and other material statutory dues have been generally regularly deposited during

the year by the Company with the appropriate authorities. According to the information and

explanations given to us, no undisputed amounts payable in respect of Provident Fund, Service

tax, Employees’ State Insurance, Income-tax, Sales tax, Wealth tax, Investor Education and


Protection Fund, Customs duty, Excise duty and other material statutory dues were in arrears as of

March 31, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there is no disputed amounts

payable in respect of Wealth tax. The following dues of Income tax, Excise duty, Customs duty,

Sales tax and Service tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of the

dues

Amount

unpaid *

(Rs. in

millions)

Period to

which the

amount relates

(Assessment

year)

Forum where

dispute is

pending

The Income Tax Act,

1961

Income Tax and

interest demanded

5,226 2007-2008 Income tax

Appellate

Tribunal

State Sales Tax/VAT

and CST (pertaining

to various states)

Sales tax, interest

and penalty

demanded

866 1986-87 to

2007-08

Appellate

Authorities

State Sales Tax/VAT

and CST (pertaining

to various states)

Sales tax

demanded

414 1986-87 to

2009-10

Appellate Tribunal

State Sales Tax/VAT

and CST (pertaining

to Kerala, Karnataka

and Andhra

Pradesh)

Sales tax and

penalty demanded

39 1999-00 to

2006-07

High court /

Supreme court

The Central Excise

Act, 1944

Excise duty

demanded

41 1997-98 to

2010-11

Appellate

Authorities

The Central Excise

Act, 1944

Excise duty

demanded

7 2004-05 CESTAT

The Customs Act,

1962

Customs duty,

interest and

penalty demanded

342 1994-95, 1997-

98, 2001-10

Appellate

Authorities

The Customs Act, Customs duty and 40 1991-92 to CESTAT


1962 penalty demanded 2006-07

The Customs Act,

1962

Customs duty

demanded

44 1990-98 and

2005-06

High court /

Supreme court

The Finance Act,

1994 - Service tax

Service tax

demanded

105 2003-04 to

2007-08

Appellate

Authorities

The Finance Act,

1994 - Service tax

Service tax

demanded

378 2002-03 to

2009-10

CESTAT

*The amounts paid under protest have been reduced from the amounts demanded in arriving at the

aforesaid disclosure.

(x) The Company does not have any accumulated losses at the end of the financial year and has

not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company

has not defaulted in repayment of dues to its banks. The Company did not have any outstanding

dues to any financial institutions or debentures holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of

pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company

is not a chit fund / nidhi / mutual benefit fund / society.

(xiv) According to the information and explanations given to us, the Company is not dealing or

trading in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and explanations given to us, the terms and

conditions on which the Company has given guarantees for loans taken by others from banks or

financial institutions are not prejudicial to the interest of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans

taken by the Company have been applied for the purposes for which they were raised.


(xvii) According to the information and explanations given to us and on an overall examination of

the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis

have not been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties

covered in the register maintained under Section 301 of the Act.(xix) The Company did not have

any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company

has been noticed or reported during the course of our audit.

For B S R & Co.


Firm Registration No: 101248W

Natrajh Ramakrishna

Partner


Bangalore

April 25, 2012

CONSOLIDATED AUDITOR’S REPORT OF WIPRO LTD 2011 - 12

AUDITORS’ REPORT

To the Board of Directors on the Consolidated Financial Statements of Wipro

Limited and its Subsidiaries

We have audited the attached consolidated balance sheet of Wipro Limited (‘the Company’) and

subsidiaries (collectively called ‘the Wipro Group’) as of March 31, 2012, the consolidated

statement of profit and loss and the consolidated cash flow statement for the year ended on that

date, annexed thereto. These consolidated financial statements are the responsibility of the

Company’s management. Our responsibility is to express an opinion on these consolidated

financial statements based on our audit.


We conducted our audit in accordance with auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free of material misstatement. An audit includes

examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated

financial statements. An audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall consolidated

financial statement presentation. We believe that our audit provides a reasonable basis for our

opinion.

We report that the consolidated financial statements have been prepared by the Company’s

management in accordance with the requirements of Accounting Standard 21, Consolidated

Financial Statements and Accounting Standard 23, Accounting for Investments in Associates in

Consolidated Financial Statements, issued by the Institute of Chartered Accountants of India

(‘ICAI’).

Without qualifying our opinion, we draw attention to Note 28 of the Notes that describes the

principles of Accounting Standard (AS) 30, Financial Instruments: Recognition and

Measurements, followed by the Company, which has not currently been notified by the National

Advisory Council for Accounting Standards pursuant to the Companies (Accounting Standards)

Rules, 2006 as per Section 211(3C) of the Companies Act, 1956. Had the Company not followed

the principles of AS 30, the profit after taxation for the year ended March 31, 2012 would have

been lower by ` 1,633 million.

In our opinion and to the best of our information and according to the explanations given to us,

the consolidated financial statements give a true and fair view in conformity with the accounting

principles generally accepted in India:

a) In the case of the consolidated balance sheet, of the state of affairs of the Wipro Group as

of March 31, 2012;

b) In the case of the consolidated statement of profit and loss, of the profit of the Wipro

Group for the year ended on that date; and

c) In the case of the consolidated cash flow statement, of the cash flows of the Wipro Group

for the year ended on that date.

For B S R & Co.



Firm registration No: 101248W

Natrajh Ramakrishna

Partner


Bangalore

June 13, 2012

AUDITOR’S REPORT OF WIPRO LTD 2012 -13

INDEPENDENT AUDITORS' REPORT

To the Members of Wipro Limited

Report on the financial statements

We have audited the accompanying financial statements of Wipro Limited ("the Company"),

which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and cash

flow statement for the year then ended, and a summary of significant accounting policies and

other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and

fair view of the financial position, financial performance and cash flows of the Company in

accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the

Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and

maintenance of internal control relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the standards on auditing issued by the Institute of

Chartered Accountants of India. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditors' judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal control

relevant to the Company's preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by management, as well as evaluating the overall presentation of the

financial statements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

Opinion


the financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the balance sheet, of the state of affairs of the Company as at 31 March

2013;

b) In the case of the statement of profit and loss, of the profit of the Company for the year

ended on that date; and

c) In the case of the cash flow statement, of the cash flows of the Company for the year

ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2003, ("the Order"), as amended,

issued by the Central Government of India in terms of sub-section (4A) of Section 227 of

the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and

5 of the said Order.

2. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purpose of our audit;


a) in our opinion proper books of account as required by law have been kept by the Company

so far as appears from our examination of those books;

b) the balance sheet, statement of profit and loss, and cash flow statement dealt with by this

Report are in agreement with the books of account;

c) in our opinion, the balance sheet, statement of profit and loss, and cash flow statement

comply with the accounting standards referred to in sub-section (3C) of Section 211 of the

Companies Act, 1956;

d) on the basis of written representations received from the directors as on 31 March 2013,

and taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1)

of Section 274 of the Companies Act, 1956.

For BSR & Co.


Firm's Registration No.: 101248W

Supreet Sachdev

Partner

Membership No.: 205385

Bangalore

June 21, 2013

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Annexure referred to in paragraph 1 of our report to the members of Wipro Limited ("the

Company") for the year ended March 31, 2013.

(i) (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all

fixed assets are verified in a phased manner over a period of three years. In our opinion, this

periodicity of physical verification is reasonable having regard to the size of the Company and the


nature of its assets. In accordance with this programme, certain fixed assets were verified and no

material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the

going concern assumption.

(ii) (a) The inventory, except goods-in-transit, has been physically verified by the management

during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are

reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on

verification between the physical stocks and the book records were not material.

(iii) (a) The Company has granted loans to four parties covered in the register maintained under

Section 301 of the Companies Act, 1956 ("Act"). The maximum amount outstanding during the

year was Rs. 5,856 millions and the year-end balance of such loans was Rs. 2,535 millions (of

which loans amounting to Rs. 1,607 millions are interest free).

(b) In our opinion, the rate of interest, where applicable and other terms and conditions on which

loans have been granted to companies, firms or other parties covered in the register maintained

under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) The principal amounts and interest, where applicable, are being repaid regularly in accordance

with the agreed contractual terms. Additionally, there are no overdue amounts in excess of Rupees

one lakh. Accordingly, paragraphs 4(iii) (c) and (d) of the Order is not applicable to the Company.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other

parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs

4 (iii) (e) to (g) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an

adequate internal control system commensurate with the size of the Company and the nature of its

business with regard to purchase of inventories and fixed assets and with regard to sale of goods

and services. We have not observed any major weakness in the internal control system during the

course of the audit.


(v) (a) In our opinion and according to the information and explanations given to us, the

particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in

the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions

made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value

of Rupees five lakh in respect of any party during the year have been made at prices which are

reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and

nature of its business.

(viii) We have broadly reviewed the books of account relating to material, labour another items of

cost maintained by the Company pursuant to the Rules prescribed by the Central Government for

the maintenance of cost records under Section 209(1) (d) of the Act and are of the opinion that

prima facie, the prescribed accounts and records have been made and maintained. However, we

have not made a detailed examination of the records.

(ix) (a) According to the information and explanations given to us and on the basis odour

examination of the records of the Company, amounts deducted/accrued in the books of account in

respect of undisputed statutory dues including Provident Fund, Employees' State Insurance,

Income-tax, Sales-tax, Service tax, Wealth tax, Customs duty, Excise duty, Investor Education

and Protection Fund and other material statutory dues have been generally regularly deposited

during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in

respect of Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Service tax,

Wealth tax, Investor Education and Protection Fund, Customs duty, Excise duty and other

material statutory dues were in arrears as at March 31, 2013 for a period of more than six months

from the date they became payable.

(b) According to the information and explanations given to us, there is no disputed amounts

payable in respect of Wealth tax. The following dues of Income tax, Excise duty, Customs duty,

Sales tax and Service tax have not been deposited by the Company on account of disputes:


Name of the Statute Nature of the dues Amount

unpaid *

(Rs. in

millions)

Period to

which the

amount

relates

(Assessment

year)

Forum where

dispute is

pending

The Income Tax Act,

1961

Income Tax and

interest demanded

31,968 2001-02 to

2007-08

High Court **

The Income Tax Act,

1961

Income Tax and

interest demanded

26 2008-09 Income Tax

Appellate

Tribunal

The Income Tax Act,

1961

Income Tax and

interest demanded

(based on draft

assessment order)

8,164 2009-10 Dispute

Resolution

Pannel ***

State Sales Tax/VAT

and CST (pertaining

to various states)

Sales tax, interest

and penalty

demanded

617 1986-87 to

2007-08

Appellate

Authorities

State Sales Tax/VAT

and CST (pertaining

to various states)

Sales tax demanded 366 1986-87 to

2009-10

Appellate

Tribunal

State Sales Tax/VAT

and CST (pertaining

to Kerala, Karnataka

and Andhra

Pradesh)

Sales tax and

penalty demanded

31 1999-00 to

2006-07

High court /

Supreme court

The Central Excise

Act, 1944

Excise duty

demanded

58 1997-98 to

2010-11

Appellate

Authorities

The Central Excise

Act, 1944

Excise duty

demanded

22 2004-05 CESTAT

The Customs Act,

1962

Customs duty,

interest and penalty

demanded

301 1994-95,

1997-98,

2001-10

Appellate

Authorities


The Customs Act,

1962

Customs duty and

penalty demanded

4 1991-92 to

2006-07

CESTAT

The Customs Act,

1962

Customs duty

demanded

40 1990-98 and

2005-06

High court /

Supreme court

The Finance Act,

1994 - Service tax

Service tax

demanded

108 2003-04 to

2007-08

Appellate

Authorities

The Finance Act,

1994 - Service tax

Service tax

demanded

407 2002-03 to

2009-10

CESTAT

* The amounts paid under protest have been reduced from the amounts demanded in arriving at

the aforesaid disclosure.

** No subsequent demand has been raised as the matter is pending with High Court based on

appeals filed by the department.

*** Pending directions from Dispute Resolution Panel, the Company has not received any

demand for payment.

(x) The Company does not have any accumulated losses at the end of the financial yearend has

not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company

has not defaulted in repayment of dues to its banks. The Company did not have any outstanding

dues to any financial institutions or debentures holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security byway of

pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company

is not a chit fund / nidhi / mutual benefit fund / society.

(xiv) According to the information and explanations given to us, the Company is not dealing or

trading in shares, securities, debentures and other investments.

(xv) I n our opinion and according to the information and explanations given to us, the terms and

conditions on which the Company has given guarantees for loans taken by others from banks or

financial institutions are not prejudicial to the interest of the Company.


(xvi) I n our opinion and according to the information and explanations given to us, the term loans

taken by the Company have been applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of

the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis

have not been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/

parties covered in the register maintained under Section 301 of the Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company

has been noticed or reported during the course of our audit.

for BSR & Co.


Firm's Registration No.: 101248W

Supreet Sachdev

Partner

Membership No.: 205385

Bangalore

June 21, 2013


CONSOLIDATED AUDITOR’S REPORT OF WIPRO LTD 2012 - 13

INDEPENDENT AUDITORS' REPORT

To the Board of Directors on the Consolidated Financial Statements of Wipro Limited and

Subsidiaries

We have audited the accompanying consolidated financial statements of Wipro Limited ('the

Company') and subsidiaries (collectively called 'the Group'), which comprise the balance sheet as

at 31 March 2013, the consolidated statement of profit and loss and the consolidated cash flow

statement for the year then ended, and a summary of significant accounting policies and other

explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation of these consolidated financial statements that give

a true and fair view of the consolidated financial position, consolidated financial performance and

consolidated cash flows of the Group in accordance with the requirements of Accounting

Standard 21, Consolidated Financial Statements and Accounting Standard 23, Accounting for

Investments in Associates in Consolidated Financial Statements, issued by the Institute of

Chartered Accountants of India ('ICAI'). This responsibility includes the design, implementation

and maintenance of internal control relevant to the preparation and presentation of the

consolidated financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our

audit. We conducted our audit in accordance with the standards on auditing issued by the Institute

of Chartered Accountants of India. Those standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the consolidated financial statements. The procedures selected depend on the

auditors' judgment, including the assessment of the risks of material misstatement of the

consolidated financial statements, whether due to fraud or error. In making those risk assessments,


the auditor considers internal control relevant to the Company's preparation and fair presentation

of the consolidated financial statements in order to design audit procedures that are appropriate in

the circumstances. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of the accounting estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.

Opinion


the consolidated financial statements give a true and fair view in conformity with the accounting

principles generally accepted in India:

a) In the case of the consolidated balance sheet, of the state of affairs of the Group as at 31

March 2013;

a) In the case of the consolidated statement of profit and loss, of the profit of the Group for

the year ended on that date; and

b) In the case of the cash flow statement, of the cash flows of the Group for the year ended

on that date.

Emphasis of matter

Without qualifying our opinion, we draw attention to note 29 to the consolidated financial

statements that describes the principles of Accounting Standard (AS) 30, Financial Instruments:

Recognition and Measurements, followed by the Company, which has not currently been notified

by the National Advisory Council for Accounting Standards pursuant to the Companies

(Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956. Had the

Company not followed the principles of AS 30, the profit after taxation for the year ended 31

March 2013 would have been lower by 896 million.


BIBLIOGRAPHY

www. wipro .com

http://www.indiainfoline.com/Markets/Company/Background/Company-

Profile/Wipro-Ltd/507685

http://www.wipro.com/

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