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« Mar 14
Auditor's Report (Wipro) Year End : Mar '15
We have audited the accompanying financial statements of
 WiproLimited(''the Company''), comprising the balance sheet as at March
 31,2015, the statement of profit and loss, the cash flow
 statementfortheyearthenended.and a summary of significant accounting
 policies and other explanatory information.  Management''s
 Responsibility for the Financial Statements The Company''s Board of
 Directors is responsible forthe matters stated in Section 134(5) of the
 Companies Act, 2013 (the Act) with respect to 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 principles generally accepted in
 India, including the Accounting Standards specified under Section 133
 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
 This responsibility also includes maintenance of adequate accounting
 records in accordance with the provisions of the Act for safeguarding
 the assets of the Company and for preventing and detecting frauds and
 other irregularities; selection and application of appropriate
 accounting policies; making judgments and estimates that are reasonable
 and prudent; and design, implementation and maintenance of adequate
 internal financial controls, that were operating effectively for
 ensuring the accuracy and completeness of the accounting records,
 relevanttothe 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.  Auditor''s Responsibility
 
 Our responsibility is to express an opinion on these financial
 statements based on our audit.
 
 We have taken into account the provisions of the Act, the accounting
 and auditing standards and matters which are required to be included in
 the audit report under the provisions of the Actand the Rules made
 thereunder.  We conducted our audit in accordance with the Standards on
 Auditing specified under Section 143(10) of the Act. 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 the disclosures in the financial statements. The
 procedures selected depend on the auditor''s 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 financial control relevant
 to the Company''s preparation of the financial statements that give a
 true and fair view in order to design audit procedures that are
 appropriate in the circumstances, but not for the purpose of expressing
 an opinion on whether the Company has in place an adequate internal
 financial controls system overfinancial reporting and the operating
 effectiveness of such controls. An audit also includes evaluating the
 appropriateness of the accounting policies used and the reasonableness
 of the accounting estimates made by the Company''s Directors, 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 on the financial
 statements.
 
 Opinion
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the aforesaid 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, of the state of affairs of the Company as
 at March 31,2015, and its profit and its cash flows for the year ended
 on that date.  Report on Other Legal and Regulatory Requirements
 
 1.  As required by the Companies (Auditor''s Report) Order, 2015 (the
 Order) issued by the Central Government of India in terms of
 sub-section (11) of section 143 of the Act, we give in the Annexure a
 statement on the matters specified in the paragraph 3 and 4 of the
 Order, to the extent applicable.
 
 2.  Asrequired by Section 143 (3) of the Act, we report that:
 
 (a) we have sought and 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 it appears from our examination of those
 books;
 
 (c) the balance sheet, the statement of profit and loss and the cash
 flow statement dealt with by this Report are in agreement with the
 books of account;
 
 (d) in our opinion, the aforesaid financial statements comply with the
 Accounting Standards specified under Section 133 of the Act, read with
 Rule 7 of the Companies (Accounts) Rules, 2014;
 
 (e) on the basis of the written representations received from the
 directors as on March 31, 2015 taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31,2015
 from being appointed as a director in terms of Section
 164(2)oftheAct;and
 
 (f) with respect to the other matters to be included in the Auditor''s
 Report in accordance with Rule 11 of the Companies (Audit and Auditors)
 Rules, 2014, in our opinion and to the best of our information and
 according to the explanations given to us:
 
 i. The Company has disclosed the impact of pending litigations on its
 financial position in its financial statements - Refer Note 33 and 40
 to the financial statements;
 
 ii. The Company has made provision, as required undertheapplicable
 laworaccounting standards, for material foreseeable losses, if any, on
 long- term contracts including derivative contracts- Refer Note 35 to
 the financial statements.
 
 iii. There has been no delay in transferring amounts, required to be
 transferred, to the Investor Education and Protection Fund by the
 Company.
 
 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 31,2015. We report that:
 
 (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 ina phased manner
 overa 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 program,
 certain fixed assets were verified during the year and no material
 discrepancies were noticed on such verification.
 
 (ii) (a) The inventory, except goods-in-transit, and stocks lying with
 third parties, has been physically verified by the management during
 the year. In our opinion, the frequency of such verification is
 reasonable. For stocks lying with third parties at the year end,
 written confirmations have been obtained for significant account
 balances.
 
 (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, in an earlier year an
 interestfreeloantoa party (wholly owned subsidiary) covered in the
 register maintained under section 189 of the Companies Act, 2013 (the
 Act).
 
 (b) In the case of loan granted to the party listed in the register
 maintained under section 189oftheAct,the loan is interest free and the
 principal amounts, are being repaid regularly in accordance with the
 agreed contractual terms.
 
 (c) There is no overdue amount of more than Rupees one lakh in respect
 of loans granted to any of the parties listed in the register
 maintained under section 189 of the Act.
 
 (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 the sale
 of goods and services. We have not observed any major weakness in the
 internal control system during the course of the audit.
 
 (v) The Company has not accepted any deposits from the public.
 
 (vi) We have broadly reviewed the books of account relating to
 material, labour and other items of cost maintained by the Company
 prescribed by the Central Government for the maintenance of cost
 records under section 148 (1) 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.
 
 (vii) (a) According to the information and explanations given to us and
 on the basis of our examination of the records oftheCompany.amounts
 deducted/accrued in the books of account in respect of undisputed
 statutory dues including Provident Fund, Employees'' State Insurance,
 Income-Tax, Wealth Tax, Sales-Tax, Service Tax, Duty of Customs, Duty
 of Excise, Value Added Tax, Cess and other material statutory dues have
 generally been 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, Wealth Tax, Sales-Tax, Service Tax, Duty
 of Customs, Duty of Excise, Value Added Tax, Cess and other material
 statutory dues were in arrears as at March 31,2015 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 are
 no disputed amounts payable in respect of Wealth tax and Cess which
 have not been deposited with the appropriate authorities on account of
 any dispute. However, according to information and explanations given
 to us, the following dues of Income tax. Duty of Excise, Duty of
 Customs, 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)
 
 The Income Tax Act, 1961   Income Tax and interest
                            demanded                     31,968
 
 The Income Tax Act, 1961   Income Tax and interest 
                            demanded                      2,102
 
 The IncomeTax Act, 1961    Income Tax and interest 
                            demanded                      7,852
                           (based on draft assessment 
                            order) 
 
 State SalesTax/VAT and CST  Sales tax, interest and
                             penalty demanded              1,021
 (pertaining to various 
 states)
 
 State Sales Tax/VAT and 
 CST                         Sales tax demanded              366
 (pertaining to various 
 states)
 
 State Sales Tax/VAT and 
 CST                         Sales tax and penalty 
                             demanded                         31
 (pertaining to Kerala and 
 Andhra Pradesh)
 
 The Central Excise Act, 
 1944                        Excise duty demanded             59
 
 The Central Excise Act, 
 1944                        Excise duty demanded             22
 
 The Customs Act, 1962       Customs duty, interest and
                             penalty demanded                279
 
 The Customs Act, 1962       Customs duty and penalty 
                             demanded                          4
 
 The Customs Act, 1962       Customs duty demanded            40
 
 The Finance Act, 1994
 -Service tax                Service tax demanded            109
 
 The Finance Act, 1994-
 Service tax                 Service tax demanded            379
 
 
 
 Name of the Statute        Period to which      Forum where dispute is
                            the amount relates           pending
                            (Assessment year)
 
 The IncomeTax Act, 1961    2001-02 to 2007-08   High Court**
 
 The IncomeTax Act, 1961    2007-08 to 2011-12   Income Tax Appellate
                                                 Tribunal
 
 The IncomeTax Act, 1961    2011 -12             Dispute Resolution
                                                 Panel ***
 
 State Sales Tax/VAT and CST
 (pertaining to various 
 states)                    1986-87 to 2010-11   Appellate Authorities
 
 State Sales Tax/VAT and CST
 (pertaining to various 
 states)                    1998-99 to 2009-10   Appellate Tribunal
 
 State Sales Tax/VAT and CST
 (pertaining to Kerala and Andhra
 Pradesh)                   1999-00 to 2007-08   High court / Supreme 
                                                 court
 
 The Central Excise Act, 
 1944                       1995-96 to 2012-13   Appellate Authorities
 
 The Central Excise Act, 
 1944                       2004-05 to 2010-11   CESTAT
 
 The Customs Act, 1962      1995-96 to 2009-10   Appellate Authorities
 
 The Customs Act, 1962      1991-92 to 2011-12   CESTAT
 
 The Customs Act, 1962      1990-91 to 1998-99   High court/Supreme court
 
 The Finance Act, 1994 - 
 Service tax                2004-05 to 2010-11   Appellate Authorities
 
 The Finance Act, 1994 - 
 Service tax                2001-02 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.
 
 (c) According to the information and explanations given to us, the
 amounts which were required to be transferred to the investor education
 and protection fund in accordance with the relevant provisions of the
 Companies Act, 1956 (1 of 1956) and rules there under has been
 transferred made thereunder.
 
 (viii) The Company does not have any accumulated losses at the end of
 the financial year and has not incurred cash losses in the financial
 year and in the immediately preceding financial year.
 
 (ix) 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.
 
 (x) 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.
 
 (xi) 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.
 
 (xii) 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.LLP
 
                                           Chartered Accountants
 
                         Firm registration No.: 101248W/W-100022
 
                                                 Supreet Sachdev
 
                                                         Partner
 
                                          Membership No.: 205385
 
 Bangalore
 June 3,2015
Source : Dion Global Solutions Limited
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