Wipro

We have audited the attached balance sheet of Wipro Limited (the
 Company) as at March 31, 2009 and the profit and loss account and the
 cash flow statement for the year ended on that date, annexed thereto.
 These financial statements are the responsibility of the Companys
 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 (Auditors Report) Order, 2003 (the
 Order), as amended, issued by the Central Government 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, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 d) in our opinion, the balance sheet, profit and loss account 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
 Companies Act, 1956;
 
 e) on the basis of written representations received from the directors
 as on March 31, 2009, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as at March 31, 2009
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956; 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 Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i.  in the case of the balance sheet, of the state of affairs of the
 Company as at March 31, 2009;
 
 ii.  in the case of the profit and loss account, of the profit of the
 Company for the year ended on that date; and
 
 iii.  in the case of cash flow statement, of the cash flows for the
 year ended on that date.
 
 Annexure referred to in paragraph 1 of our report to the members of
 Wipro Limited (the Company) for the year ended March 31, 2009
 
 1.  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, the periodicity of
 physical verification is reasonable having regard to the size of the
 Company and the nature of its assets. In accordance with the phased
 programme of verification, certain fixed assets were verified during
 the year and no material discrepancies were noticed on such
 verification.
 
 c) The fixed assets disposed of during the year were not substantial,
 and therefore, do not affect the going concern assumption.
 
 2.  a) The inventory 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 physical verification between the physical
 stocks and the book records were not material.
 
 3.  a) The Company has granted loans to 7 entities covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount outstanding during the year and the year-end balance of
 such loans are as follows:
 
                                                         (Rs million)
 Name of the Entity       Maximum amount outstanding     Year-end
                          during year                    balance
 
 Wipro Cyprus Private
 Limited                                  1,185              1,176
 Infocrossing Inc..                         698                647
 Wipro Networks Pte 
 Limited                                    292                292
 Wipro Technologies SRL                     128                 99
 Enthink Inc.                                46                 46
 Wipro Singapore Pte
 Limited                                     22                 22
 Wipro Holdings (Mauritius)
 Limited                                      2                  2
 
 b) In our opinion, the rate of interest and other terms and conditions
 on which loans have been granted to companies, firms or other parties
 listed in the register maintained under section 301 of the Companies
 Act, 1956 are not, prima facie, prejudicial to the interest of the
 Company.
 
 c) The principal amounts and interest, wherever applicable, are being
 repaid regularly in accordance with the agreed contractual terms.
 Accordingly, paragraphs 4(iii)(c) and 4(iii)(d) of the Order are 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 Companies Act, 1956. Accordingly, paragraphs
 4(iii)(e) to (g) of the Order are not applicable to the Company.
 
 4.  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
 regards 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.
 
 5.  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 Companies Act, 1956 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 and
 arrangements referred to in (a) above and exceeding the value of Rs 5
 lakh with any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules prescribed by the Central Government
 under section 209(l)(d) of the Companies Act, 1956 for maintenance of
 cost records in respect of Vanaspati, Toilet soaps, Lighting products
 and Mini computers/ Microprocessor based system and Data communication
 system 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.
 
 9. 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, Employees State Insurance,
 Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise
 duty and other material statutory dues have been generally regularly
 deposited during the year by the Company with the appropriate
 authorities. As explained to us, the Company did not have any dues on
 account of Investor Education and Protection Fund.
 
 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, Wealth tax, Service tax,
 Customs duty, Excise duty and other material statutory dues were
 outstanding as at March 31, 2009 for a period of more than six months
 from the date they became payable.
 
 There were no dues on account of cess under Section 441A of the
 Companies Act, 1956 since the date from which the aforesaid section
 comes into force has not yet been notified by the Central Government.
 
 b) According to the information and explanations given to us, the
 following dues of Income tax, Excise duty, Customs duty and Sales tax
 have not been deposited by the Company on account of disputes:
 
 Name of the Statute    Nature of dues           Amount unpaid
                                                 (Rs million)
 
 Income Tax Act,        Income tax                      3,228
 1961
 
 Central Excise Act,    Excise duty                       38 
 1944
 
 Central Excise Act,    Excise duty                       78
 1944
 
 Finance Act,, 1994     Service tax                      370
 
 Customs Act, 1957      Customs duty                     389
 
 Customs Act, 1957      Customs duty                      40
 
 Sales Tax Act, 1956    Sales tax                        816
 
 Sales Tax Act, 1956    Sales tax                         44
 
 Assessment     Forum where dispute is pending
 year
 
 2005-2006      Commissioner of Income Tax
                (Appeals)
 
 1989-90 to     Assistant Commissioner of Customs 
 2007-08        and Excise/Deputy Commissioner of
                Customs and Excise
 
 1986-87 to     CESTAT (Tribunal) / Commissioner 
 2004-05        of Customs and Excise (Appeals)/
                Settlement Commission.
 
 2005-08        CESTAT 
 
 1992-93 to     Assistant commissioner of Customs and
 2008-09        Excise/CESTAT
 
 1990-91 to     Supreme Court
 1998-99
 
 1986-87 to     First Appellate Authority
 2005-06
 
 1987-88 to     Tribunal/ Deputy Commissioner of 
 2005-06        Sales Tax/ Assistant Commissioner of 
                Sales Tax/ Assistant Appellate Commissioner.
 
 10.  The Company does not have any accumulated losses at the end of me
 financial year and has not incurred cash losses during the financial
 year and in me immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of any dues to
 any financial institution or bank.
 
 12.  In our opinion and according to the explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.  In our opinion and according to me explanations given to us, me
 Company is not a chit fund/ nidhi/ mutual benefit fund/ society.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, me 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.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans taken by me Company have been applied for
 the purpose for which mey were raised.
 
 17.  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.
 
 18.  The Company has not made any preferential allotment of shares to
 companies/firms/parties covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 19.  The Company did not have any outstanding debentures during the
 year.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  According to the information and explanations given to us, we
 report that no material fraud on or by the Company has been noticed or
 reported during the course of audit.
 
                                                for BSR & Co.
                                                Chartered Accountants
 
                                                Akeel Master
                                                Partner
                                                Membership No.: 046768
 
 Bangalore
 April 22, 2009