We have audited the attached balance sheet of Wipro Limited (the
Company) as at March 31, 2011, the Profit and loss account and the cash
flow statement for the year ended on that date, annexed thereto. These
fnancial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these fnancial
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
fnancial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the fnancial statements. An audit also includes
assessing the accounting principles used and signifcant estimates made
by management, as well as evaluating the overall fnancial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
1. As required by the Companies (Auditors 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 specifed 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 Act ;
e) on the basis of written representations received from the directors
as on March 31, 2011 and taken on record by the Board of Directors, we
report that none of the directors is disqualifed as at March 31, 2011
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 afairs of the
Company as at March 31, 2011;
2) in the case of the Profit and loss account, 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.
Annexure to the 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, 2011
(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 verifcation of its
fixed assets by which all fixed assets are verifed in a phased manner
over a period of three years. In our opinion, this periodicity of
physical verifcation 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 verifcation.
(c) Fixed assets disposed of during the year were not substantial, and
therefore, do not affect the going concern assumption.
(ii) (a) The inventory (including stocks lying with third parties),
except goods-in-transit, has been physically verifed by the management
during the year. In our opinion, the frequency of such verifcation is
reasonable.
(b) The procedures for the physical verifcation 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 verifcation between the physical
stocks and the book records were not material.
(iii) (a) The Company has granted loans to wholly owned subsidiaries
covered in the register maintained under Section 301 of the Companies
Act, 1956 (“Act”). The maximum amount outstanding during the year and
the year-end balance of such loans are as follows:
(Rs.in million)
Name of the entity Maximum amount Year-end balance
outstanding during
the year
Wipro Cyprus Private
Limited 1,577 1,577
Wipro Singapore Pte.
Limited 22 22
Wipro Holdings (Mauritius)
Limited 3 3
Wipro Inc 2,007 2,007
(b) In our opinion, the rate of interest, where applicable and other
terms and conditions on which loans have been granted to companies,
frms 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.
Accordingly, paragraph 4(iii) (d) of the Order is not applicable to the
Company.
(d) The Company has not taken any loans, secured or unsecured, from
companies, frms 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 and
arrangements referred to in (a) above and exceeding the value of Rs. 5
lakh with each party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time except for purchase of certain services which are for the
Companys specialised requirements and similarly for sale of certain
goods and services for the specialised requirements of the buyers and
for which suitable alternative sources are not available to obtain
comparable quotations. However, on the basis of information and
explanations provided, the same appear reasonable.
(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 maintained by the
Company pursuant to the rules prescribed by the Central Government of
India for maintenance of cost records under section 209(1)(d) of the
Act, 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.
(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.
There are no dues on account of Cess under Section 441A of the Act
since the date from which the aforesaid Section comes into force has
not yet been notifed by the Central Government of India.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth
tax, Service tax, Customs duty, Excise duty and other material
statutory dues were in arrears as at March 31, 2011 for a period of
more than six months from the date they became payable.
(b) According to the information and explanation given to us, 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. mn)
Income Tax Act, 1961 Income tax and interest 3,235
demanded
The Central Excise
Act, 1944 Excise duty demanded 47
Customs Act, 1962 Customs duty, interest and 579
penalty demanded
Customs Act, 1962 Customs duty demanded 44
State Sales Tax/VAT
and CST (pertaining to Sales tax, interest and penalty 1,128
various states) demanded
State Sales Tax/VAT
and CST (pertaining
to Kerala Sales tax and penalty demanded 25
and Karnataka)
Entry Tax (Karnataka) Entry tax demanded 6
Finance Act, 1994 -
Service tax Service tax and interest 520
demanded
Name of the Statue Period to which Forum where dispute is
the amount relates pending
(Assessment year)
Income Tax Act, 1961 2006-2007 Income tax Appellate
Tribunal
The Central Excise
Act, 1944 1997-98 to 2008-09 Appellate Authority /
CESTAT
Customs Act, 1962 1991-92 to 2008-09 Appellate Authority
/CESTAT
Customs Act, 1962 1990-98 and 2005-06 Supreme court / High
court
State Sales Tax/VAT and
CST (pertaining to
various states) 1986-87 to 2009-10 Appellate Authority/
Appellate
Tribunal
State Sales Tax/VAT and
CST (pertaining to Kerala
and Karnataka) 1999-00 to 2006-07 Supreme court / High
court
Entry Tax (Karnataka) 2005-09 Appellate Tribunal
Finance Act, 1994 -
Service tax 2001-02 to 2008-09 Appellate Authority /
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
fnancial year and has not incurred cash losses during the fnancial year
and in the immediately preceding fnancial 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
bankers or to any fnancial institutions. The Company did not have any
outstanding debentures 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 beneft
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 fnancial
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/frms/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.
Chartered Accountants
Firm Registration No: 101248W
Natrajh Ramakrishna
Partner
Membership No. 032815
Bangalore
April 27, 2011
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