Company overview
Wipro Limited (Wipro or the Company), is a leading India based provider
of IT Services, including Business Process Outsourcing (BPO) services,
globally. Further, Wipro has other businesses such as IT Products,
Consumer Care and Lighting and Infrastructure engineering. Wipro is
headquartered in Bangalore, India.
2. Capital commitments
The estimated amount of contracts remaining to be executed on Capital
account and not provided for, net of advances is Rs. 1,682 million(2010 :
Rs. 2,648 million).
3. Contingent Liabilities
Contingent liabilities in respect of
(Rs. in Million)
Particulars As at March 31,
2011 2010
a) Disputed demands for excise 1,472 1,384
duty, customs duty, income tax,
sales tax and other matters
b) Performance and financial 9,706 13,760
guarantees given by banks on
behalf of the Company
c) Guarantees given by the Company 3,919 3,748
on behalf of subsidiaries
The Company is subject to legal proceedings and claims which have
arisen in the ordinary course of its business. The resolution of these
legal proceedings is not likely to have a material and adverse efect on
the financial statements of the Company.
The Companys Indian operations have been established as a Software
Technology Park Unit under a plan formulated by the Government of
India. As per the plan, the Companys India operations have export
obligations to the extent of 1.5 times the employee costs for the year
on an annual basis and 5 times the amount of foreign exchange released
for capital goods imported, over a fve year period. The consequence of
not meeting this commitment in the future would be a retroactive levy
of import duties on certain computer hardware previously imported duty
free. As at March 31, 2011, the Company has met all commitments
required under the plan.
Tax Demands:
The Company had received tax demands from the Indian income tax
authorities for the financial years ended March 31, 2001, 2002, 2003
and 2004 aggregating to Rs. 11,127 million (including interest of Rs. 1,503
million). The tax demands were primarily on account of the Indian
income tax authoritys denial of deductions claimed by the Company
under Section 10A of the Income Tax Act 1961, in respect of Profits
earned by the Companys undertakings in Software Technology Park at
Bangalore. The appeals fled by the Company for the above years to the
frst appellate authority were allowed in favor of the Company, thus
deleting a substantial portion of the demands raised by the Income tax
authorities. On further appeal fled by the income tax authorities, the
second appellate authority upheld the claims of the Company for the
years ended March 31, 2001, 2002, 2003 and 2004.
In December 2008, the Company received, on similar grounds, an
additional tax demand of Rs. 5,388 million (including interest of Rs. 1,615
million) for the financial year ended March 31, 2005. The appeal fled
before the frst appellate authority against the said order has been
allowed in favour of the Company thus deleting substantial demand
raised by the Income tax authorities.
In December 2009, the Company received the draft assessment order, on
similar grounds, with a demand of Rs. 6,757 million (including interest
of Rs. 2,050 million) for the financial year ended March 31, 2006. The
Company had fled its objections against the said demand before the
Dispute Resolution Panel, which later issued directions confrming the
position of the assessing ofcer. Subsequently, the assessing officer
passed the final assessment order in October 2010 raising a tax demand
of Rs. 7,218 million (including interest of Rs. 2,510 million). The Company
has fled an appeal against the said order before the tribunal within
the time limit permitted under the statute.
In December 2010, the Company received the draft assessment order, on
similar grounds, with a demand of Rs. 7,747 million (including interest
of Rs. 2,307 million) for the financial year ended March 31, 2007. The
Company has fled an objection against the said demand before the
Dispute Resolution Panel, within the time limit permitted under the
statute.
Considering the facts and nature of disallowance and the order of the
appellate authority upholding the claims of the Company for earlier
years, the Company believes that the fnal outcome of the above disputes
should be in favour of the Company and there should not be any material
impact on the standalone financial statements.
The Company is subject to legal proceedings and claims which have
arisen in the ordinary course of its business. The resolution of these
legal proceedings is not likely to have a material and adverse efect on
the results of operations or the financial position of the Company.
4. Note on Reserves:
i) Restricted stock units reserve includes Deferred Employee
Compensation, which represents future charge to the Profit and loss
account and employee stock options outstanding to be treated as
securities premium at the time of allotment of shares.
5. Adoption of AS 30
The Company has adopted Accounting Standard 30, issued by ICAI except
to the extent the adoption of AS 30 does not confict with existing
accounting standards prescribed by Companies (Accounting Standards)
Rules, 2006 and other authoritative pronouncements.
The Company has designated USD 262 million (2010: USD 262 million) and
Euro 40 million (2010: Euro 40 million) of forward contracts as hedges
of its net investments in non integral foreign operations. The Company
has also designated a yen-denominated foreign currency borrowing
amounting to JPY 16.5 billion (2010: JPY 18 billion), along with a
foating for foating Cross-Currency Interest Rate Swap (CCIRS), as a
hedging instrument to hedge its net investment in a non-integral
foreign operation. Further, the Company has also designated
yen-denominated foreign currency borrowing amounting to JPY 8 billion
(2010: JPY 8 billion) along with foating for fixed CCIRS as cash flow
hedge of the yen- denominated borrowing and also as a hedge of net
investment in a non-integral foreign operation. As equity investments
in non integral foreign subsidiaries/operations are stated at
historical cost, in these standalone financial statements, the changes
in fair value of forward contracts, the yen- denominated foreign
currency borrowing and the related CCIRS amounting to gain/ (loss) of Rs.
326 million for the year ended March 31, 2011 has been recorded in the
Profit and loss account as part of other income (2010: Rs. 4,378 million).
6. Derivatives
As of March 31, 2011 the Company has recognised losses of Rs. 1,675
million (2010: Rs. 5,099 million) relating to derivative financial
instruments (comprising of foreign currency forward contract and option
contracts) that are designated as efective cash flow hedges in the
shareholders fund.
7. Merger and Acquisitions
Pursuant to the scheme of amalgamation approved by the Honourable High
Courts of Karnataka and Bombay, Wipro Yardley Consumer Care Private
Limited has been merged with the Company with retrospective efect from
April 1, 2010, the Appointed Date. The amalgamation has been accounted
as amalgamation in the nature of merger in accordance with the terms
of the Order. The excess of purchase consideration over the net assets
of the undertaking amounting to Rs. 0.08 million has been adjusted
against capital reserve of the Company. The merger order was received
subsequent to March 31, 2011 but prior to the issuance of the financial
statements, therefore the financial results of the above undertaking for
the period April 1, 2010 to March 31, 2011 have been included in the
year ended March 31, 2011 of the Company.
8. Sale of financial assets
From time to time, in the normal course of business, the Company
transfers accounts receivables, net investment in fnance lease
receivables and employee advances (financials assets) to banks. Under
the terms of the arrangements, the Company surrenders control over the
financial assets and are without recourse. Accordingly, such transfers
are recorded as sale of financial assets. Gains and losses on sale of
financial assets without recourse are recorded at the time of sale based
on the carrying value of the financial assets and fair value of
servicing liability. In certain cases, transfer of financial assets may
be with recourse. Under arrangements with recourse, the Company is
obligated to repurchase the uncollected financial assets, subject to
limits specifed in the agreement with the banks. Accordingly, in such
cases the amount received are recorded as borrowings in the balance
sheet and cash flows from fnancing activities. Additionally, the
Company retains servicing responsibility for the transferred financial
assets.
During the year ended March 31, 2011, the Company transferred financial
assets of Rs. 1,369 million (2010: Rs. 1, 666 million), under such
arrangements. Proceeds from transfer of receivables on non recourse
basis are included in the net cash provided by operating activities in
the statements of cash flows. Proceeds from transfer of receivables on
recourse basis are included in the net cash provided by fnancing
activities. This transfer resulted in a net gain / (loss) of Rs. (7)
million for the year ended March 31, 2011 (2010: Rs. (21) million). As at
March 31, 2011, the maximum amounts of recourse obligation in respect
of the transferred financial assets are Nil (March 31, 2010: Nil).
9. Finance lease receivables
The Company provides lease fnancing for the traded and manufactured
products primarily through fnance leases. The finance lease portfolio
contains only the normal collection risk with no important
uncertainties with respect to future costs. These receivables are
generally due in monthly, quarterly or semi-annual installments over
periods ranging from 3 to 5 years.
Operating leases:
The Company leases ofce and residential facilities under cancelable and
non-cancelable operating lease agreements that are renewable on a
periodic basis at the option of both the lessor and the lessee. Rental
payments under such leases are Rs. 1,848 million and Rs. 1,783 million
during the years ended March 31, 2011 and 2010, respectively.
10. Employee benefit plans
Gratuity: In accordance with applicable Indian laws, the Company
provides for gratuity, a defned benefit retirement plan (Gratuity Plan)
covering certain categories of employees. The Gratuity Plan provides a
lump sum payment to vested employees, at retirement or termination of
employment, an amount based on the respective employees last drawn
salary and the years of employment with the Company. The Company
provides the gratuity benefit through annual contributions to a fund
managed by the Life Insurance Corporation of India (LIC), HDFC Standard
Life, Tata AIG and Birla Sun Life (Insurer). Under this plan, the
settlement obligation remains with the Company, although the Insurer
administers the plan and determines the contribution premium required
to be paid by the Company.
Superannuation: Apart from being covered under the gratuity plan, the
employees of the Company also participate in a defined contribution
plan maintained by the Company. This plan is administered by the Life
Insurance Corporation of India and ICICI Prudential Insurance Company
Limited. The Company makes annual contributions based on a specifed
percentage of each covered employees salary.
For the year ended March 31, 2011, the Company contributed Rs. 168
million (2010: Rs. 246 million) to superannuation fund.
Provident fund (PF): In addition to the above, all employees receive
benefits from a provident fund. The employee and employer each make
monthly contributions to the plan equal to 12% of the covered
employees salary. A portion of the contribution is made to the
provident fund trust established by the Company, while the remainder of
the contribution is made to the Governments provident fund.
The interest rate payable by the trust to the benefciaries is regulated
by the statutory authorities. The Company has an obligation to make
good the shortfall, if any, between the returns from its investments
and the administered rate.
The Guidance on implementing AS 15, Employee benefits issued by the
Accounting Standards Board (ASB) provides that exempt provident funds
which require employers to meet the interest shortfall are in efect
defned benefit plans. The Company believes that it is not practicable
to reliably determine the interest shortfall obligation. Accordingly,
the computation of liability and disclosure in accordance with the
provisions of AS 15 cannot be implemented.
For the year ended March 31, 2011, the Company contributed Rs. 1,824
million (2010: Rs. 1,422 million) to PF.
11. Employee stock option
i) Employees covered under Stock Option Plans and Restricted Stock Unit
(RSU) Option Plans are granted an option to purchase shares of the
Company at the respective exercise prices, subject to requirements of
vesting conditions. These options generally vest over a period of fve
years from the date of grant. Upon vesting, the employees can acquire
one equity share for every option. The maximum contractual term for
these stock option plans is generally 10 years.
ii) The stock compensation cost is computed under the intrinsic value
method and amortised on a straight line basis over the total vesting
period of fve years. For the year ended March 31, 2011, the Company has
recorded stock compensation expense of Rs. 1,310 million, (2010: Rs. 1,224
million).
iii) The compensation committee of the board evaluates the performance
and other criteria of employees and approves the grant of options.
These options vest with employees over a specifed period subject to
fulfllment of certain conditions. Upon vesting, employees are eligible
to apply and secure allotment of Companys shares at a price determined
on the date of grant of options. The particulars of options granted
under various plans are tabulated below. (The numbers of shares in the
table below are adjusted for any stock splits and bonus shares issues).
12. Borrowings
The Company entered into an arrangement with a consortium of banks to
obtain External Commercial Borrowings (ECB) during the year ended March
31, 2008. Pursuant to this arrangement, the Company has availed ECB of
approximately 35 billion Yen repayable in full in March 2013. The ECB
is an unsecured borrowing and the Company is subject to certain
customary restrictions on additional borrowings and quantum of payments
for acquisitions in a financial year.
13. Income Tax
The provision for taxation includes tax liability in India on the
companys worldwide income. The tax has been computed on the worldwide
income as reduced by the various deductions and exemptions provided by
the Income tax Act in India (Act) and the tax credit in India for the
tax liabilities payable in foreign countries.
Most of the Companys operations are through units in Software
Technology Parks (STPs). Income from STPs is eligible for 100%
deduction upto March 31, 2011. The Company also has operations in
Special Economic Zones (SEZs). Income from SEZs are eligible for 100%
deduction for the frst 5 years, 50% deduction for the next 5 years and
50% deduction for another 5 years subject to fulflling certain
conditions.
Pursuant to the amendments in the Act, the Company has calculated its
tax liability after considering the provisions of law relating to
Minimum Alternative Tax (MAT). As per the Act, any excess of MAT paid
over the normal tax payable can be carried forward and set of against
the future tax liabilities. Accordingly an amount of Rs. 126 million
(2010: Rs. 195 million) is included under Loans and Advances in the
balance sheet as of March 31, 2011.
14. The Company publishes standalone financial statements along with
the consolidated financial statements in the annual report. In
accordance with Accounting Standard 17, Segment Reporting, the Company
has disclosed the segment information in the consolidated financial
statements.
15. Corresponding fgures for previous year presented have been
regrouped, where necessary, to conform to the current year
classification.
16. Additional Information Schedule VI
|