1. 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. Share application money pending allotment
(a) Number of shares proposed to be issued for share application money
pending allotment outstanding as of March 31, 2012 and 2011 is 150,824
and 211,605 respectively representing the shares to be issued under
employee stock option plan formulated by the Company.
(b) Securities premium on account of shares pending allotment amounts
to Rs 39 and Rs 55 as of March 31, 2012 and 2011, respectively. The
shares pending allotment as of the year-end is expected to be allotted
upon the completion of the vesting period based on the grant to which
it pertains to.
(c) The Company has sufficient authorized equity share capital to cover
the share capital on allotment of shares pending allotment as of March
31, 2012 and 2011.
(d) There are no interest accrued and due on amount due for refund as
of March 31, 2012 and 2011.
(e) No shares are pending for allotment beyond the period for allotment
as of March 31, 2012 and 2011.
(a) Obligation under finance lease is secured by underlying fixed
assets. These obligations are repayable in monthly installments within
the year ending March 31, 2014. These obligations carry an interest
rate of 15.6%.
(b) 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 April 2013.
The ECB carries an average interest rate of 1.86% p.a. 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.
(c) Interest free loan from State Government is repayable in five equal
annual installments of Rs 7 starting from financial year 2013-14.
(d) Unsecured loans from others are repayable in monthly installments
within the year ending March 31, 2015. The interest rate for these
loans ranges from 6.03% to 7.21%.
As of March 31, 2012 and 2011, the Company has complied with the
covenants under the loan arrangements.
(a) Includes gross block of Rs 1,270 (2011: Rs 1,270) and accumulated
amortisation of Rs 63 (2011: Rs 104) being leasehold land.
(b) Include gross block of Rs 37 and accumulated depreciation of Rs 17 on
account of merger.
(c) Includes Plant and machinery of Rs 25 (2011: Rs 25) and Furniture &
fixtures of Rs 5 (2011: Rs 5) for research and development assets.
(d) Interest capitalised aggregated to Rs 43 and Rs 137 for the year
ended March 31, 2012 and 2011 respectively.
(a) value of investments is less than one million rupees.
(b) Investments in this company carry certain restrictions on transfer
of shares as provided for in the shareholders'' agreements.
a) Cash and cash equivalents include restricted cash balance of Rs 22
and Rs 20, primarily on account of unclaimed dividends, as of March 31,
2012 and 2011, respectively.
b) The deposits with banks comprise time deposits, which can be
withdrawn at any time without prior notice and without any penalty on
3. Capital commitments
The estimated amount of contracts remaining to be executed on Capital
account and not provided for, net of advances is Rs 1,248 (2011: Rs
4. Contingent Liabilities
Contingent liabilities in respect of:
As of March 31,
a) Disputed demands for excise duty, customs
duty, income tax, sales tax and other matters 2,374 1,472
b) Performance and financial guarantees given
by banks on behalf of the Company 18,986 9,706
c) Guarantees given by the Company on behalf
of subsidiaries 5,597 3,919
The Company''s Indian operations have been established as units in
Special Economic Zone and Software Technology Park Unit under plans
formulated by the Government of India. As per the plan, the Company''s
Indian operations have export obligations to the extent of net positive
foreign exchange (i.e. foreign exchange inflow - foreign exchange
outflow should be positive) over a five year period. The consequence of
not meeting this commitment in the future would be a retroactive levy
of import duties on certain hardware previously imported duty free. As
of March 31, 2012, the Company has met all commitments required under
The Company had received tax demands aggregating to Rs 40,040 (including
interest of Rs 10,616) arising primarily on account of denial of
deduction under Section 10A of the Income Tax Act, 1961 in respect of
profit earned by the Company''s undertaking in Software Technology Park
at Bangalore for the years ended March 31, 2001 to March 2008. The
appeals filed against the said demand before the Appellate authorities
have been allowed in favor of the Company by the second appellate
authority for the years upto March 2004 and further appeals have been
filed by the Income tax authorities before the Hon''ble High Court. The
first appellate authority has granted relief for the year ended March
31, 2005 and further appeal has been filed by the Income tax
authorities before the Income-tax Appellate Tribunal. The Company is in
appeal before the Income-tax Appellate Tribunal for the years ended
March 31, 2006 and March 31, 2007 after receiving the assessment orders
following the directions of the Dispute Resolution Panel. For the year
ended March 31, 2008, the objections against the draft assessment order
are pending before the Dispute Resolution Panel.
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 final outcome of the above
disputes should be in favor of the Company and there should not be any
material impact on the 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 effect
on the results of operations or the financial position of the Company.
5. Adoption of AS 30
The Company has applied the principles of AS 30, as per announcement by
ICAI except to the extent such principles of AS 30 does not conflict
with existing accounting standards prescribed by Companies (Accounting
Standards) Rules, 2006.
The Company has designated USD 262 million (2011: USD 262 million) and
Euro 40 million (2011: 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 (2011: JPY 16.5 billion), along with a
floating for floating 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
(2011: JPY 8 billion) along with floating 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
(2,787) for the year ended March 31, 2012 has been recorded in the
statement of profit and loss as part of other income (2011: Rs 326).
As of March 31, 2012 the Company has recognized losses of Rs 2,047
(2011: Rs 1,675) relating to derivative financial instruments
(comprising foreign currency forward contract and option contracts)
that are designated as effective cash flow hedges in the shareholders''
The following table presents the aggregate contracted principal amounts
of the Company''s derivative contracts outstanding as of:
As of the balance sheet date, the Company has net foreign currency
exposures that are not hedged by a derivative instrument or otherwise
amounting to Rs 21,492 (2011 : Rs 27,733).
7. Sale of financial assets
From time to time, in the normal course of business, the Company
transfers accounts receivables, net investment in finance lease
receivables and employee advances (financials assets) to banks. Under
the terms of the arrangements, the Company surrenders control over the
financial assets and is 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 specified 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 financing activities. Additionally, the
Company retains servicing responsibility for the transferred financial
During the year ended March 31, 2012, the Company transferred financial
assets of Nil (2011: Rs 1,369), 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 financing activities. This transfer resulted
in a net gain / (loss) of Nil for the year ended March 31, 2012 (2011:
Rs (7)). As of March 31, 2012, the maximum amounts of recourse
obligation in respect of the transferred financial assets are Nil
8. Finance lease receivables
The Company provides lease financing for the traded and manufactured
products primarily through finance 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.
The Company leases office 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 2,154 and Rs 1,848 during the years
ended March 31, 2012 and 2011, respectively.
9. Employee benefit plans
Gratuity: In accordance with applicable Indian laws, the Company
provides for gratuity, a defined 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 employee''s
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.
The Company has invested the plan assets with the insurer managed
funds. The expected rate of return on plan asset is based on
expectation of the average long term rate of return expected on
investments of the fund during the estimated term of the obligation.
Expected contribution to the fund during the year ending March 31, 2013
is Rs 336.
The Company assesses these assumptions with its projected long-term
plans of growth and prevalent industry standards. The estimates of
future salary increase, considered in actuarial valuation, take account
of inflation, seniority, promotion and other relevant factors such as
supply and demand factors in the employment market.
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 specified
percentage of each covered employee''s salary.
For the year ended March 31, 2012, the Company has reversed (net) Rs
(38), being excess the contribution (2011: contribution recognised Rs
168) to superannuation fund, in the statement of profit and loss.
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
employee''s 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 Government''s provident fund.
The interest rate payable by the trust to the beneficiaries 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.
Upto year ended March 31, 2011, in the absence of guidance from the
Actuarial Society of India, actuarial valuation could not have been
applied to reliably measure the provident fund liabilities. During the
year ended March 31, 2012, the Actuarial Society of India issued the
final guidance for measurement of provident fund liabilities.
Accordingly, based on such actuarial valuation there is no shortfall in
the fund as of March 31, 2012.
For the year ended March 31, 2012, the Company contributed Rs 2,125
(2011: Rs 1,824) towards provident fund.
As of March 31, 2012, provision for leave encashment of Rs 3,289 has
been presented under Provisions - Employee retirement benefits. The
liability as of March 31, 2011 of Rs 2,028 that was previously included
under Sundry Creditors in the financial statements for year ended March
31, 2011 prepared under the pre-revised Schedule VI of the Companies
Act, 1956, has now been accordingly reclassified under provisions.
Provision for leave encashment is a deferred deduction under the tax
laws which can be claimed only on actual payment. Accordingly, the
consequent impact on current and deferred tax has been given effect.
10. Employee stock option
i) Employees covered under Stock Option Plans and Restricted Stock Unit
(RSU) Option Plans (collectively stock 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 five 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
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 five years The instrinic value on the date of grant
approximates the fair value. For the year ended March 31, 2012, the
Company has recorded stock compensation expense of Rs 878 (2011: Rs
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 specified period subject to
fulfillment of certain conditions. Upon vesting, employees are eligible
to apply and secure allotment of Company''s shares at a price determined
on the date of grant of options. The particulars of options granted
under various plans are tabulated below. (The number of shares in the
table below are adjusted for any stock splits and bonus shares issues).
The weighted-average grant-date fair value of options granted during
the year ended March 31, 2012 was Rs 449.80 (2011: Rs 417.65) for each
option. The weighted average share price of options exercised during
the year ended March 31, 2012 was Rs 399.22 (2011: Rs 424.28) for each
The fair value of 30,000 options granted during the year ended March
31, 2012 (other than at nominal exercise price) has been estimated on
the date of grant using the Black-Scholes-Merton option pricing model.
The fair value of share options has been determined using the following
** Includes amortization expense relating to options granted to
employees of the Company''s subsidiaries, amounting to Rs 76 (2011: Rs
123). This expense has been debited to respective subsidiaries.
Earnings per share and number of shares outstanding for the year ended
March 31, 2011 have been adjusted for the two equity shares for every
three equity shares stock dividend approved by the shareholders on June
11. The Management has identified enterprises which have provided goods
and services to the Company and which qualify under the definition of
micro and small enterprises, as defined under Micro, Small and Medium
Enterprises Development Act, 2006. Accordingly, the disclosure in
respect of the amounts payable to such enterprises as of March 31, 2012
has been made in the annual financial statements based on information
received and available with the Company. The Company has not received
any claim for interest from any supplier under the said Act.
On June 10, 2011, the Company acquired the global oil and gas
information technology practice of the Commercial Business Services
Business Unit of Science Applications International Corporation Inc.,
Delaware, USA (''SAIC'') through an Asset and Stock Purchase agreement
(''ASPA''). SAIC''s global oil and gas practice provides consulting,
system integration and outsourcing services to global oil majors with
significant domain capabilities in the areas of digital oil field,
petro-technical data management and petroleum application services,
addressing the upstream segment. The Company believes that the
acquisition will further strengthen Wipro''s presence in the Energy,
Natural Resources and Utilities domain. In accordance with the ASPA,
all fixed assets, current assets and liabilities, right and obligations
of the oil and gas business of US and Canada have been vested with the
Company. The acquired assets and liabilities recorded in the books of
SAIC relating to the US and Canada oil and gas business are recorded by
the Company at their respective book values. The goodwill of Rs 3,219
comprises value of expected synergies arising from the acquisition. The
purchase consideration of Rs 3,781was settled in cash.
13. Income Tax
The provision for taxation includes tax liability in India on the
Company''s 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 Company''s operations are through units in Special Economic
Zone and Software Technology Parks (''STPs''). Income from STPs is not
eligible for deduction from April 01, 2011. Income from SEZ''s are
eligible for 100% deduction for the first 5 years, 50% deduction for
the next 5 years and 50% deduction for another 5 years subject to
fulfilling certain conditions.
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 off against the future tax liabilities. Accordingly an
amount of Rs 1,060 is included under ''Short term loans and advances'' in
the balance sheet as of March 31, 2012 (March 31, 2011: Rs 126).
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
15. Hitherto the applicability of revised Schedule VI from the current
year, the Company has reclassified previous year figures to conform to
this year''s classification. The adoption of revised Schedule VI does
not impact recognition and measurement principles followed for
preparation of the financial statements. However, it significantly
impacts presentation and disclosures made in the financial statements,
particularly presentation of Balance Sheet.