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Wipro
BSE: 507685|NSE: WIPRO|ISIN: INE075A01022|SECTOR: Computers - Software
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Explore Wipro connections « Mar 10
Notes to Accounts Year End : Mar '11
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
 
Source : Dion Global Solutions Limited
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