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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER


Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the year ended March 31, 2005

Commission File Number 001-16139

 


WIPRO LIMITED

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

Bangalore, Karnataka, India

(Jurisdiction of incorporation or organization)

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011

(Address of principal executive offices)

 

      Indicate by check mark if registrant files or will file annual reports under cover Form 20-F or Form 40-F.

     
Form 20-F          x   Form 40-F          o

      Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g- 3-2(b) under the Securities Exchange Act of 1934.

     
Yes          o   No          x

      If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g 3-2(b)

      Not applicable.

 
 

 


TABLE OF CONTENTS

VALUE IN NUMBERS
LETTER TO STAKEHOLDERS
WIPRO BUSINESSES
PRACTICING VALUES TO CREATE VALUE
DIRECTORS’ REPORT
REPORT ON CORPARATE GOVERNANCE
FINANCIAL STATEMENTS
ANNUAL REPORT FILED WITH SECURITIES AND EXCHANGE COMMISSION (FORM 20-F)
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4


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     This Form 6-K contains our Annual Report for the fiscal year ended March 31, 2005 that we mailed to holders of our Equity Shares and our American Depository Shares, or ADSs, on or about June 27, 2005.

     We have attached the notice for our Annual General Meeting and related Proxy Forms that we mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.1 to this Form 6-K. We have also attached the notice and proxy card for amendment to the objects clause of the memorandum of association of our Company that is required by Indian law to be mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.2 to this Form 6-K. In addition, we have also attached the notices and proxy cards for the merger of Spectramind Limited, Mauritius and Spectramind Limited, Bermuda with Wipro Limited and the merger of Wipro BPO Solutions Limited with Wipro Limited, as required by Indian law to be mailed to holders of our Equity Shares and holders of our ADSs as Exhibit 99.3 and Exhibit 99.4, respectively, to this Form 6-K.

     The information contained in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 


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(COVER GRAPHIC)

 


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(OUR PROMISE)
OurPromisewithutmostrespecttoHumanValues,wepromisetoserveourCustomerwithIntegrity,throughInnova tive,ValueforMoneySolutions,byApplyingThought,dayafterday.

 


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CONTENTS

         
Value in numbers
    02  
 
       
 
       
Letter to stakeholders
    04  
 
       
 
       
Wipro businesses
    08  
 
       
 
       
Practicing values to create value
    10  
 
       
 
       
Directors’ report
    33  
 
       
 
       
Report on corporate governance
    46  
 
       
 
       
Financial statements
    71  
 
       
 
       
Annual Report filed with United States
Securities and Exchange Commission (Form 20F)
    132  
 
       
 
       
 
       
Board of Directors
  Inside back cover

 


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(VALUE IN NUMBERS)
ValueinnumbersSalesandOtherIncome*ProfitafterTax*8210yearCAGR25%10yearCAGR47%Rs.BnRs         .Bn5916431099.41994-952002-032003-042004-051994-952002-032003-042004-05*FromContinuingOperations*Fro mContinuingOperationsOperatingCashFlowsMarketCapitalization18Rs.Bn10yearCAGR57%Rs.Bn(US$14B n**)466*10304726851994-952002-032003-042004-052002-032003-042004-05*BasedonmarketpriceasonMarc h31,2005ofRs.663**BasedonADRpriceof$20.41RevenuesfromGlobalITGlobalITServicesService s&ProductsServicelinecomposition2004-05$Mn1,35310yearCAGR57%InfrastructureApplicationo utsourcingDevelopment&943R&DServices6%Maintenance28%32%62528ConsultingBPOServicesPac kageTesting5%11%ImplementationServices1994-952002-032003-042004-0511%7%2

 


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WIPRO LIMITED CONSOLIDATED

    SEGMENT WISE BUSINESS PERFORMANCE   Rs. in Million

                                             
     
  Particulars   Year ended March 31,  
        2003       2004       2005       % Growth    
                                over 2004    
                             
 
Segment Revenue*
                                         
 
Global IT Services and Products
      30,487         43,575         60,753         39    
 
India & AsiaPac IT Services and Products
      8,395         9,762         13,964         43    
 
Consumer Care and Lighting
      2,991         3,649         4,723         29    
 
Others
      1,468         1,826         2,258         24    
 
TOTAL
      43,341         58,812         81,698         39    
 
Profit before Interest and Tax – PBIT *
                                         
 
Global IT Services and Products
      8,451         9,539         16,041         68    
 
India & AsiaPac IT Services and Products
      557         792         1,042         32    
 
Consumer Care and Lighting
      436         551         672         22    
 
Others
      240         277         397         43    
 
TOTAL
      9,684         11,159         18,152         63    
 
Interest (Net) and Other Income
      634         873         796              
 
Profit Before Tax*
      10,318         12,032         18,948         57    
 
Income Tax expense
      (1,343 )       (1,681 )       (2,750 )            
 
Profit for the period*
      8,975         10,351         16,198         56    
 
Net Loss on discontinuance of ISP business
      (378 )                            
 
Profit before Share in earnings /(losses) of affiliates and minority interest
      8,597         10,351         16,198         56    
 
Share in earnings of affiliates
      (355 )       23         175              
 
Minority interest
      (37 )       (59 )       (88 )            
 
PROFIT AFTER TAX
      8,205         10,315         16,285         58    
 
Earnings per share – EPS
                                         
 
(PY: Adjusted for bonus issue in ration of 2:1)
                                         
 
Basic (In Rs.)
      11.83         14.87         23.41              
 
Diluted (In Rs.)
      11.81         14.85         23.19              
                             
 
Operating Margin*
                                         
 
Global IT Services and Products
      28 %       22 %       26 %            
 
India & AsiaPac IT Services and Products
      7 %       8 %       7 %            
 
Consumer Care and Lighting
      15 %       15 %       14 %            
 
TOTAL
      22 %       19 %       22 %            
 
Return on average capital employed*
                                         
 
Global IT Services and Products
      62 %       47 %       62 %            
 
India & AsiaPac IT Services and Products
      54 %       53 %       63 %            
 
Consumer Care and Lighting
      60 %       86 %       89 %            
 
TOTAL
      31 %       30 %       39 %            
                             
* From Continuing Operations

(PIE CHARTS)

CompositionofBusinessVerticals2004-05*GeographywiseActiveCustomers*Retailcomposition ofrevenues*Financial12%421ServicesNos.Energy&Utilities18%NorthEurope11%America30 %65%339TelecomServiceManufacturing288Providers5%12%EmbeddedCorporate/GovtSystems&9%P roductJapanEngineeringHealthCare4%Telecom&14%1%InternetworkingRestofworld18%1%2002-032003-042004-05
* For Global IT Services & Products

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Letter to
Stakeholders

(AZIM H PREMJI)
Azim H Premji, Chairman



      

Dear Stakeholder,

Wipro is in good shape. Over the last few years, we have systematically nurtured growth. We have invested in new growth areas and simultaneously restructured existing growth engines. Both these strategic initiatives have helped in sustaining our value creation potential for customers and shareholders alike. In the 59 years of existence, we have learnt that to build sustainable value, we need to stay close to our customers and constantly reinvent ourselves. The only way to manage the future is by anticipating it well before it happens. This means remaining alert to changing customer needs, emerging market trends and quickly aligning ourselves to them. After all, if the saw is not regularly sharpened, it loses its edge.

The net result of all our initiatives is that we now have a strong portfolio of

businesses and services that can lead industry growth and create superior value over time. And the good news is that some of the benefits of the initiatives are beginning to reflect in our operations and operating results. If you look at the results of the past year for Wipro, you can be proud that your company:

 Posted strong results in all its businesses – Revenues grew 39%, fuelled by strong growth in all businesses. Revenue in Dollar terms in our Global IT business grew 43%, while all other businesses delivered Revenue growth that were at the top of industry growth rate.

 Delivered broad-based growth across geographies, verticals and services lines in its Global IT business – Every single vertical posted good growth. More importantly, our differentiated Services such as Technology Infrastructure Services and



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Testing Services grew ahead of the overall growth rate, as did our Europe geography where we invested early.

 Grew profits ahead of its Revenues as Operating Margins expanded in a year of Offshore cost pressure and significant Rupee appreciation.

 Translated strategic initiatives into operating results – growth rate of our differentiated services in our Global IT business and the strong growth in newer services and geographies in our India, Middle East and Asia Pac IT business indicating the success.

continue to live amidst dire poverty and amongst other ills. But with relentless hard work and focused energy in the right direction, I am convinced that things can only change for the better. Change will not be easy, but will be achieved.

I am no economist or sociologist, but I do see clear trends around me. Some of these are :

 The recognition that human resources, complete with human endeavor, intelligence and spirit are the greatest drivers of societal growth and development. Large populations, poverty and scarcity do not represent only



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 Benefited from the fundamental faith you had in your other businesses – Wipro Consumer Care and Lighting is among the fastest growing FMCG companies in India for the second consecutive year and Wipro’s infrastructure engineering business leveraged the opportunities in the increased spends on infrastructure in India.

As I look ahead, to any time horizon, I feel very enthused about the future. The forces shaping our society are fundamental and seek to not only improve our lot economically but also make the world a better place to live in.

It is not as if there are no dark clouds – we have all lived through September11, and

a problem, but an immense opportunity as well. For this opportunity to be utilized to its fullest potential, education, healthcare, infrastructure and other social investments are essential. This realization has given a fresh impetus to these initiatives. At the individual level, this will drive equality and at the aggregate level, it will drive economic and social progress.

 Technology has a great role to play in creating a momentum for progress. Technology can improve productivity at every level and thereby multiply gains in a systematic and pervasive manner. Sometimes, when I look back, I wonder what we ever did without the cell phones and the computers! Life may have been



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simpler then. But such changes occur only in one direction. The truth is once we know there is a better way of doing things, few people would want to go back to the old ways.

 A deep and abiding faith that people and organizations can be successful only by sticking to Values. This is a heartening reversal of the view held by some people, that ethical behavior was an obstacle to business success. Over the last few years, there is an increasing conviction in the minds of people that doing the ‘right thing’ is good for the business, good for the individual and good for society. Ethical behavior cannot be mandated. It has to spring from within. By practicing Values, sincerely and consistently, one creates Value.

To us in Wipro, our primary satisfaction comes not only from the robust financial results but from the fact that this success has been built upon a strong foundation of Values. The future looks so exciting to us, because in a very real sense Wipro is fully aligned with the three important forces or vectors I mentioned before : People, Technology and Values.

 It is the endeavour, intelligence and commitment of each Wiproite that has driven the success of Wipro. Wipro truly respects its talent. This talent continues to grow, as Wipro spans the globe – across 26 countries, with employees from over 15 nations.

 Our technology expertise is another core pillar of our success in all our businesses and particularly in getting the global stature for our IT business. Our Quality process,

continually improved by Six Sigma and Lean techniques, are sharply focused on making our customers successful in their endeavors. We are at the very tip of the technology driven productivity vector.

 Our unyielding commitment to Wipro Values, has been, I believe the core reason of our success. This is reflected in the theme of this year’s annual write-up. We in Wipro believe that we are Creating Value by PracticingValues.

I thank you for your confidence in Wipro. As long term partners, many of you have stood by us through periods of transformation. Even though our journey of transformation is not complete and our dream of leadership far from fulfillment, the essential elements – Value,Vision, Strategy, Execution – are all there. Wipro is in good shape, more than ever before.

 

Very sincerely

 

-s- Azim H Premji

Azim H Premji
Chairman
April 30, 2005



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Wipro Businesses
Wipro Technologies — Global IT Services & Products business
Wipro Technologies is the global consulting, technology and business process services business of Wipro Limited. We provide a complete range of technology-based business services ranging from integrated business, technology and process solutions including systems integration, package implementation, software application development and maintenance,transaction processing to knowledge based services, to Global 2000 customers on a global services delivery platform.
Our key differentiators include end-to-end services, an adaptive, value-driven engagement model and a fanatical focus on quality in every aspect of service delivery.
Our 360° service portfolio covers Enterprise Applications, Infrastructure Services, BPO Services, R&D Services and Consulting across various domains. We combine a proven global services delivery model, with quality leadership based on a
secure and reliable infrastructure in bringing significant value to our customers. We are the largest third-party R&D service provider in the world, have among the world’s largest technology infrastructure management practices and are among the Top 3 offshore BPO service providers by revenue.
Wipro Technologies is committed to creating technology-driven solutions which realize clients’ business aspirations. We are the first global services company to adopt an industry-driven market facing structure and have over 20 industry facing Centers of Excellence, which create solutions and build expertise for the specific needs of individual industries.
We currently engage with over 421 clients (with 151 Forbes 2000 and 89 Global 500 clients) across 4 continents in 35 countries through global delivery centers in 38 locations including 10 near shore centers in the US, UK, Germany, China, Japan, Finland and Sweden. We are the world’s 1st PCMM, CMM, CMMi Level 5 Software Services Company and are the first company outside USA to receive the IEEE Software Process Award.
Wipro Infotech — India and Asia Pac IT Services and Products business
Wipro Infotech is the leading IT Services, Solutions & Products business of Wipro Limited with operations in India,Asia Pacific and the Middle East.
Our portfolio of IT services include IT consulting, personal computing and enterprise products, IT infrastructure management and systems integration services, software application development, package implementation and total outsourcing services. We deliver and deploy large complex projects which span multiple service lines and manage the entire IT lifecycle of our customers. We do this through best of breed partnerships with leading technology providers, with wide geographic reach for our support services, our strong focus on operations excellence, quality, and innovation. People are our strongest asset and we have one of the best consultants, technical experts and domain skills in the country today, enabling us to demonstrate direct benefits on business needs to customers.
A panoramic view of Wipro Campus in Bangalore India

 


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Wipro Consumer Care and Lighting -FMCG business
Wipro Consumer Care and Lighting is a leading player in the branded consumer products market with presence in personal care, baby care, wellness products and domestic & institutional Lighting. Our flagship brand Santoor is India’s second largest popular soap brand, and is ranked 19th in personal care in India. The business grew across all brands. Acquired brands Chandrika Ayurvedic soap and Glucovita glucose powder, new launches such as Wipro Sanjeevani Honey,Wipro Sanjeevani Isabgol and Wipro Safewash liquid detergents, our existing businesses in Lighting and modular furniture in the institutional segment, recorded excellent growth.

 


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Practicing Values
to Create Value

Prologue

Traditional management thought and practice holds that a business is essentially a robust economic engine to drive shareholder wealth. For years companies have rested their survival mantra on growth in revenues and profitability.

At Wipro, philosophically and in practice, we regard this as a key tenet, but not the only one. Value creation for shareholders is necessary — absolutely necessary — but not the sole purpose of our existence.

Also, as conventional management suggests, is Wipro an instrument of wealth creation? Does Wipro exist to help its customers do better business? Is Wipro an attempt to realize the promise of technology? Is Wipro a force helping in changing the social and economic aspirations of the common man? Or, is Wipro a social organization that gives people an opportunity to find meaning in life?

We believe Wipro is an idea. An idea that economic progress and social development can go hand in hand. An idea that transparency and integrity can not only co-exist with business success, but actually drive it. An idea that a corporation is not a machine, but a thriving social system of people coming together to make life better, for themselves and for the world around.

The power of an idea rests in its realization. All things are conceived twice – first in the mind and then in reality. It is true of the Taj Mahal, the Pyramids, or the Great Wall – where the ideas conceived in mind were realized through action. So we looked at

      











Wipro’s history for illustrations of this idea. Not just in Wipro’s community initiatives, but also in the way our core business is conducted. And realized that the idea is not an idea with a tinge of finality, but a continuous journey.

All ideas are outcomes of our deepest beliefs. We were amongst the earliest corporations to explicitly state what we believed in and crystallized them as Wipro Beliefs. Since then it has evolved and is evolving with the environment, while remaining steadfast in intent and practice, which now manifests as Values.

At Wipro, Values are what we have held sacrosanct, all through our existence as an organization. Over the last six decades, it has been our constant attempt to build Wipro on a strong foundation of Values. Values that act as a guiding beacon in all our thoughts and actions.

We have learnt that practicing our Values makes immense business sense. For instance, good talent approaches us, because we respect individuals and offer opportunities for growth. Fine organizations partner with us because we are fair to them and believe in growing with them. And we find the best customers because we offer the best value, and deliver on commitments that we make to them.

In the next few pages we present a glimpse of how we have attempted to practice each of our four Values to create value for our stakeholders – community, employees, customers and shareholders.

      

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Creating Value for
the Community

Over the years, Wipro has reached a position from which it can contribute significantly to community development. For us, this is reason enough to engage meaningfully with the world around us. For two fundamental beliefs have guided our engagement with society: One, that Wipro is a socio-economic citizen. Two, if you can do good, you must.

This led us to the next debate: what should Wipro do? We decided to rally our

need to drastically improve quality. Hence the mandate we have given ourselves is to contribute significantly to improving the quality of Indian school education. We think this focus will lead to a large multiplier effect on human development.

That is practicing Human Values for us – being sensitive to the individual needs, and then going ahead and creating a win for them. That is practicing Innovation for us. Consistently offering novel and superior



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resources around one big idea, an idea with leverage for significant social impact. Also, we decided against creating external support structures – roads, hospitals, institutions – for no amount of brick can surrogate the ability of an individual to support himself. In contrast, education is a fundamental enabler of progress – for an individual and for a nation. Good education empowers us to shape our future, to understand our role in society and contribute to social progress.

Given the state of Indian education, we feel strongly that there is an urgent and critical

solutions to satisfy the needs of individual stake holder; in this case the community. What gives us satisfaction is that several Wiproites have taken up this initiative on their own, too.

Wipro’s contribution to the community is carried through two initiatives – Wipro Applying Thought in Schools and Wipro Cares. The former is a structured initiative with active participation of all stake holders in the area of education with Wipro being the rallying point. The latter is an employee driven initiative which provides a channel for employees to contribute to the society.



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Wipro Applying Thought in Schools

The Wipro Applying Thought in Schools initiative was triggered when Wipro realized that even the best people leaving our education system do not necessarily bring life-skills to the workplace. Education, with its focus on memorization and ‘doing well in exams’ is strongly disconnected from the needs of the student and society. Through this initiative, we strive to rekindle the spirit of curiosity in our children, and allow them

spearhead change through action research and advocacy.

For example, our Teachers’ Programme spread over two years, aims to transform the teacher into a ‘reflective practitioner’ through workshops and school based support. It helps teachers appreciate that knowledge is built through an evolving process of interpreting experience. The role of a teacher is to create right experiences and to guide the learner in



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Human Values

We respect the unique
needs of Customers and
employees. We are
sensitive to their differing
needs in our interactions
with them.

to develop into critical, creative, and caring citizens.

Since its initiation in early 2001, Wipro Applying Thought in Schools has reached out to over 4,500 teachers and principals from 241 schools in 14 states across the country. Our projects range from training programs for teachers and principals to concerted efforts for transforming entire schools. Today, Wipro is among the largest providers of long-term developmental training to Indian schools.

All of our work is implemented through a partner network containing over a dozen of India’s leading social organizations. Together, we hope to reach a critical mass to

building knowledge. The Leadership Program works with school leaders to prepare them for their role in leading this transformation. The Parent Program helps parents appreciate the purpose of education and the process of learning. It also gets them to reflect on their part in their child’s education and development. Current research includes developing internationally benchmarked Learning Standards, curricular support material, and models for whole school transformation.



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Wipro Cares

Another unique way in which we are creating value for the community is through our volunteering initiative Wipro Cares. It is a unique corporate experiment to channelise the contributions of Wiproites matched by Wipro, and the desires of Wiproites to make meaningful contribution to society, on a continuous basis.

Wipro Cares contributes through two pronged strategy: providing rehabilitation to the survivors of natural calamities and enhancing learning abilities of children from the under privileged sections of the society

Wipro Cares philosophy is to utilize the collective wisdom of volunteers to bring

Most survivors had broken a limb or back and needed medical help. We first provided a mobile X-ray and physiotherapy unit and later, set up a paraplegic centre at Nagarpal to accommodate 50 patients. Apart from this, we helped re-construct several school buildings that were damaged by the quake.

In the tsunami affected areas, Wipro Cares has adopted Pushpavanam village in Nagapattinam district in the state of Tamil Nadu where we are working to make it a better place to live than what it was before. We are providing livelihood means, working towards reclaiming agricultural land, creating self help groups to help women become economically independent and rebuilding schools in the village.



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long term benefits and satisfaction to the community, as we believe that providing funding alone will not help the community.

Wipro Cares contributions in the Indian states that were hit by calamities are testimony to its philosophy where Wipro Cares worked on the ground to contribute where the need was felt.

In the cyclone hit Orissa, after detailed discussions with the survivors, we constructed a cyclone-proof school-cum-shelter at the Ramatara village in Erasama. The shelter is equipped with facilities such as bore wells, HAM radio set and life jackets. It functions as a well equipped school when there is no calamity.

When the Wipro Cares team visited Gujarat after the earthquake in 2001, the most glaring need was treatment for bone injuries.

Our efforts are always linked to the needs of the survivors and are executed along with the community.

Wipro Cares volunteers focus towards enhancing learning abilities of children in schools for children from the under privileged sections of urban areas. They work with children to teach them, to build confidence in them and to ignite curiosity and broaden their awareness levels.

Volunteers continue to engage with the community around us, with activities such as adult literacy, providing training for livelihood means, and helping them start their own initiatives to make them self sufficient.



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Employee Initiatives

The community initiatives taken by Wipro have been furthered by employees who have taken their own steps towards adding value to the community.

When Robert Gabriel, Client Engagement Manager, (name changed due to the nature of his contribution) based out of Wipro – France, realized that several people are pushed to depression and possible suicide because they did not have any one to talk

are among several Wiproites who are making a difference to the society. Both believe in education as a great enabler for a bright future and have focused on providing financial help to the needy.

Constant motivation, guidance, financial and emotional support from Ashok, helped little Kiran complete tenth grade from a government school in remote, rural India. She would now study for a Diploma in Electronics and Communication Engineering



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to, he made up his mind to help such people. For the last year, he has been an active volunteer with SOS Amitié, which aims to prevent suicide by counseling on phone. SOS Amitié is available for people in distress 24x7, for 365 days a year. It also handles calls on drugs, alcohol and physical abuse and loneliness, depression, divorce, illness, etc.

SOS Amitié receives about 800,000 calls a year from people who need a ‘listening’ ear, in France alone. Robert, as one of the volunteers who has decided to use his spare time counseling those in need, helps the callers talk about their problem, to lower their anxiety levels, and helps them clarify their situation so that they find better ways of accepting their problems or start to find solutions.

“I am glad that I could make a difference to at least few people around me,” he says, about his passion.

Ashok Herur, Principal Consultant - Talent Transformation and Durga Prasad Kancherla, Technical Manager for EAS–Oracle Practice

at the Government Polytechnic College, which enables her to become a technically qualified professional.

While Ashok’s is a story of how an individual can make a difference, Durga Prasad’s efforts are in scaling the activities with the help of more like minded people.

When Durga met his four childhood friends after a gap of 16 years in the US, their discussions focused on what good education could do to millions of under privileged children back home in India. With this blossomed Big Help for Education, a non profit organization. Big Help is helping 100 students through Sponsor a Child program, touches 2800 students through Adopt a School program, is helping another 3500 students through Merit Awards program.

What is unique is that this band of friends decided to try out a pilot project to make a difference in a government school in a rural area by utilizing the seed money contributed by all five of them. They set out collecting funds for more activities only



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after they succeeded in this pilot project. They work with project committee over seeing each project with 4 designated volunteers working closely with the children and Government schools.

Azim Premji Foundation is a not-for-profit organization launched by Wipro Chairman Azim Premji. Its Vision is to significantly contribute to achieving quality universal education to facilitate a just, equitable and humane society. The Foundation believes that Quality Education is fundamental for India becoming a developed country.

It is committed to contributing to large scale systemic reforms to achieve the quality of education through a three pronged strategy of Advocacy, Interventions and Networking.

To achieve its Vision, the Foundation develops proof of concept in partnership with the state governments. Among its key programs are Learning Guarantee Program, Accelerated Learning Program, Computer Aided Learning Center and Education Management. Through these, the Foundation

touches 1.8 million children in 11,000 schools with 30,000 teachers.

These are but a few illustrations of Wiproites’ contributions to the Community.



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Creating Value for Wiproites

The manifestations of the Values can be in different ways for different stake holders. While we believe that working towards providing quality education in schools is necessary to build a talented pool of citizens, we are also making efforts to train and provide opportunities for development for the employees within.

We believe that the worth of an organization is measured by the people who work for it. The challenge is to make sure that our people use their energies, desires and potentials to make their lives and the lives of others whom they touch more complete; thus enriching the environment around us.

Wipro’s strong people processes are a bench mark for best-of-breed people- engagement. We recognized the need to create leaders who go beyond managing the tasks and people and these leaders help people find a new meaning in what they do; energizing them to think beyond what they have been doing and encouraging them to discover their true potential. This voyage continues down the line.

An enquiring mind is constantly in quest of knowledge and feels restless in a closed environment. Hence we engage Wiproites in enhancing their skills and knowledge levels, through higher education and technical training to acquire new skills. This, coupled with leadership building program that we have initiated through life cycle leadership development programs have built strong leadership for the company.

Competency building

People Development in Wipro is not about programs. It is a way of life. As new employees join, they go through a carefully crafted induction program that sets them up for success in their careers. The participants go through an elaborate technical program depending on the streams they select. The technical skills are rounded off with behavioral skills and understanding of various processes. Most important, they

learn how to breathe and live Wipro Values, how to choose instinctively what is right over what is wrong and act consistently according to it.

The induction program is only the end of the beginning. After that, there are many need based programs. There are programs to sharpen domain skills in Transportation, Manufacturing, etc, creating solution architects through solution readiness programs, project management programs including PMI to develop top class Project Managers, consulting capabilities through programs such as Power Consulting, Account Management Programs and customer leadership interface programs (CLIP). There are avenues for higher education including the mini-MBA programs and other longer post graduate programs in management education. Programs are offered at various classrooms both in India and overseas. Online courses like Campus Abroad and comprehensive courses such as Wipro Online Consulting Academy (WOCA) and Wipro Online Leadership Academy (WOLA) are available to onsite employees to learn at their own place at their own pace. These programs are backed by mentoring and contact sessions to create blended learning opportunities.

Leadership Lifecycle Training

Winning organizations go beyond this. They build leaders at every level. Thinking on these lines, we provide Leadership Lifecycle Training, which aims to provide the necessary skills at each stage of growth in Wipro, by mapping the competencies to specific roles so as to transform a local leader to a global leader. If it is the New Leaders Program for the first time managers, for the second rung leaders it is the Wipro Leaders Program. For business managers, it is the Business Leader Program and finally the Strategic Leaders Program takes care of the need of the top management. We have had the best programs going with best of



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the best of business schools such as the London Business School and the Wharton Business School and with the best of minds globally.

All this adds up to over 200,000 plus person days of training imparted to our employees in a year. A mammoth effort going into building technical, behavioral and leadership competencies. Competencies in turn translate into people capabilities that are needed to utilize the opportunities ahead.

Future always favors the prepared mind. The task of people development in Wipro is to keep our employees fully prepared to grasp the opportunities that lie ahead.

Does career begin only after engineering ends? Wipro decided that the development initiative can be more pro-active. In 1995, Wipro pioneered a bold initiative of targeting brilliant, fresh Science graduates who had somehow missed the engineering bus. And a unique program called WASE or Wipro Academy of Software Excellence was born. The program prepares these graduates to work with applications programming in a growing Software company like Wipro. WASE students have another great advantage. They imbibe Wipro’s culture of ethics right from the infancy of their careers.

Bringing value to WASE students, is a formal post graduate degree in computer science from India’s leading deemed university, Birla Institute of Technology & Science. This is a reflection of the success that Wipro has ensured for these students. In turn, each WASE student is an ambassador for Wipro, spreading its message of excellence in education and a culture of ethics.

People policies

Wipro’s People Policies are dynamic. They are always tuned to the changing environment. We have launched several initiatives to address the changing aspirations of our employees.

Career Mosaic takes care of people’s desire to have all round experience, to help them move up in the organization and helps keep their excitement high. It is a job rotation process aimed at development of business leaders by grooming quality professionals and providing them multiplicity of roles across Wipro. All representative roles have been classified under 3 distinct Career Streams - Project, Specialist and Functional. Career Mosaic maps the roles in different streams at different levels and helps an individual trace a career path. This also helps to address concerns of employees regarding career planning by providing more visibility to opportunities that exist across the organization. The emphasis is laid on continuous learning and development of competencies with a wider variety of assignments that will be made available.

Talent Review Planning is a very intense career and succession review program. This exercise, done annually at every business unit of Wipro, enables us to have a snapshot of managerial talent in the organization, Talent Review Planning inputs are used to enhance the leadership pipeline, retain key talent and build capability for future - identify development needs of talent across levels, Identify talent pipeline for critical roles in Delivery, Technical and Sales stream.



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Creating Value for Customers

Creating value really starts with understanding the stakeholder need, and then going ahead to create a win for the stakeholder. We do the same for our customers. We prioritize focus and resource guided by this Value. This is the basis of making Innovation deliberate in the organization by emphasizing it at every level to enable all of us to deliver value to our stakeholders.



(IMAGE OF BALCONIES)

It was exactly 25 years ago that we started investing in R&D to develop a technology base in IT. Our efforts saw the launch of home-grown products for the first time, including India’s first mini computer and packaged software.

Lab on Hire was an idea that was born out of this effort and which later paved way for Offshore Development Centers. This was the model that made possible off shoring of Software Services, creating enormous value for our customers.

As we started providing Software Services to diverse global customers, we understood that customers are on one hand looking for a single Service Provider who can supply the full range of IT Services from BPO to IT Consulting and on the other hand they also wanted the Service Provider to know his business as well as he does.

Our attempt thereafter has been to continuously expand our service offerings and develop domain expertise. Wherever it made sense, we have taken the route of inorganic growth. For instance, we acquired Spectramind (now Wipro BPO) to add BPO services, and Nervewire to bring in high-end expertise in Financial Securities domain.

Our India, AsiaPac & Middle East IT business, which markets IT products and services, realized early on that customer would welcome one stop shop; for all his IT related needs instead of interacting with several vendors. Wipro lnfotech now supplies full range of IT hardware, system integration, hardware maintenance, application development and other professional services.

Our Consumer Care & Lighting division has taken the similar route for Baby products. Its portfolio now ranges from baby oil and baby soap to diapers.



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Wipro Development Center at Electronics City, Bangalore — India

 


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While these are only a few instances of creating value for customers, the perpetual cycle of value creation at Wipro takes place through the Quality and Innovation engines. While Quality delivers value for money to the customer, Innovation strives for breakthroughs in value creation.

Glimpses of Quality for Customer

1. Project based customer satisfaction score at 4.37 on a scale of 5.

2. 92% projects delivered on schedule.

3. Defect rates of 140 ppm - on per million lines of code delivered to the client.

4. 99.9% of the calls closed in personal computer business closed within the customer set service norms.

Delivering value through Innovation

At Wipro, we view Innovation as yet another means to provide value to our stakeholders. It is one of the Values that we have articulated.

We launched the Innovation initiative in a structured way to provide this value to ourselves and to our customers. This initiative has resulted in a basket of solutions for each business unit and serves customers in a variety of ways. The Innovation initiative has well defined processes to identify, incubate, develop and market ideas.

The Innovation initiative focuses on innovative solutions that benefit our customers. Such innovative solutions either



(PHOTOS OF PEOPLE CONVERSING)

strategically fit into customer products, or a suite of components acting as rapid application building tools, thus giving time to market advantage to our customers, or niche solutions addressing a market for a particular domain, giving deep domain



oriented solutions to our customers.

Here is a sample of solutions that touch the customers business in several ways.

Wipro’s Test Management and Automation solution for mobile devices – WITMAS
With ever increasing functionalities in mobile devices and the convergence of many applications and standards, along with the product life cycle getting shorter, we felt a need to provide a good quality readily available Test Cases for the service providers. Wipro’s Test Management and Automation solution - WITMAS provides the apt solution for service providers to validate the ever increasing number of new phones that are getting launched.

Witmas provides over 21,000 test cases for all the mobile application areas like Messaging, Multimedia, Connectivity, MMI (Standard Applications) and WAP. The test cases can be managed by test management system, which is also developed by Wipro. The management platform provides the customers with an easy way to manage both manual and automated test cases. The test cases are further automated for faster turn around times for service providers, by partnering with a leading automation engine in the embedded domain.

Our customers are benefited by the set of readily available validated and automated test cases in the application areas that helps them to get started quickly in their Testing



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journey. Wipro’s solution with all three components of test management, automation and test cases is of great value to our customers who haven’t invested on a Test Management system.

Radio Frequency Identification (RFID)

RFlD has been in use for the last two decades by several industries — especially the aeronautics and space industry. The technology has gained prominence in recent times due to several factors — one of the key ones being the compliance mandates from retail majors and the Department of Defence, FDA and other agencies. RFID is also gaining significant traction in the manufacturing industry worldwide.

RFlD is an emerging technology market. RFID solutions involve a mix of components including hardware, software and the domain expertise. For the same pain area the solutions that can be envisaged for two manufacturers may be very different. Thus the solution had to be modular which can be broken into pieces and yet based on the requirement can be assembled to demonstrate a solution that truly meets customer needs. We saw a clear opportunity to serve our customers in the RFID market in terms of technology and its applicability (to both closed and open loop applications).

We have built solutions in both the spaces that have enabled us to build business and technical capability. We have the ability and confidence to partner with prospects/customers to build and implement a sound RFlD strategy that would give tangible business benefits. Our solution is agnostic in terms of RFlD hardware and software. Our solution can plug and play easily with either proprietary systems or other enterprise software like SAP, Oracle etc. Our reusable components would reduce the time to deploy and also provide significant cost advantages to our customers.

Global Data Synchronization (GDS)

Sales lost each year due to supply chain inefficiencies are estimated to be $40 billion annually. GDS offering from Wipro has worked its way through retailers and manufacturers in greatly reducing their overheads in supply chain. Our customers were confident of posting savings to the tune of one million for every one billion by adapting to Wipro GDS strategy. The reduction in costs were spread across merchandising time, logistics cost reduction, shelf tag and scan errors reduction by 100s of hours, out of stock reduction by 24%. Both manufactures and retailers saw increase in speed to market, inventory reduction



 

 

Innovative Solutions

We consistently offer novel and superior solutions to satisfy the needs of the Customer.

Wipro Development Center at Reading, UK
(KINGS COURT BUILDING ENTRANCE)



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improvement in warehouse deliverables, improvements in invoice reconciliation.

Wipro QuickStart

Wipro QuickStart is the ready-to-use templatized SAP solution for the Consumer Products Industry based on mySAP All-in-one Methodology. The Wipro QuickStart template addresses the specific needs of all the major functions of a Consumer Products company including those in financials, control, sales & distribution, materials management purchase & warehouse management, production planning, quality management and plant maintenance. Specifically focused on the small and medium Business segment, the Wipro QuickStart template leverages on Wipro’s domain knowledge and the Industry Best Practices from SAP. With more than 100 man months of effort gone into building the template, this feature-rich solution helps reduce the cycle time for implementation of SAP for the CPG industry by less than half.

Collaborative Manufacturing Framework (CME)

To be agile in a dynamic and disruptive business environment, it is increasingly becoming important for organizations to have access to information on realtime basis across the value chain of an enterprise. Thus IT is increasingly being mandated to deliver on the vision of Realtime Enterprise. To facilitate this vision we have developed a framework which we call as the CME. It is a framework for not just integrating IT applications but also integrating realtime systems at the shop floor with IT applications and thus helping our customers realize the vision of sensor to boardroom integration. We have used this framework to help one of our customers in Oil & Gas Industry to overcome the problem of data consistency and accuracy in his realtime systems at the refinery enabling informed decision making. We have also used this framework in Utilities and are now expanding this initiative to Metals and the CPG Industry.



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Creating Value for Investors

 

 

 

 

 

 

 

 

 

 

 

Integrity

We deliver what we commit. With honesty, fairness, reliability and uprightness in whatever we do.

Our approach to shareholder value creation is simple. Deliver value for all other stakeholders — customers, employees and community — and shareholder value creation will be a natural outcome. The result is evident. Over the last 59 years of our existence, our Revenues have grown by a Compounded Annual Growth Rate (CAGR) of 21%; our profits have grown by a CAGR of 31% and our market capitalization has grown by a CAGR of 24%.

Our investors have seen value in this approach and have encouraged us to pursue it.

Integrity at the core

The simple truth is that all business revolves around Integrity. Integrity in the core of all thoughts and actions. As a broader idea, Integrity includes following the law of the land both in spirit and in letter; doing the right things and not just strive to pass the legal muster, delivering on commitment and claims, sharing information and upholding propriety. No regulatory or legal body can ever ensure Integrity and no act by itself can guarantee ethical behavior. It can only be addressed through effective leadership code that permeates the organization.

We have adopted a six-dimensional Governance framework that includes ethical business practice, ownership of corporate action, independence of board and auditors, treating business partners fairly and putting the stake holders’ interest first and foremost always.

We have a well articulated Code of Business Conduct and a robust Ombuds Process to address the ethical dilemmas we may face.

Ombuds Process

Actions should demonstrate the intent. We have put in place systems and processes to ensure that the culture of integrity embeds deeper into the organization. We believe that this would happen with constant dialogue with Wiproites. Our Ombuds Process is one of the ways to encourage the dialogue. Wiproites can raise their concerns with full confidence that the concerns will be addressed. It provides an avenue to those who are in an ethical dilemma, to discuss that dilemma, or to bring a failure to comply to the notice of Wipro Ombuds Person.

In Wipro, ownership goes hand-in-hand with authority for all key management positions to ensure management ownership of corporate actions. The CEO/CFO certification has been a formal process right from the bottom of the pyramids. To reduce chances of individual errors of judgment in key business restructuring decisions and acquisitions, we have devised a democratic approach where a committee of Wipro leaders evaluates all proposals. There is an ongoing balancing of entrepreneurship thrust for which Wipro is known and is accompanied with vigilant management monitoring. In 2002, when we voluntarily started complying with Sarbanes Oxley 302 certification, we were amongst the first.

Even as we built a strong internal audit system, the first Indian Internal Audit Function to be ISO 9002 certified, we set up an independent Audit Committee of the board in 1986, probably among the first in India to do so. The Audit Committee is made up entirely of independent directors and the external auditors/internal auditors report directly to Audit Committee. Today, the majority of our board is constituted by independent directors, who are among the best business leaders in the world. In 2002 the Wipro Internal Audit Function became the first Indian Internal Audit Function



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to win the International Award from Institute of Internal Auditors, USA. In 2004, we were recognized by the National Award for Excellence in Corporate Governance by the Institution of Company Secretaries of India.

The Investor Relations Function which acts as the primary interface for all investor interactions & information-exchange, won the Alexander Gold Award for Excellence in Investor Relations in 1998 and in 1999. When we published the Corporate Governance report, we were among the first to voluntarily publish such a report. In 2001, we were among the first Indian Companies to voluntarily publish MD&A under Indian GAAP. In 2003, we were awarded the Golden Peacock Award for Corporate Governance. In 2004 we were ranked No. 1 by Institutional Investors Survey in Investor Relations and Corporate Governance.

We were awarded the SVGA 1 (highest) rating by ICRA (an Associate of Moody’s in India) on Shareholder Value Creation & Governance. The rating uses Treatment of Business Partners as one of the key criteria and a vindication that we have put the stakeholders’ interests first. There is an organizational code of conduct on insider trading, the compensation committee of Board is made up entirely of independent directors, the disclosure of related party transaction is mandatorily published in the Annual Report and the Company Secretarial Function acts as single channel to receive and resolve shareholders queries. Its performance is tracked as part of quarterly financials.

This Governance framework has ensured that every aspect of our work can measure up to the yardstick of propriety. For instance, we have consciously tried to make our business operations more environmentally sustainable by using as little of natural resources as possible.

Wipro’s Experience of Sustainable Living

Wipro Technologies was the First Software Services business to be awarded ISO 1400 1 certification way back in 2000. Our efforts at sustainable living have so far focused on water conservation, energy conservation and waste management.

We have set aggressive targets to manage the above three parameters. We have initiated and implemented a number of measures towards achieving our set targets. A sample of results:

Water conservation achieved a 53% reduction in consumption in 2004-05 compared to the previous year. Energy achieved a 5% reduction year on year. Waste management evolved a robust waste handling and disposal process.

We believe that the challenge of sustainable living is never ending and there is scope for continuous improvement using emerging technologies. Plans for improving our rain water harvesting system, setting up of a captive power plant and a biogas plant using waste are in various stages of implementation.

Transparency with stakeholders

The guiding principle for us has been – share not only what is required bylaw, but also whatever is important for stakeholders to know. To ensure that we serve the interests of our stakeholders by disclosing relevant information within a specific time frame, we have in place a Disclosure Committee that monitors the information flow within and outside the organization and a Corporate Controllership Organization that constantly benchmarks with Global Reporting Standards. This ensures that all our stakeholders have complete information on how we are conducting the business.

In 1985, Wipro became the first Indian corporate to present Segment-wise & Consolidated Results, years before it became a regulatory requirement.



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Value for Money

Delivering higher Value to the Customer through continuous improvement in quality, cost and speed.

Delivering on commitment

Perhaps what builds trust with the stakeholders the most is delivering on commitment. We believe that we must constantly deliver Value for what the Customer pays. The Customer must always feel that he or she gets continuous improvement in quality, cost and delivery of our products and services rendered.

For instance, Wipro’s claim that the lamp life of our GLS incandescent lamp is 30% higher than the BIS specified limit, must be met unambiguously, for the customers to trust the company. Similarly, a commitment to the employees, that the company would be fair in assessing their performance, has to live up to their actual experience for them to trust the organisation.

Extending our values to business associates

When we speak of practicing values, it is not only by Wipro alone but also by all its business associates who contribute in its operations. Our stakeholders do not distinguish between Wipro and our business associates as far as reposing trust on Wipro is concerned, and therefore it is incumbent on us that this trust is not short-changed.

At Wipro we spend as much effort and time on ensuring that our business associates have a similar sense of what is right as we do. With a clear perception that if any one of them fails, it is the failure of the company. The Wipro Code of Business Conduct is equally applicable to our business associates.

In India, we have a strong partner network for IT service delivery. We ensure that we build a relationship based on shared values with our business partners to create a win for our customers.



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Value in teaming at wipro

 


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Epilogue

We believe that our 40,000 plus-strong team will be the torch bearers of this culture in the society they live. We believe that our culture of ethics and integrity will go beyond the boundaries of our offices, to the friends and families of our employees, their acquaintances, our vendors, partners, any one who is touched by us. This is, perhaps our most significant contribution. A small step towards creating a wider group which will standup to its values and make this world a better place to live in.

As we grow quickly, there will be a challenge of scale at three levels. One, to ensure that Wiproites and our associates practice the Values to maintain the trust reposed on us by our stakeholders. Two, to continuously help develop our people as the organization doubles in size every few years. Three, to continuously adapt our values to the environment and make it relevant while remaining strong at the core.

At another level, there is the challenge of sustaining the rapid growth rate year after year. For this, we will need to constantly develop newer services, upgrade skill-sets and reinvent our business model to ensure that it creates value for our customers. Our Quality and Innovation engines must continue to work effectively to create incremental as well as breakthrough value for our customers.

Lastly, the transformation of the education system would continue to challenge us as we constantly improve our understanding of how such large systems change.

We are acutely aware that as we grapple with these challenges, our understanding

of the essence of business itself will continue to change. But our quest for creating a business with a soul will remain steadfast in the years ahead.

Our efforts at practicing values and creating value for our stakeholders are a never ending journey. In this journey to build a great organization, we have but taken the first few steps. And we know the next steps will be as challenging as the journey so far. And just as fulfilling. This is Wipro’s journey into the soul of its business........



      

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WIPRO LIMITED

 
DIRECTORS’ REPORT

Dear Shareholders,

The Directors present the Annual Report together with the audited Balance Sheet and Profit and Loss Account of Wipro Limited for the year ended March 31, 2005.

PERFORMANCE OF THE COMPANY

Your Company’s performance during 2004-05 is summarised below:

Financial Results

                 
    (Rs. in Million)  
    2005     2004  
     
Sales and other income (net of excise duty)
    73,267       52,597  
Profit before tax
    17,570       10,823  
Provision for tax
    2,622       1,674  
Profit after tax
    14,948       9,149  
Appropriations :
               
Proposed dividend on equity shares
    3,518       6,750  
Corporate Tax on distributed dividend
    493       865  
Transfer to General Reserve
    10,937       1,534  

Sales of the Company for the year ended March 31, 2005 were Rs. 73,267 millions up by 39% and Profit after Tax was Rs.14,948 millions increased by 63% over the previous year. Over the last 10 years, the sales have grown at an average annual rate of 25% and Profit after Tax at 47%. The Company’s earnings in Foreign Exchange stood at Rs.53,736 millions and have registered a growth of 40% compared to the previous year.

Financial Results-Consolidated

                 
    (Rs. in Million)  
    2005     2004  
     
Sales and other income (net of excise duty)
    82,550       59,716  
Profit before tax
    18,948       12,032  
Provision for tax
    2,750       1,681  
Profit for the year before minority interest/equity in losses of affiliates
    16,198       10,351  
Minority interest and equity in earnings/(losses) of affiliates
    87.00       (37 )
Profit for the period
    16,285       10,315  

Dividend

The Directors recommend a final dividend of Rs. 5 per equity share of Rs. 2/- each to be appropriated from the profits of the year 2004-05 subject to the approval by the shareholders at the ensuing Annual General Meeting. After the approval of the shareholders at the ensuing Annual General Meeting, the dividend will be paid in line with the applicable regulations.

In terms of the provisions of Investor Education and Protection Fund (Awareness and Protection of Investor) Rules, 2001, an amount of Rs. 8,180/- of unpaid/unclaimed dividends was transferred during the year to the Investor Education and Protection Fund.

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WIPRO LIMITED

 

Issue of Bonus equity shares/American Depository Shares

Pursuant to the approval of the shareholders at the last Annual General Meeting held on June 11, 2004, the Company had allotted Bonus equity shares of Rs. 2/- each in the ratio of 2:1 (two bonus shares for every one share held) to the shareholders of the Company who were on the Register of Members of the Company as at closing hours of June 28, 2004, being the Record Date fixed by the Board of the Directors of the Company for this purpose.

Re-appointment of Directors

The Board of Directors at their meeting held on January 21, 2005 re-appointed Mr. Azim H. Premji as Chairman and Managing Director of the Company (designated as “Chairman”) for a further period of two years and seven months with effect from December 31, 2004. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.

In compliance with the provisions of Section 302 of the Companies Act, 1956, the Company had circulated an abstract of the terms and conditions of the said re-appointment to the shareholders on January 25, 2005.

Articles of Association of the Company provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these retiring directors must retire from office at each Annual General Meeting of the shareholders. A retiring director is eligible for re-election.

As per the provisions of the Articles of Association of the Company, Prof. Eisuke Sakakibara and Dr Ashok S Ganguly, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

Statutory Auditors

Pursuant to the recommendation of the Audit Committee at their meeting held on April 20, 2005 for appointment of M/s. BSR & Co. as the Statutory Auditors of the Company for the financial year 2005-06 to hold office till the conclusion of the next Annual General Meeting of the Company scheduled to be held in 2006, the Board of Directors have, at their meeting held on April 22, 2005, approved the appointment of M/s. BSR & Co. as the Statutory Auditors of the Company for the financial year 2005-06 and to hold office till the conclusion of the next Annual General Meeting scheduled to be held in 2006. This is subject to the approval of the shareholders of the Company scheduled to be held on July 21, 2005.

The existing Statutory Auditors M/s. N.M. Raiji & Co., shall retire at the conclusion of the ensuing Annual General Meeting scheduled to be held on July 21, 2005 and do not intend to seek re-election at the ensuing Annual General Meeting. The retiring auditors have informed the Company that they have no representation to make for notification to the members of the Company in terms of Section 190 of the Companies Act, 1956.

The Board of Directors records its deepest sense of appreciation over long years of fruitful association with M/s N M Raiji & Co. as the statutory auditors of the Company since incorporation of the Company.

Cost Auditor

Pursuant to directions from the Department of Company Affairs for appointment of Cost Auditors, your Company has appointed M/s. P.D. Dani & Co. as the Cost Auditor for the year ended March 31, 2006 for the Soaps and Vanaspati business.

Disclosure of Particulars under Section 217(1)(e) of the Companies Act, 1956

Energy conservation is a consistent focus area for Wipro both from a cost control and a social responsibility perspective. Strict control and monitoring of usage and maintaining quality standards resulted in efficient power consumption.

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure ‘A’ forming part of this report.

Technology Absorption, Research & Development and Innovation

The Company’s Research & Development investments are directed towards enabling technologies and solutions that have broad applications across different business units and verticals. Such investments are on a multi year plan that will see in-depth solutions, frameworks and applications in identified areas.

Two key Research & Development initiatives undertaken are Centers of Excellence (CoE) and Innovation Initiative. Primary objective of CoE is to develop competency and create differentiator to address market potential. CoE also serve as a fertile ground for idea generations which are incubated by Innovation Initiative. Innovation Initiative identifies and incubates new ideas through different stages, closely monitoring and aligning the projects to the business opportunities.

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Your Company has invested in about 38 CoEs. A total of 75 person years of efforts have been invested in year 2004-05 with dedicated and leveraged set of resources. Attributable revenue of $ 30 M is realised from CoE operations for the same financial year. For the financial year 2004-05, Innovation Initiative realised a revenue $ 20 M.

Your Company has also invested in building competencies in Wireless domain like Global Standards for Mobile (GSM), Code Device Multiple Access (CDMA) and General Packet Radio Service (GPRS). We have developed solution frameworks for verification and validation for wireless products. Investment in Mobile Handset space has resulted in a solution framework that spans the entire spectrum of handset development. Wireless expertise includes Wireless LAN (IEEE 802.11 and its extension) and Ultra Wide Band (UWB), Signal Processing Algorithms for Wireless communication protocol, Hardware implementation of Signal Processing Algorithms etc. Your Company has invested in building components like GigE Mac Core, Ethernet software solution (802.1 series), and Residential Gateway solutions for Customer Premise Equipment (CPE).

Your Company continues to focus on building ready made solution that provides majority of the software components needed to build a hands free telephony product. The solution is standards based implementation that seamlessly integrates with Bluetooth, Voice Recognition, Acoustic echo cancellation and Noise suppression.

We focus on understanding the impact of SNIA SMI-S (Storage Management Initiative) standard on storage management products. We build SMI-S reference implementations using open source infrastructure like Pegasus software. These reference implementations form part of building larger solutions in Storage converters space.

On the Enterprise Services front, your Company has invested in CoE to build expertise in wide array of standard and emerging tools in achieving Service Oriented Architecture (SOA). Our expertise spans across standards from various standard bodies like W3C, OASIS, WS-I, Liberty, IETF and JCP. Key standards are Choreography standards (CDL4WS), Orchestration standards (BPEL4WS), Reliability and Security standards. Our expertise spans across tools in this area like Webmethods, IBM, SUN, Microsoft, BEAConfluent, Collaxa, Amberpoint, Itelix, Actional.

Business Intelligence and Data warehousing CoE has developed expertise in Data warehousing tools and has developed reusable templates and frameworks. ATL Tools, Data migration techniques, Data Quality assurance, data profiling, Real Time Data warehousing, Business Activity Monitoring (BAM), Enterprise Information Integration (EII), OLAP and Reporting, Data mining are some of the key focus areas on technology front. On the functional front, the CoE has built expertise in areas such as Analytic Customer Relationship Management, Supply chain intelligence and Corporate Performance Management.

Enterprise Portal – The CoE focuses on latest versions of the portal technologies and generate a library of re-usable assets. This includes standard portlets, components, algorithms and implementation best practices. These artifacts not only facilitate rapid development (thus reducing the effort involved) but also ensure the highest standards in the quality of deliverables. Our Rapid Enterprise Portal Framework (REPF) is a cutting edge technology framework for portals and is designed based on the years of research done on the technology trends of the portals market.

Mobility Platform CoE act as the unified front for mobile technology areas like wireless PAN, LAN and WAN, Cellular and handheld devices, mobile operating systems and application / UI frameworks, end-to-end RFID solutions, Location Based Services, Telematics etc.

Innovation Initiative

Innovation is one of the 9 attributes on which the World’s most admired company ranking is based (source Fortune, March 7, 2005). Your Company’s innovation initiative in a systemic way is in 4th year of operation. Innovation Initiative has well defined processes to Identify, Incubate, Develop and Market the Ideas. Your Company focuses on three types of ideas.

High IP Solutions are solutions with high Intellectual Property (IP) content, which can be strategically fitted to products, thus giving the time to market advantage for product companies. We have semi conductor IPs like Wireless LAN, IEEE 1394 which are High IP solutions.

Medium IP solutions are suite of components that act as rapid application building tools. Repeatability, re-use are primary drivers in identifying solutions that constitute Medium IPs. They are often generic software stacks that can be plugged into a bigger solution. Business Process Management frameworks such as Flow-briX, Self Service Framework such as i-Desk are examples of medium IP solutions.

Low IPs or point solutions are generally niche solutions with less solution turn-around time. These solutions could be Business frameworks, technology frameworks, niche solutions addressing a market for a particular domain and as such. The Low IP initiative will help make the Innovation initiative inclusive. Retail solutions like Global Data synchronization, Sarbanes Oxley Compliance (SOX) consultancy framework are Low IP solutions catering to specific domain and practice and technology.

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The innovation initiative has resulted in basket of solutions that are aligned to different verticals of the Company. The different solutions that can be represented in this basket are given below.

                       
     
  Enterprise Solutions     Banking, Finance and     Telecom     Embedded and Product  
        Systems Integration           Engineering Solutions  
                       
 
Global Data synchronization
    Sarbanes Oxley compliance
solution
    Advanced Telecom Computing
Architecture (ATCA)
solution
    Mobile Test Solutions
Linux Solutions
Storage Simulators
 
                       
 
Reverse Logistics Solution
    Risk Management     Order Management Solution     VOIP Solutions
1EEE 1394 solutions
 
                       
 
Internet booking engine
    Asset management     Mobile workforce solution     Ultra Wide Band (UWB)  
                       
 
Gas Distribution solution
(Pioneer)
    Underwriting Transformation
solutions
    Sarbanes Oxley compliance
solution
    solutions Ethernet MAC solution Wireless LAN  
                       
 
Customer analytics
    Managed security services     BPM & Flow-briX     Hands Free Telephony Video Over Wireless solution  
                       
 
Contract management
    DB Migration solutions     i-Desk     Set Top Box Solution
H.264 Compression solutions
 
                       
 
FDA validation
    Platform migration solution              
                       
 
Clinical Data management
    BPM & Flow-briX              
                       
 
Global radiology solutions
    i-Desk              
                       
 
Flow-briX & BPM
                   
                       
 
RFID solution
                   
                       

The total expenditure for R&D last year has been Rs. 296 million including capital expenditure of Rs.22 million.

Foreign Exchange Earnings and Outgoings

The foreign exchange earnings of the Company during the year were Rs. 53,736 million while the outgoings were Rs. 36,549 million (including materials imported).

Wipro Employee Stock Option Plans (WESOP)

Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are provided in the Annexure ‘B’ forming part of this report.

Personnel

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in the Annexure ‘C’ forming part of this report.

Report on Corporate Governance

Your Company has been practicing the principles of good corporate governance over the years and it is an ongoing process. A detailed report on Corporate Governance is given at page No.46 of the Annual Report as Annexure ‘D’.

Certificate of the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with Indian Stock Exchanges is also given in the detailed report on Corporate Governance.

Subsidiary Companies

Pursuant to the exemption granted by the Department of Company Affairs, Government of India, vide letter No.47/34/2005-CL-III dated March 2, 2005, the Company undertakes that annual accounts of the subsidiary companies and the related detailed information for the year ended March 31, 2005 will be made available to Wipro Limited’s investors and subsidiary company’s investors seeking such information at any point of time. The annual accounts of the subsidiary companies are also kept for inspection by any investor at the registered office of the Company. The statements required pursuant to the above referred approval letter is disclosed as part of the Notes to Consolidated Accounts of the Company at Sl.No. 19.

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Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, it is hereby stated that:

a)   in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
 
b)   we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;
 
c)   we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
 
d)   we have prepared the annual accounts on a going concern basis.

Acknowledgements and Appreciation

The Directors take this opportunity to thank Company’s customers, shareholders, suppliers, bankers, financial institutions and Central & State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the top of the industry despite increased competition.

     
 
  On behalf of the Board
 
   
 
  Azim H. Premji
Bangalore, April 22, 2005
  Chairman

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ANNEXURE — ‘A’ FORMING PART OF THE DIRECTORS’ REPORT

FORM A

DISCLOSURE OF PARTICULARS WITH RESPECT

TO CONSERVATION OF ENERGY

A. DISCLOSURE OF PARTICULARS WITH RESPECT

TO CONSERVATION OF ENERGY
 
                                 
                    2004-2005     2003-2004  
1   Electricity                        
 
  a.   Purchased                        
 
      Unit   KWH     8,913,708       8,470,899  
 
      Total amount   Rs.     36,079,941       35,298,553  
 
      Rate/Unit   Rs.     4.05       4.17  
 
  b.   Own generation                        
 
      Through diesel generator                        
 
      Unit   KWH     158,651       135,196  
 
      Unit/litre of diesel   Units     2.42       1.97  
 
      Cost per unit   Rs.     26.59       9.09  
2   Coal (including coconut shells)                        
 
  Quantity   Tonnes     7,027       6,563  
 
  Total cost   Rs.     15,146,938       12,212,542  
 
  Average rate   Rs.     2,155.46       1,860.76  
3   Furnace oil                        
 
  Quantity — LDO   Ltrs.     634,653       589,797  
 
  Total cost   Rs.     9,440,563       8,253,738  
 
  Average rate   Rs.     14.88       13.99  
4   Furnace oil                        
 
  Quantity — HSD   Ltrs.     635,819       547,895  
 
  Total cost   Rs.     9,018,016       6,613,482  
 
  Average rate   Rs.     14.18       12.07  
5   LPG                        
 
  Quantity kgs   kgs.     555,877       507,894  
 
  Total cost   Rs.     11,959,499       9,636,616  
 
  Average rate   Rs.     21.51       18.97  

B. CONSUMPTION PER UNIT PRODUCTION

                         
   
    Electricity     Liquid diesel oil     Coal  
Vanaspati   (KWH/Tonne)     (Litres/Tonne)     (Tonnes/Tonne)  
 
2004-05
    120.02             15.29  
2003-04
    119.92       16.12       0.15  
 

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ANNEXURE — ‘B’ FORMING PART OF THE DIRECTORS’ REPORT

Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are set below. The figures have been adjusted to reflect the issue of bonus shares in the ratio of 2:1 during June 2004.

                           
     
  Sl. No.     Description     WESOP 1999     WESOP 2000  
                       
  1.     Total number of options under the Plan     15,000,000
(Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 5,000,000)
    75,000,000
(Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 25,000,000)
 
                       
  2.     Options granted during the year          
                       
  3.     Pricing formula     Fair Market Value i.e., the market price as defined by Securities and Exchange Board of India from time to time.     Fair Market Value i.e., the market price as defined by Securities and Exchange Board of India from time to time.  
                       
  4.     Options vested (as of March 31, 2005)      4,955,703     12,379,249   
                       
  5.     Options exercised during the year      3,071,615     1,558,415   
                       
  6.     Total number of shares arising as a result of exercise of option (till March 31, 2005)      4,243,097     1,569,950   
                       
  7.     Options lapsed during the year *      338,299     1,462,791   
                       
  8.     Variation of terms of options          
                       
  9.     Money realised by exercise of options during the year     Rs. 1,373,236,853     Rs. 815,065,104  
                       
  10.     Total number of options in force at the end of the year      6,445,537      19,617,271  
                       
  11.     Employee wise details of options granted to:              
 
 
                       
 
 
    i.   Senior Management during the year     Nil     Nil  
 
 
                       
 
 
    ii.   Employees holding 5% or more of the total number of options granted during the year     Nil     Nil  
 
 
                       
 
 
    iii.   Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant     Nil     Nil  
                       

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  12.   Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20     Rs. 21.29  
           
  13.   Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company.     Not applicable as these pertain to Options granted before June 30, 2003.  
           
  14.   Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock.     Not applicable as these pertain to Options granted before June 30, 2003  
           
  15.   A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information :     Not applicable as these pertain to Options granted before June 30, 2003  
 
 
               
 
 
  a.   risk free interest rate        
 
 
               
 
 
  b.   expected life        
 
 
               
 
 
  c.   expected volatility        
 
 
               
 
 
  d.   expected dividends and        
 
 
               
 
 
  e.   the price of the underlying share in market at the time of option grant        
           
 
*   As per the Plan, options lapse only on termination of the Plan. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan.

ADS 2000 Stock Option Plan

                 
 
  Sl. No.     Description     ADS 2000 Stock Option Plan  
 
1.
    Total number of options under the Plan     4,500,000 ADS representing 4,500,000 underlying equity shares (Adjusted for the stock dividend in the ratio of 2:1 approved in June 2004) (Pre-bonus; 1,500,000)  
 
2.
    Options granted during the year      
 
3.
    Pricing formula     Exercise price being not less than 90% of the fair market value on the date of grant.  
 
4.
    Options vested (as of March 31, 2005)      872,128   
 
5.
    Options exercised during the year      663,036   
 
6.
    Total number of shares arising as a result of exercise of options (till March 31, 2005)      800,925   
 

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  Sl. No.     Description     ADS 2000 Stock Option Plan  
                 
  7.     Options lapsed during the year *      30,000  
                 
  8.     Variation of terms of options      
                 
  9.     Money realised by exercise of options      $8,361,246  
                 
  10.     Total number of options in force      1,217,625  
                 
  11.     Employee wise details of options granted to :        
 
 
                 
 
 
    i.   Senior Management during the year     Nil  
 
 
                 
 
 
    ii.   Employees holding 5% or more of the total number of options granted during the year     Nil  
 
 
                 
 
 
    iii.   Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant     Nil  
                 
  12.     Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20     Rs. 21.29  
                 
  13.     Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company.     Not applicable as these pertain to Options granted prior to June 30, 2003  
                 
  14.     Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock.     Not applicable as these pertain to Options granted prior to June 30, 2003  
                 
  15.     A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information :     Not applicable as these pertain to Options granted prior to June 30, 2003  
 
 
                 
 
 
    a.   risk free interest rate        
 
 
                 
 
 
    b.   expected life        
 
 
                 
 
 
    c.   expected volatility        
 
 
                 
 
 
    d.   expected dividends and        
 
 
                 
 
 
    e.   the price of the underlying share in market at the time of option grant        
                 
 
*   As per the Plan, options lapse only on termination of the Plan. If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan.

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Restricted Stock Units (RSUs)

                                   
     
  Sl. No.     Description     Wipro Employee Restricted Stock     ADS Restricted Stock  
              Unit Plan 2004     Unit Plan 2004  
                       
  1.     Total number of RSUs under the Plan      6,000,000 
(Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 2,000,000)
     6,000,000 
(Adjusted for the issue of bonus shares in the ratio of 2:1 approved in June 2004; Pre-Bonus : 2,000,000)
 
                       
 
2.
    RSUs granted during the year      4,896,298
    791,800   
                       
  3.     Pricing formula     As determined by the Administrator and such price being not less than the face value of the share     As determined by the Administrator and such price being not less than the face value of the share  
                       
  4.     RSUs vested (as of March 31, 2005)          
                       
  5.     RSUs exercised during the year          
                       
  6.     Total number of shares arising as a result of exercise of option (as of March 31, 2005)          
                       
 
7.
    RSUs lapsed *     136,470     23,750  
                       
  8.     Variation of terms of options          
                       
  9.     Money realised by exercise of options during the year          
                       
 
10.
    Total number of options in force at the end of the year     4,759,828     768,050  
                       
  11.     Employee wise details of RSUs granted to :                      
 
 
                               
 
 
    i.   Senior Management during the year                      
 
 
                             
 
 
        Vivek Paul               75,000    
 
 
        Pratik Kumar       12,000              
 
 
        Suresh C. Senapaty       12,000              
 
 
        Suresh Vaswani       14,000              
 
 
        Vineet Agrawal       12,000              
 
 
        Ranjan Acharya       10,000              
 
 
        Sudip Banerjee       14,000              
 
 
        Tamal Das Gupta       8,000              
 
 
        Girish S. Paranjpe       14,000              
 
 
        A.L. Rao       14,000              
 
 
        Ramesh Emani       14,000              
 
 
        Anurag Behar       10,000              
                       
 
 
    ii.   Employees holding 5% or more of the total number of RSUs granted during the year     Nil     75,000  
                       

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  Sl. No           Wipro Employee Restricted Stock     ADS Restricted Stock  
        Description     Unit Plan 2004     Unit Plan 2004  
                       
 
 
    iii.   Identified employees who were granted RSU, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant     Nil     Nil  
                       
  12.     Diluted Earnings Per Share pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20     Rs. 21.29     Rs. 21.29  
                       
  13.     Where the Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options. The impact of this difference on profits and on EPS of the Company.     Exercise price — Rs. 2 per RSU Fair value — Rs. 600.78 per RSU     Exercize price $ equivalent (of about 0.04) to Rs. 2 per share Fair value $ equivalent 19.04 to Rs. 871.68 per ADS RSU  
                       
  14.     Weighted average exercise prices and weighted average fair values of options separately for options whose exercise either equals or exceeds or is less than the market price of the stock.     Exercise price — Rs. 2 per RSU Fair value — Rs. 600.78 per RSU     Exercize price $ equivalent (of about 0.04) to Rs. 2 per share Fair value $ equivalent 19.04 to Rs. 871.68 per ADS RSU  
                       
  15.     A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information :     Since these options have been granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value of the options.     Since these options have been granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value of the options.  
 
 
                       
 
 
    a.   risk free interest rate              
 
 
                       
 
 
    b.   expected life              
 
 
                       
 
 
    c.   expected volatility              
 
 
                       
 
 
    d.   expected dividends and              
 
 
                       
 
 
    e.   the price of the underlying share in market at the time of option grant              
                       
 
*   As per the Plan, RSUs lapse only on termination of the Plan. If an RSU expires or becomes unexercisable without having been exercised in full, the unpurchased shares, which were subject thereto, shall become available for future grant or sale under the Plan.

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ANNEXURE ‘C’

Particulars of Employees forming part of the Directors’ Report for the year ended March 31, 2005
Information pursuant to Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975

                                                             
 
                                  Date of     Total                
                  Remuneration           Employment     Experience               Last
Sr. No.     Name     Designation     (Rs.)     Qualification     (DOJ)     (in Yrs)     Age     Employment
                                                 
1
    Dr. A L Rao     President — Telecom Solutions, Wipro Technologies       6,685,525       BSc, MSc, PhD     14-Aug-80       31         56       ECIL
2
    Alex G Manappurathu     General Manager — Consumer Electronics, Wipro Technologies       2,473,054       BTech, MTech     18-Jan-86       19         43       First Employment
3
    Anand Padmanabhan     Vice President — TIS, Wipro Infotech       3,400,895       BE, MBA     2-May-94       17         39       Almoayed Data Group
4
    Anand Sankaran     Vice President — TOS, Wipro Infotech       3,422,388       BE     26-Jun-89       16         37       Pertech Computers
5
    Anil Chugh     Vice President — Sales, Wipro Consumer Care & Lighting       2,652,787       BE, MMS     19-Apr-99       15         41       Gillette
6
    Anil K Jain     Vice President — Personal Computing Divn., Wipro Infotech       2,891,630       BE, MBA     10-Apr-89       17         41       ORG Systems
7
    Anurag Mehrotra     General Manager — Enterprise Vertical, Wipro Infotech       2,835,230       BE     2-Jan-01       19         42       Informix International
8
    Anurag Seth     General Manager — TMTS, Wipro Technologies       2,453,557       BE     3-May-90       15         38       First Employment
9
    Azim H Premji     Chairman — Wipro Limited       24,571,492       Gen.Engg. (Stanford)     17-Aug-66       38         59      
10
    Badiga L K     Chief Executive — Talent Transformation & Staffing, Wipro Technologies       4,924,022       BE, MTech     29-Oct-90       26         50       Alghmin Communication
Services, Kuwait
11
    Balakrishnan V     Vice President — Finance, Wipro Technologies       5,270,691       B Com, AICWA, ACS     19-Feb-92       20         45       Larsen & Toubro Ltd.
12
    Balasubramanian N S     Vice President — Manfacturing Vertical, Wipro Technologies       3,300,103       BE, PGDM     12-Apr-89       16         39       First Employment
13
    Bhanumurthy B M     Vertical Head — Retail, Wipro Technologies       3,611,171       BTech, PGDM     3-Sep-92       17         41       CMC
14
    Bijay Kumar Sahoo     Vice President — Talent Engagement & Development, Wipro Technologies       4,769,383       BA, MA (PM & LW),
CAIIB-I
    2-Jun-00       17         38       Pricewaterhouse Coopers
15
    Chandar N     General Manager — TIS Group, Wipro Technologies       2,499,601       MSc     2-Apr-90       25         48       Modi Xerox Ltd.
16
    Chandramouli E R     Global Delivery Head — Utilities, Wipro Technologies       2,514,080       BE     4-Feb-91       24         47       ICIM
17
    Dr. Chandrashekar Dharuman     Vice President — Optical Network, Wipro Technologies       3,135,315       MSc, PhD     14-Jul-99       15         42       CMC
18
    Deepak Jain     General Manager — MIT & Business Head, Wipro Infotech       3,146,717       BE     21-Mar-86       18         41       Raba Contel Pvt. Ltd.
19
    Divakaran M     Chief Executive — E-Enabling & CTO, Wipro Technologies       4,686,937       BSc     10-Mar-81       32         56       ECIL
20
    Dr.Anurag Srivastava     General Manager-Consulting, Wipro Infotech       3,461,479       BTech, MTech, PhD     15-Dec-00       14         38       eVizeion
21
    Gangadharaiah C P     Vice President — Interops, Wipro Technologies       3,013,365       BE, ME, MS     16-Feb-95       28         52       ITI
22
    Girish S Paranjpe     President — Finance Solutions, Wipro Technologies       6,541,985       B Com, ICWA, ACA     23-Jul-90       21         47       Wimco Ltd.
23
    Harish Shah     Vice President & Corporate Controller, Wipro Limited       2,709,594       B Com, AICWA     18-Feb-91       27         47       National Textile Corporation (M N Ltd.)
24
    Ishwar B Hemrajani     Chief Executive — Talent Transformation, Knowledge Mgmt. & Staffing Productivity, Wipro Infotech       3,797,334       BE, MTech,
PG Diploma
    21-May-92       20         45       Modi Xerox Ltd.
25
    Jagdish Ramaswamy     Vice President — Mission : Quality, Wipro Limited       2,703,122       BE, PGD in SQC     28-Feb-03       20         41       TYCO Health Care
26
    Jayashree Joglekar     Chief Operating Officer — Securities Solutions, Wipro Technologies       2,458,223       BE, MS     1-Aug-00       24         48       Persistent Sys Ltd
27
    Krishnamurthy B     Vice President — Tele & Inter Group, Wipro Technologies       2,653,969       MSc, MTech, PGDM     16-Oct-97       19         46       C DOT
28
    Kumar Chander     Vice President — Marketing, Wipro Consumer Care & Lighting       2,719,819       BA, PGDM     1-Oct-92       15         37       Brooke Bond India
29
    Kurien T K     Chief Executive — Business Optimization Shared Services, Wipro Technologies       6,020,471       BE, C A     11-Feb-00       23         45       Wipro Net Limited
30
    Madhavan S     General Manager — Solution Definition, Wipro Technologies       2,971,511       BSc, BTech     15-Sep-94       18         41       CMC
31
    Manohar Arcot     General Manager — CHRD, Wipro Limited       2,557,372       MBA     2-Jan-04       16         42       ABCL Ltd.
32
    Manoj Punja     Vice President — TMTS, Wipro Technologies       4,118,652       BE, MBA     1-Aug-91       20         43       ORG Systems
33
    Mohan Rao S     Vice President — Infrastructure & Operations, Wipro Technologies       2,879,883       BE, PGDM     16-Nov-88       30         51       Shriram Honda
34
    Muralikrishnan S     General Manager — Mobile Devices & Applications, Wipro Technologies       2,561,985       BE     1-Aug-91       17         41       Keonics
Magnavision
35
    Mythily Ramesh     Vice President — Business Development, Marketing & Innovation, Wipro Infotech       3,113,642       BE, MBA     29-Apr-88       16         40       First Employment
36
    Nagamani Murthy     Vice President — VNGN, Wipro Technologies       3,222,615       BE     1-Jul-91       20         44       Texas Instruments
37
    Padmanabhan V S     Vice President — Finance & Accounts, Wipro Infotech       2,907,131       BCom, ACA     9-Nov-94       28         52       Union Carbide
38
    Prasad V Bhatt     General Manager — VLSI/System Design, Wipro Technologies       2,884,048       BE, MTech     2-Mar-89       16         40       ORG Systems
39
    Prasanna G.K.     Vice President — Technology Infrastructure Service, Wipro Technologies       4,310,625       BTech, PGDiploma     2-Dec-99       21         45       Microland
40
    Pratik Kumar     Corporate Vice President — HR, Wipro Limited       4,891,325       BA, MBA     4-Nov-91       17         39       TVS Electronics Ltd.
41
    Rajat Mathur     Vice President — International Operations & BSD, Wipro Infotech       2,829,330       BE, MBA     15-Nov-85       19         44       Horizon Mktg. & Serv.
42
    Rajeev V S     General Manager — BOSS, Wipro Technologies       2,600,685       BTech, PGDM     16-Jan-92       19         44       TCS
43
    Rajesh Kochhar     Chief Executive — C&I Business, Wipro Consumer Care & Lighting       2,571,931       BE (Hons)     16-Dec-91       25         47       Crompton Greates Ltd
44
    Rajesh Ram Mishra     Vice President — SBU 2, Wipro Technologies       3,387,081       BTech, MTech     6-May-88       19         42       International S/W Ind.
45
    Ramakanth Desai     Vice President — Strategic Clients, Wipro Technologies       3,650,105       BTech     12-Aug-92       20         41       Tata Unisys
                                                 

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WIPRO LIMITED

 
                                                             
 
                                  Date of     Total                
Sr. No.     Name     Designation     Remuneration           Employment     Experience               Last
                        Qualification     (DOJ)     (in Yrs)     Age     Employment
                                                 
46
    Ramesh A N     General Manager — V&NGN, Wipro Technologies       2,495,218       BE, MTech     16-Sep-88       18       42       TVS Electronics Ltd.
47
    Ramesh Emani     President — E&PE, Wipro Technologies       7,034,147       BTech, MTech     15-Nov-83       24       48       Tata Burroughs Ltd
48
    Ramesh Nagarajan     Vice President — Office of Productivity, Wipro Technologies       3,171,616       ME     24-Oct-00       17       39       Wipro Infotech
49
    Ranjan Acharya     Corporate Vice President — HRD, Corporate Office, Wipro Limited       5,005,809       BSc, MBA     18-Jul-94       25       47       National Institute of Comp Edn. & Business Trg.
50
    Ravishankar G S     General Manager — BNBU, Wipro Technologies       3,040,528       BSc, BE, ME     28-Jan-03       24       50       Ericsson India
51
    Rohit Kumar     Vice President — Utilities Vertical, Wipro Technologies       4,443,601       BE, MBA     5-Mar-02       12       37       Oracle Corporation
52
    Sairaman Jagannathan     General Manager — Solutions Delivery, Wipro Infotech       2,642,689       BE     29-Aug-01       23       47       Mascot Systems
53
    Sambuddha Deb     Chief Quality Officer, Wipro Technologies       4,260,921       BTech, PGDM     29-Jun-82       22       47       First Employment
54
    Sangita Singh     Vice President — Strategic Marketing, Wipro Technologies       3,728,252       BE     1-Aug-92       13       35       HCL Limited
55
    Sanjiv K R     Vice President — E-Biz & Data Warehousing Solution, Wipro Technologies       3,335,685       MMS     16-Nov-88       19       41       DCM DAEWOO
56
    Selvan D     Vice President — Talent Transformation, Wipro Technologies       2,747,782       BTech, PGDM     5-Sep-92       19       43       NIIT Ltd.
57
    Senapaty S C     Corporate Executive Vice President — Finance, Wipro Limited       7,609,925       BCom, ACA     10-Apr-80       26       48       Lovelock & Lewes
58
    Sethumadhava Rao T V     Vice president and Principal Consultant, Wipro Technologies       2,603,184       BE     6-Aug-81       29       54       ECIL
59
    Shirish Kanetkar     General Manager — Business Operations — ROM, Wipro Infotech       3,038,113       BSc, Diploma     10-Sep-02       18       44       Cisco
60
    Siby Abraham     Vice President — Semiconductor, Wipro Technologies       3,602,906       BTech, MTech     16-Feb-87       18       41       First Employment
61
    Soumitro Ghosh     Vice President — Banking & Insurance Practice, Wipro Technologies       4,194,752       BTech, MBA     26-Nov-88       21       45       Blue Star Ltd.
62
    Srinivasan P V     Vice President — Corporate Taxation, Wipro Limited       3,091,153       ACA     6-Feb-97       21       45       Sundaram Fastners Ltd.
63
    Subhash Khare     Head — PMO, Wipro Technologies       2,653,145       BE     3-Oct-90       20       44       Telco
64
    Subrahmanyam P     Vice President — Broadband, Wipro Technologies       3,459,741       BSc, MSc, MPHIL     8-Nov-83       21       45       First Employment
65
    Sudhir Jha     General Manager — PeopleSoft Practice, Wipro Technologies       2,774,196       PGDiploma     29-Apr-02       14       37       Pricewaterhouse Coopers
66
    Sudip Banerjee     President — Enterprise Solutions, Wipro Technologies       6,506,154       BA, PG Diploma in Bus Mgmt.     2-Nov-83       23       45       HCL Infosystems
67
    Sudip Nandy     Chief Strategy Officer, Wipro Technologies       5,110,563       BSc, BE, PGDM     28-May-83       22       47       First Employment
68
    Sumit Ray     Group Head — Telecom Solutions, Wipro Technologies       3,166,447       BE, MTech     30-Jan-03       20       44       Ericsson India
69
    Suresh Vaswani     President, Wipro Infotech       6,961,602       BE, MBA     2-May-85       20       45       SKEFCO
70
    Suryanarayana Valluri     Vice President — Telecom Service Providers, Wipro Technologies       3,159,973       BE, PGDBM     1-Mar-00       16       40       RPG Cellular Services Ltd.
71
    Tamal Dasgupta     Corporate Vice President & CIO, Wipro Technologies       4,862,354       B Com, CA, CPA     1-Mar-00       22       54       Indian Aluminium Co
72
    Thandava Murthy T D     Chief Executive — Professional Services Division, Wipro Infotech       3,805,881       BE     5-Jul-02       24       49       Compaq
73
    Vasudevan A     Vice President — VLSI / Systems Design, Wipro Technologies       3,980,858       BE, MTech     31-Mar-86       19       43       First Employment
74
    Venkatesh V R     Vice President — SBU 1, Wipro Technologies       4,072,716       BSc, MSc, MTech     22-Mar-84       21       45       Vikrant Tyres
75
    Vijay K Gupta     Vice President — Corporate Communication, Brand & Community Initiatives, Wipro Limited       2,848,946       BTech, PGDM     1-Apr-91       20       47       Electronic Components
Industries Association
76
    Vijayakumar I     Vice President — Wireless Business, Wipro Technologies       3,021,523       BSc, BE     16-Jul-90       17       40       INDCHEM
77
    Vineet Agrawal     President — Wipro Consumer Care & Lighting       6,571,887       BTech, MMS     4-Dec-85       19       43       First Employment
78
    Vinod Wahi     Head — Wipro Biomed       3,594,648       BSc, PGDM     1-Mar-90       29       57       Boehringer Knoll Ltd.
79
    Vishwas Santurkar     General Manager — HP ODC, Wipro Technologies       2,573,715       BE     6-Nov-91       19       42       Unicad Technologies Pvt Ltd
80
    Viswanathan K S     Vice President — Strategic Sales, Wipro Infotech       3,495,082       MA     11-Oct-03       22       47       Dell Computers
81
    Vittal N Vashist     General Manager — PLM Strategy, Wipro Technologies       2,749,426       BE, MTech     26-Feb-01       14       43       IBM India Ltd
82
    Vivek Bhasin     Vice President — ES-e-Enabling, Wipro Technologies       3,051,226       BE, MBA     20-Apr-99       15       42       HCL Deluxe
83
    Vivek Paul     Vice Chairman — Wipro Limited       71,512,442       BE, MBA     26-Jul-99       23       46       GE Medical Systems
 
    Part of the year :                                                      
84
    Deepak Rao     General Manager — IT Solutions-Finance, Banking & Insurance, Wipro Technologies       2,960,895       BE, PGDiploma     22-Jan-02       16     41     Infosys Technologies
85
    Kayomarz Shroff     General Manager — CHRD, Wipro Limited       1,609,934       BA, MA, LLB     10-Nov-97       19   43       U B Group
86
    Madhavan Ganesan     Vice President — Business Finance Manager, Wipro Technologies       2,492,952       CA     1-Oct-02       18     40     Sepctramind
87
    Madhu Khatri     Corporate Vice President & General Counsel, Wipro Limited       195,907       BA, LLB, LLM     15-Mar-05       16     41     General Electric
88
    Sundar Rajan R     Corporate Vice President Legal & General Counsel, Wipro Limited       1,688,572       BA, LLB     2-Nov-95       15     39     (Brooke Bond Lipton India) Ltd.
89
    Umesh Nanda     Chief Executive — Manufacturing, Wipro Consumer Care & Lighting       4,281,191       BE     10-Oct-88       38     60     Eastern Circuits Ltd.
                                                 
             
Notes:
    1.     Remuneration comprises of salary, commission, allowance, medical, perquisites & Company’s contribution to PF and Superannuation Funds.
 
           
 
    2.     None of the employees listed is a relative of any director.
 
           
 
    3.     The nature of employment is contractual in all the above cases.
 
           
 
    4.     In terms of the Notification dated March 24, 2004 issued by the Department of Company Affairs employees posted and working in a country outside India, not being directors or their relatives, has not been included in the above statement.
 
           
 
    5.     The USD to INR conversion used is Rs. 43.62 per USD.

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WIPRO LIMITED

 
CORPORATE GOVERNANCE REPORT 2004-05       ANNEXURE ‘D’

I    CORPORATE GOVERNANCE
 
    Corporate Governance is the mechanism by which the principles, values, philosophy and practices of a Company manifest in the real world. Good transparent Corporate Governance ensures that the Company is managed and monitored in a responsible manner geared to value creation. Corporate Governance is concerned with both the internal aspects of the Company, such as internal controls, and the external aspects such as an organisation’s relationship with all its stakeholders.
 
    The Board of Directors represents the interests of the Company’s stakeholders, in optimising long-term value by providing the Company necessary guidance and strategic vision on stakeholders’ behalf. The Board is also responsible for ensuring that the Company’s management and employees operate with the highest degree of ethical standards.
 
    Effective Corporate Governance programs include the institution of corporate ombudsperson and encourage whistleblowers to dissent when the interests of the Company are compromised. Good Corporate Governance is the responsibility and privilege of each and every stakeholder.
 
    At Wipro Limited, our pursuit towards achieving good Corporate Governance is an ongoing process, thereby ensuring integrity, transparency and accountability in all our dealings with our employees, shareholders, customers and the community at large. We believe that the constant effort to improve operational performance, guided by our values, forms the basis for good Corporate Governance. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation and integrity.

During the course of the year, Securities and Exchange Board of India made certain significant amendments to the Corporate Governance requirements under Indian Stock Exchange Listing Agreement, inter alia, widening the definition of Independent Director, prior approval of the shareholders for payment of Non-Executive Directors’ fees/remuneration including determination of criteria for making such payments, affirmation of Code Conduct by Senior Management, widening the disclosure with respect to related party transactions, internal controls, risk management, tenure of independent directors, etc. These amendments have now been deferred till December 31, 2005.
 
    Your Board of Directors present the Corporate Governance Report for the year 2004-05 based on the disclosure requirements under Clause 49 of the Listing Agreement existing as of March 31, 2005.
 
II    BOARD OF DIRECTORS
 
A    Composition
 
    The details of the Directors on the Board of your Company as on March 31, 2005 are given below:
                                                         
 
  Name     Category     Designation     Date of     Directorship     Chairmanship     Membership  
                    appointment     in other     in Committees     in Committees  
                              Companies     of Boards of     of Boards  
                              (*)     other     of other  
                                        companies     companies  
 
Azim H. Premji
    Promoter
Director
    Chairman and Managing Director (designated as Chairman)       01.09.1968         11       Nil     Nil  
 
Vivek Paul
    Whole-time
Director
    Vice Chairman and Wholetime Director       26.07.1999         3       Nil     Nil  
 
N. Vaghul
    Independent
Non-Executive
Director
    Director       09.06.1997         12         3         5    
 
B.C. Prabhakar
    Independent
Non-Executive
Director
    Director       20.02.1997       Nil     Nil     Nil  
 
Jagdish N. Sheth
    Independent
Non-Executive
Director
    Director       01.01.1999         2       Nil       2    
 
Ashok Ganguly
    Independent
Non-Executive
Director
    Director       01.01.1999         9         3         5    
 
Eisuke Sakakibara
    Independent
Non-Executive
Director
    Director       01.01.2002       Nil     Nil     Nil  
 
P.M. Sinha
    Independent
Non-Executive
Director
    Director       01.01.2002         4         2         3    
 
 
    (*) This does not include unlimited companies, foreign companies and companies under Section 25 of the Companies Act, 1956.

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WIPRO LIMITED

 

    The Chairman is an Executive Director and the number of Independent Non-Executive Directors on the Board is more than 50% of the Board strength at any point of time. All Independent Non-Executive Directors comply with the legal requirements for being “independent”.
 
    Independent Director means a Director who, apart from receiving a Director’s remuneration, does not have any other material pecuniary relationship or transactions with the Company, its promoters, its management, or its subsidiaries which in the judgement of the Board may affect the independence of judgement of the Director.
 
    Brief resumes of the Board of Directors
 
    Azim H. Premji has served as our Chief Executive Officer, Chairman of the Board and Managing Director (designated as “Chairman”) since September 1968. Mr. Premji holds a B.S. in Electrical Engineering from Stanford University, USA.
 
    Dr. Ashok Ganguly has served as one of our Directors since January 1999. Since April 2003, Dr. Ganguly has served as the Chairman of ICICI OneSource Ltd., a business process outsourcing company, and, since September 2003, as the Chairman of ABP Pvt. Ltd., a media and publishing company. From August 1996 to March 2003, he served as the Chairman of ICI India Limited, a manufacturing company. Dr. Ganguly also currently serves as a Director on the Central Board of the Reserve Bank of India and Homogenomics Pvt. Ltd. He is also a Non-Executive Director of British Airways plc., Mahindra & Mahindra Ltd., ICICI Knowledge Park Ltd. and Tata AIG Life Insurance Co. Ltd. More recently, Dr. Ganguly was appointed as a member of India’s Prime Minister’s Council for Trade and Industry as well as a member of the Government of India’s Investment Commission. Dr. Ganguly holds a B.Sc. in Chemistry from Bombay University and an M.S. and Ph.D. from the University of Illinois, USA.
 
    B.C. Prabhakar has served as one of our Directors since February 1997. He has practiced law in his own firm since April 1970. Mr. Prabhakar holds a B.A. in Political Science and Sociology and an LL.B. from Mysore University.
 
    Dr. Jagdish N. Sheth has served as one of our Director since January 1999. He has been a professor at Emory University since July 1991. Dr. Sheth has also been a Director of Norstan, Inc., a manufacturing company, since September 1995, and of Pac West Telecomm, a telecommunication company, since July 1999. Dr. Sheth is also on the boards of Cryo-Cell International Inc., a blood stem cell bank, and Shasun Chemicals & Drugs Limited, a pharmaceutical company. Dr. Sheth holds a B. Com. from Madras University in India, and an M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh, USA.
 
    Vivek Paul has served as one of our Directors, Vice Chairman of the Board and Executive Officer of Wipro Technologies since July 1999. From January 1996 to July 1999, Mr. Paul was General Manager of Global CT Business at General Electric, Medical Systems Division. From March 1993 to December 1995, he served as President and Chief Executive Officer of Wipro GE Medical Systems Limited. Mr. Paul holds a B.E. from the Birla Institute of Technology and Science, Pilani in India, and an M.B.A. from the University of Massachusetts, Amherst, USA.
 
    Narayanan Vaghul has served as one of our Directors since June 1997. He has been Chairman of the Board of ICICI Bank Limited since September 1985. Mr. Vaghul is also on the Boards of Mahindra and Mahindra Ltd., Mahindra Industrial Park Limited, Air India Limited, Air India Transport Services Limited, Air India Engineering Services Limited, Nicholas Piramal India Ltd., Apollo Hospitals Enterprise Limited, Technology Network (India) Pvt. Ltd., Himatsingka Seide Limited and Asset Reconstruction Company (India) Limited. Mr. Vaghul is also the Chairman of the Compensation Committee of Mahindra and Mahindra Limited and Nicholas Piramal India Ltd. Mr. Vaghul holds a B. Com. in Banking from Madras University in India.
 
    Prof. Eisuke Sakakibara has served as one of our Directors since January 1, 2002. He has been a Professor of Economics in Keio University of Japan since 1999. After working with the Ministry of Finance, Government of Japan since 1965, he was posted as Economist, International Monetary Fund in 1971, and was a visiting Associate Professor of Economics at Harvard University. He has also served as Director-General, International Finance Bureau, Japan between 1995 and 1997. In 1997, he became the Vice Minister of Finance for International Affairs, Japan. Prof. Sakakibara holds a B.A. in Economics from the University of Tokyo and a Ph.D. in Economics from the University of Michigan, USA.
 
    Priya Mohan Sinha became a Director of our Company on January 1, 2002. He has served as the President of PepsiCo International South Asia, since 1995 and as Chairman of PepsiCo India Holdings Limited and President of Pepsi Foods Limited since July 1992. From October 1981 to November 1992, he was on the Executive Board of Directors of Hindustan Lever Limited. From 1981 to 1985 he also served as Sales Director of Hindustan Lever. Mr. Sinha was also Chairman of Stepan Chemicals Limited between 1988 and November 1992 and on the Boards of Brooke Bond India Limited, Lipton India Limited, Indexport Limited and Lever Nepal Limited. Currently, he is also on the Boards of ICICI Bank Limited, Lafarge India, Indian Oil Corporation Limited, Azim Premji Foundation Pvt. Ltd. and is Chairman, Bata India Limited. Mr. Sinha holds a B.A. from Patna University and he has also attended Advanced Management Program in the Sloan School of Management, Massachusetts Institute of Technology, USA.

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WIPRO LIMITED

 

    Lead Independent Director
 
    Mr. N. Vaghul has been designated as the Lead Independent Director. The basis for his selection is as laid down in our corporate governance guidelines.
 
    Board membership criteria
 
    The Nominating and Corporate Governance Committee comprise entirely of Independent Directors which works closely with the Board in identifying, screening, recruiting and recommending Directors for nomination by the Board for election as members of the Board.
 
    Board members are expected to possess strong management experience, ideally with major public companies with successful multinational operations, other areas of expertise or experience that are desirable, given the Company’s business and the current make-up of the Board, such as expertise or experience in Information Technology businesses, manufacturing, international, financial or investment banking, scientific research and development, senior level government experience and academic administration, personal characteristics matching with the Company’s values, such as integrity, accountability, financial literacy, and high performance standards.
 
    Materially significant related party transactions
 
    None of the Non-Executive Directors have any pecuniary material relationship with the Company for the year ended March 31, 2005.
 
    In the opinion of the Board, the transactions during the year 2004-05 between the holding Company and its subsidiaries are not material and have been done at arms length and are duly recorded in the Register of Contracts maintained by the Company pursuant to Section 301 of the Companies Act, 1956.
 
    During the year 2004-05, Mr. Azim H. Premji, Chairman of the Company expressed his intention to buy back certain assets like car and furniture & equipment provided to him as part of perquisites as per policy of the Company. The Board of Directors at their meeting held on October 15, 2004 approved the above proposal and accordingly an application has been made to the Central Government as required under Section 297 of the Companies Act, 1956 for approval of the above transaction. Approval of the Central Government is awaited.
 
B    Board Meetings
 
    As per the Listing Agreement, the Board of Directors must meet at least four times a year, with a maximum time gap of four months between any two meetings.
 
    During the last financial year, our Board met four times, on April 15, 2004, July 22, 2004, October 14, 2004 and January 20, 2005. All the Board meetings were held at the Company’s registered office at Bangalore, India. The gap between two board meetings did not exceed four months.
 
    The agenda for the Board meetings is always sent to the Directors at least two weeks prior to the Board meeting to invite suggestions from each Board member for their views and for inclusion of items on the agenda, if any.
 
    Information supplied to the Board
 
    The Board of Directors of Wipro Limited is presented with various issues affecting the business and environment including the following whenever applicable and materially significant.

  -   review of annual operating plans, capital budgets and any updates.
 
  -   quarterly results of the Company and its operating divisions or business segments.
 
  -   minutes of meetings of audit committee and other committees of the Board.
 
  -   information on recruitment and remuneration of senior officers just below the board level.
 
  -   materially important litigations, show cause, demand, prosecution and penalty notices.
 
  -   Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
 
  -   any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.
 
  -   any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
 
  -   details of any joint venture or collaboration agreement.
 
  -   transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
 
  -   significant labour problems and their proposed solutions.

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  -   significant development in Human Resources/Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
 
  -   sale of material nature of investments, subsidiaries, assets, which is not in normal course of business.
 
  -   quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, and
 
  -   non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.

    The above information along with all other relevant materials to be considered at the meeting is circulated to the Board before the Board meeting.
 
    The Board is also given presentations covering Finance, Sales and Marketing and the major business segments and operations of the Company, before taking on record the results of the Company for the preceding financial quarter at each of the scheduled Board meetings.
 
    The Guidelines for Board and Committee meetings facilitate an effective post meeting follow-up, review and reporting process for the decisions taken by the Board of Directors.
 
    The attendance of the Directors at the Board Meetings held during the year is given below :
                         
 
  Director     Number of meetings held     Number of meetings attended  
 
Azim H. Premji
      4         4    
 
Vivek Paul
      4         4    
 
N. Vaghul
      4         4    
 
B.C. Prabhakar
      4         4    
 
Jagdish N. Sheth
      4         4    
 
Ashok Ganguly
      4         4 (*)  
 
Eisuke Sakakibara
      4         2    
 
P.M. Sinha
      4         4    
 
 
*   - one meeting attended through Teleconferencing.

C    Directors’ membership in Board committees
 
    As per the Listing Agreement, no director can be a member in more than 10 committees or act as chairman of more than five committees across all companies in which he is a director.
 
    In terms of the Listing Agreement, none of the Directors of our Company were members in more than 10 committees nor acted as chairman of more than five committees across all companies in which they were directors.
 
D    Selection, Remuneration, and Tenure of Directors
 
    Selection
 
    The selection of new Directors is done by the Nomination & Corporate Governance Committee of the Board. The process of nomination and selection of prospective Directors are detailed in Company’s charter of Nomination and Corporate Governance Committee. The charter is posted on Company’s website at www.wipro.com/Investors/Corpinfo. No new Directors were appointed during the year.
 
    Subject to the approval of the shareholders at the ensuing Annual General Meeting, Mr. Azim H. Premji, was re-appointed as Chairman and Managing Director (designated as “Chairman”) of the Company with effect from December 31, 2004 for a further period of two years and seven months. Other than the Chairman, two of the existing directors, who retire by rotation, are proposed to be re-appointed as Directors at the ensuing Annual General Meeting.
 
    Remuneration
 
    Executive Directors are paid remuneration within the limits envisaged under Schedule XIII of the Companies Act, 1956. The remuneration payable is always recommended by the Compensation & Benefits Committee to the Board and is approved by the Board as well as the Shareholders of the Company.
 
    Non-Executive Independent Directors are paid remuneration by way of a commission as may be recommended by the Compensation & Benefits Committee and approved by the Board/Shareholders subject however to the condition that the commission shall not cumulatively exceed 1% of the net profits of the Company for all Non-Executive Independent Directors in the aggregate in one financial year. In case of commission payable to the members of the Compensation & Benefits Committee, the same shall be decided and approved by the Board.

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    Tenure
 
    The age limit for retirement of the Executive and Non Executive Independent Directors is being decided by the Nomination and Corporate Governance Committee.
 
III   BOARD COMMITTEES
 
    As of March 31, 2005, your Company has four Board committees. These are:

  -   Audit Committee
 
  -   Compensation & Benefits Committee
 
  -   Nomination & Corporate Governance Committee
 
  -   Shareholders/Investors Grievance & Administrative Committee

A   AUDIT COMMITTEE
 
1   Brief description of terms of reference:
 
    The Audit Committee reviews, acts and reports to the Board of Directors, inter alia, with respect to :

  -   auditing and accounting matters, including the recommendation for appointment of our independent auditors;
 
  -   company’s compliance with legal and statutory requirements;
 
  -   integrity of the Company’s financial statements, the scope of the annual audits, and fees to be paid to the independent auditors;
 
  -   performance of the Company’s Internal Audit function, independent auditors and accounting practices.

    Though the financial results are sent to the Audit Committee and the Board at the same time, the Audit Committee reviews the audited quarterly, half-yearly and yearly financial results and places a report on the same to the Board for its consideration and approval. The Chairman of the Audit Committee is always present at the Annual General Meeting. However, due to health reasons, Mr. N. Vaghul, Chairman of the Audit Committee could not attend the last Annual General Meeting and Mr. P.M. Sinha who was appointed to act as the Chairman in Mr. Vaghul’s absence, was present at the meeting.
 
    The detailed charter of the Audit Committee is posted on the Company’s website at: www.wipro.com/Investors/Corpinfo.
 
2   Composition & Qualifications
 
    The Audit Committee comprises of the three independent, Non-Executive directors. All the members including the Chairman have adequate financial and accounting knowledge. None of the members receive directly or indirectly any consulting, advisory or compensatory fees from the Company other than their remuneration by way of commission as a Director.
         
Mr. N. Vaghul
  -   Chairman
 
       
Mr. B.C. Prabhakar
  -   Member
 
       
Mr. P.M. Sinha
  -   Member

3   Meetings and attendance during the year
 
    The Audit Committee met four times during the year, each time on the day preceding the Board Meetings. Minutes of each Audit Committee meeting are placed before, and discussed at, the following Board meeting.
                         
 
        Number of meetings held       Number of meetings attended    
  Name     during the year       during the year    
 
N. Vaghul
      4         4    
 
B.C. Prabhakar
      4         4    
 
P.M. Sinha
      4         4    
 

B   COMPENSATION AND BENEFITS COMMITTEE
 
1   Brief description of terms of reference of the Compensation & Benefits Committee
 
    The Compensation and Benefits Committee determines salaries, benefits and stock option grants to employees and directors of your Company. The Committee also administers your Company’s Employee Stock Option Plan (ESOP). The detailed charter of the Committee is posted on the Company’s website at www.wipro.com/Investors/Corpinfo. The Company’s Compensation & Benefits Committee has the necessary powers and authority to ensure appropriate disclosure on the remuneration of Whole-time Directors. Since the appointment of the Whole-time Directors are by virtue of their employment with the Company, their other service conditions are governed by the policy of the Company.

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2   Composition, name of members and the Chairperson
 
    The Compensation & Benefits Committee comprises of the following three Independent Non-Executive Directors :
         
Mr. N. Vaghul
  -   Chairman
 
       
Mr. B.C. Prabhakar
  -   Member
 
       
Mr. P.M. Sinha
  -   Member

3   Meetings and attendance during the year
 
    The Compensation & Benefits Committee met four times in the year, usually on the day preceding the Board meetings. All the members were present at each of the meetings.
 
    Minutes of each of the Compensation & Benefits Committee meeting is placed before the Board.
                         
 
        Number of meetings held       Number of meetings attended    
  Name     during the year       during the year    
 
N. Vaghul
      4         4    
 
B.C. Prabhakar
      4         4    
 
P.M. Sinha
      4         4    
 

C   NOMINATION AND CORPORATE GOVERNANCE COMMITTEE
 
1   Brief description of terms of reference
 
    The Nomination and Corporate Governance Committee has the following key deliverables :

  -   develop and recommend to the Board corporate governance guidelines applicable to the Company by taking a leadership role in shaping the corporate governance of the Company
 
  -   implement policies and processes relating to corporate governance principles
 
  -   lay down policies and procedures to assess the requirements for induction of new members on the Board

2   Composition
 
    The Nomination and Corporate Governance Committee comprise of the following three independent non-executive members of the Board.
         
Mr. Ashok Ganguly
  -   Chairman
 
       
Mr. N. Vaghul
  -   Member
 
       
Mr. P.M. Sinha
  -   Member

3   Meetings
 
    The Nomination and Corporate Governance Committee met once in the financial year 2004-05. All the members were present at the meeting.
                         
 
        Number of meetings held       Number of meetings attended    
  Name     during the year       during the year    
 
Ashok Ganguly
      1         1    
 
N. Vaghul
      1         1    
 
P.M. Sinha
      1         1    
 

4   Particulars of Directors appointed/re-appointed
 
    Mr. Azim H. Premji, was re-appointed as Chairman and Managing Director (designated as “Chairman”) of the Company for a further period of two years and seven months with effect from December 31, 2004. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting.
 
    In compliance with the provisions of Section 302 of the Companies Act, 1956, the Company had circulated an abstract of the terms and conditions of the said re-appointment to the shareholders on January 25, 2005.

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    As per the provisions of the Companies Act, 1956, Prof. Eisuke Sakakibara and Dr. Ashok S. Ganguly, retire by rotation and being eligible offer themselves for re-appointment.
 
    Brief resumes of each of the Directors proposed to be re-appointed at the ensuing Annual General Meeting is provided as an annexure to the Notice convening the Annual General Meeting.
 
    The notice for the Annual General Meeting scheduled to be held on July 21, 2005 complies with this requirement.
 
D   SHAREHOLDERS’/INVESTORS’GRIEVANCE AND ADMINISTRATIVE COMMITTEE
 
1   Brief description of terms of reference
 
    The Shareholders/Investors Grievance & Administrative Committee administers the following :

  -   to effect transfer of shares
 
  -   to effect transmission of shares
 
  -   to issue duplicate share certificates as and when required
 
  -   to monitor Shareholder/Investor’s Grievance issues from time to time and provide redressal for the same
 
  -   to open and close Bank accounts
 
  -   to grant, revoke general, specific and banking powers of attorney

    Apart from the above, the Committee is also delegated by the Board to administer the following :

  -   to consider and approve allotment of equity shares pursuant to exercise of stock options
 
  -   such other activities resulting from statutory amendments/modifications from time to time

2   Composition
 
    The composition of the Shareholders/Investors & Administrative Grievances Committee is as follows :
         
Mr. B.C. Prabhakar
  -   Chairman
 
       
Mr. Azim H. Premji
  -   Member

    All the members were present at each of the meetings.
 
3   Name and designation of Compliance Officer
 
    The Compliance Officer as per the requirements under the Listing Agreement is Mr. V. Ramachandran, Company Secretary.
 
4   Details of complaints/requests received and resolved during the year 2004-05
 
    COMPLAINTS :
                                             
 
  Sl. No.       Nature of Complaints     Received       Replied       Pending    
  1      
Non receipt of Share certificates lodged for transfer
      1         1         0    
  2      
Non receipt of Dividend warrants
      343         343         0    
  3      
Non receipt of Dividend warrant after revalidation
      0         0         0    
  4      
Non receipt of Share certificates lodged for split/Bonus shares
      4         4         0    
  5      
Non receipt of Duplicate share certificates
      0         0         0    
  6      
Letters from SEBI/ Stock Exchanges
      3         3         0    
  7      
Letters from Department of Company Affairs/Other Statutory Bodies
      2         2         0    
           
Total
      353         353         0    
 

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WIPRO LIMITED
   
 

    REQUESTS :
                                             
 
  Sl. No.       Nature of Requests*     Received       Replied       Pending    
  1      
Receipt of Dividend warrants for revalidation
      455         455         0    
  2      
Request for mandate correction on Dividend warrants
      214         214         0    
  3      
Request for duplicate Dividend warrant
      27         27         0    
  4      
Request for copy of Annual Report
      98         98         0    
  5      
Request for TDS certificate
      0         0         0    
  6      
Request for exchange of split Share Certificates
      12         12         0    
           
Total
      806         806         0    
 
 
*   The Company has complied with submission of its responses to the queries/ clarifications sought by the Stock Exchanges on various market related information like clarifications on market rumours, etc from time to time. These responses have not been included in the information furnished in the above table.

IV   DISCLOSURE ON THE REMUNERATION OF DIRECTORS
 
    Given below are the details of remuneration paid for the financial year 2004-05 to the Directors of the Company. The remuneration of the Executive Directors which is approved by the Compensation & Benefits Committee consists of fixed pay, commission based on percentage of profits of the Company as approved by the shareholders and stock options.
 
    Commission payable to each of the Independent Non-Executive Directors is limited to a fixed sum payable as approved by the Board subject to a maximum of 1% of the net profits of the Company for the year, cumulatively for all the Directors. The commission payable to Independent Non-Executive Directors was originally approved by the shareholders on July 18, 2002.
                                                                      (Rs. 000s )
 
  Name     Relationship     Salary     Commission/     Other     Deferred     Sitting     Notice period     No. of  
        with other               Incentives     annual     benefits     fees     and Severance     stock options  
        Directors                     compensation*                 payment     granted during  
                                                  the year  
 
Azim H. Premji
    None       2,333         17,648         2,743         3,091               Upto six
months
     
 
Vivek Paul**
    None       20,065         51,717         519         3,009               Three months. For severance payment, see note below     75,000 ADS
Restricted
Stock Units
 
 
Ashok Ganguly
    None               800                         8            
 
B.C. Prabhakar
    None               400                         32            
 
N. Vaghul
    None               800                         24            
 
P.M. Sinha
    None               1,000                         24            
 
Dr. Jagdish N. Sheth **
    None               1,125                         8            
 
Prof. Eisuke Sakakibara ***
    None               1,800                         4            
 
 
*   The above figure includes cost of rent free furnished residential accommodation or house rent allowance, leave travel concession, reimbursement of medical expenses, personal accident insurance, and fully maintained Company car with driver, interest subsidy on housing finance, gardener, watchman, electricity, servant and gratuity as per Company Policy.

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WIPRO LIMITED
   
 

    Deferred benefits in the case of Mr. Vivek Paul were Company’s contribution to Deferred Compensation Plan. The Company has a Deferred Compensation Plan in place, and a Participant Agreement with Mr. Vivek Paul. Contributions made by the Company under this Deferred Compensation Plan are managed by an irrevocable Trust whose trustees are appointed by the Company under a Trust Agreement. Wells Fargo NA., has been appointed as a Trustee of the Trust. Company makes a contribution of 15% of the base salary to the Trust and the employee is also eligible to contribute upto 15% of the base salary and upto 100% of the commission under the Deferred Compensation Plan to the Trust. The Trust will make payouts upon compliance with the conditions prescribed in the Plan and the relevant agreements.

Severance payment is payable to Mr. Vivek Paul subject to fulfillment of certain conditions. For further details, please refer to our disclosure in section titled “Terms of Employment Arrangements and Indemnification Agreement” in the Annual Report on Form 20F filed with Securities and Exchange Commission (“SEC”).
 
**   Figures mentioned are rupee equivalent – as amounts payable in USD.
 
***   Figures mentioned are rupee equivalent – as amounts payable in Yen.

V    GENERAL BODY MEETINGS
 
A   Annual General Meetings (AGM) :
 
    The location and time of the last three AGMs are as follows :
                       
 
  Year     Location     Date     Time  
 
2001-02
    Doddakannelli, Sarjapur Road, Bangalore     July 18, 2002     4.30 pm  
 
2002-03
    Doddakannelli, Sarjapur Road, Bangalore     July 17, 2003     4.30 pm  
 
2003-04
    Doddakannelli, Sarjapur Road, Bangalore     June 11, 2004     4.30 pm  
 

    Generally, all the resolutions in the Annual General Meeting are passed by show of hands.
 
    Two Executive Directors and Three Independent Non-Executive Directors of the Company attended the Annual General Meeting held on June 11, 2004.
 
B   Details on Extraordinary General Meetings (EGM)
 
    No EGMs were held during the year. The date, location and time, of the last three EGMs held are as follows :
                       
 
  Year     Location     Date     Time  
 
1998-99
    Ganesha Complex, Madiavala, Hosur Main, Bangalore     December 13, 1999     11.00 am  
 
1999-00
    Taj Residency, Bangalore     April 26, 2000       4.30 pm  
 
2000-01
    Doddakannelli, Sarjapur Road, Bangalore     July 19, 2001       5.30 pm  
 

    No special resolutions were put through postal ballot during the year.
 
VI   DISCLOSURES
 
A   Disclosures on materially significant related party transactions that may have a potential conflict of interest with the interests of Company at large
 
    During the year 2004-05, no transactions of material nature had been entered into by the Company with the Promoters or Directors or Management, their subsidiaries or their relatives that may have a potential conflict with interest of the Company.
 
    We have disclosed the related party transactions with the subsidiary companies in Note No .15 at Page No.89 of Annual Report.
 
B   Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to Capital Markets, during the last three years
 
    The Company has complied with the requirements of the Stock Exchange or SEBI on matters related to Capital Markets, as applicable from time to time.

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VII   MEANS OF COMMUNICATION
 
A   The Company’s Quarterly, Half yearly and Annual results as well as copies of the Press Releases and Company Presentations are displayed on the following web-sites at www.wiproindia.com and www.wipro.com/Investors.
 
B   The financial results are published in the following newspapers:

    The Business Standard
 
    Kannada Prabha

C   Management Discussion and Analysis Report
 
    The Company has provided a detailed Management Discussion and Analysis report in its Annual Report for the year 2004-05. Please refer pages 122 to 131 of the Annual Report.
 
VIII   GENERAL SHAREHOLDER INFORMATION
 
A   Forthcoming AGM
 
    The next Annual General Meeting of the Company will be held on July 21, 2005 at 4.30 pm at the registered office of the Company at Doddakannelli, Sarjapur Road, Bangalore 560 035.
 
B   Financial Calendar for 2005-06
           
 
  Tentative schedule     Likly Board Meeting Schedule  
 
Financial reporting for the quarter ending June 30, 2005
    Second fortnight of July 2005  
 
Financial reporting for the half-year ending September 30, 2005
    Second fortnight of October 2005  
 
Financial reporting for the quarter ending December 31, 2005
    Second fortnight of January 2006  
 
Financial reporting for the year ending March 31, 2006
    Second fortnight of April 2006  
 
Annual General Meeting for the year ending March 31, 2006
    Second fortnight of July 2006  
 

C   Book closure dates for the purpose of dividend
 
    The Company’s register of members and share transfer books will remain closed from July 1, 2005 to July 11, 2005 (both days inclusive) to determine the entitlement of shareholders to receive the final dividend as may be declared for the year ended March 31, 2005.
 
D   Dividend payment
 
    Dividend on equity shares as recommended by the directors for the year ended March 31, 2005, when declared at the meeting, will be paid on or before August 20, 2005 :

  (i)   to those members whose names appear on the Company’s register of members, after giving effect to all valid share transfers in physical form lodged with M/s. Karvy Computershare Private Limited, Registrar and Share Transfer Agent of the Company on or before June 30, 2005.
 
  (ii)   In respect of shares held in electronic form, to those “deemed members”whose names appear in the statements of beneficial ownership furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as at the opening hours on July 1, 2005.

E   Listing on Stock Exchanges
 
    Your Company’s securities are listed on the following stock exchanges as of March 31, 2005 :
           
 
  Equity Shares     American Depository Receipts (ADRs)  
 
The Stock Exchange, Mumbai
Phiroze Jeejeebhoy Towers, Dalal Street
Mumbai 400 023
    New York Stock Exchange
60 Wall Street
New York
 
 
National Stock Exchange of India Ltd.
Exchange Plaza, 5th Floor, Plot No.C/1, G Block
Bandra East, Mumbai 400 051
       
 

    Listing fees for the year 2004-05 have been paid to the Indian Stock Exchanges and the listing fees to New York Stock Exchange for listing of ADRs has been paid for the calendar year 2005.

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WIPRO LIMITED
   
 

    During the year, pursuant to the approval by the members of the Company at the last Annual General Meeting held on June 11, 2004, the Company has received approvals from the following stock exchanges and de-listed its equity shares from thesse exchanges.

  a.   Bangalore Stock Exchange Limited, Bangalore
 
  b.   Stock Exchange-Ahmedabad, Ahmedabad
 
  c.   Cochin Stock Exchange Limited, Cochin
 
  d.   Delhi Stock Exchange Association Limited, New Delhi

    The formalities for de-listing from the Calcutta Stock Exchange Association Limited have been duly completed and confirmation of de-listing is awaited from the Exchange.
 
F   Stock Code :
           
 
  Stock Exchange     Code  
 
The Stock Exchange, Mumbai
    Wipro  
 
National Stock Exchange of India Ltd.
    Wipro  
 
New York Stock Exchange (ADRs)
    WIT  
 
ISIN number for equity shares
    INE 075A01022  
 
ADR Cusip No.
    97651M109  
 

G   Stock Market Data relating to equity shares listed in India
 
    Table 1
                                                                                               
 
  Month     Price in NSE       Volumes       S&P CNX Nifty       Wipro price       S&P CNX Nifty    
  (2004-05)     during each       Traded       Index during       movement vis-a-vis       Index movement    
        month (*)       Volumes       each month       previous month       vis-a-vis previous    
                                High/Low       months    
        High       Low                 High       Low       High %       Low %       High %       Low %    
 
April
      558.30         442.30         9,415,191         1,912         1,771         109.11         98.22         100.68         106.05    
 
May
      550.00         396.60         9,050,908         1,837         1,292         98.51         89.67         96.08         72.95    
 
June
      570.00         476.00         13,843,862         1,567         1,438         103.64         120.02         83.30         111.30    
 
July
      555.00         470.00         25,594,505         1,639         1,473         97.37         98.74         104.59         102.43    
 
August
      585.00         527.00         31,593,473         1,659         1,574         105.41         112.13         101.22         106.86    
 
September
      611.80         470.00         19,577,467         1,761         1,620         104.58         89.18         106.15         102.92    
 
October
      728.00         593.10         19,669,191         1,829         1,738         118.99         126.19         103.86         107.28    
 
November
      770.00         649.00         13,938,541         1,964         1,777         105.77         109.43         107.38         102.24    
 
December
      774.80         733.00         13,905,784         2,088         1,945         100.62         112.94         106.31         109.45    
 
January
      760.00         610.35         15,751,188         2,120         1,894         98.09         83.27         101.53         97.38    
 
February
      728.00         661.90         11,012,290         2,110         2,037         95.79         108.45         99.53         107.55    
 
March
      734.95         624.15         11,940,035         2,183         2,007         100.95         94.30         103.46         98.53    
 
 
(*)   Price adjusted for 2 bonus shares for every 1 share made by the Company in June 2004.

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WIPRO LIMITED
   
 

(PERFORMANCE GRAPH)

    Stock Market Data relating to American Depository Shares (ADS)
 
    Table 2
                                             
 
  Month (2004-05)     Wipro ADS price in       NYSE TMT Index during       Wipro ADS price       NYSE TMT Index    
        NYSE during each       each month closing ($)       movement (%)       movement (%)    
        Month closing ($) (*)               vis-a-vis previous       vis-a-vis previous    
                        month closing       month closing    
 
April
      14.35         5,393.80         102.16         103.02    
 
May
      14.80         5,049.30         103.14         93.61    
 
June
      15.57         5,043.80         105.20         99.89    
 
July
      15.51         4,925.50         99.61         97.65    
 
August
      17.21         4,716.00         110.96         95.75    
 
September
      18.89         4,827.30         109.76         102.36    
 
October
      21.33         5,012.70         112.92         103.84    
 
November
      24.45         5,320.00         114.63         106.10    
 
December
      24.65         5,458.00         100.82         102.60    
 
January
      22.00         5,423.80         89.25         99.40    
 
February
      21.74         5,311.30         98.82         97.90    
 
March
      20.41         5,298.60         93.88         99.80    
 
 
(*)   Price adjusted for 2:1 stock dividend made by the Company in June 2004.

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(PERFORMANCE GRAPH)

    Table 3
 
    ADS Premium movement during the year 2004-05

(PERFORMANCE GRAPH)

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WIPRO LIMITED
   
 

H   Registrar and Share Transfer Agents
 
    The Board has delegated the power of share transfer to Registrar and Share Transfer Agents for processing of share transfers to Karvy Computershare Pvt. Ltd. Their complete address is as follows:
 
    Karvy Computershare Pvt. Ltd.
51/2, Vanivilas Road
T K N Complex
Basavangudi
Bangalore
 
    Tel : 080 - 2661 3400
         080 - 2662 1192 / 93
Fax : 080 - 2662 1169
Email : kannans@karvy.com
 
    The turnaround time for completion of transfer of shares in physical form is generally less than 7 days from the date of receipt, if the documents are clear in all respects. We have internally fixed turnaround times for closing the queries/complaints received from the shareholders.
 
I   ADS Depository & Custodian
 
    The Depository for our ADS is JP Morgan Chase Bank, USA. Their address is :
 
    JP Morgan Chase Bank
4 New York Plaza, Floor 13
New York, NY 10004
Tel: 001-(212) 623 0432
Fax: 001-(212) 623 0079
 
    The Custodian for our ADS in India is ICICI Bank Limited. Their complete address is :
 
    ICICI Bank Limited
Bandra Kurla Complex
Bandra East
Mumbai 400 051
Tel: 91-22-26531414
Fax: 91-22-26531165
 
J   Distribution of Shareholding:
                                                                                     
 
        March 31, 2005       March 31, 2004    
        No. of       % to                           No. of       % to                    
        share-       share-       No. of       % to total       share-       share-       No. of       % to total    
  Category     holders       holders       shares       equity       holders       holders       shares       equity    
 
0-500
      93,674         95.39         4,601,710         0.65         47,046         95.96         1,459,951         0.63    
 
501-1000
      1,585         1.61         1,150,478         0.16         739         1.51         562,373         0.24    
 
1001-2000
      1,068         1.08         1,546,669         0.22         471         0.96         682,984         0.29    
 
2001-3000
      512         0.52         1,293,547         0.18         181         0.37         474,122         0.20    
 
3001-4000
      223         0.23         782,804         0.11         80         0.16         286,936         0.12    
 
4001-5000
      169         0.17         762,235         0.11         57         0.12         260,681         0.11    
 
5001-10000
      323         0.33         2,292,145         0.33         131         0.27         946,412         0.41    
 
10001-50000
      377         0.39         8,452,888         1.20         205         0.42         4,489,817         1.93    
 
50001-100000
      93         0.09         6,464,447         0.92         39         0.07         2,827,997         1.21    
 
100001-5000000
      157         0.17         82,025,252         11.66         69         0.14         26,094,269         11.22    
 
Above 5000001
      17         0.02         594,198,347         84.46         7         0.02         194,673,610         83.64    
 
Total
      98,198         100.00         703,570,522         100.00         49,025         100         232,759,152         100    
 

Note: The above figures for 2005 reflect the issue of bonus shares made by the Company in the ratio 2:1 in June 2004.

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K            Categories of Shareholders
                                                   
 
              March 31, 2005     March 31, 2004  
              No. of     % of     No. of     % of  
        Category     Shares held     Holding     Shares held     Holding  
 
A
    PROMOTERS HOLDING                                          
 
 
    Promoters                                          
 
 
    Indian Promoters                                          
 
 
    Promoter in his capacity as partner of Partnership Firms       487,760,400         69.33         162,586,800         69.85    
 
 
    Promoter in his capacity as director of Private Limited companies       68,238,900         9.70         22,746,300         9.77    
 
 
    Promoter in his individual capacity       28,021,530         3.98         9,340,510         4.10    
 
 
    Promoter Director’s Relatives       717,300         0.10         239,100         0.01    
 
 
    Foreign Promoters     Nil                 Nil              
 
 
    Persons acting in concert     Nil                 Nil              
 
 
    Sub-total       584,738,130         83.11         194,912,710         83.73    
 
B
    NON PROMOTER HOLDING INSTITUTIONAL INVESTORS                                          
 
 
    Mutual funds and UTI       2,838,324         0.40         2,507,669         1.08    
 
 
    Banks, Financial Institutions, Insurance Companies (Central/ State Government Institutions/ Non Government Institutions)       7,104,093         1.01         2,521,761         1.08    
 
 
    FIIS       26,765,230         3.81         5,889,703         2.53    
 
 
    Sub-total       36,707,647         5.22         10,919,133         4.69    
 
C
    OTHERS                                          
 
 
    Private Corporate Bodies       12,243,732         1.74         4,135,547         1.78    
 
 
    Indian Public       48,184,857         6.86         15,424,107         6.63    
 
 
    NRIs       7,344,547         1.04         2,631,291         1.13    
 
 
    Directors and Relatives       26,700         0.00         176,850         0.08    
 
 
    Trusts       4,036,484         0.57         1,351,401         0.58    
 
 
    ADRs       10,288,425         1.46         3,208,113         1.38    
 
 
    Sub-total       82,124,745         11.67         26,927,309         11.58    
 
 
    GRAND TOTAL (A+B+C)       703,570,522         100.00         232,759,152         100.00    
 
 
*   The above figures for 2005 are after considering the effect of the issue of bonus shares made by the Company in the ratio 2:1 in June 2004.

L   Dematerialisation of Shares and Liquidity
 
    Over 96% of outstanding equity has been dematerialised upto March 31, 2005.
 
M   Outstanding convertible instruments
 
    As of March 31, 2005, there are no outstanding convertible instruments

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N   Outstanding ADRs as of March 31, 2005
 
    Outstanding ADRs as of March 31, 2005 is : 10,288,425. Each ADR represents one underlying Equity Share.
 
O   Plant locations
 
a.   The addresses of the Company’s Software Development Facilities are located at :
                 
     
  Sl. No.     Address        
                 
 
1
    S B Towers, 88, M G Road     Bangalore 560 001  
                 
 
2
    Information Technology Park, Whitefield     Bangalore 560 066  
                 
 
3
    8, 7th Main Block, Koramangala     Bangalore 560 095  
                 
 
4
    K-312, Koramangala Industrial Layout
V Block, Koramangala
    Bangalore 560 095  
                 
 
5
    271-271A, Sri Ganesh Complex
Hosur Main Road, Madiwala I
    Bangalore 560 068  
                 
 
6
    26, Sri Chamundi Complex, Madiwala II, Bommanahalli, Hosur Main Road     Bangalore 560 068  
                 
 
7
    No.1, 2, 3, 4 and 54/1, Survey No. 201/C, Madiwala III     Bangalore 560 068  
                 
 
8
    No.1, 2, 3, 4 and 54/1, Survey No. 201/C, Madiwala III (Research & Development)     Bangalore 560 068  
                 
 
9
    No.1, 2, 3, 4 and 54/3, Survey No. 201/C, Madiwala IV,     Bangalore  
                 
 
10
    Sigma Infotech Park, Whitefield     Bangalore  
                 
 
11
    Electronics City 1 — No. 72, Keonics Electronic City, Hosur Road     Bangalore 561 229  
                 
 
12
    Electronics City – II, Tower IV, No. 72, Keonics Electronic City, Hosur Road     Bangalore 561 229  
                 
 
13
    No.92, 2nd Main Road, KEONICS Electronic City – SIRI     Bangalore 561 229  
                 
 
14
    S.No.70/1, 2, 3, 4 (P) & 84/1, 2, 3, 4 (P) Doddathogur Village, Begur Hobli, Bangalore     Bangalore 561 229  
                 
 
15
    3rd Floor, Ahmed Plaza, No. 38/1&2, Bertenna Agrahara, Hosur Main Road     Bangalore  
                 
 
16
    608-610, Carlton Towers, No. 1 Airport Road     Bangalore 560 001  
                 
 
17
    111, Mount Road, Guindy     Chennai 600 032  
                 
 
18
    475A, Shollinganallur, Old Mahabalipuram Road (CDC-III)     Chennai 600 019  
                 
 
19
    Infotech Park, SDF Building, 4th Floor, Kusumagiri, Kakkanad     Cochin  
                 
 
20
    1-8-448, Lakshmi Buildings, S.P. Road, Begumpet     Secunderabad 500 016  
                 
 
21
    Survey Nos. 64, Serilingampali Mandal, Madhapur     Hyderabad 500 033  
                 
 
22
    Queens Plaza, S.P. Road,     Hyderabad 500 033  
                 
 
23
    S.No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District     Hyderabad  
                 
 
24
    Plot No.2, MIDC, Infotech Park, Hingewadi     Pune 411 027  
                 
 
25
    Plot No.27/28, Phase IV, Udyog Vihar     Gurgaon 122 016  
                 
 
26
    146/147, Mettagalli Industrial Area, Mettagalli     Mysore  
                 
 
27
    Plot No 281,Phase II, Udyog Vihar, Gurgaon,     Haryana 122 106  
                 
 
28
    Top Floor, Kings Court, 185, Kings Road Reading RG 14 EX,     United Kingdom  
                 
 
29
    Chrysler Building, 6th Floor, 1 Riverside Drive West     Windsor ONN5A5K4, Canada  
                 
 
30
    Web Campus, Kaistrasse, 101 Kiel 24114     Germany  
                 
 
31
    Haninge Stockholm     Sweden  
                 
 
32
    Room No.1064, Hatapankatu 1 (Kulma-Sarvis) Tampere     Finland  
                 

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b.   The Company’s manufacturing facilities are located at:
                 
 
  Sl. No.     Address     City  
 
1
    P O Box No.12, Dist. Jalgaon     Amalner 425 401  
 
2
    L-8, MIDC, Waluj     Aurangabad 431 136  
 
3
    105, Hootagalli Industrial Area     Mysore 571 186  
 
4
    A-28, Thattanchavady Industrial Estate     Pondicherry 560 058  
 
5
    120/1, Vellancheri,     Guduvanchery 603 202  
 
6
    Plot No.4, Anthrasanahalli Industrial Area     Tumkur 572 106  
 
7
    Baddi Industrial Area, Baddi     Himachal Pradesh  
 

P   Address for correspondence
 
    The address for correspondence : Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore 560 035, Karnataka, India.
 
    Shareholders/ADR holders can contact the following officials for Company Secretarial matters relating to the Company.
                       
     
  Name     Telephone Number     Email id     Fax No.  
                       
 
V. Ramachandran
    91-080-28440011-Extn 6185              
 
 
    91-080-28440229 (Direct)     ramachandran.venkatesan@wipro.com     91-080-28440051  
                       
 
G. Kothandaraman
    91-080-28440011 Extn 6183              
 
 
    91-080-28440078 (Direct)     kothandaraman.gopal@wipro.com     91-080-28440051  
                       

As regards financial matters relating to the Company, investors/analysts can contact the following officials:

                       
     
  Name     Telephone Number     Email id     Fax No.  
                       
 
K.R. Lakshminarayana
    91-080-28440011-Extn 6186     lakshminarayana.lan@wipro.com     91-080-28440051  
 
 
    91-080-28440079 (Direct)              
                       
 
R. Sridhar
    001 408 242 6285     sridhar.ramasubbu@wipro.com     650 316 3467  
                       

Q   Awards and Rating
 
    During the year 2004-05, Company has been awarded the National Award for Excellence in Corporate Governance for the year 2004 by the Institute of the Company Secretaries of India, New Delhi.
 
    The Company has been assigned the highest rating of Shareholder Value Creation and Governance Rating 1 (called SVG 1), by ICRA Limited, a rating agency in India being an associate of Moody’s.

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IX   OTHER INFORMATION
 
A   Share capital history since 1946
 
    History of IPO/Private placement/Bonus issues/Stock split/Allotment of shares pursuant to exercise of stock options
                                                                   
 
  Type of     Year of     Ratio     Face Value     Shares Allotted     No. of       Total paid up  
  Issue     Issue           of Shares                         Shares       Capital  
                        (Rs.)                         Total       (Cumulative)  
                                                  (Cumulative)       (Rs.)  
                              No.       Nominal
Value
                       
  IPO       1946           100/-       17,000         1,700,000         17,000         1,700,000    
  Bonus issue       1971           100/-       5,667         566,700         22,667         2,266,700    
  Bonus issue       1980     1:1     100/-       22,667         2,266,700         45,334         4,533,400    
  Bonus issue       1985     1:1     100/-       45,334         4,533,400         90,668         9,066,800    
  Private Placement       1985           100/-       1,500         4,683,400         92,168         9,216,800    
  Bonus issue       1987     1:1     100/-       92,168         9,216,800         184,336         18,433,600    
  Stock split