EXHIBIT 19.1

WIPRO LIMITED

CONSOLIDATED BALANCE SHEET

						(Rs. In 000s)
						As of June 30,				As of March 31,
				Schedule		2003		2002		2003
SOURCES OF FUNDS
Shareholders’ funds
Share Capital					1		465,133		464,986		465,128
Share application money pending allotment (refer note 11)							—		283		1,222
Reserves and Surplus					2		36,320,382		27,725,834		34,307,985
							36,785,515		28,191,103		34,774,335
Loan Funds
Secured loans					3		150,705		431,506		525,562
Unsecured loans					4		81,958		61,214		65,449
Minority Interest							82,398		30,000		2,229
							315,061		522,720		593,240
			Total				37,100,576		28,713,823		35,367,575
APPLICATION OF FUNDS
Fixed Assets
Goodwill (refer note 1)							5,342,683		12,670		5,007,243
Gross block					5		12,816,358		10,021,674		12,853,110
Less : Depreciation							6,150,648		5,132,150		6,330,715
		Net Block					12,008,393		4,902,194		11,529,638
Capital work-in-progress and advances							1,256,614		1,319,296		1,011,471
							13,265,007		6,221,490		12,541,109
Investments					6		13,303,516		6,619,512		8,396,102
Deferred tax assets (refer note 7)							481,963		503,923		465,909
Current assets, loans and advances
Inventories					7		1,176,917		896,763		1,010,527
Sundry Debtors					8		8,509,954		6,495,885		8,602,642
Cash and Bank balances					9		2,360,616		5,406,484		4,210,079
Loans and advances					10		5,523,657		8,215,309		7,257,622
							17,571,144		21,014,441		21,080,870
Current liabilities and provisions
Liabilities					11		6,665,648		4,950,755		6,333,268
Provisions					12		856,383		695,547		784,124
							7,522,031		5,646,302		7,117,392
	Net Current Assets						10,049,113		15,368,139		13,963,478
	Miscellaneous expenditure (to the extent not written off or adjusted)						977		759		977
			Total				37,100,576		28,713,823		35,367,575
Significant accounting policies and notes to accounts					19

As per our report attached	For and on behalf of the Board of Directors
For N.M. Raiji & Co.,
Chartered Accountants
J.M Gandhi	Azim Hasham Premji	N Vaghul	Dr. Jagdish N Sheth
Partner	Chairman and Managing Director	Director	Director
	Suresh C. Senapaty	Satish Menon
	Corporate Executive Vice President — Finance	Corporate Vice President – Legal &
		Company Secretary
Mumbai, July 18, 2003		Bangalore, July 18, 2003

WIPRO LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

						(Rs. in 000s)
						Three months ended June 30,						Year ended March 31,
				Schedule		2003			2002			2003
	INCOME
	Gross Sales and Services						12,237,608			9,218,305			43,572,657
	Less: Excise Duty						371,087			170,608			707,169
	Net Sales and Services						11,866,521			9,047,697			42,865,488
	Other Income				13		274,111			404,577			1,181,962
							12,140,632			9,452,274			44,047,450
	EXPENDITURE
	Cost of goods sold				14		7,690,931			5,831,548			27,438,729
	Selling, general and administrative expenses				15		2,093,687			1,415,509			6,442,577
	Interest				16		5,776			8,378			30,245
							9,790,394			7,255,435			33,911,551
	PROFIT BEFORE TAXATION:
	Continuing Operations						2,350,238			2,329,408			10,317,484
	Discontinuing Operations						—			(132,569	)		(181,585	)
	Total						2,350,238			2,196,839			10,135,899
	PROVISION FOR TAXATION: (refer note 8)
	Continuing Operations						231,902			290,881			1,342,752
	Discontinuing Operations						—			(48,719	)		(66,733	)
	Total						231,902			242,162			1,276,019
	PROFIT FOR THE PERIOD BEFORE EXTRAORDINARY ITEMS:
	Continuing Operations						2,118,336			2,038,527			8,974,732
	Discontinuing Operations						—			(83,850	)		(114,852	)
	Total						2,118,336			1,954,677			8,859,880
	Loss on discontinuance of ISP business				18		—			(408,319	)		(352,195	)
	Tax benefit on above						—			103,500			89,503
	Net loss on discontinuance of ISP business						—			(304,819	)		(262,692	)
	PROFIT FOR THE PERIOD BEFORE MINORITY INTEREST / EQUITY IN EARNINGS OF AFFILIATES:						2,118,336			1,649,858			8,597,188
	Minority Interest						(3,652	)		(2,458	)		(36,908	)
	Equity in earnings / (losses) of affiliates						(53,941	)		(206,000	)		(355,260	)
	PROFIT FOR THE PERIOD						2,060,743			1,441,400			8,205,020
	Appropriations
	Proposed Dividend on equity shares						—			—			232,564
	Tax on distribution of Dividend						—			—			29,797
	Transfer to balance sheet						2,060,743			1,441,400			7,942,659
	Earnings per share (in Rs.)
		Basic
		On profit for the period from continuing operations					9.16			8.82			38.83
		On losses of discontinued ISP business					—			(0.36	)		(0.50	)
		On extraordinary items					—			(1.32	)		(1.14	)
		On equity in earnings of affiliates / minority interest					(0.25	)		(0.90	)		(1.70	)
		On profit for the period					8.91			6.24			35.49
		Diluted
		On profit for the period from continuing operations					9.16			8.80			38.75
		On losses of discontinued ISP business					—			(0.36	)		(0.50	)
		On extraordinary items					—			(1.32	)		(1.13	)
		On equity in earnings of affiliates / minority interest					(0.25	)		(0.90	)		(1.69	)
		On profit for the period					8.91			6.22			35.43
			Number of shares
			Basic				231,262,872			231,161,319			231,204,325
			Diluted				231,262,872			231,678,987			231,572,448
Significant accounting policies and notes to accounts					19

As per our report attached	For and on behalf of the Board of Directors
For N.M. Raiji & Co.,
Chartered Accountants
J.M Gandhi	Azim Hasham Premji	N Vaghul	Dr. Jagdish N Sheth
Partner	Chairman and Managing Director	Director	Director
	Suresh C. Senapaty	Satish Menon
	Corporate Executive Vice President — Finance	Corporate Vice President – Legal & Company Secretary
Mumbai, July 18, 2003		Bangalore, July 18, 2003

WIPRO LIMITED

	(Rs. In 000s, except share numbers)
	As of June 30,				As of March 31,
	2003		2002		2003
SCHEDULE 1 SHARE CAPITAL
Authorised
375,000,000 (2003: 375,000,000; 2002: 375,000,000) Equity shares of Rs 2 each		750,000		750,000		750,000
2,500,000 (2003: 2,500,000; 2002: 2,500,000) 10.25 % Redeemable Cumulative Preference Shares of Rs 100 each		250,000		250,000		250,000
		1,000,000		1,000,000		1,000,000
Issued, subscribed and paid-up
232,566,482 (2003: 232,563,992; 2002: 232,465,689) equity shares of Rs 2 each		465,133		464,986		465,128
		465,133		464,986		465,128

Notes:

1. Of the above equity shares:

i)	226,905,825 equity shares (2003: 226,905,825; 2002: 226,905,825), have been allotted as fully paid bonus shares by capitalization of Share Premium of Rs. 32,639 and General Reserves of Rs 421,173.
ii)	1,325,525 equity shares (2003: 1,325,525; 2002: 1,325,525) have been allotted as fully paid-up, pursuant to a scheme of amalgamation, without payment being received in cash.
iii)	3,162,500 shares representing 3,162,500 American Depository Receipts issued during 2000-2001 pursuant to American Depository offering by the Company.
iv)	247,632 (2003: 245,142; 2002: 174,093) equity share issued pursuant to Employee Stock Option Plan.

SCHEDULE 2 RESERVES AND SURPLUS

	As of			Additions			Deductions		As of
	April								June,
	1, 2003								30, 2003
Capital Reserves		9,500						—		9,500
		9,500			—			—		9,500
		9,500			—			—		9,500
Capital Redemption Reserve		250,038			—			—		250,038
		250,038								250,038
		250,038			—			—		250,038
Share Premium		6,492,847			2,699	(a)		—		6,495,546
		6,386,235			29,553					6,415,788
		6,386,235			106,612			—		6,492,847
Translation Reserve		(568	)		(46,644	)(b)		—		(47,212	)
		—			—			—		—
		—			(568	)		—		(568	)
Deferred Stock Compensation		4,401			—			4,401		—
		—			—			—		—
		—			4,401			—		4,401
Profit & Loss account					2,060,743					2,060,743
					1,441,400					1,441,400
General Reserve		27,551,767			—			—		27,551,767
		18,814,390			794,718					19,609,108
		18,814,390			8,737,377	(c)		—		27,551,767
		34,307,985			2,016,798			4,401		36,320,382
		25,460,163			2,265,671			—		27,725,834
		25,460,163			8,847,822			—		34,307,985

Corresponding figures for 2003 and 2002 are given below current year’s figures

a)	Rs. 2,699 (2003: 106,612; 2002: 29,553) pursuant to issue of shares under Employee Stock Option Plan.
b)	Translation reserves arising on account of translation of foreign subsidiaries with non-integral operation.
c)	Additions to General Reserves includes:

	June 30, 2003		June 30, 2002		March 31, 2003
Transfer from profit and loss account		—		—		7,942,659
Equity in earnings of affiliates as of March 31, 2002:
Wipro GE medicals systems Ltd.		—		771,849		771,849
WeP Peripherals Ltd.		—		22,869		22,869
Total		—		794,718		8,737,377

WIPRO LIMITED

			(Rs. In 000s)
			As of June 30,				As of March 31,
	Note
SCHEDULE 3 SECURED LOANS	Reference		2003		2002			2003
From Banks
Cash credit facility		a		120,830		381,631			495,687
From Financial Institutions
Asset Credit Scheme		b		28,200		48,200			28,200
Development loan from Government of Karnataka		c		1,675		1,675			1,675
				150,705		431,506			525,562

Notes:

a.	Secured by hypothecation of stock-in trade, book debts, stores and spares and secured/to be secured by a second mortgage over certain immovable properties.
b.	Secured by hypothecation of specific machinery / assets.
c.	Secured by a pari-passu second mortgage over immovable properties at Mysore and hypothecation of movable properties other than inventories, book debts and specific equipments referred to in Note a above.

	As of June 30,				As of March 31,
SCHEDULE 4 UNSECURED LOANS	2003		2002			2003
Interest free loan from Government		80,708		59,964			64,199
Loans from state financial institutions		1,250		1,250			1,250
		81,958		61,214			65,449

WIPRO LIMITED

(Rs. In 000s)

SCHEDULE 5 FIXED ASSETS

Particulars	GROSS BLOCK								PROVISION FOR DEPRECIATION
	As of		Additions		Deductions /		As of		As of		Depreciation for		Deductions /			As of
	April 1, 2003				adjustments		June 30, 2003		April 1, 2003		the period		adjustments			June 30, 2003
Land		744,874		—		—		744,874		9,047		884		—			9,931
Buildings		2,123,840		17,995		—		2,141,835		173,707		19,125		—			192,832
Railway siding		12		—		—		12		12		—		—			12
Plant and Machinery		7,834,170		420,767		606,969		7,647,968		5,055,817		291,851		554,422			4,793,246
Furniture fixture and equipment		1,571,088		42,937		34,550		1,579,475		820,979		60,687		30,282			851,384
Vehicles		566,714		48,595		11,161		604,148		259,616		29,615		5,332			283,899
Technical Know-how		10,378		33,943		—		44,321		10,378		1,697		(4,520	)		16,595
Patents and trademark		2,034		51,691		—		53,725		1,159		1,590		—			2,749
Total		12,853,110		615,928		652,680		12,816,358		6,330,715		405,449		585,516			6,150,648

[Additional columns below]

[Continued from above table, first column(s) repeated]

Particulars	NET BLOCK
	As of		As of
	June 30, 2003		March 31, 2003
Land		734,943		735,827
Buildings		1,949,003		1,950,133
Railway siding		—		-
Plant and Machinery		2,854,722		2,778,353
Furniture fixture and equipment		728,091		750,190
Vehicles		320,249		307,098
Technical Know-how		27,726		-
Patents and trademark		50,976		875
Total		6,665,710		6,522,395

a.	Land includes leasehold land Rs 9,978 (2003: 9,978; 2002: 9,978)
b.	Buildings:

i)	Includes shares worth Rs 2 (2003:2; 2002: Rs.2)
ii)	Includes leasehold land / property Rs 4,241 (2003: 4,241; 2002: Rs. 4,241)
iii)	Is net of depreciation during construction period.

WIPRO LIMITED

SCHEDULE 6 INVESTMENTS

( Rs. In 000s except share numbers and face value)							As of June 30,				As of March 31,
All shares are fully paid up unless otherwise stated			Number		Face value		2003		2002		2003
Investments — Long Term (at cost)
Investment in Affiliates
Wipro GE Medical Systems Ltd #								346,267		568,159		400,599
WeP Peripherals Ltd								133,850		115,160		133,460
								480,117		683,319		534,059
Investments in equity shares of other companies
Quoted
Trade Investments
	Dynamatic Technologies Ltd			3732	Rs 10			66		66		66
	Rasoi Ltd			112	Rs 10			2		2		2
	Mannesmann Rexorth (India) Ltd			50	Rs 10			1		1		1
	Oswal Agro Mills Ltd			80	Rs 10			3		3		3
	DCM Ltd (sold during the year)			31	Rs 10			—		1		—
	DCM Shriram Industries Ltd			55	Rs 10			2		2		2
	DCM Shriram Consolidated Ltd (sold during the year)			41	Rs 10			—		2		2
	Shriram Industrial Enterprises Ltd			74	Rs 10			1		1		1
	Zensar Technologies Ltd.			75	Rs 10			—		2		—
	The National Radio and Electronics Co. Ltd.			100	Rs 10			—		2		—
	Hindustan Lever Ltd. (sold during the year)			6,240	Rs 10			—		17		17
	Hindustan Motors Ltd. (sold during the year)			200	Rs 10			—		4		4
	Tata Engineering and Locomotive Co. Ltd.			80	Rs 10			2		2		2
	Ashok Leyland Ltd.			50	Rs 10			—		1		—
	Ambalal Sarabhai Enterprises Ltd.			42	Rs 10			1		1		1
	Nestle India Ltd.			300	Rs 10			—		4		—
	Surya Roshni Ltd.			87	Rs 10			—		4		—
	Cadbury India Ltd.			80	Rs 10			—		10		—
	Hindustan Dor Oliver Ltd.			50	Rs 10			—		5		—
	KSB Pumps Ltd. (Sold during the year)			50	Rs 10			—		11		11
	Britannia Industries Ltd. (sold during the year)			150	Rs 10			—		24		24
	Exide Industries Ltd. (sold during the year)			200	Rs 10			—		15		15
	Amrit Banaspati Co. Ltd.			100	Rs 10			8		8		8
	Procter & Gamble India Ltd. (sold during the year)			50	Rs 10			—		13		13
	Crompton Greaves Ltd.			50	Rs 10			7		7		7
	Phillips (India) Ltd.			100	Rs 10			13		13		13
	Velvette International Pharma Products Ltd.			100	Rs 10			2		2		2
	International Best Foods Ltd.			240	Rs 10			12		12		12
	Dynamatic Technologies Ltd			100	Rs 10			1		1		1
	HDFC Bank Ltd			100	Rs 10			1		1		1
								121		237		208
- Unquoted
Wipro GE Medical Systems Ltd. #				4,900,000	Rs 10			—		—		—
Wipro Fluid Power Ltd				1,863,520	Rs.	10		—		—		—
Spectramind eServices Pvt. Ltd.				6,221,741	Rs 10			—		192,399		—
WeP Peripherals Limited				5,460,000	Rs 10			—		—		—
All Seasons Foods Ltd.				100	Rs.	10		2		2		2
Sylantro				1,00,000	US$0.1			465		489		475
								467		192,890		477
Investments in preference shares / debentures of other Companies
Unquoted
Convertible preference shares in Wipro Fluid Power Ltd.				543,300	Rs.	100		—		—		—
12.5% unsecured convertible debentures of WeP Peripherals Ltd.				4,00,000	Rs.	100		—		—		—
Convertible preference shares in Spectramind eServices pvt. Ltd.				28,760,140	Rs.	10		—		287,601		—
								—		287,601		—
Other Investments (unquoted)
Redeemable floating rate bonds of State Bank of India				2,500	Rs 1,000			—		2,500		—
Indira Vikas Patra								47,952		47,952		47,952
National Saving Certificates (held in custody by Andhra Pradesh Govt.)								6		—		6
Bonds of GE Capital Services India								—		—		—
								47,958		50,452		47,958
Investments – short term:
in money market mutual funds
Alliance Capital Mutual Fund								—		367,392		—
Pioneer ITI Mutual Fund								—		495,537		741,000
Prudential ICICI Mutual Fund (39,604,622 units redeemed during the year)				198,667,281				2,223,455		1,086,532		1,458,900
HDFC Mutual Fund (3,957,972 units redeemed during the year)				185,601,076				2,079,990		759,270		1,424,000
Standard Chartered Mutual Fund (48,824,167 units redeemed during the year)				140,955,699				1,461,761		345,522		1,007,400
Reliance Mutual Fund				96,372,725				1,008,708		550,160		626,100
Zurich India Mutual Fund				64,440,499				677,970		1,018,532		515,900
Franklin Templeton India Mutual Fund (24,993,002 units redeemed during the year)				12,464,924				1,249,615		—		252,800
Cholamandalam Mutual Fund				—				—		88,660		—
Kotak Mutual Fund				94,680,425				951,848		333,169		541,500
J M Mutual Fund				57,093,395				571,501		—		361,300
DSP Merrill Lynch Mutual Fund				25,685,489				257,207		—		182,500
SBI Insta Cash				19,416,429				204,198				63,000
Birla Mutual Fund				104,733,081				1,110,395		360,239		639,000
IL & FS Mutual Fund				24,509,201				245,092
H S B C Mutual Fund				46,520,862				473,892
Deutsche Mutual Fund				14,455,960				146,449
ING Mutual Fund				10,480,610				112,772
								12,774,853		5,405,013		7,813,400
		Total						13,303,516		6,619,512		8,396,102

Notes :

# Equity investments in this company carry certain restrictions on transfer of shares that are normally provided for in joint venture / venture funding Agreement.

WIPRO LIMITED

	(Rs. In 000s)
	As of June 30,				As of March 31,
	2003		2002		2003
SCHEDULE 7 INVENTORIES
Stores and Spares		32,618		37,197		25,952
Raw Materials		420,739		366,784		398,216
Stock-in-process		137,412		112,745		119,028
Finished goods		586,148		380,037		467,331
		1,176,917		896,763		1,010,527
Basis of stock valuation:
Raw materials, stock-in-process and stores and spares at or below cost.
Finished products at cost or net realisable value, whichever is lower.
SCHEDULE 8 SUNDRY DEBTORS
(Unsecured)
Over Six Months
Considered good		737,857		491,235		694,372
Considered doubtful		766,163		546,938		643,921
		1,504,020		1,038,173		1,338,293
Others
Considered good		7,772,097		6,004,650		7,908,270
Considered doubtful		—		—		17,648
		7,772,097		6,004,650		7,925,918
Less: Provision for doubtful debts		766,163		546,938		661,569
		8,509,954		6,495,885		8,602,642
SCHEDULE 9 CASH AND BANK BALANCES
Cash and cheques on hand		178,321		152,897		498,387
Balances with scheduled banks
On Current account		588,398		493,226		169,506
In Deposit account		110,270		2,145,695		1,468,034
Balances with other banks in current account
Midland Bank, U K		170,976		12,809		428,915
Wells Fargo, U S A		1,198,975		188,069		1,575,159
Nations Bank		—		—		—
Deutsche Bank		—		244,356		—
Societe General		—		244,350		—
Bank of America		86,600		47,626		44,068
Standard Chartered Bank		925		4,553		312
Shanghai C&S Bank		—		1,952		1,181
Danske Bank				488,700
National City Bank				451,950
Barclays Bank				390,967
Canadian Imperial				244,362
Dresdner Bank				244,356
Bank of Tokyo				50,593
South trust Bank						2,800
Hongkong & Shanghai Bank		8,892				13,462
Bank of Tokyo		17,236				8,230
Great Western Bank		23		23		25
		2,360,616		5,406,484		4,210,079
Maximum balances during the year
Midland Bank, U K						780,682
Wells Fargo, U S A						2,396,512
Nations Bank						97,627
Deutsche Bank						487,942
Societe General						460,378
Bank of America						97,397
Standard Chartered Bank						5,276
Shanghai C&S Bank						3,655
South trust Bank						2,800
Hongkong & Shanghai Bank						13,462
Bank of Tokyo						8,230
First Chicago						979
Citibank						1,949
FCC National Bank						976
Chase Manhattan						1,025
Great Western Bank						25

WIPRO LIMITED

		(Rs. In 000s)
		As of June 30,				As of March 31,
		2003		2002		2003
SCHEDULE 10 LOANS AND ADVANCES
(Unsecured, considered good unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received
Considered good			2,014,506		1,070,142		1,726,893
Considered doubtful			74,918		73,295		72,694
			2,089,424		1,143,437		1,799,587
Less: Provision for doubtful advances			74,918		73,295		72,694
			2,014,506		1,070,142		1,726,893
Certificate of deposits with foreign banks			—		4,195,295		2,463,056
Inter Corporate Deposits:
	GE Capital Services India		45,476		884,841		258,803
	Citicorp Financial services Limited		30,500		—		27,000
			75,976		884,841		285,803
Other Deposits (refer note a)			658,593		562,095		637,206
Advance income-tax (net of provision)			689,919		183,567		747,021
Balances with excise and customs			20,726		24,745		16,699
Unbilled Services			2,063,937		1,294,624		1,380,944
			5,523,657		8,215,309		7,257,622

Note:

a) Other Deposits include Rs 25,000 (2002: Rs. 25,000) security deposits for premises with a firm in which a director is Interested

SCHEDULE 11 LIABILITIES
Sundry Creditors	1,802,351	1,707,736	2,295,755
Unclaimed dividends	1,588	1,588	1,588
Advances from customers	821,254	808,641	755,942
Other liabilities	3,772,639	2,432,508	2,919,905
Unbilled Services	267,663	—	359,902
Interest accrued but not due on loans	153	282	176
	6,665,648	4,950,755	6,333,268
SCHEDULE 12 PROVISIONS
Employee retirement benefits	594,022	453,281	521,763
Proposed dividend	232,564	232,466	232,564
Tax on proposed dividend	29,797	—	29,797
Other Provision	—	9,800	—
	856,383	695,547	784,124

	Three months ended June 30,					Year ended March 31,
SCHEDULE 13 OTHER INCOME	2003			2002		2003
Dividend from mutual funds		174,548			20,545		26,560
Interest on debt instruments		9,221			114,429		172,603
Interest on Income tax refund		—			—		54,120
Rental Income		9,550			4,452		25,266
Profit on Sale of Investments		(31,532	)		15,507		410,360
Profit on disposal of fixed assets		904			1,118		7,243
Difference in exchange		78,840			194,137		297,085
Brand fees		13,254			13,254		53,016
Royalty		—			5,000		19,000
Provision no longer required written back		55			14,180		69,687
Miscellaneous Income		19,271			21,955		47,022
		274,111			404,577		1,181,962

Notes: Tax deducted at source Rs.7, 364 (2003: 119,430; 2002: Rs. 25,659)

WIPRO LIMITED

			(Rs. In 000s)
			Three months ended June 30,						Year ended March 31,
			2003			2002			2003
SCHEDULE 14 COST OF GOODS SOLD
Raw materials, Finished and Process Stocks (refer — schedule 17)				1,482,971			1,850,120			7,767,033
Stores & Spares				46,059			43,739			172,383
Power and Fuel				111,106			83,583			336,840
Salaries, wages and bonus				1,688,323			981,791			5,288,348
Contribution to provident and other funds				62,247			37,986			191,756
Gratuity and pension				61,540			39,131			173,594
Workmen and Staff welfare				60,998			30,790			148,538
Insurance				7,600			5,173			25,423
Repairs to factory buildings				1,766			1,309			11,986
Repairs to Plant & Machinery				75,138			80,899			421,170
Rent				69,002			42,676			217,650
Rates & Taxes				2,306			11,491			30,746
Packing				14,698			15,660			82,661
Travelling and allowances				2,701,557			1,865,840			8,472,040
Depreciation				322,570			222,180			1,180,833
Technical fees				44,002			106,094			207,290
Miscellaneous				986,164			442,326			2,866,433
Less: Capitalized				(47,116	)		(29,240	)		(155,995	)
				7,690,931			5,831,548			27,438,729
SCHEDULE 15 SELLING GENERAL AND ADMINISTRATIVE EXPENSES
Salaries, wages and bonus				370,195			228,649			1,294,086
Contribution to provident and other funds				13,914			8,233			38,629
Gratuity and pension				13,046			12,512			38,876
Workmen and Staff welfare				32,693			25,386			146,407
Insurance				1,331			1,832			10,385
Repairs to buildings				2,697			2,567			3,943
Rent				24,674			31,984			128,248
Rates and taxes				8,778			18,016			66,624
Carriage and freight				30,678			31,022			116,466
Commission on sales				16,731			14,678			67,756
Auditors’ remuneration and expenses
		Audit fees		1,625			923			6,567
		For certification including tax audit		7			—			1,410
	Reimbursement of expenses			142			59			505
Advertisement and sales promotion				164,181			97,005			405,804
Loss on sale of fixed assets				5,791			1,264			6,470
Directors’ fees				42			18			128
Depreciation				82,880			107,414			391,417
Travelling and allowances				822,828			514,659			2,554,828
Communication				29,885			79,679			221,399
Provision/write off of bad debts				106,047			82,357			180,046
Miscellaneous				365,522			157,252			762,583
				2,093,687			1,415,509			6,442,577

WIPRO LIMITED

		(Rs. In 000s)
		Three months ended June 30,						Year ended March 31,
		2003			2002			2003
SCHEDULE 16 INTEREST
On fixed loans			921			1,712			6,022
Other			4,855			6,666			24,223
			5,776			8,378			30,245
SCHEDULE 17 RAW MATERIALS, FINISHED AND PROCESS STOCKS
Consumption of raw materials and bought out components
Opening stocks			398,216			439,930			439,930
Add: Purchases			962,804			953,577			4,688,657
Less: Transfer on sale of undertaking			—			—			—
Less: Closing stocks			420,739			366,784			398,216
			940,281			1,026,723			4,730,371
Purchase of finished products for sale			679,891			866,022			3,172,864
(Increase)/decrease in finished and process stocks
Opening stock                                   : In process			119,028			84,722			84,722
	: Finished products		467,331			365,435			365,435
Less: Closing stocks                        : In process			137,412			112,745			119,028
	: Finished products		586,148			380,037			467,331
			(137,201	)		(42,625	)		(136,202	)
			1,482,971			1,850,120			7,767,033
SCHEDULE 18 NON — RECURRING / EXTRAORDINARY ITEMS
Loss of discontinued ISP business			—			408,319			352,195
			—			408,319			352,195

WIPRO LIMITED

SCHEDULE –19 SIGNIFICANT ACCOUNTING POLICIES

Accounting convention
The preparation of consolidated financial statements in conformity with Indian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Basis of preparation of financial statements -

The accompanying consolidated financial statements have been prepared in accordance with Accounting Standard 21 – Consolidated Financial Statements.

Principles of consolidation -

The consolidated financial statements include the financial statements of Wipro and all of its subsidiaries, which are more than 50% owned and controlled and its affiliates where the Company holds more than 20% control. All material inter-company accounts and transactions are eliminated on consolidation. The company accounts for investments by the equity method where its investment in the voting stock gives it the ability to exercise significant influence over the investee.

Revenue recognition

• Sales include applicable sales tax unless separately charged, export incentives, and are net of discounts.

• Sales are recognized on despatch, except in the following cases:

• Consignment sales are recognized on receipt of statement of account from the agent

• Sales, which are subject to detailed acceptance tests, revenue is reckoned based on milestones for billing, as provided in the contracts

• Revenue from software development services includes revenue from time and material and fixed price contracts. Revenue from time and material contracts are recognized as related services are performed. With reference to fixed price contracts revenue is recognized in accordance with percentage of completion method of accounting

• Export incentives are accounted on accrual basis and include estimated realizable values/benefits from special import licenses and Advance licenses.

• Agency commission is accrued on shipment of consignment by principal.

• Maintenance revenue is considered on acceptance of the contract and is accrued over the period of the contract.

• Other income is recognized on accrual basis.

Fixed Assets and Depreciation
Fixed assets are stated at historical cost less depreciation.

Interest on borrowed money allocated to and utilized for fixed assets, pertaining to the period up to the date of capitalization is capitalized. Assets acquired on hire purchase are capitalized at the gross value and interest thereon is charged to Profit and Loss account. Renewals and replacement are either capitalized or charged to revenue as appropriate, depending upon their nature and long-term utility.

In respect of leased assets, lease rentals payable during the year is charged to Profit and Loss account.

Depreciation is provided on straight line method at rates specified in Schedule XIV to the Companies Act, 1956, except on computers, furniture and fixture, office equipment, electrical installations (other than those at factories) and vehicles for which commercial rates are applied. In Wipro Inc, Enthink Inc and Wipro Japan KK depreciation is provided on Written Down Value method.

Intangible Assets
Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized over their estimated useful life ranging between 5 years to 20 years.

Investments
Long term Investments are stated at cost and short term investments are valued at lower of cost and net realizable value. Diminution in value is provided for where the management is of the opinion that the diminution is of permanent nature.

Inventories
Finished goods are valued at cost or net realizable value, whichever is lower. Other inventories are valued at cost less provision for obsolescence. Indigenously developed software products are valued at cost, which reflects their remaining economic life. Small value tools and consumables are charged to consumption on purchase. Cost is computed on weighted average basis.

Provision for retirement benefits
For employees covered under group gratuity scheme of LIC, gratuity charged to Profit and Loss account is on the basis of premium demanded by LIC. Provision for gratuity (for certain category of employees) and leave benefit for employees is determined as per actuarial valuation at the year end. Defined contributions for provident fund and pension are charged to the Profit and Loss account based on contributions made in terms of applicable schemes, after netting off the amounts rendered surplus on account of employees separated from the Company.

WIPRO LIMITED

Deferred Tax
Tax expenses charged to Profit and Loss account is after considering deferred tax impact for the timing difference between accounting income and tax income. Deferred tax assets are recognized when there is a reasonable certainty that they will be realized. Deferred tax asset relating to unabsorbed business losses are recognized when there is a virtual certainty that there will be sufficient taxable profits to utilize them.

Foreign currency transactions
Foreign currency transactions are recorded at the spot rate at the beginning of the concerned month. Year end balances of foreign currency assets and liabilities are restated at the closing rate/forward contract rate, as applicable. Resultant differences in respect of liabilities relating to acquisition of fixed assets are capitalized. Other differences on restatement or payment are adjusted to revenue account.

Forward premium in respect of forward exchange contracts are recognized over the life of the contract, except that premium relating to foreign currency loans for the acquisition of fixed assets are capitalized

In respect of non-integral operations assets and liabilities are translated at the exchange rate prevailing at the date of the balance sheet. The items in the profit & loss account are translated at the average exchange rate during the period. The differences arising out of the translation are included in translation reserve.

Research and Development
Revenue expenditure on research and development is charged to Profit and Loss account and capital expenditure is shown as addition to fixed assets.

NOTES TO ACCOUNTS

1. Goodwill arising on consolidation of subsidiaries and affiliates is not being amortized. Goodwill in the balance sheet represents goodwill arising on consolidation of the following:

	(Rs. In 000s)
Wipro Fluid Power Limited		18,271
Spectramind e Services Private Limited		3,748,350
Wipro Healthcare IT Limited		175,012
Global energy practice of AMS Inc.		1,008,362
Nervewire		392,688
		5,342,683

2.	In May 2003, the company acquired Nervewire Inc. a Massachusetts based business and IT consulting company serving customers in the financial services sector, for a consideration of Rs. 791,038. In addition to that, at the time of acquisition the Company has decided to restructure certain lease agreement entered into by Nervewire and in the process has made a provision for the estimated liability of Rs. 86,953. The amount of this liability is also considered in cost of acquisition.
3.	In April 2003, the company acquired Glucovita brand from Hindustan Lever Limited at a cost of Rs. 26,690, and also paid further Rs. 25,000 for non-compete agreement. Based on the performance of various other established brands in the market of similar products, the company estimates that the useful life of the brand is 20 years and the cost of the brand is accordingly amortized over 20 years. Payment for non-compete agreement is amortized over the period of agreement.
4.	Company has a 49% equity interest in Wipro GE Medical Systems Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The rights conferred to Wipro are primarily protective in nature, and not participatory rights. Considering this aspect, the operation of Wipro GE has not been considered as a joint venture and the equity investment of the company in Wipro GE is accounted for by the equity method as per the requirement of AS 23 “ Accounting for investment in associates in consolidated financial statements “.
	Investments in WeP Peripherals limited have been accounted for by equity method.
5.	In June 2003, Wipro Spectramind e Services Limited allotted 3,325,490 shares to its employees on the exercise of their right under employee stock options. On account of this, the ownership of Wipro Spectramind by the company stand reduced to 94.5% from earlier 100%. As the exercise price paid was higher than their proportionate share in the net assets of Wipro Spectramind, the excess of Rs. 27,343 has been adjusted from the Goodwill on consolidation.
6.	The company has re-estimated the economic life of moulds and dies to a lesser period and consequent to that with effect from 1st April 2003 moulds and dies are being depreciated at 25% instead of 11.31% followed hitherto. On account of the change in depreciation rate profit for the quarter is lower by Rs. 1,600.
7.	Deferred tax expense for the current year is Rs. 3,899(2003: 28,597). The breakup of net deferred tax asset is given below:

		(Rs. In 000s)
		June 30, 2003		June 30, 2002		March 31, 2003
Deferred tax assets:
	Allowance for doubtful debts		95,835		81,037		87,070
	Property plant and equipment		88,429		89,362		74,272
	Employee stock incentive plan		38,902		61,695		38,902
	Accrued expenses		87,415		43,877		103,133
	Business losses carried forward		171,382		174,521		162,532
	Diminution in investments		—		53,431		—
			481,963		503,923		465,909

WIPRO LIMITED

8. Provision for taxation comprises of following:

(i) Rs. 114,014 (2003: 556,117; 2002: Rs. 110,234) in respect of foreign taxes, net of deferred tax benefit of Rs. 23,947 (2003: 29,050; 2002: Rs. Nil) and write back of provision of Rs. Nil (2003: 27,643; 2002: Nil) in respect of earlier year

(ii) Rs. 117,888 (2003: 627,899; 2002: 27,678) in respect of Indian Income Tax, net of tax benefit from discontinued business of Rs. Nil(2003:156,236; 2002: 152,219) and write back of earlier years tax of Rs. 19,295 (2003: 200,850; 2002: Rs. Nil). It includes current years deferred tax expenses of Rs. 11,700 (2003: 101,443; 2002: Rs. 82,120) and earlier years deferred tax expenses of Rs. 16,145 (2003: Rs.Nil; 2002: Rs. Nil).

(iii) Rs.Nil (2003: 2,500; 2002: Rs. 750) in respect of Wealth Tax.

9. The details of subsidiaries and affiliates are as follows -

a)	Name of the subsidiary	Country of Incorporation	% Holding
	Wipro Fluid Power Limited	India		98	%
	Wipro Inc	USA		100	%
	Enthink Inc	USA		—*
	Wipro Japan KK	Japan		100	%
	Wipro Prosper Limited	India		100	%
	Wipro Trademarks holding Limited	India		100	%
	Wipro Travel services Limited	India		100	%
	Wipro Healthcare IT Limited	India		100	%
	Wipro Spectramind eServices Limited	India		95	%
	Wipro Technology Inc.	USA		—*
	Wipro Holdings Mauritius Limited	Mauritius		100	%
	Wipro Holdings UK Limited	UK		—#
	Wipro Technology UK Limited	UK		—@
	Wipro Nervewire Inc	USA		100	%
b)	Wipro Equity Reward Trust	India		Fully controlled trust
c)	Name of the affiliate
	Wipro GE Medical Systems Limited	India		49	%
	WeP Peripherals Limited	India		38.15	%

	* Fully owned by Wipro Inc. # Fully owned by Wipro Holdings Mauritius Limited @Fully owned by Wipro Holdings UK Limited
10.	Diluted EPS is calculated based on treasury stock method for ESOP outstanding.
11.	Amount received from employees on exercise of stock option, pending allotment of shares is shown as share application money pending allotment.
12.	In the earnings release made by the Company on July 19, 2002 announcing the results of operations for the three months ended June 30, 2002, the Company had recorded its share in the losses of Wipro GE based on information provided by Wipro GE. Subsequently, the Company received revised information from Wipro GE where the losses were higher than the results previously reported by Rs. 379,592. The Company recorded it’s share of losses of Rs. 186,000 and made a public announcement of the revised results. The figures for the three months ended June 30, 2002 is after considering the revised results of Wipro GE.
13.	Corresponding figures for previous periods presented have been regrouped, where necessary, to confirm to this period classification. Current period figures are not comparable with the previous period figures on account of acquisition of various business / subsidiaries in last one year i.e., Wipro Spectramind services Limited (BPO business) with effect from July 2002; AMS Global energy business with effect from November 2002 and Nerve wire (IT consulting business) with effect from May 2003.

WIPRO LIMITED

CASH FLOW STATEMENT

				(Rs. In 000s)
				Three months ended June 30,						Year ended March 31,
				2003			2002				2003
Cash flows from operating activities:
	Profit before tax from continuing operations				2,350,238			2,329,408				10,317,484
	Adjustments to reconcile Net profit before tax and non recurring items to net cash provided by operating activities:
		Depreciation and amortization			405,450			282,035				1,568,487
		Foreign currency translation gains			(78,840	)		(194,137	)			(297,085	)
		Retirement benefits provision			72,259			32,590				112,773
		Others						71,768
		Interest on borrowings			5,776			8,378				30,245
		Dividend / interest			(152,237	)		(150,481	)			(633,398	)
		Loss / (Gain) on sale of property, plant and equipment			4,887			(1,118	)			6,470
Operating cash flow before changes in working capital					2,607,533			2,378,443				11,104,976
			Trade and other receivable		(373,356	)		(230,917	)			(1,919,285	)
			Loans and advances		(206,188	)		(117,686	)			(729,342	)
			Inventories (other than stock-in-trade land)		(166,390	)		37,836				(75,927	)
			Trade and other payables		103,561			(377,547	)			803,940
Net cash provided by operations					1,965,160			1,690,129				9,184,362
Direct taxes paid					(170,902	)		(212,145	)			(1,848,699	)
Net cash provided by continuing operations					1,794,258			1,477,984				7,335,663
Net cash provided by discontinuing operations					—			25,431				27,284
Net cash provided by operations					1,794,258			1,503,415				7,362,947
Cash flows from investing activities:
Expenditure on property, plant and equipment (including advances)					(834,255	)		(395,325	)			(2,523,048	)
Proceeds from sale of property, plant and equipment					62,367			46,399				103,530
Purchase of investments					(8,102,521	)		(5,962,629	)			(41,182,961	)
Inter Corporate deposits placed / matured					209,827			1,180,250				1,779,288
Certificate of Deposits with foreign banks					2,463,056			1,091,924				2,824,163
Sale / maturities on Investments					3,141,068			4,683,659				37,904,824
Payment for acquisition, net of cash acquired					(465,267	)		(120,000	)			(5,484,793	)
Divided received					143,016			20,545				75,560
Interest received (net)					3,445			129,936				169,918
Net cash used in investing activities					(3,379,264	)		674,759				(6,333,519	)
Cash flows from financing activities:
Proceeds from exercise of Stock Option Plan grants					1,482			29,607				106,809
Share application money pending allotment					—			(2,116	)			(1,177	)
Proceeds from issuance of common stock by subsidiary
Dividends paid					99,304			—				(232,466	)
Proceeds from issuance / (repayment) of borrowings					(358,348	)		168,910				275,576
Net cash provided by/(used in) financing activities					(257,562	)		196,401				148,742
Net increase/ (decrease) in cash and cash equivalents during the year					(1,842,568	)		2,374,575				1,178,170
Cash and cash equivalents at the beginning of the period					4,210,079			3,031,909				3,031,909
Effect of translation on cash balance					(6,895	)
Cash and cash equivalents at the end of the period					2,360,616			5,406,484				4,210,079

Notes:

Figures for previous periods presented, have been regrouped wherever necessary, to confirm to this period classification.

For and on behalf of the Board of Directors
Azim Hasham Premji	N Vaghul	Dr. Jagdish N Sheth
Chairman and Managing Director	Director	Director
Suresh C. Senapaty	Satish Menon
Corporate Executive	Corporate Vice
Vice President — Finance	President – Legal & Company Secretary
	Bangalore, July 18, 2003

WIPRO LIMITED

AUDITOR’S CERTIFICATE

We have examined the above cash flow statement of Wipro Limited – consolidated for the period ended June 30, 2003. This statement is based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company for the period ended June 30, 2003, covered by our report of even dated.

For N M Raiji & Co.,
Chartered Accountants

J M Gandhi
Partner

Mumbai, July 18, 2003.