20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨ Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934

OR

x Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2015

OR

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

OR

¨ Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report             

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

+91-80-4672-6603

(Address of principal executive offices)

Jatin Pravinchandra Dalal, Chief Financial Officer

Phone: +91-80-4672-6603; Fax: +91-80-2844-0051

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
American Depositary Shares, each represented by one Equity Share, par value Rs. 2 per share.	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,469,043,038 Equity Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, 1934.    Yes  ¨    No  x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  x                Accelerated Filer  ¨                Non-Accelerated Filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨                     Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, references to “U.S.” or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “U.K.” are to the United Kingdom. Reference to “US$” or “dollars” or “U.S. dollars” are to the legal currency of the United States, references to “£” or “Pound Sterling” or “GBP” are to the legal currency of United Kingdom and references to “Rs.” or “rupees” or “Indian rupees” are to the legal currency of India. All amounts are in Indian rupees or in U.S. dollars unless stated otherwise. Our financial statements are presented in Indian rupees and translated into U.S. dollars solely for the convenience of the readers and are prepared in accordance with the International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standard Board (“IASB”). References to “Indian GAAP” are to Indian Generally Accepted Accounting Principles. References to a particular “fiscal” year are to our fiscal year ended March 31 of such year.

All references to “we,” “us,” “our,” “Wipro” or the “Company” shall mean Wipro Limited and, unless specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries. “Wipro” is our registered trademark in the United States and India. All other trademarks or trade names used in this Annual Report on Form 20-F are the property of their respective owners.

Except as otherwise stated in this Annual Report, all convenience translations from Indian rupees to U.S. dollars are based on the certified foreign exchange rates published by Federal Reserve Board of Governors on March 31, 2015, which was Rs. 62.31 per US$ 1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Information contained in our website, www.wipro.com, is not part of this Annual Report.

Forward-Looking Statements May Prove Inaccurate

In addition to historical information, this Annual Report on Form 20-F contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts but instead represent our beliefs regarding future events, many of which are, by their nature, inherently uncertain and outside our control. As a result, the forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, and reported results should not be viewed as an indication of future performance. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, please see the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosure About Market Risk.”

The forward-looking statements contained herein are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target” and similar terms and phrases. Such forward-looking statements include, but are not limited to, statements concerning:

• our strategy to finance our operations, including our planned construction and expansion;

• future marketing efforts, advertising campaigns, and promotional efforts;

• future growth and market share projections, including projections regarding developments in technology and the effect of growth on our management and other resources;

• the effect of facility expansion on our fixed costs;

• our future expansion plans;

• our future acquisition strategy, including plans to acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships with parties who can provide access to those assets;

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• the future impact of our acquisitions;

• our strategy and intentions regarding new product branding;

• the future competitive landscape and the effects of different pricing strategies;

• the effect of current tax laws, including the branch profit tax;

• the effect of future tax laws on our business

• the outcome of any legal proceeding, hearing, or dispute (including tax hearings) and the resulting effects on our business;

• our ability to implement and maintain effective internal control over financial reporting;

• projections that the legal proceedings and claims that have arisen in the ordinary course of our business will not have a material and adverse effect on the results of operations or the financial position of the Company;

• expectations of future dividend payout;

• projections that our cash and cash equivalent along with cash generated from operations will be sufficient to meet our working capital requirements and certain of our obligations;

• our compensation strategy;

• projections regarding currency transactions, including the effect of exchange rates on the Indian rupee and the U.S. dollar;

• the nature of our revenue streams, including the portion of our IT Services revenue generated from a limited number of corporate clients;

• the effect of a strategically located network of software development centers, and whether it will provide us with cost advantages;

• our ability to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology;

• projections regarding future economic policy, legislation, foreign investment, currency exchange and other policy matters that may affect our business;

• the nature and flexibility of our business model;

• expectations as to our future revenue, margins, expenses and capital requirements; and

• our exposure to market risks.

We wish to ensure that all forward-looking statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, all forward looking statements are qualified in their entirety by reference to, and are accompanied by, the discussion of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements in this report, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution the reader that this list of important factors may not be exhaustive. We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. In addition, readers should carefully review the other information in this Annual Report on Form 20-F and in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (“SEC”) from time to time.

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TABLE OF CONTENTS

Part I
Item 1.	Identity of Directors, Senior Management and Advisers	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	5
Item 4.	Information on the Company	29
Item 4A	Unresolved Staff Comments	48
Item 5.	Operating and Financial Review and Prospects	49
Item 6.	Directors, Senior Management and Employees	69
Item 7.	Major Shareholders and Related Party Transactions	80
Item 8.	Financial Information	84
Item 9.	The Offer and Listing	84
Item 10.	Additional Information	87
Item 11.	Quantitative and Qualitative Disclosure About Market Risk	103
Item 12.	Description of Securities Other than Equity Securities	105
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	106
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	106
Item 15.	Controls and Procedures	107
Item 16 A.	Audit Committee Financial Expert	110
Item 16 B.	Code of Ethics	110
Item 16 C.	Principal Accountant Fees and Services	110
Item 16 D.	Exemptions from the Listing Standards for Audit Committees	111
Item 16 E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	111
Item 16 F.	Changes in registrant’s Certifying Accountant	111
Item 16 G.	Corporate Governance	111
Item 16 H.	Mine Safety Disclosure	111
Part III
Item 17.	Financial Statements	111
Item 18.	Financial Statements	112
Item 19.	Exhibits	191
	EX-12.1
	EX-12.2
	EX-13.1
	EX-15.1

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

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Item 3. Key Information

Summary of Selected Consolidated Financial Data

The selected consolidated financial data should be read in conjunction with the consolidated financial statements, the related notes and operating and financial review and prospects which are included elsewhere in this Annual Report. The selected consolidated statements of income data for the five years ended March 31, 2015 and selected consolidated statements of financial position data as of March 31, 2011, 2012, 2013, 2014 and 2015 in Indian rupees have been derived from our audited consolidated financial statements and related notes, which have been prepared and presented in accordance with IFRS, as issued by the IASB. Historical results are not necessarily indicative of future results.

In accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, the consolidated income statements have been adjusted retrospectively for all periods prior to the year ended March 31, 2013, and have been presented to reflect the completion of the demerger of the Company’s consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) into Wipro Enterprises Limited, effective on March 31, 2013. The Diversified Business is therefore presented as a discontinued operation. For additional information please see Note 4 of the Notes to the Consolidated Financial Statements.

							(In millions, except per equity share data)
																2015
	2011			2012			2013			2014			2015			Convenience Translation into US$(1)
Consolidated Statements of Income data:
Continuing operations
Revenues	Rs.	271,437		Rs.	318,747		Rs.	374,256		Rs.	434,269		Rs.	469,545		US$	7,536
Cost of revenues		(186,613	)		(225,794	)		(260,665	)		(295,488	)		(321,284	)		(5,156	)
Gross profit	Rs.	84,824		Rs.	92,953		Rs.	113,591		Rs.	138,781		Rs.	148,261		US$	2,380
Selling and marketing expenses		(14,043	)		(17,953	)		(24,213	)		(29,248	)		(30,625	)		(491	)
General and administrative expenses		(16,843	)		(18,416	)		(22,032	)		(23,538	)		(25,850	)		(415	)
Foreign exchange gains/(losses), net		503			3,328			2,626			3,359			3,637			58
Results from operating activities	Rs.	54,441		Rs.	59,912		Rs.	69,972		Rs.	89,354		Rs.	95,423		US$	1,532
Finance expense		(1,924	)		(3,371	)		(2,693	)		(2,891	)		(3,599	)		(58	)
Finance and other income		6,631			8,982			11,317			14,542			19,859			319
Profit before tax	Rs.	59,148		Rs.	65,523		Rs.	78,596		Rs.	101,005		Rs.	111,683		US$	1,793
Income tax expense		(8,878	)		(12,955	)		(16,912	)		(22,600	)		(24,624	)		(395	)
Profit for the year from continuing operations	Rs.	50,270		Rs.	52,568		Rs.	61,684		Rs.	78,405		Rs.	87,059		US$	1,398
Discontinued operations
Profit after tax for the year from discontinued operations		3,051			3,419			5,012			—			—			—
Profit for the year	Rs.	53,321		Rs.	55,987		Rs.	66,696		Rs.	78,405		Rs.	87,059		US$	1,398
Profit attributable to:
Equity holders of the Company		52,977			55,730			66,359			77,967			86,528		US$	1,389
Non-controlling interest		344			257			337			438			531			9
Profit for the year	Rs.	53,321		Rs.	55,987		Rs.	66,696		Rs.	78,405		Rs.	87,059		US$	1,398
Profit from continuing operations attributable to:
Equity holders of the Company		49,938			52,325			61,362			77,967			86,528		US$	1,389
Non-controlling interest		332			243			322			438			531			9
	Rs.	50,270		Rs.	52,568		Rs.	61,684		Rs.	78,405		Rs.	87,059		US$	1,398
Basic earnings per equity share:
Continuing operations	Rs.	20.49		Rs.	21.36		Rs.	25.01		Rs.	31.76		Rs.	35.25		US$	0.57
Discontinued operations		1.25			1.39			2.04			—			—			—
Continuing and discontinued operations	Rs.	21.73		Rs.	22.75		Rs.	27.05		Rs.	31.76		Rs.	35.25		US$	0.57
Diluted earnings per equity share:
Continuing operations	Rs.	20.35		Rs.	21.29		Rs.	24.95		Rs.	31.66		Rs.	35.13		US$	0.56
Discontinued operations		1.24			1.39			2.03			—			—			—
Continuing and discontinued operations	Rs.	21.59		Rs.	22.68		Rs.	26.98		Rs.	31.66		Rs.	35.13		US$	0.56

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							(In millions, except per equity share data)
																2015
	2011			2012			2013			2014			2015			Convenience Translation into US$(1)
Weighted average number of equity shares used in computing earnings per equity share(2):
Basic		2,437,492,921			2,449,777,457			2,453,218,759			2,454,745,434			2,454,681,650			2,454,681,650
Diluted		2,453,409,506			2,457,511,538			2,459,184,321			2,462,626,739			2,462,579,161			2,462,579,161
Cash dividend per equity share paid	Rs.	8.00		Rs.	6.00		Rs.	6.00		Rs.	8.00		Rs.	10.00		US$	0.16
Additional data:
Revenue by segment(3)
IT Services	Rs.	234,850		Rs.	284,313		Rs.	338,431		Rs.	399,509		Rs.	440,180		US$	7,064
IT Products		36,910			38,436			39,238			38,785			34,006			546
Consumer Care and Lighting (discontinued)		27,258			33,401			40,594			—			—			—
Others (discontinued)		10,896			18,565			14,785			—			—			—
Reconciling items		1,073			534			560			(666	)		(1,004	)		(16	)
Total	Rs.	310,987		Rs.	375,249		Rs.	433,608		Rs.	437,628		Rs.	473,182		US$	7,594
Operating income by segment(3)
IT Services	Rs.	53,407		Rs.	59,265		Rs.	69,933		Rs.	90,333		Rs.	97,649		US$	1,567
IT Products		1,609			1,787			990			310			374			6
Consumer Care and Lighting (discontinued)		3,450			3,956			5,012			—			—			—
Others (discontinued)		(97	)		110			290			—			—			—
Reconciling items		(701	)		(1,105	)		(1,079	)		(1,289	)		(2,600	)		(42	)
Total	Rs.	57,668		Rs.	64,013		Rs.	75,146		Rs.	89,354		Rs.	95,423		US$	1,531
Consolidated Statements of Financial Position Data:(4)
Cash and cash equivalents	Rs.	61,141		Rs.	77,666		Rs.	84,838		Rs.	114,201		Rs.	158,940		US$	2,551
Available for sale investments		49,282			41,961			69,171			63,233			57,775			927
Working capital(5)		131,696			155,803			162,663			218,534			272,463			4,373
Total assets		371,443			436,001			439,730			502,304			600,033			9,629
Total debt		52,802			58,958			63,816			51,592			78,913			1,266
Total equity		240,371			286,163			284,983			344,886			409,628			6,574
Number of shares outstanding		2,454,409,145	(6)		2,458,756,228			2,462,934,730			2,466,317,273			2,469,043,038			2,469,043,038

Notes:

1. Solely for the convenience of the readers, the selected consolidated financial data as of and for the year ended March 31, 2015, has been translated into United States dollars at the certified foreign exchange rate of US$1 = Rs. 62.31, as published by Federal Reserve Board of Governors on March 31, 2015.

2. Adjusted for stock dividend and for the grant of one employee stock option for every 8.25 employee stock options held by each eligible employee as of the Record Date of the Demerger, pursuant to the terms of the Demerger Scheme effective March 31, 2013.

3. For the purpose of segment reporting, we have included the impact of exchange rate fluctuations in revenue. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

4. The financial position as of March 31, 2011 and 2012, which are dates prior to the date of the demerger, includes assets and liabilities of the Diversified Business.

5. Working capital equals current assets less current liabilities.

6. Adjusted for stock dividend.

Exchange Rates

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Indian rupee price of our equity shares on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares (“ADSs”), listed on the New York Stock Exchange, and vice versa. Such fluctuations will also affect the U.S. dollar conversion by our depositary for the ADSs, J. P. Morgan (“Depositary”), of any cash dividends paid in Indian rupees on our equity shares represented by the ADSs.

The following table sets forth, for the fiscal years indicated, information concerning the amount of Indian rupees for which one U.S. dollar could be exchanged based on the certified foreign exchange rates published

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by the Federal Reserve Board of Governors. The column titled “Average” in the table below is the average of the certified foreign exchange rates on the last business day of each month during the year.

Fiscal Year Ended March 31,	Period End		Average		High		Low
2015	Rs.	62.31	Rs.	61.34	Rs.	63.67	Rs.	58.30
2014		60.00		60.35		68.80		53.65
2013		54.52		54.36		57.13		50.64
2012		50.89		48.01		53.71		44.00
2011		44.54		45.46		47.49		43.90

On May 15, 2015, the certified foreign exchange rate published by the Federal Reserve Board of Governors was Rs. 63.36.

The following table sets forth the high and low exchange rates for the previous six months based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on each business day during the period:

Month	High		Low
April 2015	Rs.	63.58	Rs.	61.99
March 2015		63.06		61.76
February 2015		62.41		61.67
January 2015		63.57		61.32
December 2014		63.67		61.78
November 2014		62.20		61.38

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

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RISK FACTORS

This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Annual Report. The following risk factors should be considered carefully in evaluating us and our business.

Risks related to our Company and our industry

Our revenues and expenses are difficult to predict because they can fluctuate significantly given the nature of the markets in which we operate. This increases the likelihood that our results could fall below the expectation of investors and market analysts, which could cause the market price of our equity shares and American Depositary Shares (“ADSs”) to decline.

Our results historically have fluctuated, may fluctuate in the future and may fail to match our past performance, our projections or guidance, or the expectations of investors due to a number of factors, including:

• the size, complexity, timing, pricing terms and profitability of significant projects, as well as changes in the corporate decision-making process of our clients;

• increased pricing pressure from our competitors;

• the proportion of services we perform at our clients’ sites rather than at our offshore facilities;

• our ability to increase sales of our services to new customers and expand sales to our existing customers;

• seasonal changes that affect the mix of services we provide to our clients or the relative proportion of services and product revenue;

• seasonal changes that affect purchasing patterns among our consumers of servers, communication devices and other products;

• unanticipated cancellations, contract terminations or deferral of projects or those occurring as a result of our clients reorganizing their operations;

• our ability to accurately forecast our client’s demand patterns to ensure the availability of trained employees to satisfy such demand;

• the effect of increased wage pressure in India and other locations and the time we require to train and productively utilize our new employees; and

• our ability to generate historical levels of yield on our investments.

A significant portion of our total operating expenses, particularly personnel and facilities, are fixed in advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects may cause significant variations in operating results in any particular quarter. Our pricing remains competitive and clients remain focused on cost reduction and capital conservation. While we believe that we have a flexible business model which can mitigate the negative impact of an uncertain or slow growing economy, we may not be able to sustain historical levels of profitability.

There are also other factors that are not within our control that could cause significant variations in our results in any particular quarter. These include:

• the duration of tax holidays or exemptions and the availability of other Government of India incentives;

• currency exchange fluctuations, specifically movement of the rupee against the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, as significant portion of our revenues are in these currencies;

• political uncertainties or changes in regulations in India and other countries that we operate in;

• other economic factors, including the economic conditions in United States, Europe and other geographies in which we operate; and

• increase in cost of operations in countries that we operate in on account of changes in minimum wage regulations.

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Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Thus, it is possible that in the future some of our periodic results of operations may be below the expectations of public market analysts and investors, and the market price of our equity shares and ADSs could decline.

We may face difficulties in providing end-to-end business solutions for our clients that could cause clients to discontinue their work with us, which in turn could impact our business.

As we have increased the breadth of our service offerings, we have engaged in larger and more complex projects with our clients. This requires us to establish closer relationships with our clients, develop a thorough understanding of their operations, and take higher commercial risks in our contracts with such clients, including penalty clauses in our agreements, larger upfront investments and compensation based on our client’s financial or business outcomes. Our ability to establish such relationships will depend on a number of factors, including the proficiency of our IT professionals and our management personnel. Our failure to understand and successfully implement our client’s requirements, the domain and country-specific laws and regulations which govern the products and services that we provide, or our failure to deliver services which meet the requirements specified by our clients could result in termination of client contracts, reputational harm and/or imposition of penalties or the payment of damages. Additionally, we may experience financial losses in contracts which are linked to our client’s future business outcomes or based on assumptions which are not realized. We may also be subject to loss of clients due to dependence on alliance partners, subcontractors or third party product vendors.

Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for subsequent stages or may cancel or delay subsequent planned engagements. Further, we may not be able to sell additional services to existing clients. Unsatisfied clients might seek to terminate existing contracts prior to the completion of the services or relationship. This may further damage our business by affecting our ability to compete for new contracts with current and prospective clients. We may also experience terminations, cancellations or delays as a result of the business or financial condition of our clients or the economy generally, as opposed to factors related to the quality of our services. Such cancellations or delays make it difficult to plan for project resource requirements, and inaccuracies in such resource planning may have a negative impact on our profitability.

Our revenue depends to a large extent on a limited number of clients, and our revenue could decline if we lose a major client.

We currently derive, and believe that we will continue to derive, a significant portion of our revenue from a limited number of corporate clients. The loss of a major client or a significant reduction in the service performed for a major client could result in a reduction of our revenue. Significant pricing or margin pressure exerted by our largest clients would also adversely affect our operating results. Our largest client accounted for 3%, 4% and 4% of our IT Services revenue for the years ended March 31, 2013, 2014 and 2015, respectively. Our ten largest IT Services clients accounted for approximately 22%, 23% and 21% of our IT Services revenues for the years ended March 31, 2013, 2014 and 2015, respectively. The volume of work we perform for specific clients may vary from year to year, particularly since we typically are not the exclusive external technology service provider for these clients. Thus, any major client during one year may not provide the same level of revenue in a subsequent year.

There are a number of factors other than our performance that could cause the loss of a client, such as a reduction in our clients’ IT budgets due to macroeconomic factors or otherwise, shifts in corporate priorities and political or economic factors. These factors may not be predictable or under our control. If we were to lose one of our major clients or have a significantly lower volume of business with them, our revenue and profitability could be reduced. We cannot assure you that our large clients will not terminate their arrangements with us or significantly change, reduce or delay the amount of services ordered from us, any of which would reduce our net sales and net income.

Companies in the industries that we serve may also seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If two or more of our current clients merge or consolidate and combine their operations, it may decrease the overall amount of work that we perform for such clients. If one of our current clients merges or consolidates with a company that relies on another provider for its consulting, systems integration, technology or outsourcing services, we may lose work from that client or lose the opportunity to gain additional work. The increased market power of larger companies could also increase pricing and competitive pressures on us.

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Our revenues are highly dependent on clients primarily located in the Americas (including the United States) and Europe, as well as on clients concentrated in certain industries; therefore, an economic slowdown or factors that affect the economic health of the United States, Europe or these industries would adversely affect our business.

We derive approximately 51% of our IT Services revenue from the Americas (including the United States) and 28% of our IT Services revenue from Europe. If the economy in the Americas or Europe continues to be volatile or uncertain or conditions in the global financial market deteriorate, pricing for our services may become less attractive and our clients located in these geographies may reduce or postpone their technology spending significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability.

Our clients are concentrated in certain key industries. Any significant decrease in the growth of any one of these industries, or widespread changes in any such industry, may reduce or alter the demand for our services and adversely affect our revenue and profitability. For instance, the drop in global crude oil price has significantly impacted the companies operating in the energy industry, impacting revenue and profitability of our Energy, Natural Resources and Utilities industry vertical. Furthermore, some of the industries in which our clients are concentrated, such as the financial services industry, health care industry or the energy and utilities industry, are, or may be, increasingly subject to governmental regulation and intervention. For instance, clients in the financial services sector have been subject to increased regulation following the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act in the United States. Increased regulation, changes in existing regulation or increased governmental intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses and therefore negatively impact our revenues.

Our revenue and operating results may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by our clients.

Our business depends, in part, upon continued reliance on the use of technology in business by our clients and prospective clients as well as their customers and suppliers. In particular, the success of our new service offerings requires continued demand for such services and our ability to meet this demand in a cost-effective manner. In challenging economic environments, our clients may reduce or defer their spending on new technologies in order to focus on other priorities and prospective clients may decide not to engage our services. Also, many companies have already invested substantial resources in their current means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt new approaches that could disrupt existing personnel, processes and infrastructures. If the growth of technology usage in business, or our clients’ spending on such technology, declines, or if we cannot convince our clients or potential clients to embrace new technological solutions, our revenue and operating results could be adversely affected.

Our success depends in large part upon the strength of our management team and other highly skilled professionals. If we fail to attract, retain and manage transition of these personnel, our business may be unable to grow and our revenue could decline.

The continued efforts of the senior members of our management team are critical to our success. Our ability to execute project engagements and to obtain new clients depends in large part on our ability to attract, train, motivate and retain highly skilled professionals, especially senior technical personnel, project managers and software engineers. If we cannot hire and retain additional qualified personnel, our ability to bid on and obtain new projects and to continue to expand our business will be impaired and our revenue could decline. We believe that there is significant competition for professionals with the skills necessary to perform the services we offer, particularly in the locations in which we have operations. We may not be able to hire and retain enough skilled and experienced employees to replace those who leave. Increasing competition for technology professionals may also impact our ability to retain personnel. Changes in government policies may also affect our ability to attract, hire and retain personnel. Additionally, we may not be able to reassign or retain our employees to keep pace with continuing

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changes in technology, evolving standards and changing client preferences. Our revenues, results of operations and financial condition could be adversely affected if we are unable to manage employee hiring and attrition to achieve a stable and efficient workforce structure.

Our profitability could suffer if we are unable to continue to successfully manage our costs.

Our ability to improve or maintain our profitability is dependent on successful management of our costs. Our cost management strategies include maintaining appropriate alignment between the demand for our services and our resource capacity, optimizing the costs of service delivery through automation and deployment of tools and effectively leveraging our sales and marketing and general and administrative costs. We also have to manage additional costs to replace the unsatisfactory solutions or services if our clients are not satisfied if we fail to properly understand their needs and develop solutions accordingly. We have also taken actions to reduce certain costs, including increasing productivity from fixed costs such as better utilization of existing facilities, investing in automation and relocating non-client-facing employees to lower-cost locations. There is no guarantee that these, or other cost-management efforts will be successful, that our efficiency will be enhanced, or that we will achieve desired levels of profitability. If we are not able to mitigate rising employee compensation costs by passing such increases to clients, or increase our revenues sufficiently to offset increasing costs, our results of operations could be materially adversely affected.

If we do not effectively manage our growth, including, among other things by improving our administrative, operational and financial processes and systems to manage our growth, the value of our shareholders’ investment may be harmed.

Our expected growth will continue to place significant demands on our management and other resources. This will require us to continue to develop and improve our operational, financial and other internal controls. As a result of our growing operations, we face and expect to continue to face challenges such as:

• recruiting, training and retaining sufficiently skilled technical, marketing and management personnel;

• maintaining an effective internal control system and properly educating and training employees to mitigate the risk of individuals engaging in unlawful or fraudulent activity or otherwise exposing us to unacceptable business risks;

• maintaining our high quality standards of service;

• maintaining high levels of client satisfaction;

• developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems including data management in our IT applications and Management Information Systems (“MIS”);

• preserving our culture, values and entrepreneurial environment;

• assimilating and integrating disparate IT systems, personnel and employment practices, and operations of acquired companies; and

• managing our procurement, supply chain and vendor management processes.

If we are unable to manage our growth effectively, the quality of our services and products may decline, and our ability to attract clients and skilled personnel may be negatively affected. These factors in turn could negatively affect the growth of our business and harm the value of our shareholders’ investment.

Our profitability could suffer if we are not able to maintain favorable utilization rates.

Our profitability and the cost of providing our services are affected by the utilization rate of our professionals. If we are not able to maintain high utilization rates for our professionals, our profit margin and our profitability may suffer. Our utilization rates are affected by a number of factors, including:

• our ability to transition employees from completed projects to new assignments and to hire and integrate new employees;

• our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;

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• our ability to manage attrition; and

• our need to devote time and resources to training, professional development and other non-chargeable activities.

Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner and cause us to pay penalties or lose contracts or clients.

Our failure to complete fixed-price, fixed-time frame contracts within the budget and on time may negatively affect our profitability.

We offer a portion of our services on a fixed-price, fixed-time frame basis, rather than on a time-and-materials basis. Although we use our specified software engineering processes and rely on our past project experience to reduce the risks associated with estimating, planning and performing fixed-price or fixed-time frame projects, we bear the risks of cost overruns, completion delays and wage inflation in connection with these projects. If we fail to accurately estimate the resources and time required for a project, future rates of wage inflation and currency exchange rates, or if we fail to complete our contractual obligations within the contracted timeframe, our profitability may suffer.

If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.

We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, we may use time and materials pricing, fixed-price arrangements, or hybrid contracts with features of both pricing models. We also undertake element or transaction based pricing, which relies on a certain scale of operations to be profitable for us. Our pricing is highly dependent on client or our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could be inaccurate. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. The risk is greatest when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination of operations and workforces in multiple locations, utilizing workforces with different skill sets and competencies across geographically-distributed service centers. Furthermore, when work gets outsourced, we occasionally takeover employees from our clients and assume responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourced work frequently include anticipated long-term cost savings from transformational initiatives and other endeavors that we expect to achieve and sustain over the life of the outsourcing contract. There is a risk that we will underprice our contracts, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, or wide fluctuations compared to our original estimates, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.

Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and the industries on which we focus.

The IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and enhance our existing offerings or develop new product and service offerings to meet client needs. We may not be successful in anticipating or responding to these advances on a timely basis, or, if we do respond, the services or technologies we develop may not be successful in the marketplace. We may also be unsuccessful in stimulating customer demand for new and upgraded products, or seamlessly managing new product introductions or transitions. Further, products, services or technologies that are developed by our competitors may render our services non-competitive or obsolete. Our failure to address the demands of the rapidly evolving information technology environment, particularly with respect to cloud computing and storage, mobility and applications and analytics, could have a material adverse effect on our business, results of operations and financial condition.

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If flaws in design, function or maintenance of our services were to occur, we could experience a rate of failure that would result in substantial repair, replacement or service costs and potential damage to our reputation. Continued improvement of our services and control of quality, costs and product testing are critical factors in our future growth. There can be no assurances that our efforts to monitor, develop, modify and implement appropriate testing for errors and upgrading processes will be sufficient to prevent us from having to incur substantial repair, replacement or service costs, or from a disruption in our ability to provide services, either of which could have a material adverse effect on our business, results of operations or financial condition.

Adverse changes to our relationships with key alliance partners could adversely affect our revenues and results of operations.

We have alliances with companies whose capabilities complement our own. A significant portion of our service offerings are based on technology or software provided by our alliance partners. The priorities and objectives of our alliance partners may differ from ours. As most of our alliance relationships are nonexclusive, our alliance partners are not prohibited from competing with us or aligning more closely with our competitors. In addition, our alliance partners could experience reduced demand for their technology or software, including in response to changes in technology, which could lessen related demand for our services. If we do not obtain the expected benefits from our alliance relationships for any reason, we may be less competitive, our ability to offer attractive service offerings to our clients may be negatively affected, and our revenues and results of operations could be adversely affected.

Disruptions in telecommunications could harm our service model, which could result in a reduction of our revenue.

A significant element of our business strategy is to continue to leverage and expand our offshore development centers in Bangalore, Chennai, Hyderabad, Kolkata, Pune, Delhi and other cities in India, as well as near-shore development centers outside of India. We believe that the use of a strategically located network of software development centers provides us with cost advantages, the ability to attract highly skilled personnel from various regions of India and the world, the ability to service clients on a regional and global basis and the ability to provide services to our clients 24 hours a day, seven days a week. Part of our service model is to maintain active voice and data communications between our main office in Bangalore, our clients’ offices, and our software development and support facilities. Although we maintain redundancy facilities and satellite communications links, any significant loss in our ability to transmit voice and data through satellite and telephone communications could result in a disruption in business, thereby hindering our performance or our ability to complete client projects on time. This, in turn, could lead to a reduction of our revenue.

We may be liable to our clients for damages caused by disclosure of confidential information or data security system failures.

We often have access to or are required to collect and store confidential client and customer data. We face a number of threats to our data centers and networks such as unauthorized access, security breaches and other system disruptions. It is critical to our business that our infrastructure remains secure and is perceived by customers to be secure. Despite our security measures, our infrastructure may be vulnerable to attacks by hackers or other disruptive problems. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of confidential customer data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information. We could be subject to termination of contracts for non-compliance with our client’s information security policies and procedures.

Many of our client agreements do not limit our potential liability for breaches of confidentiality. If any person, including any of our employees or former employees, penetrates our network security or misappropriates sensitive data, we could be subject to significant liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems, systems failure, loss or theft of assets containing confidential information or otherwise, could damage our reputation and cause us to lose clients.

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We may be liable to our clients for damages caused by system failures, which could harm our reputation and cause us to lose clients.

Many of our contracts involve projects that are critical to the operations of our clients’ businesses and provide benefits to our clients that may be difficult to quantify. Any failure in a client’s system could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit our contractual liability for consequential damages in rendering our services, we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise protect us from liability for damages. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or results in changes to our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could adversely affect our revenues and operating results. We may also be liable to our clients for damages or termination of contract if we are unable to address disruption in services to our clients with adequate business continuity plans.

We may be subject to litigation and be required to pay damages for deficient services or for violating intellectual property rights.

We may be subject to litigation and be required to pay damages for losses caused by deficient services. We may also be subject to damages for violating or misusing our clients’ intellectual property rights or for breaches of third-party intellectual property rights or confidential information in connection with services to our clients. Further, our contracts often contain provisions pursuant to which we indemnify our clients for such third-party breaches of intellectual property pursuant to our contracts. Our inability to provide services at contractually-agreed service levels or inability to prevent violation or misuse of the intellectual property of our clients or that of third parties could cause significant damage to our reputation and adversely affect our results of operations.

Third party providers of software that we license may subject us to claims or litigation to seek damages for violating their licenses and intellectual property rights which could require us to pay damages, enter into expensive license arrangements or modify our products and services. We may also face litigations or incur additional fees and be required to pay damages for violating contractual terms, misuse or excessive use of our license to intellectual property rights, which could cause significant damage to our reputation and adversely affect our results or operations. Further, we may be required to indemnify our clients for third-party breaches of intellectual property pursuant to our contracts.

Our work with government clients exposes us to additional risks inherent in the government contracting environment.

Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government contracting process, which may affect our operating profitability. These risks include, but are not limited to, the following:

• Government entities often reserve the right to audit our contract costs, including allocated indirect costs, and conduct inquiries and investigations of our business practices with respect to our government contracts. If the client finds that the costs are not chargeable, then we will not be allowed to bill for them or the cost must be refunded to the client if it has already been paid to us. Findings from an audit may also result in prospective adjustments of previously agreed upon rates for our work and may affect our future margins.

• If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or unilateral debarment from doing business with other agencies of that government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities, regardless of their adequacy, and therefore we can only mitigate, and not eliminate, this risk.

• Government contracts are often subject to more extensive scrutiny and publicity than contracts with commercial clients. Negative publicity related to our government contracts, regardless of its accuracy, may further damage our business by affecting our ability to compete for new contracts among commercial and governmental entities.

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• Political and economic factors such as pending elections, changes in leadership among key governmental decision makers, revisions to governmental tax policies and reduced tax revenues can affect the number and terms of new government contracts signed.

• Terms and conditions of government contracts tend to be more onerous and are often more difficult to negotiate than those for commercial contracts.

• Government contracts may not include a cap on direct or consequential damages, which could cause additional risk and expense in these contracts.

Many of our client contracts can be terminated without cause, with little or no notice and without termination charges, which could negatively impact our revenue and profitability.

Our clients typically retain us on a non-exclusive, project-by-project basis. Some of our client contracts, including those that are on a fixed-price, fixed-time frame basis, can be terminated with or without cause, with as little as 15 days’ notice and without termination-related penalties. Additionally, most of our contracts with clients are typically limited to discrete projects without any commitment to a specific volume of business or future work. Our business is dependent on the decisions and actions of our clients, and there are a number of factors that might result in the termination of a project or the loss of a client that are outside of our control, including:

• the business or financial condition of our clients or the economy generally;

• a change in strategic priorities, resulting in a reduced level of IT spending;

• a demand for price reductions; and

• a change in outsourcing strategy such as moving to client in-house IT departments or to our competitors.

Termination of client relationships, particularly relationships with our largest customers, would have a material adverse effect on our business, results of operations and financial condition.

Some of our long-term client contracts contain benchmarking and most favored customer provisions which, if triggered, could result in lower contractual revenues and profitability in the future.

Some of our client contracts contain benchmarking and most favored customer provisions. The benchmarking provisions allow a customer in certain circumstances to request a study prepared by an agreed upon third-party comparing our pricing, performance and efficiency gains for delivered contract services against the comparable services of an agreed upon list of other service providers. Based on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce our pricing for future services to be performed for the remainder of the contract term, which could have an adverse impact on our revenues and results. Most favored customer provisions require us to give existing customers updated terms in the event we enter into more favorable agreements with certain other customers, which limits our ability to freely enter into agreements and could have an adverse impact on our revenues and results.

Exchange rate fluctuations in various currencies in which we do business could negatively impact our revenue and operating results / net income. Our financial condition and results of operations may be harmed if we do not successfully reduce such risks through the use of derivative financial instruments.

Our IT Services business contributes approximately 93% of our revenue. A significant portion of our revenue from this segment is derived from transactions in foreign currencies, including the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar while a large portion of our costs are in Indian Rupees. The exchange rate between the Rupee and foreign currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. As our financial statements are presented in Rupees, such fluctuations could have a material impact on our reported results. Due to these exchange rate fluctuations, there has been an increased demand from our clients that all risks associated with such fluctuations be borne by us. Appreciation of the rupee against foreign currencies can therefore adversely affect our revenue and competitive position, and can adversely impact our operating results. We generate approximately 43% of our IT Services revenues in non-U.S. Dollar currencies, and the exchange rate fluctuations between these currencies and the U.S. Dollar can affect our revenues and growth, as expressed in U.S. Dollar terms.

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A significant portion of our debt is in various foreign currencies. We also undertake hedging strategies to mitigate exposure of exchange rate risk relating to foreign currency borrowing, including entering into cross-currency interest rate swaps. As mentioned above, the exchange rate between the Indian Rupee and foreign currencies has fluctuated significantly in recent years and will likely continue to fluctuate in the future. If the value of the rupee declines, the size of our debt obligations and interest expenses in Indian Rupees may increase. This will adversely impact our net income. We also experience other market risks, including changes in the interest rates of the securities that we own. We may use derivative financial instruments to reduce or mitigate these risks where possible. However, if our strategies to reduce market risks are not successful, our financial condition and operating results may be harmed.

Restrictions on immigration in the U.S. may affect our ability to compete for and provide services to clients in the U.S., which could hamper our growth and cause our revenue to decline.

Our employees who work onsite at client facilities or at our facilities in the U.S. on temporary or extended assignments typically must obtain visas. If U.S. immigration laws change and make it more difficult for us to obtain H-1B and L-1 visas for our employees, our ability to compete for and provide services to our clients in the U.S. could be impaired. In response to past terrorist attacks in the U.S., the U.S. Citizenship and Immigration Services (“USCIS”) and the U.S. Department of State have increased their level of scrutiny in reviewing visa applications and work petitions and have decreased the number of such visas granted.

Additionally, the U.S. is currently considering immigration reforms which may result in additional restrictions or changes that could hamper our ability to serve our clients, causing our revenue to decline. If those proposed restrictive provisions are signed into law, they could have a substantial impact on our hiring practices or capacity to complete client projects, and our cost of doing business in the U.S. could increase and that may discourage clients from seeking our services. This could have a material and adverse effect on our business, revenues and operating results.

Although there is currently no regulatory limit to the number of new L-1 petitions or visas granted, the L-1 Visa Reform Act of 2004 precludes foreign companies from obtaining L-1 visas for employees with specialized knowledge if (1) such employees will be stationed primarily at the worksite of another company in the U.S. and the employee will not be controlled and supervised by his employer, or (2) the placement is essentially an arrangement to provide labor for hire rather than in connection with the employee’s specialized knowledge. Furthermore, the USCIS conducts worksite compliance visits for L-1 employees as well as H-1B employees.

In addition, companies which have obtained H-1B visas on behalf of employees face higher labor, legal and regulatory standards. Investigations by the Wage and Hour Division of the U.S. Department of Labor or unannounced random site inspections by the U.S. Department of Homeland Security could also affect our ability to efficiently compete for and provide services to our clients in the U.S.

Immigration laws in the U.S. and in other countries are subject to legislative changes, as well as to variations in the standards of application and enforcement due to political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or reviewing work visas for our technology professionals.

Although we currently have sufficient personnel with valid H-1B and L-1 visas, we cannot be assured that we will continue to be able to obtain any or a sufficient number of H-1B and L-1 visas for our onsite employees on the same timeframe as we currently maintain.

Our international operations subject us to risks inherent in doing business on an international level that could harm our operating results.

Currently, we have software development facilities in several countries around the world. The majority of our software development facilities are located in India. As we continue to increase our presence outside India through our strategic development centers worldwide, we are subject to additional risks related to our international expansion strategy, including risks related to complying with a wide variety of national and local laws, localization

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requirements, restrictions on the import and export of certain technologies, data privacy and protection regulations, currency fluctuations, economic and political volatility and multiple and possibly overlapping tax structures. In addition, we may face competition in other countries from companies that may have more experience with operations in such countries or with international operations in general. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. Our international expansion plans may not be successful, and we may not be able to compete effectively in other countries.

Legislation in certain countries in which we operate, including the U.S., may restrict companies in those countries from outsourcing work.

Some countries and organizations have expressed concerns about a perceived connection between offshore outsourcing and the loss of jobs domestically. With high domestic unemployment levels in many countries and increasing political and media attention on the outsourcing of services internationally by domestic corporations, there have been concerted efforts in many countries to enact new legislations to restrict offshore outsourcing or impose restrictions on companies that outsource. Periodically, restrictive outsourcing legislation has been considered by federal and state authorities in the U.S. In the event any of these measures become law, our ability to do business in these jurisdictions could be adversely impacted, which in turn could adversely affect our revenues and operating profitability.

In addition, from time to time, negative experiences associated with offshore outsourcing, such as theft and misappropriation of sensitive client data, have been publicized, including reports involving service providers in India. Our current or prospective clients may elect to perform certain services themselves or may be discouraged from transferring services from onshore to offshore service providers to avoid harmful publicity or any negative perceptions that may be associated with using an offshore service provider. Any slowdown or reversal of existing industry trends towards offshore outsourcing would seriously harm our ability to compete effectively with competitors that provide services from within the countries in which our clients operate.

Further, under the United Kingdom’s Transfer of Undertakings (Protection of Employees) Regulations, 2006, as well as similar regulations in European Union member countries, employees who are dismissed by an outsourcing vendor could seek compensation from their current or new employer. This could adversely impact our customers’ ability to outsource and also result in additional costs due to redundant payment liabilities. Such events could have an adverse impact on our results of operations and our financial position.

We may incur substantial costs for environmental regulatory compliance.

We are subject to various federal, state, local and foreign laws relating to protection of the environment. We may incur substantial fines, civil or criminal sanctions, including fines and sanctions against our directors and officers, or third-party claims for property damage or personal injury if we are held liable under environmental laws and regulations. Our current compliance with environmental laws and regulations is not expected to have a material adverse effect on our financial position, results of operations or competitive position.

We are making substantial investments in new facilities and physical infrastructures, and our profitability could be reduced if our business does not grow proportionately.

We have invested substantially in construction or expansion of software development facilities and physical infrastructure in anticipation of growth in our business. The total amount of investment made to purchase property, plant and equipment in fiscal year 2015 was Rs. 12,661 million (US$ 203 million). Additionally, as of March 31, 2015, we had contractual commitments of Rs. 1,262 million (US$ 20 million) related to capital expenditures on construction or expansion of our software development and other facilities. We may encounter cost overruns or project delays in connection with new facilities and these expansions may increase our fixed costs. If we are unable to grow our business and revenues to sufficiently offset the increased expenditures, our profitability could be reduced.

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Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have a material adverse effect on our business

Our insurance policies cover physical loss or damage to our property and equipment arising from a number of specified risks and certain consequential losses, including business interruption, arising from the occurrence of an insured event under the policies. Under our property and equipment policies, damages and losses caused by certain natural disasters, such as earthquakes, acts of terrorism, floods and windstorms are also covered. We also maintain various other types of insurance, such as directors’ and officers’ liability insurance, workmen’s compensation insurance and marine insurance. We maintain insurance on property and equipment in amounts believed to be consistent with industry practices, but we are not fully insured against all such risks. Notwithstanding the insurance coverage that we carry, the occurrence of an event that causes losses in excess of the limits specified in our policies, or losses arising from events not covered by insurance policies, could materially harm our financial condition and future operating results. There can be no assurance that any claims filed, under our insurance policies will be honored fully or timely. Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage.

We may invest in companies for strategic reasons that may not be successful or meet our expectations.

We make non-controlling investments in companies which are important to our business strategy and to complement some of our business initiatives. These may include investments in non-marketable securities of early stage companies that carry a significant degree of risk and may not become liquid for several years from the date of investment. These investments may not generate financial returns or may not yield the desired business outcome. The success of our investment in a company is sometimes dependent on the availability of additional funding on favorable terms or a liquidity event such as an initial public offering. We may record impairment charges in relation to our strategic investments which will have a negative impact on our financial results.

Investments in companies where we do not have majority ownership expose us to decisions made by others. This could impact our ability to align the strategic goals of the companies with our goals and this may impact the returns on our investment. We may also be required to exit such investments at inopportune times or make further investments based on current shareholder agreements. Such further investments may have to be made at a time when the venture is financially struggling and this may erode or dilute its value to our shareholders.

We may engage in future acquisitions that may not be successful or meet our expectations.

We have acquired and in the future may acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships or joint ventures with parties that we believe can provide access to new markets, capabilities or assets. The acquisition and integration of new businesses subjects us to many risks and we can provide no assurances that any such acquisition will be successful or meet our expectations. If it does not, we may suffer losses, dilute value to shareholders, may not be able to take advantage of appropriate investment opportunities or complete transactions on terms commercially acceptable to us. We could have difficulties in assimilating the personnel or operations of the acquired companies. We could also have difficulty in integrating the acquired products, services, solutions or technologies into our operations. We may face litigations or other claims arising out of our acquisitions, including disputes with regard to earn-outs or other closing adjustments. These difficulties could disrupt our ongoing business, distract our management and employees, and increase our expenses. Changes in competition laws in India and abroad could also impact our acquisition plans by prohibiting potential transactions which could otherwise be beneficial for us.

Despite our due diligence process, we may fail to discover significant issues around an acquired company’s intellectual property, service offerings, customer relationships, employee matters, accounting practices or regulatory compliances. We may also fail to discover liabilities that are not properly disclosed to us or we inadequately assess in our due diligence efforts or liabilities that may arise out of regulatory non-compliance, contractual obligations or breaches. We cannot predict or guarantee that our efforts will be effective or will protect us from liability. If we are unable to get indemnification protection or other contractual protections or relief for any material liabilities associated with our acquisitions or investments, it could harm our operating results.

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Goodwill and acquisition related intangibles that we carry on our balance sheet could give rise to significant impairment charges in the future.

The amount of goodwill and intangible assets in our consolidated financial statements has increased significantly in recent years, primarily on account of acquisitions. Goodwill and acquisition related indefinite life intangibles are subject to impairment review at least annually. Impairment testing under IFRS may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of operations.

Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes Oxley Act of 2002, new SEC regulations, New York Stock Exchange (“NYSE”) rules, Securities and Exchange Board of India (“SEBI”) rules, the Indian Companies Act, 2013, and Indian stock market listing regulations are creating uncertainty for companies like ours. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards. For example, the implementation of the new Indian Companies Act, 2013, which is replacing the prior Indian Companies Act, 1956, has been slow, uneven and inconsistent, and on many of the provisions, clarifications are awaited from the Ministry of Corporate Affairs, which will distribute circulars effecting modification in rules or notifications or changes. In addition, many of the provisions of the Companies Act, 1956 also continue to be applicable and both legislations are concurrently in operation.

In particular, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting requires the commitment of significant financial and managerial resources. With respect to our Form 20-F for the year ended March 31, 2015, our management has performed an assessment of the effectiveness of the internal control over financial reporting. We have determined that the internal controls are effective.

We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and significant management time and attention. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain director and officer liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board members and executive officers, which could harm our business. In certain instances, the compliance requirements under the Companies Act, 2013 and our listing agreement with the NYSE are more onerous than those under the Sarbanes-Oxley Act of 2002. For example, our Board of Directors is required to state that they have established internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Additionally, under the listing agreements with stock exchanges in India, the Chief Executive Officer, the Managing Director or a full time director appointed under the Companies Act, 2013 and the Chief Financial Officer are required to certify to the Board that (i) they accept responsibility for establishing and maintaining internal controls for financial reporting, (ii) that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting, and (iii) they have disclosed to the auditors and the Audit Committee any significant changes in internal control over financial reporting during the year, instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

Furthermore, with respect to material related party transactions, the Company is required to obtain approval from its non-controlling shareholders if the controlling shareholders are related parties. Obtaining the approval of non-controlling shareholders is not guaranteed and may be time consuming, which could affect the Company’s ability to carry out the decisions of the Board of Directors in a timely matter. If we fail to comply with new or changed laws or regulations and standards, our business and reputation may be harmed.

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If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.

We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue an attestation report on the effectiveness of the company’s internal control over financial reporting.

We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the NYSE or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.

We cannot predict the outcome of the Securities and Exchange Commission’s ongoing formal investigation, the outcome of which could have a material adverse effect on us.

As we have previously disclosed, the SEC has issued a formal order directing a private investigation by the Staff of the Enforcement Division of, among other things, issues relating to auditor independence, our internal financial controls and books and records, and the appropriateness of certain accounting entries pertaining to our exchange rate fluctuation and outstanding liability accounts. We continue to fully cooperate with the SEC’s investigation. The outcome of the SEC’s review of this matter is uncertain. Adverse determinations by the SEC could have a material adverse effect on us.

Management’s use of estimates may affect our income and financial position.

To comply with IFRS, management is required to make various estimates, judgments and assumptions. The facts and circumstances on which management bases these estimates, judgments, assumptions, and management’s judgment of the facts and circumstances, may change from time to time and this may result in significant changes in the estimates, with an impact on our assets or income. Current and future accounting pronouncements and other financial reporting standards may adversely affect the financial information we present. We regularly monitor our compliance with all of the financial reporting standards that are applicable to us and any new pronouncements that are relevant to us. Findings of our monitoring activity or new financial reporting standards may require us to change our internal accounting policies and to alter our operational policy so that it reflects new or amended financial reporting standards. We cannot exclude the possibility that this may have a material impact on our assets, income, or cash flows. For a summary of significant accounting policies, refer to Note 3 of the Notes to the Consolidated Financial Statements section.

If we are unable to collect our dues / receivables from or invoice our unbilled services to our clients, our results of operations and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate and as a result we might need to adjust our provisions. There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a potential credit crisis in the global financial system, could also result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of

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which could increase our receivables. Timely collection of fees for client services also depends on our ability to complete our contractual commitments and subsequently bill for and collect our contractual service fees. If we are unable to meet our contractual obligations, we might experience delays in the collection of or be unable to collect our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we experience delays in billing and collection for our services, our cash flows could be adversely affected.

We are exposed to fluctuations in the market values of our investment portfolio.

Deterioration of the credit as well as debt and capital markets due to economic turmoil could result in volatility of our investment earnings and impairments to our investment portfolio, which could negatively impact our financial condition and reported income.

Risks related to investments in Indian companies and international operations generally.

We are incorporated in India, and a substantial portion of our assets and our employees are located in India. Consequently, our financial performance and the market price of our ADSs will be affected by political, social and economic developments affecting India, Government of India policies such as taxation and foreign investment policies, Government of India currency exchange control and changes in exchange rates and interest rates.

Wage increases in India may diminish our competitive advantage against companies located in the U.S. and Europe and may reduce our profit margins.

Our wage costs in India have historically been significantly lower than wage costs in the U.S. and Europe for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees over the long term, wage increases may reduce our profit margins. Furthermore, increases in the proportion of employees with less experience, or source talent from other low cost locations, like Eastern Europe, China or Southeast Asia could also negatively affect our profits.

We would realize lower tax benefits if the special tax holiday scheme for units set up in Special Economic Zones is substantially modified.

Currently, we benefit from tax incentives under Indian tax laws. We qualify for a deduction from taxable income on profits attributable to our status as a developer of Special Economic Zones (“SEZs”) or from operation of units located in SEZs. The tax deduction for SEZ developers is available for any ten consecutive years out of fifteen years, commencing from the year in which the SEZ is notified. The tax deduction for a unit in an SEZ is equal to 100% of profits from the export of services for the first five years after the commencement of operations in the SEZ, and thereafter is equal to 50% of profits from the export of services for a subsequent period of ten years, subject to meeting specified re-investment conditions and earmarking of specified reserves in the last five years. This tax deduction will terminate if our operations are no longer located in an SEZ, fail to comply with rules required for an SEZ or fail to meet certain conditions prescribed under the Income Tax Act, 1961 of India. These tax benefits of units are conditioned upon our ability to generate positive net foreign exchange within five years of the commencement of our operations in the SEZ. If we fail to generate positive net foreign exchange within five years, or thereafter fail to maintain it, we will be subject to penalties under the Foreign Trade (Development and Regulation) Act, 1992, or the Indian Foreign Trade Act. The maximum penalty that may be imposed is equal to five times the gross value of the goods and services that we purchase with duty exemptions. We are subject to a Minimum Alternate Tax (“MAT”) at a fixed rate of approximately 21.34% on our net profits as adjusted by certain prescribed adjustments. Where any tax is paid under MAT, such tax will be eligible for adjustment against regular income tax liability computed under the Income Tax Act, 1961 of India, for the following ten years as MAT credit. We cannot assure you that the Government of India will continue these special tax exemptions or that we will continue to qualify for such tax benefits and other incentives. If we no longer receive these tax benefits and other incentives, or if the MAT rate of taxation is increased, our financial results may be adversely affected.

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In the past, there have been demands by legislators and various political parties in India for the Government of India to actively regulate the development of SEZs by private entities. There have also been demands to impose strict conditions which need to be complied with before economic zones developed by private entities are designated as SEZs. If such regulations or conditions are imposed, it would adversely impact our ability to set up new units in such designated SEZs and avail ourselves of the tax benefits associated with SEZs.

Political considerations in the Government of India could delay the liberalization of the Indian economy and adversely affect economic conditions in India in general, which could in return impact our financial results and prospects.

Despite economic liberalization policies, the Indian central and state governments remain a significant part of the Indian economy as producers, consumers and regulators. Although we believe that the process of economic liberalization will continue, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could adversely affect business and economic conditions in India generally and our business in particular.

For instance in April 2007, the Government of India announced a number of changes in its policy relating to SEZs, including specifying a cap on land available for SEZs. The Government of India is currently considering making further changes in its SEZ policy. We currently have several facilities operating within SEZs and any adverse change in policy relating to SEZs could affect our profitability.

We operate in jurisdictions that impose transfer pricing and other tax related regulations on us, and any failure to comply could materially and adversely affect our profitability.

We are required to comply with various transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax rates and consequently affect our net margins. Additionally, we operate in several countries and our failure to comply with the local tax regime may result in additional taxes, penalties and enforcement actions from local authorities. In the event that we do not properly comply with transfer pricing and tax-related regulations, our profitability may be adversely affected. The Finance Act 2012 extended the applicability of transfer pricing regulations to domestic transactions entered into with related parties and certain specified transactions.

Taxation laws are susceptible to frequent change. In India, changes in taxation law are announced on an annual basis in February, when the Union Budget is presented. These changes in law may affect the accuracy of our estimated tax obligations, or the obligations of holders of our equity shares and ADSs.

Terrorist attacks or a war could adversely affect our business, results of operations and financial condition.

Terrorist attacks, such as the attacks on November 29, 2008 and July 13, 2011 in Mumbai, India and other acts of violence or war have the potential to directly impact our clients. To the extent that such attacks affect or involve the U.S. or Europe, our business may be significantly impacted, as the majority of our revenue is derived from clients located in those regions. In addition, such attacks may make business travel more difficult, may make it more difficult to obtain work visas for many of our technology professionals who are required to work in the U.S. or Europe, and may effectively curtail our ability to deliver services to our clients. Such obstacles to business may increase our expenses and negatively affect the results of our operations. Furthermore, any terrorist attacks in India could cause a disruption in the delivery of our services to our clients, could have a negative impact on our business, personnel, assets and results of operations, and could cause our clients or potential clients to choose other vendors for the services we provide. Terrorist threats, attacks or war could also delay, postpone or cancel our clients’ decisions to use our services.

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The markets in which we operate are subject to the risks of earthquakes, floods and other natural disasters, the occurrence of which could cause our business to suffer.

Some of the regions that we operate in are prone to earthquakes, hurricanes, tsunamis, flooding and other natural disasters. In the event that any of our business centers are affected by such disasters, we may sustain damage to our operations and properties, suffer significant financial losses and be unable to complete our client engagements in a timely manner, if at all. Further, in the event of a natural disaster, we may also incur costs in redeploying personnel and property. In addition, if there is a major earthquake, as occurred in Japan in March 2011, a flood, as occurred in Thailand in July 2011, or other natural disaster in any of the locations in which our significant clients are located, we face the risk that our clients may incur losses or sustained business interruption which may materially impair their ability to continue their purchase of our products or services. A major earthquake, flood or other natural disaster including as a result of climate changes in the locations in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.

South Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries, including between India and Pakistan. There have been military confrontations between India and Pakistan in the Kashmir region and along the India-Pakistan border. The potential for hostilities between the two countries is high due to recent terrorist activities in India and the aggravated geopolitical situation. Both countries have initiated active measures to reduce hostilities. Military activity or terrorist attacks in the future could harm the Indian economy by disrupting communications and making travel more difficult. Such political tensions could create a greater perception that investments in Indian companies involve a higher degree of risk. This, in turn, could have a material adverse effect on the market for the securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.

Indian law limits our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.

Indian law constrains our ability to raise capital outside of India through the issuance of equity or convertible debt securities. Generally, any foreign investment in, or an acquisition of, an Indian company requires approval from relevant government authorities in India, including the Reserve Bank of India. However, subject to certain exceptions, the Government of India currently does not mandate prior approvals for IT companies such as ours. If we are required to seek the approval of the Government of India and the Government of India does not approve the proposed investment or implements a limit on the foreign equity ownership of IT companies, our ability to seek and obtain additional equity investment by foreign investors will be limited. In addition, these restrictions, if applied to us, may prevent us from entering into a transaction, such as an acquisition by a non-Indian company, which would otherwise be beneficial for our Company and the holders of our equity shares and ADSs.

Our ability to acquire companies organized outside India depends on the approval of the Government of India. Our failure to obtain approval from the Government of India for the acquisition of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

The Ministry of Finance of the Government of India and/or the Reserve Bank of India must approve our acquisition of any company organized outside of India or grant general or special permission for such acquisition. The Reserve Bank of India permits acquisitions of companies organized outside India by an Indian party without approval in the following circumstances:

• if the transaction consideration is paid in cash, up to 400% of the net worth of the acquiring company; or

• if the acquisition is funded with cash from the acquiring company’s existing foreign currency accounts or with cash proceeds from the issue of ADRs or Global Depositary Receipts (“GDRs”).

We cannot assure you that any necessary approval from the Reserve Bank of India or the Ministry of Finance or any other Government agency can be obtained. Our failure to obtain such approvals from the Government of India for acquisitions of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

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It may be difficult for you to enforce any judgment obtained in the U.S. against us, our directors or executive officers or our affiliates.

We are incorporated under the laws of India and many of our directors and executive officers reside outside the U.S. A substantial portion of our assets and the assets of many of these persons are also located outside the U.S. As a result, you may be unable to effect service of process upon us outside of India or upon such persons outside their jurisdiction of residence. In addition, you may be unable to enforce against us in courts outside of India, or against these persons outside the jurisdiction of their residence, judgments obtained in courts of the U.S., including judgments predicated solely upon the federal securities laws of the U.S.

We have been advised by our Indian counsel that the U.S. and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the U.S. on civil liability, whether or not predicated solely upon the federal securities laws of the U.S., would not be enforceable in India. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the U.S. The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.

The laws of India do not protect intellectual property rights to the same extent as those of the U.S., and we may be unsuccessful in protecting our intellectual property rights. Unauthorized use of our intellectual property may result in development of technology, products or services which compete with our products. We may also be subject to third-party claims of intellectual property infringement.

Our intellectual property rights are important to our business. We rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. However, we cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property. Furthermore, the laws of India do not protect proprietary rights to the same extent as laws in the U.S. Therefore, our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.

The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenue and increase our expenses. The competitive advantage that we derive from our intellectual property may also be diminished or eliminated. We may need to litigate to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and costly. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights increases, we believe that companies in our industry will face more frequent infringement claims. Defending against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our company. Also, there can be no assurance that, as our business expands into new areas, we will be able to independently develop the technology necessary to conduct our business or that we can do so without infringing on the intellectual property rights of others.

Although we believe that our intellectual property rights do not infringe on the intellectual property rights of any other party, infringement claims may be asserted against us in the future. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products that contain the infringing technology. We may be unable to develop non-infringing technology or to obtain a license on commercially reasonable terms, or at all. Further, we may be required to provide indemnification to clients for third-party breaches of intellectual property pursuant to our contracts with such parties.

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Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.

Since we provide services to clients throughout the world, we are subject to numerous, and sometimes conflicting, legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, anti-corruption, whistle blowing, internal and disclosure control obligations, data protection and privacy and labor relations and certain regulatory requirements that are specific to our client’s industry. Non-compliance with these regulations in the conduct of our business could result in fines, penalties, criminal sanctions against us or our officers, disgorgement of profits, prohibitions on doing business and adverse impact to our reputation. Gaps in compliance with these regulations in connection with the performance of our obligations to our clients could also result in exposure to monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Many countries also seek to regulate the actions that companies take outside of their respective jurisdictions, subjecting us to multiple and sometimes competing legal frameworks in addition to our home country rules. Due to the varying degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights. We could also be subjected to risks to our reputation and regulatory action on account of any unethical acts by any of our employees, partners or other related individuals.

We have more than 30,000 employees located outside India. We are subject to risks relating to compliance with a variety of national and local laws including multiple tax regimes, labor laws, and employee health, safety, wages and benefits laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by current or former employees individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law or other alleged conduct. We may also, from time to time, be subject to litigation resulting from claims against us by third parties, including claims of breach of non-compete and confidentiality provisions of our employees’ former employment agreements with such third parties or claims of breach by us of their intellectual property rights. Our failure to comply with applicable regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.

Further, the Company is subject to the new Indian Companies Act, 2013, which is replacing the prior Indian Companies Act, 1956. However, the implementation of the new legislation has been slow, uneven and inconsistent. It is unclear where case law and practice will evolve, so we cannot predict the costs of compliance, or impact or burden on our resources. In addition, many of the provisions of the previous Companies Act, 1956 also continue to be applicable and both legislations are concurrently in operation until the Companies Act, 2013 is completely effective and enforced.

Risks Related to the ADSs

Sale of our equity shares may adversely affect the prices of our equity shares and ADSs.

Sale of substantial amounts of our equity shares in the public market, including sales by insiders, or the perception that such sales may occur, could adversely affect the prevailing market price of our equity shares or our ADSs or our ability to raise capital through an offering of our securities. In the future, we may also sponsor the sale of shares currently held by some of our shareholders, or issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or ADSs prevailing from time to time.

The Government of India has recently notified implementation of the Depository Receipts Scheme, 2014, which permits liberalized rules for sponsored and unsponsored secondary market issue of depository receipts up to the sectorial cap of foreign investment as per the prescribed regulations. This scheme is subject to guidelines and regulations to be enacted by the regulators like Reserve Bank of India, Ministry of Corporate Affairs, Ministry of Finance and Securities and Exchange Board of India. Once the regulations are fully notified, our shares can be freely convertible into depository receipts, which would impact the share price and available float in Indian as well as the price and availability of ADSs on NYSE.

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Indian law imposes foreign investment restrictions that limit a holder’s ability to convert equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.

Under certain circumstances, the Reserve Bank of India must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The Reserve Bank of India has given general permission to effect sales of existing shares or convertible debentures of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain additional approval from the Reserve Bank of India for each transaction. Required approval from the Reserve Bank of India or any other government agency may not be obtained on terms which are favorable to a non-resident investor or may not be obtained at all.

Investors who exchange ADSs for the underlying equity shares and are not holders of record will be required to declare to us details of the holder of record, and the holder of record will be required to disclose the details of the beneficial owner. Any investor who fails to comply with this requirement may be liable for a fine of up to Rs. 1,000 for each day such failure continues. Such restrictions on foreign ownership of the underlying equity shares may cause our ADSs to trade at a premium or discount to the equity shares. Such restrictions may change in the future, including by the recently approved Depository Receipt Scheme, 2014, and may affect the trading value of our ADSs relative to our equity shares.

Our stock price continues to be volatile.

Our stock price is affected by factors outside our control. Such volatility could negatively impact the perceived value and stability of our ADSs. Further, the Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of their listed securities. The Indian stock exchanges, on which our equity shares are listed, including the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), have experienced problems that, if they continue or reoccur, could affect the market price and liquidity of the securities of Indian companies, including our shares. These problems in the past included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on market sentiment.

Also, regulation and monitoring of the Indian securities markets and the activities of investors, brokers and other participants, may differ as compared to that of the U.S. SEBI has prescribed regulations and guidelines in relation to disclosure requirements, insider dealing and other matters relevant to the Indian securities market. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in the U.S.

The price of our ADSs and the U.S. dollar value of any dividends we declare may be negatively affected by fluctuations in the U.S. dollar to Indian rupee exchange rate.

Our ADSs trade on the NYSE in U.S. Dollars. Since the equity shares underlying the ADSs are listed in India on the BSE and the NSE and trade in Indian Rupees, the value of the ADSs may be affected by exchange rate fluctuations between the U.S. Dollar and the Indian Rupee. In addition, dividends declared, if any, are denominated in Indian Rupees, and therefore the value of the dividends received by the holders of ADSs in U.S. Dollars will be affected by exchange rate fluctuations. If the Indian Rupee depreciates against the U.S. Dollar, the price at which our ADSs trade and the value of the U.S. Dollar equivalent of any dividend will decrease accordingly.

Our ADSs have historically traded at a significant premium to the trading prices of our underlying equity shares on Indian stock exchanges, but may not continue to do so in the future.

Historically, our ADSs have traded at a premium to the trading prices of our underlying equity shares on Indian stock exchanges due to the relatively small portion of our market capitalization represented by ADSs, restrictions imposed by Indian law on the conversion of equity shares into ADSs, and the potential preference of some investors to trade securities listed on U.S. exchanges. The completion of any additional secondary ADS offering will increase the number of our outstanding ADSs. Further, the restrictions on the issuance of ADSs imposed by Indian law may be relaxed in the future, including by the recently effective Depository Receipts Scheme, 2014. Over a period of time, investor preferences may also change. Therefore, the historical premium of our ADSs as compared to the trading prices of our underlying equity shares on Indian stock exchanges may be reduced or eliminated.

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Negative media coverage and public scrutiny may adversely affect the prices of our equity shares and ADSs.

Media coverage, including social media coverage such as blogs, of our business practices, employees, policies and actions has increased dramatically over the past several years. Any negative media coverage, regardless of the accuracy of such reporting, may have an initial adverse impact on our reputation and investor confidence, resulting in a decline in the share price of our equity shares and our ADSs.

Holders of ADSs are subject to the Securities and Exchange Board of India’s Takeover Code with respect to their acquisitions of ADSs or the underlying equity shares, and this may impose requirements on such holders with respect to disclosure and offers to purchase additional ADSs or equity shares.

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”) is applicable to publicly listed Indian companies such as Wipro and to any person acquiring our equity shares or voting rights in our company, including ADSs.

Under the Takeover Code, persons who acquire 5% or more of the shares of a company are required, within two working days of such acquisition, to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed.

Additionally, holders of 5% or more of the shares or voting rights of a company who acquire or dispose of shares representing 2% or more of the shares or voting rights of the company must disclose, within two working days of such transaction their revised shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required even if the transaction is a sale which results in the holder’s ownership falling below 5%. The Takeover Code may also impose conditions that discourage a potential acquirer, which could prevent an acquisition of our company in a transaction that could be beneficial for our equity holders.

An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may thereby suffer dilution of his or her equity interest in us.

Under the Indian Companies Act, 2013, a company incorporated in India must offer its holders of equity shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless such preemptive rights have been waived by three-fourths of the shares voting on the resolution to waive such rights. Holders of ADSs may be unable to exercise preemptive rights for the equity shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to prepare and file such a registration statement, and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the holders of ADSs to exercise their preemptive rights, and any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon the sale of such securities. To the extent that holders of ADSs are unable to exercise preemptive rights granted in respect of the equity shares represented by their ADSs, their proportional interests in the Company would be diluted.

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ADS holders may be restricted in their ability to exercise voting rights.

At our request, the Depositary will mail to you any notice of shareholders’ meeting received from us along with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives voting instructions from you prior to such shareholders’ meeting, relating to matters that have been forwarded to you, it will endeavor to vote the securities represented by your ADSs in accordance with such voting instructions. However, the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure that you will receive voting materials in time to enable you to return voting instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which will not be forwarded to holders of ADSs. Accordingly, you may not be able to participate in all offerings, transactions or votes that are made available to holders of our equity shares.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequence to U.S. holders.

Based on the current price of our ADSs and the composition of our income and assets, we do not believe that we are a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes for our current taxable year ended March 31, 2015. However, a separate determination must be made after the close of each taxable year as to whether we are a PFIC. We cannot assure you that we will not be a PFIC for any future taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held an equity share or an ADS, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. See “Taxation – Material U.S. Federal Tax Consequences – Passive Foreign Investment Company.”

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Item 4. Information on the Company

History and development of the Company

Wipro Limited was incorporated on December 29, 1945, as Western India Vegetable Products Limited under the Indian Companies Act, VII of 1913, which is now superseded by the Indian Companies Act, 2013 (“Companies Act, 2013”). We are a public limited company deemed to be registered under the Companies Act and are registered with the Registrar of Companies, Bangalore, Karnataka, India as Company No. 20800. In October 2000, we raised gross aggregate proceeds of approximately US$131 million in our initial U.S. public offering of our American Depositary Shares (“ADSs”) on the New York Stock Exchange. Our registered office is located at Doddakannelli, Sarjapur Road, Bangalore 560 035, and the telephone number of our registered office is +91-80-4672-6603. The name and address of our registered agent in the United States is CT Corporation System, located at 111 8^th Avenue, 13^th Floor, New York, New York 10011-5252.

We began business as a vegetable oil manufacturer in 1945 in Amalner, Maharashtra, India and later expanded into manufacturing soaps and other consumer care products. During the late 1970s and early 1980s, we further expanded into the IT industry in India. We began selling personal computers in India in 1985. In the 1990s, we leveraged our hardware expertise and also began offering software services to our clients. We are one of the pioneers of the Global Delivery Model. In March 2013, we completed the demerger of our non-IT business segments and we now focus solely on our IT business (the “Demerger”). Our headquarters are in Bangalore, India and we have operations in North America, Europe, Australia, Africa, Latin America and Asia.

Following the Demerger, our business comprises of the IT Services and IT Products segments. To align ourselves with industry trends, we elected to start providing our IT Services segment revenue and results by industry verticals beginning with the year ended March 31, 2014. For the fiscal year ended March 31, 2015, the IT Services segment generated 93% of revenue and 102.3% of operating income. For the same period, the IT Products segment generated 7% of revenue and 0.4% of our operating income and (2.7)% of our operating income pertains to reconciling items.

We incurred total capital expenditure of Rs. 10,616 million, Rs. 8,913 million and Rs. 12,661 million during the fiscal years ended March 31, 2013, 2014 and 2015, respectively. These capital expenditures were primarily incurred on new software development facilities in India for our IT Services and IT Products businesses. As of March 31, 2015, we had contractual commitments of Rs. 1,262 million related to capital expenditures on construction or expansion of software development facilities. We currently intend to finance our planned construction and expansion entirely through our operating cash flows and through cash and investments held as of March 31, 2015.

There has not been any indication of any public takeover offers by third parties in respect of the Company’s shares or by the Company in respect of other companies’ shares during the last and current fiscal years.

Acquisitions

In the last three fiscal years, we have made several acquisitions, including the acquisition of Opus CMC, a leading US-based provider of mortgage due diligence and risk management services in January 2014 and the acquisition of ATCO I-Tek Inc., the provider of IT Services to ATCO Group, a leading Canadian global utilities and logistics company in August 2014. Please see Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding our acquisitions.

The Demerger of the Diversified Business

Effective as of March 31, 2013 (“Effective Date”), the consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) were demerged into Wipro Enterprises Limited, a company incorporated under the laws of India. The Demerger was effected pursuant to a scheme of arrangement approved by the High Court of Karnataka, Bangalore. Following the Effective Date, the Diversified Business is classified and presented in the Consolidated Financial Statements as discontinued operations. Please see Note 4 of the Notes to Consolidated Financial Statements for additional information regarding the treatment of discontinued operations and the Demerger.

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Industry Overview

IT Services

Enterprises are increasingly outsourcing their technology and IT services requirements to global IT services providers who can deliver high quality service on a global scale and at competitive costs. According to Gartner: Forecast: Enterprise IT Spending by Vertical Industry Market, Worldwide, 2013-2019, 1Q15 Update, worldwide IT Services spending in 2014 was $948 billion, a growth of 1.8% over the previous year. Global IT service providers offer a range of end to end software development, IT business solutions, research and development services, business process services, consulting and related support functions.

Over the past two decades, India has risen to become the leading destination for global IT services sourcing, business process services and research and development services. Global IT services providers, based in India, have a proven track record for providing business and technology solutions, offering a large, high quality and English-speaking talent pool and a friendly regulatory environment. These factors have facilitated the emergence of India as a global sourcing hub. The following are key factors contributing to the growth of India-based IT services providers:

• Global IT sourcing from India offers significant cost advantages as well as productivity gains on account of access to highly skilled and competent talent at lower wage costs. According to the National Association of Software and Service Companies (NASSCOM) Strategic Review Report 2015 (“NASSCOM Report”), India-based IT services providers have been able to maintain their cost competitiveness by deploying various cost control strategies including the delivery networks in Tier II/III cities, recruiting on college and university campuses as well as experienced professionals, and offsetting wage inflation with operational gains and productivity measures.

• India has a large, highly skilled and English-speaking talent pool. According to the NASSCOM Report, the IT – Business Process Management industry in India employed over 3.5 million software professionals as of March 31, 2015, making it one of the largest employers in the global IT services industry.

• Business favorable policy decisions of the Government of India have played an instrumental role in the development of robust IT and business process management (“BPM”) sectors in the country. The Software Technology Park (“STP”) Scheme and the Special Economic Zone Act also played a critical role in the emergence and development of the IT and BPM industries by providing incentives in the form of tax holidays.

• The IT industry in India has been the primary beneficiary of the deregulation in the telecom sector that has resulted in a rapid decline in the cost of international connectivity and improvement in reliable service level quality.

• India-based IT companies have proven their ability to deliver premium IT services and business process management that satisfy the requirements of international clients who adhere to exacting quality standards.

According to the NASSCOM report, revenues for fiscal year 2015 for the IT-BPM industry based in India is estimated to be US$146 billion, which would represent growth of approximately 13% over fiscal year 2014. According to the NASSCOM Report, IT export revenues from India, including hardware, are expected to have grown at a year-on-year rate of 12% in fiscal year 2015, driven by greater demands for social, mobile, analytics and cloud based solutions. While exports remain the focus area for the IT industry in India, the IT services market in India represents approximately 18% of the total business of India-based IT services industry and is also expected to be a key growth driver. According to the NASSCOM Report, the domestic Indian IT-BPM market is expected to have grown by 14%, growth rate that is faster than export markets in fiscal year 2015, driven largely by e-commerce.

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IT Products

While our focus is on being a strategic provider of IT services and the system integrator of choice, we also provide IT products as a complement to our IT services offerings. In the India and Middle East markets, we are a leading provider of system integration services where we provide a full suite of IT services and products. To fulfill system integration projects, we sell IT hardware and software licenses. The hardware products and software licenses sold are classified under the IT Products segment.

According to the NASSCOM Report, the hardware segment of the IT-BPM market in India is estimated to be $13.1 billion in fiscal year 2015 or 27% of the India IT-BPM industry. The key components of the hardware industry are servers, desktop, notebook and tablet computers, storage devices, peripherals, printers and networking equipment. Recent trends indicate a rising demand for tablet computers and weakening demand for desktop computers. Demand for storage equipment and IT security products has increased as more data is generated and stored.

Increased use of computing devices in education and consistent demand from enterprises are key factors driving the continued growth of this market. Additionally, the Government of India is promoting initiatives to provide low cost, affordable computing devices, which is expected to also fuel growth. Increased adoption of virtualization and cloud computing technologies, large-scale digitization and the increased importance of big data and analytics have also contributed to growth in the server and storage markets. Demand for networking equipment is increasing as businesses invest in expanding and upgrading their infrastructure and as market penetration of mobile devices, teleconferencing and voice over internet protocol increases.

Further, with the Government of India’s emphasis on smart cities, financial inclusion programs and the Digital India and Make-in-India campaigns, we foresee significant increases in IT investments by the public and private sector which will result in increased business opportunities for IT services and products in the medium to long term horizon.

Business Overview

We are one of the leading global IT services providers. We combine the business knowledge and industry expertise of our domain specialists and the technical knowledge and implementation skills of our delivery team in our development centers located around the world, including in India, the U.S., Europe, Australia, the Philippines and China. We develop and integrate solutions that enable our clients to leverage IT in achieving their business objectives at competitive costs. We use our quality processes and global talent pool to deliver “time to development” advantages, cost savings and productivity improvements.

Our IT Services business provides a range of IT and IT-enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, business process services, research and development and hardware and software design to leading enterprises worldwide. Our objective is to be a world leader in providing a comprehensive range of IT services to our clients. The markets we serve are undergoing rapid changes due to the pace of developments in technology, changes in business models and changes in the sourcing strategies of clients. On the technology front, digital transformation has changed the demand for IT services. Pressures on cost-competitiveness and an uncertain economic environment are causing clients to develop newer business models. Development of advanced technologies such as cloud based offerings, big data analytics, mobile applications and the emergence of social media are shifting the point of decision-making on IT sourcing within clients’ organization. We believe that these trends provide us with significant growth opportunities.

Our IT Products segment provides a range of third-party IT products, which allows us to offer comprehensive IT system integration services. These products include computing, storage, networking, security and software products, including databases and operating systems. We have a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises (“SMEs”) to large enterprises in all major industries. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals and honor our warranty and service obligations.

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Our Competitive Strengths

We believe that the following are our principal competitive strengths:

Comprehensive range of IT Services

We provide a comprehensive and integrated suite of IT solutions, including applications, infrastructure, engineering, cloud and mobility services, business process services, analytics and consulting. We have more than two decades of experience in product engineering, software development, re-engineering and maintenance, and provide managed IT support services to clients through our offshore development centers in India, several near-shore development centers located in regions closer to our clients’ offices and onsite at client premises. We believe that this integrated approach positions us to take advantage of key growth areas in enterprise solutions, including IT services data warehousing, implementation of enterprise package application software such as enterprise resource planning (“ERP”), supply chain management (“SCM”) and customer relationship management (“CRM”). In many large outsourcing deals, business process services are an integral part of the total services outsourced. Our ability to provide an integrated service offering combining business process services, application services and infrastructure services has proven to be a strong competitive advantage over other IT services providers and standalone BPM service providers.

Broad range of research and development services

Due to our strengths in research and development services, we are well positioned to benefit from the continuing increase in global research and development spending. We are one of the few major IT services companies in the world capable of providing an entire range of research and development services from concept to product realization. We are one of the largest independent third-party research and development service providers in the world, with over three decades of experience in electronic product design services. We have been rated number one in engineering and research and development services by Zinnov for the last five successive years. According to the NASSCOM Report, software products, engineering, and research and design services produced in India are estimated at US$24 billion in fiscal 2015. We provide IT services for designing, enhancing and maintaining platform technologies including servers and operating systems, communication subsystems, local area and wide area network protocols, optical networking systems, Internet protocol based switches, routers and embedded software. We also provide research, development and design services for software used in mobile phones, home or office appliances, medical devices, industrial automation and automobiles.

Global Delivery Model

Our Global Delivery Model leverages our global, regional and local near shore development centers and collaborative technologies to help us better serve our clients in this modern technology era. We were among the first India-based IT services companies to implement the Global Delivery Model as a method for delivering high quality services to international customers and currently about two thirds of our customers are serviced from two or more countries. Our Global Delivery Model allows us to utilize the best talent available, wherever it is located, to achieve the best financial and delivery results possible. Our Global Delivery Model provides our customers with the following key benefits:

• 24 hour capabilities across multiple time zones;

• highly skilled technology professionals;

• cost competitiveness across geographic regions;

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• uninterrupted service delivery through multi-location redundancy; and

• an integrated workflow based system with reusable tools and knowledge management.

Our near-shore development centers cover multiple locations in the U.S. and U.K., with our largest U.S. center located in Atlanta. Other locations in the Americas include Mexico City, Cautitlan and Monterrey in Mexico; Buenos Aires in Argentina; Curitiba and Sao Paulo in Brazil; and Mississauga, Brantford and Calgary in Canada. Delivery Centers in Europe include Renne and Paris in France; Nuremburg, Munich and Meerbusch in Germany; Hoofddorp and Eindhoven in the Netherlands; Shannon in Ireland; Maia in Portugal; Bucharest and Timisoara in Romania; Warsaw and Gdansk in Poland; Lustenau in Austria; Budapest in Hungary; and Espoo, Oulu and Tampere in Finland. Delivery centers in the Asia-Pacific region and the Middle East, excluding India, include Singapore, Darul Ehsan in Malaysia; Cebu and Manila in the Philippines; Yokohama in Japan; Shanghai and Chengdu in China; Melbourne, Parramatta and Adelaide in Australia; Khobar in Saudi Arabia; and Dubai in the United Arab Emirates.

Our Global Delivery Model is based on:

• New technology platforms for collaborative application lifecycle management, enterprise crowdsourcing, IT optimization and transformation and integrated IT services;

• Worldwide delivery capabilities that leverage our global delivery centers, regional delivery centers and local delivery centers;

• Innovative use of open-source technologies that can reduce costs and shrink development timelines; and

• Next-Generation (“Next-Gen”) delivery practices that include delivering business value and utilizing local talent and modern process implementations, quality assurance programs and innovation centers.

Through our globally connected delivery centers and depth of capabilities, we have accelerated the speed to market our solutions.

Ability to access, attract and retain skilled IT professionals

We have near-shore development centers in the Americas, Europe, China and the Philippines which help us in attracting and retaining local talent in these geographies. We have been hiring MBA and engineering graduates from major universities in the U.S. and Europe which is helping us to expand our local footprint in these geographies. In India, we partner with leading universities to offer to our non-engineering talent pool a program that combines classroom education with on-the-job training towards a Master’s degree in software engineering. As of March 31, 2015, we employed over 140,000 employees in our IT Services business.

We believe that our ability to retain highly skilled personnel is enhanced by our leadership position in the industry, ability to offer opportunities to work with cutting edge technologies and our focus on training and compensation. We offer learning opportunities to our personnel aimed at developing and refining their professional skills. We offer a breadth of online, classroom and consortium based learning programs in technical, domain and leadership space. In addition, we offer the Integrated Talent Management System, a learning platform which offers our workforce access to learning resources at anytime from any location. Our innovative variable and performance linked compensation programs are important in attracting and retaining qualified personnel. We also grant Restricted Stock Units (“RSUs”) to employees in managerial and senior managerial levels.

Strong brand recognition

Wipro is a global information technology consulting and outsourcing company serving over 1,000 clients in over 175 cities across 6 continents. Today, the Wipro brand is recognized globally for its comprehensive portfolio of services, a practitioner’s approach to delivering innovation and an organization-wide commitment to sustainability.

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In 2015, Wipro was recognized as a global leader in the software & service category of the Dow Jones Sustainability World Indices for the fifth year in a row. Wipro was also named as one of the World’s Most Ethical Companies by Ethisphere Institute for the fourth successive year. Today we are a trusted partner of choice for global businesses looking for technology interventions. We enhance the value of our brand through aggressive digital marketing campaigns, participating in global events in the space of future technologies, showcasing our technology prowess through our Technovation Centre, maintaining thought leadership through publications, forging relationships with Global Alliances partners and establishing close engagement with industry analysts and leaders.

Our Business Strategy

Our goal is to drive industry leading growth that is sustainable and profitable across our business segments. The Wipro strategy is based on our vision to serve our customers and address both their “Run” and “Change” needs. Thus our strategy is focused on helping customers transform both the Run and Change facets of their businesses.

The Run strategy is focused on helping clients achieve significant efficiencies in their core operations through driving significant hyper-automation, driving business outcomes through integrated services deployment and building IP assets and capabilities, while the Change strategy is focused on helping clients go digital in the new world.

Approach to driving Run strategy

Through the Run strategy, we aim to drive revenue growth in our core businesses through services and solutions.

Driving Agility & Efficiency

As part of the Run strategy we seek to maintain agility and increased efficiencies in our organization by continuously improving the manner in which we develop and deliver our IT services. We develop preconfigured solutions, standardized delivery tools, use Lean methodologies and technology-enabled tools using artificial intelligence to increase the speed and efficiency of our IT services and provide our clients with faster, more accessible and more cost effective IT solutions. Where specialized solutions are required, we believe that our experienced and highly trained personnel can identify problems, develop solutions and deliver those solutions in a more efficient and cost effective manner. By deploying experienced and highly trained personnel across our service and product delivery offerings, we intend to further increase our effectiveness and efficiency.

Driving the full service portfolio across industry verticals backed up by deep industry knowledge

We continue to build specialized industry expertise in key verticals and offer a broad range of IT services in each of these key industry verticals. We have invested and continue to invest significant resources in understanding and prioritizing our solutions in various industry verticals. Within these verticals, we invest in developing deep industry knowledge, understanding the information and technology needs of major industry leaders and leveraging available technologies to deliver effective solutions and products to our clients and potential clients. We also seek to meet all of the IT services needs of clients in these verticals with a broad range of specialized service offerings that are designed to address the industry specific issues and needs of our clients.

Approach to driving Change Strategy

Towards driving the digital agenda, we are building capabilities around Digital, Internet of Things (“IOT”), Open Source and Artificial Intelligence (“AI”) while scaling our practices in social, mobile, analytics and cloud (“SMAC”). To support this effectively, we have invested in building a world class ecosystem through a US$ 100 million corporate venture capital fund aimed at investing in cutting edge start-ups in Digital, IOT, Big data, Open source and AI. Industry and research partnerships will play a key role in driving ecosystem collaboration and will be a key priority. In addition we will continue to pursue selective acquisitions and investments.

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Acquisitions and investments are an important part of our corporate strategy to implement our Run and Change strategies. We believe our acquisition and investments program has the potential to further our strategic objectives, strengthen our competitive position, enhance our domain expertise and contribute to the growth and success of our company. In pursuing acquisitions and investments, we focus on opportunities where we can further develop our domain expertise, specific skill sets and our Global Delivery Model to maximize service and product enhancements and higher margins. We also use our acquisition and investments program to increase our presence in select geographies, increase our footprint in certain large customers and pursue select business opportunities. For example, we significantly increased our footprint in the United States and in the data center hosting business with the acquisition of Infocrossing, Inc., a then U.S. publicly listed company, in August 2007. In April 2011, we strengthened our presence in the energy, natural resources and utilities industry by acquiring the global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation. In January 2014, we acquired Opus CMC, a leading US-based provider of mortgage due diligence and risk management services. This acquisition has strengthened our mortgage solutions and outsourcing business and complemented our existing offerings in mortgage origination, servicing and secondary market. In August 2014, the Company acquired ATCO I-Tek Inc., the provider of IT services to ATCO Group, a leading Canadian global utilities and logistics company, which allows the Company to further strengthen its positions in these industries. We also make strategic minority investments in companies that operate in high-end and niche technology areas including cloud, open source, artificial intelligence, advanced analytics and internet of things. In May 2013, we entered into a strategic partnership and acquired a minority stake with Opera Solutions LLC, a leading global big data science company headquartered in Jersey City, New Jersey. Certain additional investments were made during the year ended March 31, 2015. In March 2015, we entered into a strategic partnership and acquired a minority stake with Drivestream Inc., a leading Oracle cloud application systems integrator. This partnership gives Wipro and Drivestream’s customers the ability to benefit from Drivestream’s market leading Oracle cloud HCM and Oracle cloud ERP solutions and our end-to-end Oracle services.

To enable effective implementation of the Run and Change strategies, we are making focused investments in brand building, creating the right organization structure, processes, technology and people. For example, we continue to aggressively build awareness of the Wipro brand name among clients and consumers. We believe we can retain and strengthen the international reputation of our brand by ensuring that our brand name is associated with our position as a market leader committed to high quality services. To achieve this objective, we intend to expand our marketing efforts with advertising campaigns and promotional efforts targeted to specific markets. As an IT services business, we seek to position ourselves as a strategic solutions provider that has the resources and capabilities to provide a comprehensive range of IT services.

Driving differentiation and leadership through our people

We believe that our employees are the backbone of our organization and a key differentiator in the global market for IT services and IT products. We are committed to recruiting and training highly skilled employees, service providers and leaders. Our aim is to build a best in class global leadership team and provide our employees with attractive opportunities for career enhancement and growth. We continue to design and implement processes and programs to foster people development, leadership development and skill enhancements among our global team. It is our aim to be a diverse global company that not only serves clients but also empowers our employees worldwide to increase their expertise beyond their industry peers.

Operating Segment Overview

Following the Demerger, our business comprises of the IT Services and IT Products segments. To align ourselves with industry trends, we elected to start providing our IT Services segment revenue and results by industry verticals beginning with the year ended March 31, 2014. Please see Note 31 of the Notes to Consolidated Financial Statements for additional information regarding our segments.

IT Services Overview

We are a leading provider of IT services to enterprises across the globe. We provide a range of IT and IT-enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design. We offer these services globally using our Global Delivery Model.

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The IT Services segment primarily consists of IT Service offerings to our customers organized by industry verticals as follows:

• Banking, Financial Services and Insurance (“BFSI”)

• Healthcare and Life Sciences (“HLS”)

• Retail, Consumer Goods, Transport and Government (“RCTG”)

• Energy, Natural Resources and Utilities (“ENU”)

• Manufacturing and High-Tech (“MFG”)

• Global Media and Telecom (“GMT”)

IT Services Offerings

Our service offerings in each of these strategic business units are aligned with the technology needs of our customers, which include applications, infrastructure, engineering, cloud and mobility services, business process services, analytics, digital transformation and consulting. Our key service offerings are outlined below:

• Business Application Services: Our Business Application Services offer integrated business solutions that span the application and technology landscape, from enterprise applications to security and testing. We help drive business innovation by integrating next generation technology into the enterprise IT landscape. Our services focus on employing the most advanced technologies, ensuring agility and flexibility in responding to client needs, standardizing and streamlining processes, and maintaining high quality levels. Our solutions streamline business processes, maximize and extend the value of package applications, and offer secure IT operations. We aggregate cutting-edge applications to drive collaboration and e-commerce with customers through these key practices:

• Enterprise Application Services: Our Enterprise Application Services assist our customers’ transformation initiatives through Enterprise Resource Planning (“ERP”), Financial Management, Human Capital Management, Supply Chain Management, Customer Relationship Management and Application Management Services. We have strategic partnerships with many major ERP vendors, including Oracle and SAP, which enable us to provide tailored recommendations for the specific needs of our clients.

• Business Collaboration and Customer Experience: We provide solutions that enhance client loyalty, drive business sales and increase clients workforce effectiveness. Our business collaboration and client experience solutions facilitate collaboration and e-commerce between clients and their partners, suppliers, distributors and internally among our clients’ employees.

• Connected Enterprise Services: Our solutions like Encore (Next Gen Commerce Solution) enable businesses to engage customers, drive sales, enhance customer experience and create an integrated enterprise that delivers a consistent, omni-channel customer experience.

• Mobility Solutions: We provide mobile strategy consulting, mobile user interface design services, mobile application development and testing as well as mobile security and device management.

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• Enterprise Architecture: We assist clients in establishing the structure, processes and tools for improvements in technology governance and the metrics they need to measure the alignment of their IT landscape with their business goals. Our solution enablers called “Smarter Applications” accelerate the adoption of next generation architectures.

• Enterprise Security Solutions: We help enterprises to enhance their security strategies and information security with our comprehensive IT security services, including Risk Intelligence Center, Data Governance Center, Security Intelligence Center, Security Assurance Center and Security Management Center. Our solutions enhance performance and enable compliance programs to adapt with agility to constantly evolving business and IT risks.

• Testing Services: We deliver functional assurance, better quality and enhanced performance with our offerings like risk-based testing, cloud testing, lifecycle automation testing, business assurance, and ready to deploy tools. Our solutions help our clients deploy applications and products with greater cost savings and faster time to market.

• Open Source and SaaS Partnerships: We offer pre-built, integrated and validated application stacks of best-in-class open source products for enterprises like OpenApp Edge, OpenApp Connect, OpenApp Foundation, OpenApp Insights and OpenApp Experience. We also leverage commercial SaaS (Software-as-a-Service) solutions in partnership with industry leaders such as Salesforce.com, Workday and NetSuite.

• Wipro Digital: Wipro Digital delivers large scale user-centered digital transformation programs across multiple industry segments. Working at the intersection of strategy, design and technology, Wipro Digital focuses on insight-interaction-integration strategy to simplify and amplify user experience; thus driving innovation for clients. Our approach to Customer Journey Engineering^TM solves the challenges and unlocks opportunities for our clients moving from defining customer experience to engineering customer journeys. Wipro Digital combines design expertise with deep industry and technology experience to create customer experiences by offering an end-to-end capability, from the front-office to the back-office, encompassing the internet of things (“IOT”), cognitive computing, data sciences, open source and other enabling technologies and platforms required for the consumer’s digital lifestyle. Furthermore, as consumers change their behaviors faster than firms can adapt, Wipro Digital brings a new way of working to clients, one that is agile, adaptive, iterative and multi-disciplinary.

• Global Infrastructure Services: Our Global Infrastructure Services (“GIS”) provide end to end IT infrastructure and outsourcing services globally to customers across 60 countries. This suite of technology infrastructure services includes data centers, end-user computing solutions, networks, managed services, business advisory services and integrated cloud services, including review and analysis for cloud amenability, cloud-based IT infrastructure, as well as assurance, monitoring and management for cloud services and Global System Integration. As one of the pioneers in infrastructure management services, we are one of the fastest-growing providers of IT infrastructure and outsourcing services in the world, enabling customers to do business better by enabling innovation via standardization and automation, serving more than 700 clients with a global team of over 32,000 professionals backed by our network of 14 data centers spread across the US, Europe and the Asia-Pacific region.

• The Product Engineering Services Group: Our Product Engineering Services Group (“PES”) provides comprehensive research and development services to facilitate breakthrough product and service transformations across all major industry verticals. Our specialized team of 14,000 engineers work with in-house innovation labs on various engineering research and development projects ranging from product strategy and proof of concept to product development, testing and compliance and outsourced manufacturing. Over the years, PES has added value to product engineering at numerous global corporations by building innovative customer experiences, personalizing products for new markets, integrating next-generation technologies, facilitating faster time-to-market, and ensuring

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global product compliance. The group is making significant developments in new age technology paradigms such as the IOT, cloud platforms, virtualization, smart devices, gesturing technology and artificial intelligence.

• Wipro Analytics: Wipro Analytics addresses all aspects of artificial intelligence, machine learning, advanced analytics, data and information management and big data platforms. It provides solutions and services across these themes enabling clients to make informed business decisions. Our service offerings include:

• Data Platform Engineering – Data Platform Engineering is focused on delivering online or connected services in the areas of Internet Scale Application, Data Platforms, cognitive platforms and High Performance Computing solutions. It builds complete solutions in the areas of large scale service delivery systems, Big Data systems and real-time low latency engineered systems for IOT, Trading, Advertising and other industrial applications – either via on premise or cloud based platforms. It also builds and delivers products such as the Big Data as a Service to drive non-linear revenues.

• Big Data Analytics – Big Data Analytics creates and delivers analytical platforms and solutions which help organizations make forward looking decisions in real-time or near-real time. This practice utilizes open source platforms like Hadoop, No-SQL database and real-time streaming technologies to build the next generation information foundation. It builds the data science layer which specializes in areas of predictive & prescriptive analytics leveraging statistical modelling, machine learning and AI techniques to provide decision engineering capabilities.

• Data Warehousing & Appliances and CXO Services – Data Warehousing and Appliances focuses on providing solutions and services in the creation of enterprise-wide data warehouses and operational data platforms leveraging Data Appliances and traditional Relational Databases. CXO services is chartered with creating innovative business solutions addressing the CXOs.

• Information Management – Information Management offers the full suite of tools and technologies across the value chain of data including Information Architecture & Strategy, Master Data Management (“MDM”), Information Life cycle Management, Data Quality, Data Migration and Data Integration.

• Business Intelligence – Business Intelligence (“BI”) focuses on providing actionable insights using BI tools and interactive reports to help decision makers make informed decisions, identify new business opportunities and create sustainable competitive advantage.

• Business Process Services (formerly referred to as Business Process Outsourcing): Our Business Process Services (“BPS”) enable clients to improve their processes, reduce costs and create economies of scale. We offer customized service offerings that translate into flexible and cost effective services of the highest quality for our customers. We are uniquely positioned to service customer requirements by leveraging our quality and innovation, talented employees, self-sustaining process framework and domain knowledge. We have invested in business operations platforms driven by analytics, pre-built process libraries, business design and process management components to enable us to help our customers effectively manage their business operations. In many large outsourcing deals, BPS is an integral part of the total services outsourced. Integrating BPS into our portfolio of service offerings has provided us with a strong competitive advantage over other stand-alone IT services providers. Our service offerings include:

• customer interaction services, such as IT-enabled customer services, marketing services, technical support services and IT helpdesks;

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• finance and accounting and procurement services, such as accounts payable and accounts receivable processing; procure to pay and managed procurement services;

• process improvement services that provide benefits of scale for repetitive processes like claims processing, mortgage processing and document management;

• knowledge process outsourcing services which involve high-end knowledge work on intellectual property, equity and finance, analytics, market research and data management; and

• process transformational offerings, such as automated chats and e-mails, speech analytics and interactive voice response based voice solutions.

• Consulting: Wipro Consulting Services (“WCS”) helps organizations enhance business effectiveness through operational excellence, derive value through technology-enabled transformation and face tomorrow’s challenges. We offer these business-focused, function-driven and technology-enabled transformations by drawing on industry best practices, our deep industry expertise and our Global Delivery Model. We deliver solutions that are measurable, implementable and customized to client’s requirements.

We deliver value to clients through six industry leading consulting practices: Finance and Accounting, Governance, Risk and Compliance, Human Resources and Business Change Management, Industry Services, Process Excellence and Value Chain Management. Our consultants are based across North America, Western Europe, India, the Middle East, Africa and the Asia-Pacific Region. We offer end-to-end 360 degree services, from strategy to design to implementation, combining the benefits of proximity and global leverage.

IT Services Clients

We provide IT software solutions to clients from a broad array of industry sectors. Several of our clients engage our services across multiple service offerings. We seek to increase business with our existing clients by expanding the type and range of services we can provide to them. The table below sets forth the number of our client project engagements as measured by revenues.

	Number of clients in
Per client revenue(US$)	Year ended March 31, 2013		Year ended March 31, 2014		Year ended March 31, 2015
1-3 million		199		223		231
3-5 million		78		58		80
>5 million		213		220		231
Total > 1 million		490		501		542

The largest client of our IT Services business accounted for 3%, 4% and 4% of revenues from the IT Services business as a whole for the years ended March 31, 2013, 2014 and 2015. The five largest clients of our IT Services business accounted for 13%, 14% and 13% of our total IT Services revenues for the years ended March 31, 2013, 2014 and 2015, respectively.

IT Services Sales and Marketing

We sell and market our IT services through our direct sales force. Our sales operations are global so we can satisfy the requirements of global enterprises. Our sales efforts are complemented by our marketing team, which assists in brand building and other corporate and field-level marketing efforts.

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Sales: We believe that the customer always comes first. We believe we can achieve higher levels of client sales and client satisfaction by structuring ourselves based on the following key elements:

• Client Relationship: We have designated global client partners that have primary responsibility for the client relationship, providing single-person accountability and single-person sales responsibility.

• Industry Focus: Our sales teams are dedicated to a specific industry segment and often have significant experience and training in their industry.

• Proactive Solutions: We have a consulting-led approach to sales where our sales teams provide proactive solutions to prospective clients rather than only offer our software services capabilities.

• Geographic Focus: Our sales teams are dedicated to a specific country or region to increase our knowledge of the local business culture, anticipate prospective and existing client needs and increase our market penetration.

Marketing: Our marketing organization complements our sales teams by:

• Building on our brand as a global leader in consulting and IT services;

• Positioning our brand with clients as a thought leader and a solution provider that deploys innovative techniques to solve difficult as well as day-to-day problems; and

• Participating in industry events which drive sales by showcasing our services, products and strategic alliances.

IT Services Competition

The market for IT services is highly competitive and rapidly changing. Our competitors in this market include consulting firms and global IT services companies such as Accenture, IBM Global Services, Cognizant Technology Solutions Corporation, Tata Consultancy Services and Infosys Limited.

These competitors are located internationally as well as in India. We expect that competition will further increase and will potentially include companies from other countries that have lower personnel costs than in India. A significant part of our competitive advantage has historically been a wage cost advantage relative to companies in the United States and Europe. Since wage costs in India are presently increasing at a faster rate than those in the United States, our ability to compete effectively will increasingly become dependent on our ability to provide high quality, on-time and complex deliverables that depend on our technical expertise. We also believe that our ability to compete will depend on a number of factors not within our control, including:

• the ability of our competitors to attract, retain and motivate highly skilled IT services professionals;

• the extent to which our international competitors expand their operations in India and benefit from the favorable wage differential;

• the price at which our competitors offer their services; and

• the extent to which our competitors can respond to a client’s needs.

We believe we compete favorably with respect to each of these factors and distinguish ourselves through consistently providing quality leadership, our ability to create client loyalty and our expertise in select targeted markets.

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IT Services Industry Verticals

The IT Services segment primarily consists of IT Service offerings to our customers organized by industry verticals as follows:

• Banking, Financial Services and Insurance (“BFSI”): BFSI is our biggest industry vertical in terms of revenue and includes clients in the banking, insurance and securities and capital market industries. Our banking practice has partnered with many of the world’s leading banks. Our insurance practice has been instrumental in delivering success for our Fortune 100 insurance clients through our solutions accelerators, intellectual property, end-to-end consulting services and flexible global delivery models. We have partnered with leading investment banks and stock exchanges worldwide, providing state-of-the-art technology solutions, to address business priorities including operational efficiency, cost optimization, revenue enhancement and regulatory compliance.

• Manufacturing and High-Tech (“MFG”): We provide IT Services across the entire manufacturing ecosystem. We offer a range of solutions across various domains including process manufacturing and Industrial & General Manufacturing and High-Tech industries. We provide strategic business and technology solutions and advise customers on business process optimization and engineering such as Supply Chain Management (“SCM”), Product Lifecycle Management (“PLM”) and Manufacturing Execution Solutions (“MES”). Our industry aligned business model gives us a deep understanding of our customers’ businesses to build industry specific solutions through our dedicated ‘Industry Centers of Excellence’ while our technology practices provide us the ability to keep our customers ahead on the ever-advancing technology curve through a catalog of technology solutions and frameworks. Our portfolio of services and solutions ranges from customized application development and integration to infrastructure management to business process services. We help our clients design intelligent customer experiences, implement intuitive man-to-machine interactions, gain customer and industry insights using cloud, mobility and analytics, drive innovation using mobile devices and create autonomic customer-facing services.

• Global Media and Telecom (“GMT”): For the past two decades, we have offered services across the entire telecommunications and media value chain, serving network equipment providers, device vendors, service providers and content providers. We assist clients in dealing with the business changes arising from disruptions caused by new technologies, new enterprise and consumer services and shifting regulations.

• Retail, Consumer Goods, Transportation and Government (“RCTG”): We offer an integrated environment that allows organizations to model, optimize, forecast, budget, execute, manage and measure product and customer performance across the globe. We provide strong consumer-centric insight and project execution skills across retail, consumer goods, transportation and government industries. Our domain specialists work with customers to maximize value through technology investments.

• Energy, Natural Resources and Utilities (“ENU”): Our ENU industry vertical is strongly positioned to meet the evolving needs of clients in the oil and gas, utilities, mining, and engineering and construction industries globally. Our energy practice has helped clients, primarily in the oil and gas sectors, address complexity through solutions which can effectively collect data from oil wells to retail outlets, integrate different parts of the value chain to increase transparency and provide tools and solutions to effectively analyze data. We are a strategic partner for many of the world’s major oil and utility companies. We have also commenced engagements with some of the world’s largest mining companies. We help large utility firms manage assets, reduce operational costs and enhance revenue by improving customer satisfaction. We have leveraged our experience in oil and gas and utilities to provide comprehensive solutions to the mining and engineering and construction industries, and our acquisition of SAIC’s global oil and gas business unit in fiscal year 2012 has strengthened our capabilities and presence in this sector. More recently, in August 2014, we acquired ATCO I-Tek, the provider of IT services to ATCO Group, a leading Canadian global utilities and logistics company. We have expertise in domains such as consulting, program management, solution architecting and packaged delivery capability. We can assist our clients improve

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customer satisfaction, increase efficiency of service delivery and asset management, introduce smart solutions, and discover and integrate newer sources of energy. We are also helping our clients digitize and automate operations, create collaborative work environments, reduce the cost of exploration and extraction, and addressing the need for sustainable practices. We are also developing compliance solutions in the areas of health, safety, and security.

• Healthcare and Life Sciences (“HLS”): We offer a comprehensive portfolio of solutions and service offerings across payers, providers, e-health and government funded programs, bio pharmaceutical and medical devices segments. Our centralized, scalable and high quality software delivery capability coupled with our deep domain knowledge has helped us to provide innovative solutions which enable our clients to meet their business objectives of patient centricity, regulatory compliance, commercial effectiveness and revitalizing innovation. We have substantial experience in supporting global IT transformational initiatives, leading with our areas of traditional strength – infrastructure services, business process services and application services as well as new areas -mobility, analytics and domain based solutions.

IT Products

In order to offer comprehensive IT system integration solutions, we use a combination of hardware products, (including servers, computing, storage, networking, security) and related software products, (including databases and operating systems) and integration services. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals. Our range of third-party IT Products is comprised of Enterprise Platforms, Networking Solutions, Software Products, Data Storage, Contact Center Infrastructure, Enterprise Security, IT Optimization Technologies, Video Solutions and End-User Computing solutions.

IT Products Customers

We provide our offerings to enterprises in all major industries, primarily in the India and Middle East markets, including government, defense, IT and IT-enabled services, telecommunications, manufacturing, utilities, education and financial services sectors. We have a diverse range of customers, none of whom individually account for more than 10% of our overall IT Products segment revenues.

IT Products Sales and Marketing

We resell third-party enterprise products through our direct sales force. Our sales teams are organized by industry vertical. We use an integrated sales team approach that allows us to deliver a complete sales and delivery experience to the customer with a single point of accountability through designated global customer partners. Our global customer partners receive support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments.

IT Products Competition

The IT products market is a dynamic and highly competitive market. In the marketplace, we compete with both international and local providers. Our local competition comes from HCL and TCS, among others. Our international competitors include IBM, Dell and HP.

One of the major challenges we encounter is margin pressure due to competitive pricing. Achieving mindshare and market share in a crowded market place requires differentiated strategies on pricing, branding, delivery and products design. We believe we are favorably positioned based on our brand, quality leadership, expertise in target markets and our ability to create customer loyalty by delivering value to our customers.

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Markets and Sales Revenue

Following the Demerger, effective March 31, 2013, our business comprises of the IT Services and IT Products segments. To align ourselves with industry trends, we elected to start providing our IT Services segment revenue and results by industry verticals beginning with the year ended March 31, 2014. The IT Services segment information for the comparative period (year ended March 31, 2013) by industry class of customers is not restated to reflect the above change since the meaningful segregation of the data is impracticable. Our revenues for the last three fiscal years for the continuing operations are as follows:

	Year ended March 31,
	2013			2014			2015
	(in millions)
IT Services	Rs.	338,431		Rs.	399,509		Rs.	440,180
IT Products		39,238			38,785			34,006
Reconciling items		(787	)		(666	)		(1,004	)
	Rs.	376,882		Rs.	437,628		Rs.	473,182

Information by industry verticals for the IT Services segment for the years ended March 31, 2014 and 2015 are as follows:

	Year ended March 31,
	2014		2015
	(in millions)
IT Services segment
BFSI	Rs.	106,035	Rs.	115,505
MFG		74,423		80,303
GMT		55,105		61,050
RCTG		58,893		62,209
ENU		63,923		71,229
HLS		41,130		49,884
Total	Rs.	399,509	Rs.	440,180

Our revenues for the last three fiscal years by geographic areas for continuing operations are as follows:

	Year ended March 31,
	2013		2014		2015
	(in millions)
India	Rs.	48,472	Rs.	46,235	Rs.	45,814
Americas		172,461		200,343		227,328
Europe		99,639		120,868		124,523
Rest of the world		56,310		70,182		75,517
	Rs.	376,882	Rs.	437,628		473,182

Intellectual Property

Our intellectual property rights are important to our business. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. We require employees, independent contractors and, whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These confidentiality agreements generally provide that any confidential or proprietary information being developed by us or on our behalf be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our business be kept confidential by such third parties. However, our clients usually own the intellectual property in the software we develop for them.

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India has now complied with all World Trade Organization (“WTO”) requirements with respect to intellectual property protection, which means that India meets the international mandatory and statutory requirements regarding the protection of intellectual property rights. Nevertheless, our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products and/or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.

We could be subject to intellectual property infringement claims as the number of our competitors grows and our product or service offerings overlap with those of our competitors. In addition, we may become subject to such claims since we may not always be able to verify the intellectual property rights of third parties from which we license a variety of technologies. Defending against these claims, even if not meritorious, could be expensive and divert our attention from operating our company. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay substantial damage awards and be forced to develop non-infringing technology, obtain a license or cease selling the applications that contain the infringing technology. The loss of some of our existing licenses could delay the introduction of software enhancements, interactive tools and other new products and services until equivalent technology could be licensed or developed. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

As of March 31, 2015, our continuing operations held more than 500 registered trademarks including registered community trademarks in India, Japan, the United States, Malaysia and over 70 other countries. We also have 150 registered patents in various countries. We have approximately 428 patent applications and over 210 trademark applications pending for registration in various jurisdictions across the world.

Our continuing operations have more than 380 registrations completed with respect to WIPRO and the Flower logo trademarks in over 70 territories across the world (including Madrid Protocol countries) and more than 60 trademark applications pending registration in India, Vietnam, Malaysia, Singapore, Nepal, Sri Lanka and other countries. These overseas registrations also include our applications in the EU (via the Community Trade Mark).

Effect of Government Regulation on our Business

Regulation of our business by the Government of India affects our business in several ways. We benefit from certain tax incentives promulgated by the Government of India, including the export of IT services from Special Economic Zones (“SEZs”). As a result of this incentive, our operations have been subject to relatively lower Indian tax liabilities. The tax holiday for all of our Software Technology Parks and Export Oriented Units expired in fiscal year 2011. We have also benefited from the liberalization and deregulation of the Indian economy by successive Indian government administrations since 1991, including the current administration.

Indian laws also place additional restrictions on our business, including that we are generally required to obtain approval under the Factories Act and the Shops and Establishment Act, from the Reserve Bank of India and/or the Ministry of Finance of the Government of India to acquire companies organized outside India, and we are generally required, subject to some exceptions, to obtain approval from relevant government authorities in India in order to raise capital outside India or conduct other activities. We may also be required to obtain the approval of the Indian stock exchanges and/or the Securities and Exchange Board of India to take certain actions, such as the acquisition of, or merger with, another company. The conversion of our equity shares into ADSs is governed by guidelines issued by the Reserve Bank of India.

We are also subject to several legislative provisions relating to storage of explosives, environmental protection, pollution control, essential commodities and operation of manufacturing facilities. Noncompliance with these provisions may lead to civil and criminal liability or delays in obtaining approval from the requisite governmental authorities.

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Please see the section titled “Risk Factors” in Item 3, Key Information, as well as the section titled “Additional Information” in Item 10, for more information on the effects of governmental regulation on our business.

Organizational Structure

Our subsidiaries as of March 31, 2015 are listed in the table below:

Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
Wipro LLC (formerly Wipro Inc).			USA
	Wipro Gallagher Solutions Inc		USA
		Opus Capital Markets Consultants LLC	USA
	Infocrossing Inc.		USA
	Wipro Promax Analytics Solutions LLC (Formerly Promax Analytics Solutions Americas LLC)		USA
	Wipro Insurance Solution LLC		USA
Wipro Japan KK			Japan
Wipro Shanghai Limited			China
Wipro Trademarks Holding Limited			India
Wipro Travel Services Limited			India
Wipro Holdings (Mauritius) Limited			Mauritius
	Wipro Holdings UK Limited		U.K
		Wipro Information Technology Austria GmbH (Formerly Wipro Holdings Austria GmbH)(A)	Austria
		3D Networks (UK) Limited Wipro Europe Limited(A)	U.K U.K
		Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd)	U.K
Wipro Cyprus Private Limited			Cyprus
	Wipro Doha LLC#		Qatar
	Wipro Technologies S.A DE C. V		Mexico
	Wipro BPO Philippines LTD. Inc		Philippines
	Wipro Holdings Hungary Korlátolt Felelősségű Társaság		Hungary
	Wipro Technologies Argentina SA		Argentina
	Wipro Information Technology Egypt SAE		Egypt
	Wipro Arabia Limited*		Saudi Arabia
	Wipro Poland Sp Z.o.o		Poland
	Wipro IT Services Poland Sp. z o. o Wipro Promax Analytics Solutions Pty Ltd (formerly Promax Applications Group Pty Ltd)		Poland Australia
	Wipro Corporate technologies Ghana Limited		Ghana
	Wipro Technologies South Africa (Proprietary) Limited		South Africa
		Wipro Technologies Nigeria Limited	Nigeria

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Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
	Wipro Information Technology Netherlands BV		Netherland
		Wipro Portugal S.A.(A)	Portugal
		Wipro Technologies Limited, Russia	Russia
		Wipro Technology Chile SPA	Chile
		Wipro Technologies Canada Limited(A)	Canada
		Wipro Information Technology Kazakhstan LLP	Kazakhstan
		Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro IT Services Ukraine LLC Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C	Costa Rica Ireland Ukraine Norway Venezuela Peru
	Wipro Technologies SRL		Romania
	PT WT Indonesia		Indonesia
	Wipro Australia Pty Limited		Australia
		Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)(A)	Australia
	Wipro (Thailand) Co Limited		Thailand
	Wipro Bahrain Limited WLL		Bahrain
	Wipro Gulf LLC Wipro Technologies Spain S.L.		Sultanate of Oman Spain
Wipro Networks Pte Limited (formerly 3D Networks Pte Limited)			Singapore
	Wipro Technologies SDN BHD		Malaysia
Wipro Chengdu Limited			China
Wipro Airport IT Services Limited*			India

* All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited.

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^#  51% of the equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is held by the Company.

In addition, to the above entities, the Company controls “The Wipro SA Broad Based Ownership Scheme Trust” and ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD’ incorporated in South Africa.

^(A)  Step Subsidiary details of Wipro Information Technogoty Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A, Wipro Promax Holdings Pty Ltd and Wipro Technologies Canada Limited are as follows:

Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH)			Austria
	Wipro Technologies Austria GmbH		Austria
	New Logic Technologies SARL		France
Wipro Europe Limited (formerly SAIC Europe Limited)			U.K
	Wipro UK Limited		U.K
	Wipro Europe SARL		France
Wipro Portugal S.A.			Portugal
	SAS Wipro France		France
	Wipro Retail UK Limited		U.K
	Wipro do Brasil Technologia Ltda		Brazil
	Wipro Technologies Gmbh		Germany
	Wipro Do Brasil Sistemetas De Informatica Ltd		Brazil
Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)			Australia
	Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd)		Australia
Wipro Technologies Canada Limited			Canada
	Wipro Solutions Canada Limited (formerly ATCO I-Tek Inc.)		Canada

The list of controlled trusts are:

Name of entity	Nature	Country of Incorporation
Wipro Equity Reward Trust	Trust	India
Wipro Inc. Benefit Trust*	Trust	India

* Pursuant to the announcement issued as part of the press release on October 22, 2014, Wipro Inc. Benefit Trust sold all 1.8 million shares of Wipro Limited and the same is reflected in the consolidated financial statements for the year ended March 31, 2015.

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Property, Plant and Equipment

Our headquarters and corporate offices are located at Doddakannelli, Sarjapur Road, Bangalore, India. The offices are approximately 0.30 million square feet. We have approximately 1.31 million square feet of land adjoining our corporate offices for future expansion plans.

In addition, we have approximately 32.32 million square feet of land, including approximately 12.83 million square feet of owned software development facilities in India and over 4.60 million square feet of leased software development premises in India. We have approximately 2.03 million square feet of leased offices, software development and data center facilities in countries outside India, which includes approximately 0.98 million square feet at various locations in the Americas.

We incurred capital expenditures of Rs. 10,616 million, Rs. 8,913 million and Rs. 12,661 million during the fiscal years ended March 31, 2013, 2014 and 2015, respectively. These capital expenditures were primarily incurred on new software development facilities and IT assets in India for our IT Services and IT Products operating segments.

We have 59 sales/marketing offices, data centers, development and training centers in the Americas. In addition, we have 109 similar facilities located in the following regions: Europe, the Middle East, Africa and the Asia-Pacific region (other than India).

We have two manufacturing sites, which are approximately 0.2 million square feet and approximately 0.4 million square feet of land, respectively. We own one of these facilities, located in Pondicherry, India. We have taken the other facility located in Kotdwar, India on a long-term lease.

Our software development and manufacturing facilities are equipped with a world class technology infrastructure that includes networked workstations, servers, data communication links, captive power generators and other plants and machinery. We believe that our facilities are optimally utilized and that appropriate expansion plans are being developed and undertaken to meet our future growth.

Material Plans to Construct, Expand and Improve Facilities

As of March 31, 2015, we have capital commitments of Rs. 1,262 million (US$ 20.3 million) related to the construction or expansion of our software development facilities. We currently intend to finance our additional expansion plans entirely through our operating cash flows and through cash and investments held as of March 31, 2015.

Legal Proceedings

In the ordinary course of business, we may from time to time become involved in certain legal proceedings. As of the date of this Annual Report on Form 20-F, except as set forth below, we are not party to any pending legal proceedings whose resolution could have a material impact on our financial position.

As we have previously disclosed, the SEC has issued a formal order directing a private investigation by the Staff of the Enforcement Division of, among other things, issues relating to auditor independence, our internal financial controls and books and records, and the appropriateness of certain accounting entries pertaining to our exchange rate fluctuation and outstanding liability accounts. We continue to fully cooperate with the SEC’s investigation. The outcome of the SEC’s review of this matter is uncertain. Adverse determinations by the SEC could have a material adverse effect on us.

In the ordinary course of business, we receive tax assessment orders from various tax authorities. Please see the description of our tax proceedings before the Deputy Commission of Income Tax, Bangalore, India under the section titled “Income Taxes” under Item 5 of this Annual Report.

Item 4A. Unresolved Staff Comments

None.

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Item 5. Operating and Financial Review and Prospects

(in millions, except share data and where otherwise stated)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 20-F. This section and other parts of this Annual Report on Form 20-F contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to those discussed in the subsection entitled “Risk Factors” above.

Overview

We are a leading global information technology, or IT services company headquartered in Bangalore, India. We provide a comprehensive range of IT services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, technology infrastructure services, business process services, research and development and hardware and software design to leading enterprises worldwide. We use our development centers located around the world, quality processes and a global resource pool to provide cost effective IT solutions and deliver time-to-market and time-to-development advantages to our clients. We are an innovation-led, digital transformation partner built for today’s digital challenges, serving a diverse range of clients, from small and medium enterprises (“SME”) to large enterprises in all major industries.

While we focus on being a strategic provider of IT services and the system integrator of choice, we also provide a range of third-party IT products encompassing computing, storage, networking, security and software products, including databases and operating systems as a complement to our IT services offerings. In the India and Middle East markets, we are a leading provider of system integration services and we sell third-party IT hardware and software licenses to fulfill our system integration projects. The hardware products and software licenses sold are classified under the IT Products segment. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to fill existing orders and honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals.

Effective as of March 31, 2013, the consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) were demerged (the “Demerger”) into Wipro Enterprises Limited, a company incorporated under the laws of India. The Demerger was effected pursuant to a scheme of arrangement approved by the High Court of Karnataka, Bangalore. Following the effective date, the Diversified Business is classified and presented in the Consolidated Financial Statements as discontinued operations. Please see Note 4 of the Notes to Consolidated Financial Statements for additional information regarding the treatment of discontinued operations and the Demerger.

Trend Information

IT Services: Globally, enterprises are increasingly outsourcing their technology and IT services requirements to global IT services providers who can deliver high quality service across regions and at competitive costs. We expect cost pressures affecting enterprises will boost demand for IT Service providers who can provide efficient solutions that reduce overhead and fixed costs. However, the same cost pressures could limit our ability to raise prices. This, we believe, might result in heightened levels of competition among IT companies, particularly in the IT sourcing environment where there is a shift in favor of vendor consolidation, which may limit our ability to optimize pricing. However, we continuously strive to differentiate ourselves from the competition and sustain prices and profits by developing innovative service delivery models, providing better industry solutions, adopting new pricing strategies and demonstrating our value proposition to clients. We have been investing in intellectual property to develop automated IT solutions, self-healing tools and artificial intelligence engines that can be deployed for customers. We have invested in ServiceNXT™, our next generation integrated Managed Services framework that optimizes IT operations in applications, infrastructure and security domains. We have also acquired businesses to augment our existing services and capabilities.

Gross profit as a percentage of revenue in our IT Services segment for the year ended March 31, 2015 is 34.11%. We anticipate challenges in significantly improving our gross profits largely due to the following reasons:

• Our limited ability to increase prices;

• Increases in salaries, a cost which accounts for a major part of our expense line; and

• The impact of exchange rate fluctuations on our rupee realizations.

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In response to the increased competition in the market place for IT services and pressure on gross margins, we are focusing on:

• Investing in customer relationship teams to establish deeper client relationships and provide a wider range of services;

• Strengthening our delivery model;

• Developing cost containment initiatives and driving higher employee productivity;

• Increasing automation capabilities to reduce cost and efforts and investing in developing Intellectual Property;

• Aligning our resources to expected demand; and

• Increasing the utilization of our IT professionals.

IT Products: In our IT Products segment, we have experienced pricing pressures due to increased competition among IT companies. Large multinational corporations like IBM, HP and Dell have identified India as a key focus area. As previously indicated, effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers.

Our IT Products segment is subject to seasonal fluctuations. Our IT Products revenue is driven by the capital expenditure budgets and spending patterns of our clients, who often delay or accelerate purchases in reaction to tax depreciation benefits on capital equipment and macroeconomic factors.

Accordingly, our quarterly revenue, operating income and profit for the period have varied significantly in the past and we expect that they are likely to vary in the future. You should not rely on our quarterly operating results as an indication of future performance. Such quarterly fluctuations may have an impact on the price of our equity shares and ADSs.

Dividends: For the fiscal year ended March 31, 2015, we declared an interim dividend of Rs. 5 per share and recommended a final dividend of Rs. 7 per share, for a total dividend for the year of Rs. 12 per share. This is Rs. 4 per share more than the total dividend issued for the fiscal year ended March 31, 2014. For the fiscal year ended March 31, 2015, the dividend payout ratio (including the dividend distribution tax) will be in excess of 40%, an increase of approximately 10% from the dividend payout ratio for the previous year. Final dividends on common stock are recorded as a liability on the date of declaration by the stockholders and interim dividends are recorded as a liability on the date of declaration by the board of directors.

50

Results of Operations

Our revenue and profit from continuing operations for the years ended March 31, 2013, 2014 and 2015 are provided below.

	Wipro Limited and subsidiaries
	Years ended March 31,									Year on Year change
	2013			2014			2015			2014-13			2015-14
	(in millions except earnings per share data)
Revenue(1)	Rs.	376,882		Rs.	437,628		Rs.	473,182			16.12	%		8.12	%
Cost of revenue		(260,665	)		(295,488	)		(321,284	)		13.36	%		8.73	%
Gross profit		116,217			142,140			151,898			22.31	%		6.87	%
Selling and marketing expenses		(24,213	)		(29,248	)		(30,625	)		20.79	%		4.71	%
General and administrative expenses		(22,032	)		(23,538	)		(25,850	)		6.84	%		9.82	%
Operating income		69,972			89,354			95,423			27.70	%		6.79	%
Profit attributable to equity holders		61,362			77,967			86,528			27.06	%		10.98	%
As a Percentage of Revenue:
Selling and marketing expenses		6.42	%		6.68	%		6.47	%		(26	) bps		21	bps
General and administrative expenses		5.85	%		5.38	%		5.46	%		47	bps		(8	) bps
Gross margins		30.84	%		32.48	%		32.10	%		164	bps		(38	) bps
Operating Margin		18.57	%		20.42	%		20.17	%		185	bps		(25	) bps
Earnings per share
Basic		25.01			31.76			35.25
Diluted		24.95			31.66			35.13

⁽¹⁾  For the purpose of segment reporting, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 374,256, Rs. 434,269 and Rs. 469,545 for the years ended March 31, 2013, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

Following the Demerger, the Company’s continuing operations are organized by two operating segments: IT services and IT Products. Our IT Services segment primarily consists of IT Service offerings to our customers organized by industry verticals. Our revenue and segment results are as follows:

	Year ended March 31,
	2013			2014			2015
	(in millions)
Revenue:
IT Services	Rs.	338,431		Rs.	399,509		Rs.	440,180
IT Products		39,238			38,785			34,006
Reconciling items		(787	)		(666	)		(1,004	)
	Rs.	376,882		Rs.	437,628		Rs.	473,182
Segment results:
IT Services	Rs.	69,933		Rs.	90,333		Rs.	97,649
IT Products		990			310			374
Reconciling items		(951	)		(1,289	)		(2,600	)
	Rs.	69,972		Rs.	89,354		Rs.	95,423

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Information by industry verticals for the IT Services segment for the years ended March 31, 2014 and 2015 are as follows:

	Year ended March 31, 2014			Year ended March 31, 2015
	(in millions)			(in millions)
Revenue:
IT Services industry verticals
Banking, Financial Services and Insurance (“BFSI”)	Rs.	106,035		Rs.	115,505
Manufacturing and High-Tech (“MFG”)		74,423			80,303
Global Media and Telecom (“GMT”)		55,105			61,050
Retail, Consumer Goods, Transportation and Government (“RCTG”)		58,893			62,209
Energy, Natural Resources and Utilities (“ENU”)		63,923			71,229
Healthcare and Life Sciences (“HLS”)		41,130			49,884
	Rs.	399,509		Rs.	440,180
Segment Result:
IT Services industry verticals
Banking, Financial Services and Insurance (“BFSI”)	Rs.	24,153		Rs.	27,378
Manufacturing and High-Tech (“MFG”)		17,348			17,127
Global Media and Telecom (“GMT”)		11,569			13,574
Retail, Consumer Goods, Transportation and Government (“RCTG”)		13,012			13,190
Energy, Natural Resources and Utilities (“ENU”)		17,418			17,561
Healthcare and Life Sciences (“HLS”)		7,637			10,565
Others		—			583
Unallocated		(804	)		(2,329	)
	Rs.	90,333		Rs.	97,649

Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details regarding our operating segments.

Analysis of results

Results of operations for the years ended March 31, 2015 and 2014

Our revenue increased by 8.1%. This was driven primarily by a 10.2% increase in revenue from our IT Services segment and offset partially by a 12.3% decrease in revenue from our IT Products segment. The increase in IT Services revenues was driven by growth in our Healthcare and Life Sciences industry vertical, Energy, Natural Resources and Utilities industry vertical and Global Media and Telecom industry vertical, as well as depreciation of the Indian rupee against the U.S. dollar.

The table below gives our revenue by geographic segments for year ended March 31, 2014 and 2015:

	Percentage of revenues Year ended March 31,
Geographic Segments	2014			2015
India		11	%		10	%
Americas		46	%		48	%
Europe		28	%		26	%
Rest of the world		15	%		16	%

The geographical segmentation is based on consolidated reported revenues of IT Services and IT products segments in Indian rupee. The Americas refer to North and South America.

In absolute terms, cost of revenues increased by 8.7% primarily on account of increases in employee compensation due to rupee depreciation, salary increases, stock compensation awarded and increases in headcount during the year, and increase in subcontracting/technical fees/third party application fee.

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	Year ended March 31,				Year on Year
Cost of revenues	2014		2015		2015-14
Employee compensation		173,651		189,959		16,308
Raw materials, finished goods, process stocks and stores and spares consumed		30,685		27,604		(3,081	)
Subcontracting/technical fees/third party application		43,028		51,737		8,709
Travel		13,441		15,192		1,751
Depreciation, amortization and impairment charge		10,245		11,414		1,169
Repairs		9,747		10,131		384
Communication		4,681		4,414		(267	)
Rent		2,839		3,047		208
Others		7,171		7,786		615
Total		295,488		321,284		25,796

As a result of the foregoing factors, our gross profit as percentage of our total revenue from continuing operations decreased by 38 basis points (bps).

Our selling and marketing expenses as a percentage of total revenue decreased from 6.7% for the year ended March 31, 2014 to 6.5% for the year ended March 31, 2015. In absolute terms, selling and marketing expenses increased by 4.7%, primarily due to increases in travel expenses and depreciation, amortization and impairment charges.

	Year ended March 31,				Year on Year
Selling and marketing expenses	2014		2015		2015-14
Employee compensation		21,412		21,851		439
Travel		3,105		3,742		637
Depreciation, amortization and impairment charge		601		1,290		689
Repairs		267		399		132
Communication		675		726		51
Rent		658		675		17
Others		2,530		1,942		(588	)
Total		29,248		30,625		1,377

Our general and administrative expenses as a percentage of revenue increased minimally from 5.4% for the year ended March 31, 2014 to 5.5% for the year ended March 31, 2015. In absolute terms, general and administrative expenses increased by 9.8%, primarily due to increases in employee compensation, legal and professional fees and travel expenses.

	Year ended March 31,				Year on Year
General and administrative expenses	2014		2015		2015-14
Employee compensation		11,505		13,028		1,523
Travel		1,973		2,750		777
Depreciation, amortization and impairment charge		260		119		(141	)
Repairs		1,167		1,114		(53	)
Rent		1,086		1,005		(81	)
Legal and professional fees		2,558		3,608		1,050
Provision for doubtful debts		1,294		922		(372	)
Others		3,695		3,304		(391	)
Total		23,538		25,850		2,312

As a result of the foregoing factors, our results from operating activities (operating margin) as a percentage of revenue has decreased by 25 bps from 20.4% to 20.2%. However, our operating income increased by 6.8%, from Rs. 89,354 for the year ended March 31, 2014 to Rs. 95,423 for the year ended March 31, 2015.

Our finance expenses increased from Rs. 2,891 for the year ended March 31, 2014 to Rs. 3,599 for the year ended March 31, 2015. This increase is primarily due to increase of Rs. 808 in exchange loss on foreign currency borrowings and related derivative instruments. This increase has been partially offset by a decrease in interest expense by Rs.100 during the year ended March 31, 2015.

Our finance and other income increased from Rs. 14,542 for the year ended March 31, 2014 to Rs. 19,859 for the year ended March 31, 2015. This increase was due to an increase in cash available for investments due to enhanced cash flows. Additionally, gain on sale of investments increased by Rs. 2,251 and interest and dividend income increased by Rs. 3,066 during the year ended March 31, 2015 as compared to the year ended March 31, 2014.

53

Our income taxes increased by Rs. 2,024 from Rs. 22,600 for the year ended March 31, 2014 to Rs. 24,624 for the year ended March 31, 2015. Our effective tax rate decreased from 22.4% for the year ended March 31, 2014 to 22.0% for the year ended March 31, 2015. This decrease is primarily due to tax write-backs during the year subsequent to completion of assessments.

As a result of the foregoing factors, our profit attributable to equity holders increased by Rs. 8,561 or 11%, from Rs. 77,967 for the year ended March 31, 2014 to Rs. 86,528 for the year ended March 31, 2015.

Results of operations for the years ended March 31, 2014 and 2013

Our revenue from continuing operations increased by 16.12%. This was driven primarily by a 18.05% increase in revenue from our IT Services businesses. This was offset partially by a 1.15% decrease in revenue from our IT Products segment.

The table below gives our revenue by geographic segments for year ended March 31, 2014 and 2013:

	Percentage of revenues
	Year ended March 31,
Geographic Segments	2013			2014
India		13	%		11	%
Americas		46	%		46	%
Europe		26	%		28	%
Rest of the world		15	%		16	%

The geographical segmentation is based on consolidated reported revenues of IT Services and IT products segments in INR. The Americas refer to North and South America.

Our gross profit as a percentage of our total revenue from continuing operations has improved by 164 basis points (bps). This was primarily on account of improvement in gross profit as a percentage of revenue from our IT Services segment by 160 bps. This improvement was partially offset by a decline in gross profit as a percentage of revenue from our IT Products segment by 182 bps due to the discontinuation of the “Wipro” branded desktops, laptops and servers.

Cost of revenues as a percentage of revenues dropped by 164 basis points. However, in absolute terms, cost of revenues increased by 13.4% primarily due to increase in employee compensation on account of increase in headcount during the year, salary increases awarded during the year and rupee depreciation.

	Year ended March 31,				Year on Year
Cost of revenues	2013		2014		2014-13
Employee compensation		150,863		173,651		22,788
Raw materials, finished goods, process stocks and stores and spares consumed		31,148		30,685		(463	)
Subcontracting/technical fees/third party application		35,610		43,028		7,418
Travel		10,962		13,441		2,479
Depreciation, amortization and impairment charge		8,914		10,245		1,331
Repairs		8,698		9,747		1,049
Communication		4,408		4,681		273
Rent		2,626		2,839		213
Others		7,436		7,171		(265	)
Total		260,665		295,488		34,823

Our selling and marketing expenses as a percentage of revenue from continuing operations increased from 6.42% for the year ended March 31, 2013 to 6.68% for the year ended March 31, 2014. In absolute terms, selling and marketing expenses increased by 20.79%, primarily due to an increase in such expenses in the IT Services segment from increases in employee compensation due to rupee depreciation and increases in employee headcount.

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	Year ended March 31,				Year on Year
Selling and marketing expenses	2013		2014		2014-13
Employee compensation		17,308		21,412		4,104
Travel		2,088		3,105		1,017
Depreciation, amortization and impairment charge		624		601		(23	)
Repairs		207		267		60
Communication		615		675		60
Rent		556		658		102
Others		2,815		2,530		(285	)
Total		24,213		29,248		5,035

Our general and administrative expenses as a percentage of revenue from continuing operations decreased from 5.85% for the year ended March 31, 2013 to 5.38% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased by 6.84%, primarily due to an increase in such expenses across both segments, including increases in legal and professional fees and increases in repairs expenditures.

	Year ended March 31,				Year on Year
General and administrative expenses	2013		2014		2014-13
Employee compensation		11,456		11,505		49
Travel		1,602		1,973		371
Depreciation, amortization and impairment charge		375		260		(115	)
Repairs		671		1,167		496
Rent		995		1,086		91
Legal and professional fees		2,024		2,558		534
Provision for doubtful debts		1,176		1,294		118
Others		3,733		3,695		(38	)
Total		22,032		23,538		1,506

As a result of the foregoing factors, our operating income from continuing operations increased by 27.70%, from Rs. 69,972 for the year ended March 31, 2013 to Rs. 89,354 for the year ended March 31, 2014.

Our finance expenses from continuing operations increased from Rs. 2,693 for the year ended March 31, 2013 to Rs. 2,891 for the year ended March 31, 2014. This increase is primarily due to increase of Rs. 193 in exchange loss on foreign currency borrowings and related derivative instruments. This increase is also due to an increase in interest expense by Rs. 5 during the year ended March 31, 2014.

Our finance and other income from continuing operations increased from Rs. 11,317 for the year ended March 31, 2013 to Rs. 14,542 for the year ended March 31, 2014. Our gain on sale of investments decreased by Rs. 554 and interest and dividend income increased by Rs. 3,779 during the year ended March 31, 2014 as compared to the year ended March 31, 2013. This increase was due to an increase in cash available for investments due to increased availability of cash flows.

Our income taxes from continuing operations increased by Rs. 5,688 from Rs. 16,912 for the year ended March 31, 2013 to Rs. 22,600 for the year ended March 31, 2014. Adjusted for tax write-backs, our effective tax rate increased from 21.52% for the year ended March 31, 2013 to 22.38% for the year ended March 31, 2014. This increase is primarily due to changes in our taxable profits which resulted in a lower proportion of exempt income, but this was partially offset by a higher deferred tax asset due to a rate change.

As a result of the foregoing factors, our profit from continuing operations attributable to equity holders increased by Rs. 16,605 or 27.06%, from Rs. 61,362 for the year ended March 31, 2013 to Rs. 77,967 for the year ended March 31, 2014.

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Segment Analysis

The Company is organized into two operating segments: IT Services and IT Products.

IT Services: The IT Services segment primarily consists of IT Service offerings to our customers organized by industry verticals as follows: Banking, Financial Services and Insurance (“BFSI”), Healthcare and Life Sciences (“HLS”), Retail, Consumer, Transport and Government (“RCTG”), Energy, Natural Resources and Utilities (“ENU”), Manufacturing and High-Tech (“MFG”), Global Media and Telecom (“GMT”). Starting with quarter ended September 30, 2014, it also includes Others which comprises dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the Statement of Income. Key service offering to customers includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, consulting, infrastructure outsourcing services and business process services.

IT Products: The Company is a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. Under certain system integrator contracts in the IT Services segment, the Company also delivers hardware, software products and other related deliverables, and revenue relating to these items is reported as IT Products revenue. Effective as of the quarter ended December 31, 2013, the Company ceased manufacturing ‘Wipro’ branded desktops, laptops and servers, though we continue to honor certain preexisting obligations.

IT Services

Our IT Services businesses provide a range of IT and IT enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, business process services and research and development services in the areas of hardware and software design.

Our IT Services segment accounted for 90%, 91.1% and 93% of our total revenue for the years ended March 31, 2013, 2014 and 2015, respectively and 99%, 100% and 102.3% of our operating income for the years ended March 31, 2013, 2014 and 2015, respectively.

	Year ended March 31,									Year on Year change
	2013			2014			2015			2014-13			2015-14
Revenue(1)	Rs.	338,431		Rs.	399,509		Rs.	440,180			18.05	%		10.18	%
Gross profit		112,938			139,702			150,124			23.70	%		7.46	%
Selling and marketing expenses		(22,335	)		(27,338	)		(28,060	)		22.40	%		2.64	%
General and administrative expenses		(20,670	)		(22,031	)		(24,998	)		6.58	%		13.47	%
Segment results		69,933			90,333			97,649			29.17	%		8.10	%
As a percentage of revenue:
Selling and marketing expenses		6.60	%		6.84	%		6.37	%		(24)	bps		47	bps
General and administrative expenses		6.11	%		5.51	%		5.68	%		60	bps		(17)	bps
Gross margin		33.37	%		34.97	%		34.11	%		160	bps		(86)	bps
Segment results		20.66	%		22.61	%		22.18	%		195	bps		(43)	bps

⁽¹⁾  For the purpose of segment reporting, management has included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 335,307, Rs. 396,088 and Rs. 436,646 for the years ended March 31, 2013, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

Our revenue and segment results by IT Services industry verticals, expressed in terms of percentages, are provided below:

	Year ended March 31,
	2014						2015
Business unit	Percentage of revenues			Percentage of Segment results			Percentage of revenues			Percentage of Segment results
Banking, Financial Services and Insurance (“BFSI”)		26.5	%		26.7	%		26.3	%		28.1	%
Manufacturing and High-Tech (“MFG”)		18.6	%		19.2	%		18.2	%		17.5	%
Global Media and Telecom (“GMT”)		13.8	%		12.8	%		13.9	%		13.9	%
Retail, Consumer Goods, Transportation and Government (“RCTG”)		14.8	%		14.4	%		14.1	%		13.5	%
Energy, Natural Resources and Utilities (“ENU”)		16.0	%		19.3	%		16.2	%		18.0	%
Healthcare and Life Sciences (“HLS”)		10.3	%		8.5	%		11.3	%		10.8	%
Others		—			—			—			0.6	%
Unallocated		—			(0.9	)%		—			(2.4	)%

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Results of operations for the years ended March 31, 2015 and 2014

Our revenue from our IT Services segment increased by 10.18%. In absolute terms, we experienced growth across all IT Services industry verticals, particularly in HLS. In our IT Services segment, we added 194 new customers during the year ended March 31, 2015 across all industry verticals. Revenue from Global Infrastructure Services, Business Process Services and Business Application Services grew during the year. Amongst geographic segments, Americas regions showed strong growth.

Our gross profit as a percentage of our revenue from our IT Services segment decreased by 86 bps. The decrease in gross margin as a percentage of revenue is primarily attributable to an increase in employee compensation cost during the year ended March 31, 2015 as compared to year ended March 31, 2014 as part of our annual compensation review and annual progression cycle, partially offset by the depreciation in the value of the Indian rupee against the U.S. dollar.

Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased from 6.84% for the year ended March 31, 2014 to 6.37 % for the year ended March 31, 2015. In absolute terms, selling and marketing expenses increased Rs. 722. This increase is primarily attributable to an increase in the employee compensation cost due to increased compensation as part of our annual compensation review and annual progression cycle and depreciation in the value of Indian rupee against the U.S. dollar.

General and administrative expenses as a percentage of revenue from our IT Services segment increased from 5.51% for the year ended March 31, 2014 to 5.68 % for the year ended March 31, 2015. In absolute terms, general and administrative expenses increased Rs. 2,967. This increase is primarily due to an increase in the employee compensation cost due to increased compensation as part of our annual compensation review and annual progression cycle. The increase is further attributable to legal and professional expenses by approximately Rs. 985 and travel costs by approximately Rs. 789.

As a result of the above, segment results as a percentage of our revenue from our IT Services segment decreased by 43 bps. However, in absolute terms, the segment results of our IT Services segment increased by 8.10%.

Results of operations for the years ended March 31, 2014 and 2013

Our revenue from our IT Services segment increased by 18.05 %. We experienced growth across all IT Services industry verticals, particularly in ENU and HLS. In our IT Services segment collectively, we added 174 new clients during the year ended March 31, 2014. Within service lines, Global Infrastructure Services, Analytics & Information Management and Business Process Services grew during the year. All geography segments showed strong growth led by Europe and the Others geographic segments.

Our gross profit as a percentage of our revenue from our IT Services segment increased by 160 bps. The increase in gross margin as a percentage of revenue is primarily attributable to the depreciation in the value of the Indian rupee against the U.S. dollar. This was partially offset by an increase in personnel compensation cost during the year ended March 31, 2014 as compared to year ended March 31, 2013.

Selling and marketing expenses as a percentage of revenue from our IT Services segment together increased from 6.60% for the year ended March 31, 2013 to 6.84% for the year ended March 31, 2014. This increase is primarily attributable to an increase in the number of sales personnel and an increase in the personnel cost due to increased compensation as part of our annual compensation review and annual progression cycle.

General and administrative expenses as a percentage of revenue from our IT Services segment as a whole decreased from 6.11% for the year ended March 31, 2013 to 5.51% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased Rs. 1,361. This increase is primarily due to an increase in legal and professional expenses by approximately Rs. 592, travel costs by approximately Rs. 261 and repairs costs approximately by Rs. 240.

As a result of the above, in absolute terms, the segment results of our IT Services segment increased by 29.17%.

IT Products

While we focus on being a strategic provider of IT services, our goal is to be the system integrator of choice so we provide IT products as a complement to our IT services offerings. In the India and Middle East markets, we are a leading provider of system integration services, where we provide a full suite of IT services as well as complementary hardware solutions and software licenses. Revenue from the hardware products and software licenses sold is recorded under the IT Products segment. We have diverse range of clients across all major industries, primarily in the India and Middle East market.

57

Our IT Products segment accounted for 10%, 8.9% and 7.2% of our revenue for the years ended March 31, 2013, 2014 and 2015, respectively and 1%, 0.3% and 0.4% of our operating income for each of the years ended March 31, 2013, 2014 and 2015, respectively.

	Year ended March 31,									Year on Year change
	2013			2014			2015			2014-13			2015-14
Revenue(1)	Rs.	39,238		Rs.	38,785		Rs.	34,006			(1.15	)%		(12.32	)%
Gross profit		3,876			3,126			2,773			(19.35	)%		(11.29	)%
Selling and marketing expenses		(1,458	)		(1,335	)		(1,280	)		(8.44	)%		(4.12	)%
General and administrative expenses		(1,428	)		(1,481	)		(1,119	)		3.71	%		(24.44	)%
Segment results		990			310			374			(68.69	)%		20.65	%
As a Percentage of Revenue:
Selling and marketing expenses		3.72	%		3.44	%		3.76	%		28	bps		(32	) bps
General and administrative expenses		3.64	%		3.82	%		3.29	%		(18	) bps		53	bps
Gross margin		9.88	%		8.06	%		8.15	%		(182	) bps		9	bps
Segment results		2.52	%		0.80	%		1.10	%		(172	) bps		30	bps

⁽¹⁾  For the purpose of segment reporting, management has included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 38,909, Rs. 38,879 and Rs. 33,928 for the years ended March 31, 2013, 2014 and 2015, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

Results of operations for the years ended March 31, 2015 and 2014

Our revenue from the IT Products segment decreased by 12.32%, primarily due to decrease in revenue from domestic sales of computers and servers following cessation of manufacturing “Wipro” branded desktops, laptops and servers as of December 31, 2013.

Our gross profit as a percentage of our IT Products segment revenue increased by 9 bps. During the year ended March 31, 2014, the segment incurred a non-recurring expense due to the cessation of manufacturing “Wipro” branded desktop, laptops and servers.

Selling and marketing expenses as a percentage of revenue from our IT Products segment increased marginally from 3.44% for the year ended March 31, 2014 to 3.76% for the year ended March 31, 2015. In absolute terms, selling and marketing expenses decreased by Rs. 55.

General and administrative expenses as a percentage of revenue from our IT Products segment decreased from 3.82% for the year ended March 31, 2014 to 3.29% for the year ended March 31, 2015. In absolute terms, general and administrative expenses decreased by Rs.362 primarily on account of optimization initiatives.

As a result of the above, in absolute terms, segment results of our IT Products segment increased by 20.65%.

Results of operations for the years ended March 31, 2014 and 2013

Our revenue from the IT Products segment decreased by 1.15%, primarily due to a decrease in revenue from domestic sales of computers and servers following cessation of manufacturing “Wipro” branded desktops, laptops and servers as of December 31, 2013.

Our gross profit as a percentage of our IT Products segment revenue decreased by 182bps. This decrease is primarily due to depreciation in the value of the Indian rupee against the U.S. dollar, which impacted the cost of imported materials and also accounted for increased pricing competition in the domestic market. During the year, the segment also incurred a non-recurring expense due to the cessation of manufacturing “Wipro” branded desktop, laptops and servers. Excluding the non-recurring item of Rs. 209 million, operating income of the IT Product segment was Rs. 519 million.

Selling and marketing expenses as a percentage of our IT Products segment revenue decreased from 3.72% for the year ended March 31, 2013 to 3.44% for the year ended March 31, 2014. In absolute terms, selling and marketing expenses decreased by Rs.123. This decrease is on account of higher productivity achieved as well as due to realignment of the sales and marketing team after cessation of manufacturing of “Wipro” branded desktops, laptops and servers.

General and administrative expenses as a percentage of revenue from our IT Products segment increased from 3.64% for the year ended March 31, 2013 to 3.82% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased by Rs. 53.

As a result of the above, in absolute terms, segment results of our IT Products segment decreased by 68.69%.

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Acquisitions

We pursue acquisitions to support our long term strategic direction, increase and strengthen our competitive presence in select geographies, expand our customer base and pursue select business opportunities In the last three fiscal years, we have made several acquisitions, including Opus CMC, a leading US-based provider of mortgage due diligence and risk management services in January 2014. In August 2014, the Company acquired control of ATCO I-Tek Inc., the provider of IT services to ATCO Group, a leading Canadian global utilities and logistics company. We also make strategic minority investments in companies that operate in high-end and niche technology areas including cloud, open source, artificial intelligence, advanced analytics and internet of things. Please see Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding our acquisitions.

We routinely review potential acquisitions. We currently expect to finance our acquisitions through cash generated from operations, cash and cash equivalents and investments in liquid and short term mutual funds as of March 31, 2015. However, for strategic acquisitions, we could decide to or be required to obtain additional debt or equity financing. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all.

Foreign exchange gains/ (losses), net

Our net foreign exchange gains/ (losses) from continuing operations for the years ended March 31, 2013, 2014 and 2015 were Rs. 2,626, Rs. 3,359 and Rs. 3,637 respectively.

Our foreign exchange gains/ (losses), net, comprise:

• exchange differences arising from the translation or settlement of transactions in foreign currency, except for exchange differences on debt denominated in foreign currency (which are reported within finance expense, net); and

• the changes in fair value for derivatives not designated as hedging derivatives and ineffective portions of the hedging instruments. For forward foreign exchange contracts which are designated and effective as cash flow hedges, the marked to market gains and losses are deferred and reported as a component of other comprehensive income in stockholder’s equity and subsequently recorded in the income statement when the hedged transactions occur, along with the hedged items.

Although our functional currency is the Indian Rupee, we transact a significant portion of our business in foreign currencies, including the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar. The exchange rate between the rupee and these currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the rupee fluctuates against these currencies. Our exchange rate risk primarily arises from our foreign currency revenues, cash balances, payables and debt. We enter into derivative instruments to primarily hedge our forecasted cash flows denominated in certain foreign currencies, foreign currency debt and net investment in overseas operations. Please refer to Notes 13 and 16 of our Notes to the Consolidated Financial Statements for additional details on our foreign currency exposures.

Finance expenses

Our finance expenses are comprised of interest expense on borrowings, impairment losses recognized on financial assets, gains/losses on translation or settlement of foreign currency borrowings and changes in fair value and gains/losses on settlement of related derivative instruments, except foreign exchange gains/losses on short-term borrowings which are considered as a natural economic hedge for the foreign currency monetary assets which are classified as foreign exchange gains/losses, net within results from operating activities. Borrowing costs are recognized in the statement of income using the effective interest method.

Finance and other income

Our finance and other income comprises interest income on deposits, dividend income and gains on disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established.

Income taxes

Our profits for the period earned from providing services at client premises outside India are subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be applied as a credit against our Indian tax liability to the extent that the same income is subject to taxation in India.

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Currently, we benefit from certain tax incentives under Indian tax laws. These tax incentives include a tax holiday from payment of Indian corporate income taxes for our businesses operating from specially designated Special Economic Zones (“SEZs”). The tax holiday for all our Software Technology and Hardware Technology Parks ended in the fiscal year ended March 31, 2011. Previously, we benefited from a ten year income tax deduction of 100% for profits derived from exporting information technology services from Software Technology and Hardware Technology Parks. We continue to be eligible for exemptions from other taxes, including customs duties in these Software Technology and Hardware Technology Parks.

Units in designated SEZs which began providing services on or after April 1, 2005, are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50% of such profits or gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions.

Due to these tax incentives, a substantial portion of our pre-tax income has not been subject to a significant tax in India in recent years. When our tax holiday and income tax deduction/exemptions expire or terminate, our costs will increase. The Government of India could enact laws in the future, which could reduce or eliminate the tax incentives which benefit our business. The expiration period of the tax holiday for each unit within a SEZ is determined based on the number of years since commencement of production by that unit for a maximum of fifteen years. The tax holiday period currently available to the Company expires in various years through fiscal year 2028. The impact of tax holidays has resulted in a decrease of current tax expense from our continuing operations of Rs. 9,244, Rs. 11,043 and Rs. 11,412 for the years ended March 31, 2013, 2014 and 2015 respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2013, 2014 and 2015 was Rs. 3.77, Rs. 4.50 and Rs. 4.65 respectively.

In March 2004, the Company received a tax demand for the year ended March 31, 2001, arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2010 and the aggregate demand is Rs. 46,515 (including interest of Rs.13,673). The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income tax authorities before the Honorable High Court. The Honorable High Court has heard and disposed of the appeals up to years ended March 31, 2004. The order of the Honorable High Court is not yet received.

On similar issues for the years prior to the year ended March 2001, the Honorable High Court in Karnataka has upheld the claim of the Company under section 10A of the Act.

For the years ended March 31, 2008 to March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (“Tribunal”). For the year ended March 31, 2010, the Dispute Resolution Panel (“DRP”) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the Tribunal. For the year ended March 31, 2011, the Company received the draft assessment order in March 2015, on similar grounds as that of earlier years, with a demand of Rs. 7,852 (including interest of Rs. 2,547) for the financial year ended March 31, 2011.

Considering the facts and nature of disallowance and the order of the appellate authority and the Honorable Karnataka High Court upholding the claims of the Company for earlier years, the Company believes that the final outcome of the above disputes should be in favor of the Company and there should not be any adverse impact on the financial statements.

Although we currently believe we will ultimately prevail in our appeals, the result of such appeals, and any subsequent appeals, cannot be predicted with certainty. Should we fail to prevail in our appeal, or any subsequent appeals, in any reporting period, the operating results of such reporting period could be adversely affected materially.

Pursuant to the changes in the Indian income tax laws, Minimum Alternate Tax (“MAT”) has been extended to income in respect of which a deduction is claimed under Sections 10A and 10B. Consequently, we have calculated our domestic tax liability after considering MAT and accordingly, a deferred tax asset of Rs. 1,844 has been recognized in the statement of financial position for the years ended March 31, 2014 and 2015. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward for a period of ten years and set-off against future tax liabilities computed under normal tax provisions.

For the years ended March 31, 2001 to March 31, 2004, the Honorable High Court has disposed of appeals in favor of the Company with respect to issues such as eligibility of Foreign Tax Credit, availability of deduction under section 10A of the Act for exports made to Software Technology Parks of Indian customers and the methodology of computing the quantum of deduction eligible under section 10A of the Act. The order of the Honorable High Court is not yet received. The revenue authorities, after analysis of the legal merits of the judgement and their interpretation of the matters involved, are either likely to challenge the judgement, wholly or partially, at the Honorable Supreme Court of India or accept the judgement, wholly or partially.

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Accordingly, the Company has not recorded any benefit in respect of these issues. Aggregate tax benefit in respect of these issues for the years ended March 31, 2001 to March 31, 2004 is estimated to be Rs. 760. For the subsequent years, issues are before various appellate authorities. Although we currently believe we will ultimately prevail in our appeals, the result of subsequent appeals, cannot be predicted with certainty. Should we succeed to prevail in subsequent appeals, in any reporting period, the operating results of such reporting period could be favorably affected materially.

Liquidity and Capital Resources

The Company’s cash flow from its operating, investing and financing activities, including from discontinued operations through fiscal year 2013, as reflected in the Consolidated Statement of Cash Flows, is summarized in the table below:

	Year ended March 31,									Year on Year Change
	2013			2014			2015			2014-13			2015-14
Net cash provided by/(used in) operations:
Operating activities	Rs.	70,422		Rs.	67,897		Rs.	78,262			(2,525	)		10,365
Investing activities		(57,573	)		(2,774	)		(25,816	)		54,799			(23,042	)
Financing activities		(6,721	)		(34,972	)		(8,523	)		(28,251	)		26,449
Net change in cash and cash equivalents		6,128			30,151			43,923			24,023			13,772
Effect of exchange rate changes on cash and cash equivalent		789			(69	)		589			(858	)		658

As of March 31, 2015, we had cash and cash equivalent and short-term investments of Rs. 251,048. Cash and cash equivalent and short-term investments, net of debt, was Rs. 172,135.

In addition, we have unused credit lines of Rs. 35,857. To utilize these lines of credit, we require the consent of the lender and compliance with certain financial covenants. We have historically financed our working capital and capital expenditures through our operating cash flows and through bank debt, as required.

Cash generated by operating activities for the year ended March 31, 2015 increased by Rs. 10,365, while profit for the year increased by Rs. 8,654 during the same period. The increase in cash generated by operating activities is primarily due to improved working capital management.

Cash provided by operating activities for the year ended March 31, 2014 decreased by Rs. 2,525, while profit for the year increased by Rs. 11,709 during the same period. The decrease in cash provided by operating activities is primarily due to increases in trade receivables, unbilled revenues and other assets and the impact of rupee depreciation upon working capital balances denominated in foreign currencies.

Cash used in investing activities for the year ended March 31, 2015 was Rs. 25,816. The cash invested (net of sales) in available for sale investments and inter-corporate deposits amounted to Rs. 15,400. Cash utilized for the payment for business acquisitions amounted to Rs. 11,574. We purchased property, plant and equipment amounted to Rs. 12,661, which was primarily driven by the growth strategy of the Company.

Cash used in investing activities for the year ended March 31, 2014 was Rs. 2,774. The proceeds (net of purchases) from available for sale investments and inter-corporate deposits amounts to Rs. 4,712. Cash provided by operating activities was utilized for the payment for business acquisitions amounting to Rs. 2,985. We purchased property, plant and equipment amounting to Rs. 8,913, which was primarily driven by the growth strategy of the Company.

Cash used in financing activities for the year ended March 31, 2015 was Rs. 8,523 as against Rs. 34,972 for the year ended March 31, 2014. This increase is primarily due to an increase in net proceeds of loans and borrowings amounting to Rs. 31,649 partly offset by increase in payment of dividend amounting to Rs. 6,217.

Cash used in financing activities for the year ended March 31, 2014 was Rs. 34,972 as against Rs. 6,721 for the year ended March 31, 2013. This increase is primarily due to an increase in net repayment of loans and borrowings amounting to Rs. 22,162 partly offset by increase in payment of dividend amounting to Rs. 6,193.

On April 21 2015, our Board proposed a cash dividend of Rs. 7 (US $0.11) per equity share and ADR. The proposal is subject to the approval of shareholders at the next Annual General Meeting, and if approved, would result in a cash outflow of approximately Rs. 20,739, including corporate dividend tax thereon.

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We maintain a debt/borrowing level that we have established through consideration of a number of factors including cash flow expectations, cash required for operations and investment plans. We continually monitor our funding requirements, and strategies are executed to maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 13 of our Notes to the Consolidated Financial Statements for additional details on our borrowings.

As discussed above, cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations with respect to debt and borrowings.

As of March 31, 2015, we had contractual commitments of Rs. 1,262 (US$ 20.3 million) related to capital expenditures on construction or expansion of software development facilities, Rs. 11,942 (US$ 192 million) related to non-cancelable operating lease obligations and Rs. 20,007 (US$ 321 million) related to other purchase obligations. Plans to construct or expand our software development facilities are dictated by business requirements.

In relation to our acquisitions, a portion of the purchase consideration is payable upon achievement of specified earnings targets in the future. We expect that our cash and cash equivalents, investments in liquid and short-term mutual funds and the cash flows expected to be generated from our operations in the future will generally be sufficient to fund the earn-out payments and our expansion plans.

In the normal course of business, we transfer accounts receivables, net investment in sale-type finance receivable (financial assets). The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2013, 2014 and 2015 is not material. Please refer Note 16 of our Notes to Consolidated Financial Statements.

Our liquidity and capital requirements are affected by many factors, some of which are based on the normal ongoing operations of our businesses and some of which arise from uncertainties related to global economies and the markets that we target for our services. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all.

As of March 31, 2013, 2014 and 2015, our cash and cash equivalents were primarily held in Indian Rupees, U.S. Dollars, United Kingdom Pound Sterling, Euros, Australian Dollars and Canadian Dollars. Please refer to “Financial risk management” under Note 16 of our Notes to the Consolidated Financial Statements for more details on our treasury activities.

Off-Balance Sheet Arrangements

The Company enters into operating leases for office space, hardware, and certain other equipment. These arrangements are sometimes referred to as a form of off-balance sheet financing and are set forth below under “Contractual Obligations.”

Contractual obligations

The table of future payments due under known contractual commitments as of March 31, 2015, aggregated by type of contractual obligation, is given below:

Particulars	Total contractual payment		Payments due in
			2015-16		2016-18		2018-20		2020-21 onwards
Short-term borrowings		64,443		64,443		—		—		—
Long-term debt		9,592		104		113		9,375		—
Obligations under capital leases		4,878		1,660		2,527		691		—
Estimated interest payment(1)		821		152		469		200		—
Capital commitments		1,262		1,262		—		—		—
Non-cancelable operating lease obligation		11,942		3,351		4,144		2,241		2,206
Purchase obligations		20,007		17,477		1,939		364		227
Other non-current liabilities(2)		524		—		363		72		89

⁽¹⁾  Interest payments for long-term fixed rate debts have been calculated based on applicable rates and payment dates. Interest payments on floating rate debt have been calculated based on the payment dates and implied forward interest rates as of March 31, 2015 for each relevant debt instrument.

⁽²⁾  Other non-current liabilities and non-current tax liabilities in the statement of financial position include Rs. 3,062 in respect of employee benefit obligations and Rs. 6,695 towards uncertain tax positions, respectively. For these amounts the extent of the amount and timing of repayment/settlement cannot be reliably estimated or determined at present and accordingly have not been disclosed in the table above.

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Our purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria: (1) they are non-cancelable, or (2) we would incur a penalty if the agreement was terminated.

Research and Development

Our R&D initiatives continue to focus on incubating and strengthening our portfolio of IT services across multiple new and emerging technology areas as well as in the intersection of these technologies. The R&D and technology innovation agenda focuses on investing in developing solutions and services around defined Advanced Technology Themes (Next Gen Automation, Smart Devices, AI and Cognitive Systems, Next Generation Architecture, Human Machine Interfaces and Software Defined Everything), co-innovating with customers, building Wipro patent portfolio, shaping innovation culture within the organization and Wipro’s startup and ecosystem connects.

We have invested significantly in next gen automation across IT and business process archetypes and have built IP assets in auto/self-healing process performance and governance automation, rule based task automation, intelligent robotics platforms, API automation and basic tax engineering and automation. More than 400 people are engaged in R&D in these areas. Some of the trademarks in these areas include Fixomatic, SeviceNXT, Cloud CLM, InsightiX, PRESM etc. We have also filed certain patents in these areas.

We have also developed an open source Artificial Intelligence platform code named Wipro HOLMES. This is a generic cognitive computing platform that enables development of AI applications such as digital virtual agents, predictive systems, cognitive process automation, visual computing applications, knowledge virtualisation, robotics and drones.

We are building a Human Machine Interfaces (“HMI”) platform which would enable humans to converse with the system in natural language on the specific domains. The platform also helps in generating multi-modal reactions to human emotions. The Wipro ngGenie, myAdvisor provides next generation experiences by enabling Voice and Conversation based advice based on deep domain knowledge. Wipro Retail Sense helps enable virtual experiences with a compelling experience of touch & feel through next generation human computer interactions that combine virtual reality, holographic and haptic technologies to provide multi modal digital experience & feedback.

We have created solutions at the intersection of cutting edge technologies using Computer Vision, Robotics & Machine Learning technologies that solve key business problems in Retail, Consumer Goods and Banking domains. Wipro Sight, a comprehensive in-store analytics solution for the Retail and Consumer Good industry combines the power of human sight with the speed of computer vision, and enables processing and analysis of surveillance data to empower retailers with a near real-time situational awareness, enabling them to respond speedily to waiting customers, long queues, unanticipated stock-outs and similar situations. The solution was showcased at National Retail Federation-January 2015 at New York and was recognized as one of the top 5 Innovations by the Retail Week magazine.

The innovation incubation center, Technovation Center continues to play a key role in helping customers design and conceptualise “change the business” portfolio by leveraging future of technologies, industry processes and consumer behavior. The Technovation Center has evolved into a platform to ideate, experiment, develop and create disruptive solutions that shape future of business at the intersection of technologies.

Our research and development expenses for the years ended March 31, 2013, 2014 and 2015 were Rs. 2,196, Rs. 2,660 and Rs. 2,513 respectively for our continuing operations.

New accounting standards adopted

The Company has, with effect from April 1, 2014, adopted the following interpretation and amendments to accounting standards.

IFRIC 21 – Levies

IFRIC 21 is effective for annual periods beginning on or after January 1, 2014 and is applied retrospectively. It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation.

The interpretation clarifies that an entity recognizes a liability when the activity that triggers the payment of levy, as identified by the relevant legislation, occurs. No liability needs to be recorded towards levy that will be triggered by operating in a future period. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, no liability is recognized before the specified minimum threshold is reached. The interpretation requires these same principles to be applied in interim financial statements. This has no impact on the Company.

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Amendments to IAS 32 Financial instruments – Offsetting Financial Assets and Financial Liabilities*

Amendments to IFRS 10 – Consolidated Financial Statements, IFRS 12 – Disclosure of Interests in Other Entities and IAS 27 – Separate Financial Statements – Investment Entities*

Amendments to IAS 36 – Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets*

Amendments to IAS 39 – Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting*

* The adoption of these accounting standards including consequential amendments did not have any material impact on the consolidated financial statements of the Company.

New accounting standards not yet adopted:

A number of new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1, 2014, and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are:

IFRS 9 – Financial instruments

In July 2014, the IASB completed its project to replace IAS 39, Financial Instruments: Recognition and Measurement by publishing the final version of IFRS 9: Financial Instruments. IFRS 9 introduces a single approach for the classification and measurement of financial assets according to their cash flow characteristics and the business model they are managed in, and provides a new impairment model based on expected credit losses. IFRS 9 also includes new regulations regarding the application of hedge accounting to better reflect an entity’s risk management activities especially with regard to managing non-financial risks. The new standard is effective for annual reporting periods beginning on or after January 1, 2018, while early application is permitted. The application of IFRS 9 may have a material impact on the classification, measurement and presentation of the Company’s financial assets and liabilities. The Company is currently assessing the impact of adopting IFRS 9 on the Company’s Consolidated Financial Statements.

IFRS 15 – Revenue from Contracts with Customers.

IFRS 15 supersedes all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations). According to the new standard, revenue is recognized to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 establishes a five step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligation; changes in contract asset and liability account balances between periods and key judgments and estimates. The standard permits the use of either the retrospective or cumulative effect transition method. The standard is effective for annual periods beginning on or after January 1, 2017; early application is permitted. In May 2015, the IASB, through an exposure draft, proposed changing the effective date to periods beginning on or after January 1, 2018, instead of January 1, 2017. The Company is currently assessing the impact of adopting IFRS 15 on the Company’s Consolidated Financial Statements.

Critical accounting policies

Critical accounting policies are defined as those that in our view are the most important for portrayal of the Company’s financial condition and results and which place the most significant demands on management’s judgment. For a detailed discussion on the application of these and other accounting policies, please refer to Note 3 to the Notes to the Consolidated Financial Statements.

While preparing financial statements, we make estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the reporting period. Such critical accounting estimates could change from period to period and have a material impact on the Company’s results of operation, financial position and cash flows. Actual results may differ from estimates. Revision to accounting estimates are recognized in the period in which the estimate is revised and for future periods affected.

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Revenue recognition:

We derive revenue primarily from:

• Software development and maintenance services;

• BPM services; and

• Sale of third-party IT products.

a) Services: We recognize revenue when the significant terms of the arrangement are enforceable, services are being delivered and collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered:

(i) Time and materials contracts: Revenues and costs relating to time and materials contracts are recognized as the related services are rendered.

(ii) Fixed-price contracts: Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on direct project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If we do not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the income statement in the period in which such losses become probable based on the current contract estimates.

Unbilled revenues represent cost and earnings in excess of billings as at the end of the reporting period. Unearned revenues included in other current liabilities represent billing in excess of revenue recognized.

(iii) Maintenance contracts: Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion.

In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved to date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the contract term.

b) Products: Revenue from products is recognized when:

• we have transferred the significant risks and rewards of ownership to the buyer;

• continuing managerial involvement usually associated with ownership and effective control have ceased;

• amount of revenue can be measured reliably;

• it is probable that economic benefits associated with the transaction will flow to the Company; and

• costs incurred or to be incurred in respect of the transaction can be measured reliably.

c) Multiple element arrangements: We allocate revenue to each separately identifiable component of the transaction based on the guidance in IAS 18. We allocate the arrangement consideration to separately identifiable components based on their relative fair values or on the residual method. Fair values are determined based on sale prices for the components when it is regularly sold separately, third-party prices for similar components or on a cost plus basis or an appropriate business-specific profit margin related to the relevant component.

d) Others: We account for volume discounts and pricing incentives to customers by reducing the amount of discount from the amount of revenue recognized.

Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty and shipping and handling costs.

Income tax:

Income tax comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity.

a) Current income tax: As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We are subject to tax assessments in each of these jurisdictions. A tax assessment can involve complex issues, which can only be resolved over extended time periods. Though we have considered all these issues in estimating our income taxes, there could be an unfavorable resolution of such issues that may affect results of our operations.

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Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the reporting date.

b) Deferred income tax: We recognize deferred income tax using the balance sheet approach. Deferred tax is recognized on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. We recognize a deferred tax asset only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry forwards can be utilized.

The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. We consider the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. All deferred tax assets are subject to review of probable utilization.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

We recognize deferred income tax liabilities for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries and associates where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

c) Others: In addition to the U.S. federal income tax, which can tax at a rate of up to 35% arising from our income attributed to our U.S. branch, we are subject to a 15% branch profit tax in the United States on the “dividend equivalent amount” as that term is defined under U.S. tax law. We have not triggered the branch profit tax and, consistent with our business plan, we intend to maintain the current level of our net assets in the United States and therefore remain below the threshold. Accordingly, we did not record a provision for branch profit tax as of March 31, 2015.

Share based payment transaction:

Our employees receive remuneration in the form of equity instruments issued pursuant to various employee stock option and restricted stock unit option plans for rendering services over a defined vesting period. Equity instruments granted are valued at the fair value of the instrument at the date of grant. Since these are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recorded by a compensating increase to the share based payment reserve, a component of equity.

The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of respective tranches (accelerated amortization). The stock compensation expense is determined based on our estimate of equity instruments that will eventually vest.

In accounting for amortization of stock compensation, we also estimate stock option forfeitures. Any revisions of our estimates could impact our results of operations and our financial position.

Derivative financial instruments:

Although our functional currency is the Indian Rupee, we transact a significant portion of our business in foreign currencies, particularly the U.S. Dollar. The exchange rate between the rupee and the dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the Indian Rupee fluctuates against the U.S. Dollar. Our exchange rate risk primarily arises from our foreign currency revenues, cash balances, payables and debt. We enter into derivative instruments to primarily hedge our forecasted cash flows denominated in certain foreign currencies, foreign currency debt and net investment in overseas operations.

Changes in fair value of derivatives not designated as hedging derivatives and ineffective portions of the hedging instruments are recognized in consolidated statements of income of each period. We assess the hedge effectiveness at the end of each reporting period generally using the dollar offset method.

Hedge ineffectiveness could result from forecasted transactions not happening in the same amounts or in the same periods as forecasted or changes in the counterparty credit rating. Further, changes in the basis of designating derivatives as hedges of forecasted transactions could alter the proportion of derivatives which are ineffective as hedges. Hedge ineffectiveness increases volatility of the consolidated statements of income since the changes in fair value of an ineffective portion of derivatives is immediately recognized in the consolidated statements of income.

As of March 31, 2015, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges or associated with an underlying exposure that did not occur.

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Derivatives are recognized initially at fair value and attributable transaction costs are recognized in the statement of income when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

a) Cash flow hedges: Changes in the fair value of the derivative hedging instruments designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the statement of income upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in the statement of income.

b) Hedges of net investment in foreign operations: We designate derivative financial instruments as hedges of net investments in foreign operations. We have also designated a combination of foreign currency denominated borrowings and related cross currency swaps as hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instrument and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized directly in equity to the extent that the hedge is effective. The cumulative gain or loss previously recognized in equity is transferred to the statement of income upon sale or disposal of the related net investment in foreign operation. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income.

c) Others: Changes in fair value for derivatives not designated as hedging derivatives are recognized in consolidated statements of income.

Business combination, goodwill and intangible assets:

a) Business combination: Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. We exercise judgment in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair values at the date of an acquisition, based on information available at the acquisition date and based on expectations and assumptions that are deemed reasonable by management. Transaction costs incurred in connection with a business combination are expensed as incurred.

The cost of an acquisition also includes the fair value of any contingent consideration. Any subsequent changes to the fair value of contingent consideration classified as liabilities are recognized in the consolidated statement of income.

b) Goodwill: Goodwill is initially measured at cost, calculated by the excess of the cost of the business combination over the Company’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the cost of an acquisition is less than the fair value of the net assets of the business acquired, the difference is recognized immediately in the income statement.

Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of the cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes.

We use market related information and estimates (generally risk adjusted discounted cash flows) to determine the fair values. Cash flow projections take into account past experience and represent management’s best estimate about future developments. Key assumptions on which management has based its determination of fair value less costs to sell and value in use include estimated growth rates, weighted average cost of capital and tax rates. These estimates, including the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill impairment, if any.

c) Intangible Assets: Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as of the date of an acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite lives are amortized over the estimated useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. These estimates are reviewed at least at each financial year end. Intangible assets with indefinite lives are not amortized, but instead tested for impairment at least annually and written down to the fair value as required.

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The estimated useful lives of the amortizable intangibles assets are as follows:

Category	Useful life
Customer-related intangibles		5 to 10 years
Marketing related intangibles		5 to 10 years

Other estimates:

We make estimates of the uncollectability of our accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required.

Inventories are carried at the lower of historical cost or market value. Market value is based on our assessment of future demands, market conditions and our specific inventory management initiatives. If market conditions and actual demands are less favorable than our estimates, additional inventory write-downs may be required.

Goodwill Impairment Testing

Goodwill is tested for impairment annually in accordance with the Company’s procedure for determining the recoverable value of such assets. For the purpose of impairment testing, goodwill is allocated to a cash generating unit (“CGU”) representing the lowest level within the Company and its subsidiaries (“Group”) at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment.

The recoverable amount of the CGU within the IT Services segment is determined on the basis of fair value less cost to sell (“FVLCTS”). The FVLCTS of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorized as a level 2 fair value based on the inputs in the valuation techniques used.

The carrying value of goodwill allocated to the CGU within IT Products segment is not significant. The recoverable value of this CGU has been determined using value-in-use (“VIU”). The VIU is determined based on discounted cash flow projections. Key assumptions on which the Company has based its determination of VIU include estimated cash flows, terminal value and discount rates.

VIU is calculated using after tax assumptions. The use of after tax assumptions does not result in a VIU that is materially different from the VIU that would result if the calculation was performed using before tax assumptions. The before tax discount rate is determined based on the VIU derived from the use of after tax assumptions.

Assumptions	Year ended March 31,
	2014			2015
Terminal value long- term growth rate		5	%		5	%
After tax discount rate		16.5	%		16.5	%
Before tax discount rate		22.6	%		24.9	%

Based on the above, no impairment was identified as of March 31, 2014 and 2015 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGUs tested for impairment as of March 31, 2014 and 2015 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (revenue growth, operating margin, discount rate and long-term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount.

Other estimates:

Non-marketable equity investments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates, and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data.

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Item 6. Directors, Senior Management and Employees

Directors and Senior Management

Our directors and executive officers, along with their ages and positions as of March 31, 2015 are detailed below:

Name	Age		Position
Azim H. Premji		69	Chairman of the Board and Managing Director (designated as “Chairman”)
Dr. Ashok S. Ganguly		79	Director
Dr. Jagdish N. Sheth		76	Director
Narayanan Vaghul		78	Director
William Arthur Owens		74	Director
M. K. Sharma		67	Director
T. K. Kurien		56	Chief Executive Officer and Executive Director
Vyomesh Joshi		61	Director
Ireena Vittal		46	Director
Suresh C. Senapaty		58	Chief Financial Officer and Executive Director(1)

⁽¹⁾  Mr. Suresh C. Senapaty, CFO and Executive Director of the Company, retired from the Company with effect from close of business hours of March 31, 2015.

Directors and executive officers, along with their ages and positions appointed after March 31, 2015:

Name	Age		Position
Jatin Pravinchandra Dalal		40	Chief Financial Officer(2)
Rishad Azim Premji		38	Chief Strategy Officer and Executive Director(3)

⁽²⁾  Mr. Jatin Pravinchandra Dalal succeeded Mr. Senapaty as Chief Financial Officer of the Company with effect from April 1, 2015.

⁽³⁾  Mr. Rishad Azim Premji was appointed as a whole-time director of the Company effective May 1, 2015 and continues to serve as the Chief Strategy Officer. Mr. Rishad Azim Premji is related to the Chairman and Managing Director, Mr. Azim H. Premji.

As of March 31, 2015, we had seven non-executive directors and three executive directors, of which one executive director is Chairman of our Board. All of the seven non-executive directors are independent directors or independent of management and free from any business or other relationship that could materially influence their judgment. All the independent directors satisfy the criteria of independence as defined under the listing agreement with the Indian Stock Exchanges and the New York Stock Exchange Corporate Governance standards.

The profiles of our directors and executive officers as of March 31, 2015 are set forth below.

Azim H. Premji has served as our Chairman of the Board and Managing Director (designated as “Chairman”) since September 1968. In 2011, Mr. Premji was honored with the Padma Vibhushan award by the Government of India for his contribution in trade and industry. Mr. Premji is a graduate in Electrical Engineering from Stanford University, USA. Mr. Premji also serves as a director of Wipro Enterprises Limited, Wipro GE Health Care Private Ltd., and the Azim Premji Foundation (I) Pvt. Ltd. and in other entities of the Promoter Group. Mr Premji is also a member of the Strategy Committee of the Company.

Dr. Ashok S. Ganguly has served as a director on our Board since 1999. He is the Chairman of our Board Governance, Nomination and Compensation Committee. He is currently the Chairman of ABP Pvt. Ltd (Ananda Bazar Patrika Group). Dr. Ganguly also currently serves as a non-executive director of Dr. Reddy’s Laboratories Ltd. Dr. Ganguly is on the advisory board of Diageo India Private Limited. Dr. Ganguly is the Chairman of the Governance, Nomination and Renumeration Committee and Chairman of the Science, Technology & Operations Committee of Dr. Reddy’s Laboratories Ltd. Dr. Ganguly is a Rajya Sabha Member. He is a former member of the Board of British Airways Plc from 1996 to 2005 and Unilever Plc/NV from 1990 to 1997 and Dr. Ganguly was formerly the Chairman of Hindustan Unilever Limited from 1980 to 1990. Dr. Ganguly was on the Central Board of Directors of the Reserve Bank of India from 2000 to 2009. In 2006, Dr. Ganguly was awarded the CBE (Hon) by the United Kingdom. In 2008, Dr. Ganguly received the Economic Times Lifetime Achievement Award. Dr. Ganguly received the Padma Bhushan award by the Government of India in January 1987 and the Padma Vibhushan award in January 2009. Dr. Ganguly holds B.Sc (Hons) from University of Bombay and an MS and PhD from the University of Illinois.

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Dr. Jagdish N. Sheth has served as a director on our Board since January 1999. Dr. Sheth has been a professor at Emory University since July 1991. Previously, Dr. Sheth served on the faculty of Columbia University, Massachusetts Institute of Technology, the University of Illinois, and the University of Southern California. Dr. Sheth also serves on the board of Manipal Acunova Ltd. Dr. Sheth holds a B.Com (Honors) from Madras University, an M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is also the Chairman of Academy of Indian Marketing Professionals and serves on our Strategy Committee.

Narayanan Vaghul has served as a director on our Board since June 1997. He is the Chairman of our Audit/Risk and Compliance Committee, and a member of the Board Governance, Nomination and Compensation Committee. Mr. Vaghul is also the lead independent director of the Company. He was the Chairman of the Board of ICICI from September 1985 to April 2009. Mr. Vaghul is on the Boards of the following public companies in India and overseas: 1) Mahindra World City Developers Limited, 2) Piramal Enterprises Limited, 3) Apollo Hospitals Enterprise Limited, and 4) Arcelor Mittal, Luxembourg. Besides this he is on the boards of two private limited companies and several Section 25 companies and public trusts. Mr. Vaghul is the Chairman of the Compensation Committee of Piramal Enterprises Limited and its 100% subsidiary, PHL Finance Private Limited. Mr. Vaghul is Chairman of the Audit Committee of Piramal Enterprises Limited. Mr. Vaghul is a member of the Remuneration Committee of Mahindra World City Developers Limited and Apollo Hospitals Enterprise Limited. Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Madras University. Mr. Vaghul was the recipient of the Padma Bhushan award by the Government of India in 2010. Mr. Vaghul also received the Lifetime Achievement Awards from Economic Times, Ernst & Young Entrepreneur of the Year Award Program and Mumbai Management Association. He was given an award for the contribution to the Corporate Governance by the Institute of Company Secretaries in 2007.

William Arthur Owens has served as a director on our Board since July 2006. He is also a member of our Board Governance, Nomination and Compensation Committee, and serves as Chairman of our Strategy Committee. He has held a number of senior leadership positions at large multinational corporations. Mr. Owens presently serves as the Chairman of CenturyLink Telecom. He is also the Executive Chairman of Red Bison Advisory Group (“RBAG”). RBAG is a company in the natural resources (oil, gas and fertilizer plants) and information and communication technology sectors. Mr. Owens previously served as the Chairman of AEA Investors (Asia) from April 2006 to December 2014 and has served as Managing Director, Chairman and Chief Executive Officer of AEA Holdings Asia, a New York private equity company at various times during that period. Mr. Owens also served as Vice Chairman of the New York Stock Exchange, Asia from June 2012 to June 2014, as well as Vice Chairman, Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation, a global supplier of communications equipment from April 2004 to November 2005. Prior to that, Mr. Owens served as Chairman and Chief Executive Officer of Teledesic LLC, a satellite communications company from August 1998 to April 2004. During that same period, Mr. Owens also served as Chairman and Chief Executive Officer of Teledesic’s affiliated company, Teledesic Holdings Ltd. Mr. Owens was President, Chief Operating Officer and Vice Chairman of Science Applications International Corporation (SAIC) from June 1996 to August 1998. Mr. Owens was a career officer in the U.S. Navy where he served as commander of the U.S. Sixth Fleet in 1990 and 1991, and as senior military assistant to Secretaries of Defense Frank Carlucci and Dick Cheney. Mr. Owens’ military career culminated in his position as Vice Chairman of the Joint Chiefs of Staff where he had responsibility for the reorganization and restructuring of the armed forces in the post-Cold War era. Mr. Owens is widely recognized for bringing commercial high technology into the U.S. Department of Defense for military applications and as the architect of the Revolution in Military Affairs (RMA), an advanced systems technology approach to military operations. Mr. Owens is also a member of the Board of Directors of CenturyTel, Inc. and Polycom and several philanthropic and private company boards. Mr. Owens was a member of the Board of Directors of Daimler Chrysler AG from November 2003 to April 2009, Embarq Corporation from May 2006 to July 2009 and Nortel Networks Corporation from February 2002 to November 2005. Mr. Owens holds an M.B.A. (Honors) degree from George Washington University, a B.S. in Mathematics from the U.S. Naval Academy and a B.A. and M.A. in Politics, Philosophy and Economics from Oxford University.

M. K. Sharma became a director of the Company in July 2011. Mr. Sharma is the Chairman of our Administrative and Shareholders/Investor Grievance Committee. Mr. Sharma is also a member of our Audit/Risk and Compliance Committee. Mr. Sharma served as Vice Chairman of Hindustan Unilever Limited from 2000 to 2007. Mr. Sharma served as a full-time director of Hindustan Unilever Limited from 1995 to 2000. Mr. Sharma is currently on the boards of Asian Paints Limited, Blue Star Limited, Quess Corp Limited, ICICI Prudential Asset Management Company Limited, ICICI Lombard General Insurance Company Limited, Sterling Holidays Limited, Thomas Cook (India) Limited and United Spirits Limited. He is also on the board of Indian School of Business, Hyderabad and a Governor of Anglo Scottish Education Society Limited, Mumbai. Mr. Sharma is a Chairman of Audit Committee of United Spirits Limited and a member of the Audit Committee of Blue Star Limited, Asian Paints Limited, ICICI Prudential Asset Management Company Limited, ICICI Lombard General Insurance Company Limited and Thomas Cook (India) Limited. Mr. Sharma is Chairman of the Governance and Remuneration Committee of ICICI Lombard General Insurance Company Limited and a member of the Board Nomination and Remuneration Committee of Asian Paints Limited. Mr. Sharma holds a Bachelor’s Degree in Arts and Bachelors of Law Degree from Canning College University of Lucknow. He completed a Post Graduate Diploma in Personnel Management from the Department of Business Management, University of Delhi and Diploma in Labour Laws from India Law Institute, Delhi. In 1999, he was nominated to attend the Advance Management Program at Harvard Business School.

T. K. Kurien has served as our Chief Executive Officer and Executive Director since February 2011, and has served with us in other positions since February 2000. Mr. Kurien is a member of our Administrative and Shareholders/Investor Grievance Committee and Strategy Committee. Mr. Kurien serves as a member of the Board in Catalyst Inc (a non-profit organization based in the US) since November 2014. Mr. Kurien is a Chartered Accountant.

Vyomesh Joshi became a director of the Company in October 2012. He is a member of Dean’s Advisory Council at The Rady School of Management, University of California, San Diego. Prior to joining the Company, Mr. Joshi served as the Executive Vice President of Hewlett-Packard’s Imaging and Printing Group. Mr. Joshi joined Hewlett-Packard as a Research and Development engineer and held various management positions in his career with the group. Mr. Joshi was also on the Board of Yahoo for seven years until 2012. Mr. Joshi is also a member of the Board of Directors of Harris Corporation. Mr. Joshi has been featured in Fortune Magazine’s diversity list of most influential people in 2005. Mr. Joshi also serves on our Strategy Committee. Mr. Joshi holds Master’s degree in electrical engineering from the Ohio State University.

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Ireena Vittal became a director of the Company in October 2013. Ms. Vittal is a former partner with McKinsey & Co. Prior to joining McKinsey & Co., Ms. Vittal worked with Nestle India Limited and with MaxTouch (now Vodafone India Limited). Ms. Vittal serves as a board member of AXIS Bank Limited, Titan Industries Limited, Tata Global Beverages Limited, Godrej Consumer Products Limited and The Indian Hotels Company Limited and on the global advisory board of ideo.org. Ms. Vittal also serves as a member of our Audit/Risk and Compliance Committee. Ms. Ireena Vittal is a member of Audit Committee of Godrej Consumer Products Limited, Titan Industries Limited and member of HR & Compensation Committee of Godrej Consumer Products Limited. Ms. Vittal has a graduate degree in Electronics from Osmania University and has completed her Master’s in Business Administration from the Indian Institute of Management, Calcutta.

Suresh C. Senapaty served as our Chief Financial Officer and Executive Director from April 2008 to March 31, 2015 and served with us in other positions from April 1980. Mr. Senapaty was a member of the Administrative and Shareholders/Investor Grievance Committee of our Company. Mr. Senapaty holds a Bachelor’s degree in Commerce from Utkal University in India, and is a Fellow Member of the Institute of Chartered Accountants of India. Mr. Senapaty is also on the boards of Wipro GE Healthcare Private Limited and Wipro Enterprises Limited. Mr. Senapaty is Chairman of the Audit/Risk and Compliance Committee and a member of the Administrative and Shareholders/Investor Grievance Committee of Wipro Enterprises Limited.

Jatin Pravinchandra Dalal was appointed as Chief Financial Officer of the Company with effect from April 1, 2015 and served with us in other positions since July 2002. Mr. Dalal holds Bachelor of Engineering degree from National Institute of Technology, Surat – India and PGDBA (Full time MBA – Finance) from Narsee Monjee Institute of Management Studies, Mumbai – India. He is a member of the Institute of Chartered Accountants of India, New Delhi – India, and the Chartered Institute of Management Accountants, London – UK. Mr. Dalal previously worked with General Electric and Lazard between 1999 and 2002.

Rishad Azim Premji became a whole time director of the Company in May 2015 and also serves as the Chief Strategy Officer. Previously, Mr. Premji has served with us in other positions since 2007. Prior to joining Wipro, Mr. Premji was with Bain & Company in London, working on assignments across Consumer Products, Automobiles, Telecom and Insurance. He also worked with GE Capital in the U.S. across businesses throughout the Insurance and Consumer Lending Space and is a graduate of GE’s Financial management Program. Mr. Premji is also on the Board of Wipro Enterprises Limited and Wipro GE Healthcare Private Limited. Mr. Premji has an MBA from Harvard Business School and a BA in Economics from Wesleyan University in the US. He has also spent a year at the London School of Economics where he was part of the General Course Program.

Compensation

Director Compensation

Our Board Governance, Nomination and Compensation Committee determines and recommends to our Board of Directors the compensation payable to our directors. All board-level compensation is subject to approval by our shareholders. Each of our non-employee directors receive an attendance fee per meeting of US$320.98 for every Board and Committee meeting they attend. Our directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at Board and Committee meetings. Additionally, we also compensate non-employee directors by way of commission, which 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 in the aggregate as approved by the shareholders.

During the year ended March 31, 2015, we paid an aggregate of US$ 896,514 (Rs. 55.86 million) as commission to our non-employee directors.

Details of stock options granted to non-executive directors as of March 31, 2015 and stock options held and exercised by non-executive directors through March 31, 2015 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”

Executive Compensation

The annual compensation of our executive directors is approved by our Board Governance, Nomination and Compensation Committee, within the parameters set by the shareholders at the Annual General Meeting of Shareholders, and the annual compensation of our executive officers is approved by our Board Governance, Nomination and Compensation Committee. Remuneration of our executive officers, including our employee directors, consists of a fixed component, performance bonus and a variable performance linked incentive. The variable performance linked incentive portion is earned under our Quarterly Performance Linked Scheme. This is a variable pay program for all employees, including executive officers, which is deemed to be part of each employee’s salary. Variable payments are made to employees based on the individual or combined performance of the employee’s business unit, division or segment, or the Company as a whole. Generally, the profit targets for each department are set quarterly, and payment amounts vary based on actual achievements. These payments are made on a quarterly basis for all employees except for certain members of senior management who receive payouts on a quarterly basis, which amounts are adjusted at the end of the year based on the performance for the full year.

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The following tables present the annual and long-term compensation earned, awarded or paid for services rendered to us for the fiscal year 2015 by our executive directors and members of our administrative, supervisory or management bodies. For the convenience of the readers, the amounts in the below table have been converted into U.S. dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2015 which was Rs. 62.31 per US$1.00.

Name	Salary and allowances		Commission/ variable pay(1)		Others		Long-term compensation (Deferred Benefit(2)&(3))
Azim H. Premji	US$	69,173	US$	513,296	US$	91,452	US$	93,764
Suresh C. Senapaty(*)		251,939		203,239		50,592		35,791
T. K. Kurien		453,165		317,228		618,283		72,791

1. Azim H. Premji was paid a commission at the rate of 0.3% on incremental net profits of Wipro Ltd. over the previous year computed based on the method approved by the Board Governance, Nomination and Compensation Committee and in accordance with the provisions of the Companies Act, 2013 (the “Companies Act, 2013”). All other executives received variable pay under a Quarterly Performance Linked Scheme based on key parameters of individual or combined performance of the business unit, division or segment or the Company as a whole.

2. Deferred benefits are payable to employees by way of our contribution to the Provident Fund and Pension Fund. The Provident Fund is a statutory fund to which the Company and our employees contribute every month. A lump sum payment on separation and a pension payment on attaining the age of superannuation are payable from the balance standing to the credit of the Fund, as per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.

3. Under our pension plans, any pension that is payable to an employee is not computed on the basis of final compensation, but on the accumulated pension fund to the credit of the employee as at the date of separation, death, disability or retirement. We annually contribute 15% of Mr. Premji’s basic salary and commission earned for that year to our pension fund for the benefit of Mr. Premji. For all other employees, we contribute 15% of their respective basic salaries to our pension fund for their benefit. These contributions are included in this column.

* Mr. Suresh C. Senapaty, CFO and Executive Director of the Company, retired from the Company with effect from close of business hours of March 31, 2015 on attaining the age of superannuation.

We operate in numerous countries and compensation for our officers and employees may vary significantly from country to country. As a general matter, we seek to pay competitive salaries in all the countries in which we operate.

There were no options granted to our Chairman and Managing Director in fiscal years 2014 or 2015. Details of stock options granted to executive directors as of March 31, 2015 and stock options held and exercised by executive directors through March 31, 2015 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”

Under the Companies Act, 2013, every listed company is required to disclose remuneration of each director to the median employee’s remuneration and such other details as described in related Rules. The Rules also specify that how median is measured and other additional disclosure.

Board Composition

Our Articles of Association provide that the minimum number of directors on our board of directors shall be four and the maximum number shall be fifteen. As of March 31, 2015, we had ten directors on our Board. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these directors must retire from office at each Annual General Meeting of the Shareholders, but each retiring director is eligible for re-election at such meeting. Currently, Mr. Azim H. Premji, Mr. Rishad Azim Premji and Mr. T. K. Kurien are executive directors. Due to the implementation of the Companies Act, 2013, independent directors are no longer subject to retirement by rotation and two-thirds of the executive directors are subject to retirement by rotation. The position of the terms of such directors are as given below.

Name	Expiration of current term of office			Term of office
Azim H. Premji(1)		July 30, 2015	(3)	2 years, subject to approval by shareholders
Dr. Jagdish Sheth		July 31, 2015		Not applicable
Dr. Ashok S. Ganguly		July 31, 2016		Not applicable

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Name	Expiration of current term of office	Term of office
Narayanan Vaghul	July 31, 2016	Not applicable
Ireena Vittal	September 30, 2018	Not applicable
Vyomesh Joshi	September 30, 2017	Not applicable
William Arthur Owens	July 31, 2017	Not applicable
M. K. Sharma	June 30, 2016	Not applicable
Rishad Azim Premji(1)(2)	April 30, 2020	5 years, subject to approval by shareholders
T. K. Kurien(1)	January 31, 2016	5 years

⁽¹⁾  Not less than two-thirds of such executive directors are subject to retirement by rotation.

⁽²⁾  Mr. Rishad Azim Premji became a whole time director of the Company effective May 1, 2015.

⁽³⁾  Mr. Azim H. Premji’s current term expires on July 30, 2015. The Board of Directors has approved re-appointment for a period of 2 years, which is subject to approval by shareholders.

Terms of Employment Arrangements and Indemnification Agreements

Under the Companies Act, 2013, our shareholders must approve the salary, bonus and benefits of all employee directors at an Annual General Meeting of the Shareholders. Each of our employee directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. These agreements have varying terms ranging from two to five year periods, but either we or the employee director may generally terminate the agreement upon six months’ notice to the other party.

The terms of our employment arrangements with Azim H. Premji, Rishad Azim Premji, T.K. Kurien and Jatin Pravinchandra Dalal provide for up to a 180-day notice period, up to 21 days of leave per year in addition to statutory holidays, and an annual compensation review. Additionally, employees are required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our executive directors provide for our standard retirement benefits that consist of a pension and gratuity which are offered to all of our employees, but no other benefits upon termination of employment except as mentioned below.

Pursuant to the terms of Mr. T. K. Kurien’s employment, he is entitled to the following severance payments if the Company terminates Mr. Kurien’s employment agreement without cause:

a. 12 (twelve) months’ last drawn salary.

b. The unvested options/RSUs shall vest proportionately to the completed months in service subject to the terms of grant.

In the event the Company terminates Mr. Kurien for cause, such termination shall be with immediate effect and Mr. Kurien will not be eligible for the Severance Benefits specified above.

We also have entered into agreements to indemnify our directors and officers for claims brought under any rule of law to the fullest extent permitted by applicable law. These agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as our director or officer, including claims which are covered by the director’s and officer’s liability insurance policy taken by the Company.

Board Committee Information

Audit/Risk and Compliance Committee

The Audit Committee of our Board reviews, acts on and reports to our Board of Directors with respect to various auditing and accounting matters. The primary responsibilities include overseeing:

• Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders;

• Compliance with legal and statutory requirements;

• Integrity of the Company’s financial statements, discussions with the independent auditors regarding 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;

• Review of related party transactions and functioning of whistle blower mechanism; and

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• Implementation of the applicable provisions of the Sarbanes Oxley Act of 2002, including review of the progress of internal control mechanisms to prepare for certification under Section 404 of the Sarbanes Oxley Act of 2002.

All members of our Audit/Risk and Compliance Committee are independent non-executive directors who are financially literate. The Chairman of our Audit/Risk and Compliance Committee has accounting or related financial management expertise.

Independent auditors as well as internal auditors always have independent meetings with the Audit/Risk and Compliance Committee and also participate in the Audit/Risk and Compliance Committee meetings.

Our Chief Financial Officer and other corporate officers make periodic presentations to the Audit/Risk and Compliance Committee on various issues.

The Audit/Risk and Compliance Committee is comprised of the following three non-executive directors:

Mr. N. Vaghul – Chairman

Mr. M. K. Sharma and Ms. Ireena Vittal – Members

During fiscal year 2015, our Audit/Risk and Compliance Committee held seven meetings including one meeting held over teleconferencing. The charter of the Audit/Risk and Compliance Committee is available under the investor relations section on our website at www.wipro.com.

Board Governance, Nomination and Compensation Committee

The Board Governance, Nomination and Compensation Committee reviews, acts on and reports to our Board of Directors with respect to various governance, nominating and compensation matters. The primary responsibilities include:

• Developing and recommending to the Board corporate governance guidelines applicable to the Company;

• Evaluating the Board on a continuing basis, including an assessment of the effectiveness of the full Board, operations of the Board Committees and contributions of individual directors;

• Establishing policies and procedures to assess the requirements for induction of new members to the Board;

• Implementing policies and processes relating to corporate governance principles;

• Ensuring that appropriate procedures are in place to assess Board membership needs and Board effectiveness;

• Reviewing the Company’s policies that relate to matters of corporate social responsibility, including public issues of significance to the Company and its shareholders;

• Developing and recommending to the Board for its approval an annual evaluation process of the Board and its Committees;

• Formulating the Disclosure Policy, its review and approval of disclosures;

• Determining and approving salaries, benefits and stock option grants to senior management employees and directors of our Company;

• Approving and evaluating the compensation plans, policies and programs for full-time directors and senior management;

• Acting as Administrator of the Company’s Employee Stock Option Plans and Employee Stock Purchase Plans drawn up from time to time; and

• Reviewing the Company’s policies relating to corporate social responsibility matters and public issues of significance to the Company and its stakeholders.

Our Head of Human Resources makes periodic presentations to the Board Governance, Nomination and Compensation Committee on compensation reviews and performance linked compensation recommendations. All members of the Governance, Nomination and Compensation Committee are independent non-executive directors. The Board Governance, Nomination and Compensation Committee is comprised of the following three non-executive directors:

Dr. Ashok S. Ganguly – Chairman

Mr. N. Vaghul, Mr. William Arthur Owens – Members

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During fiscal year 2015, our Board Governance, Nomination and Compensation Committee held four meetings. The charter of the Board Governance, Nomination and Compensation Committee is available under the investor relations section on our website at www.wipro.com.

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Strategy Committee

The Strategy Committee reviews, acts on and reports to our Board of Directors with respect to various strategic matters. The primary responsibilities of the Strategy Committee are:

• Making recommendations to the Board relating to the Company’s mission, vision, strategic initiatives, major programs and services;

• Ensuring management has established an effective strategic planning process, including development of a three to five year strategic plan with measurable goals and time targets;

• Annually reviewing the strategic plan for the Company and for each division and entity as well and recommending updates to the Board;

• Establishing criteria for management to evaluate potential strategic investments, reviewing proposals for acquisition or divestment opportunities for the Company and making appropriate recommendations to the Board, and reviewing post-transaction integration matters;

• Assisting in the development of a strategic dashboard of key indicators; and

• Monitoring the organization’s performance against measurable targets (e.g. market share, increase in revenue, or Operating Margin) or progress points (such as emerging technologies).

The Strategy Committee is comprised of the following five directors:

Mr. William Arthur Owens – Chairman

Dr. Jagdish N. Sheth, Mr. T. K. Kurien, Mr. Azim H Premji and Mr. Vyomesh Joshi – Members

During fiscal year 2015, our Strategy Committee held two meetings.

Employees

As of March 31, 2013, 2014 and 2015, we and our subsidiaries had more than 130,000, 130,000 and 140,000 employees, respectively. As of March 31, 2013, 2014 and 2015, more than 25,000, 27,000 and 30,000 of these employees were located outside India. Highly trained and motivated people are critical to the success of our business. To achieve this, we focus on attracting and retaining the best people possible. A combination of strong brand name, a congenial working environment and competitive compensation programs enables us to attract and retain these talented people.

Our human resources department is centralized at our corporate headquarters in Bangalore and functions across all of our segments. We have implemented corporate-wide recruiting, training, performance evaluation and compensation programs that are tailored to address the needs of each of our segments.

Our relationship with employees and employee groups are based on mutual trust and respect and we continue to maintain the same spirit at all times.

Recruiting

We hire entry level graduates from both the top engineering and management universities in India, as well as more experienced lateral hires through employee referral programs, advertisements, placement consultants, our website postings and walk-ins. To facilitate employee growth within the Company, all new openings are first offered to our employees. The nature of work, skill sets requirements and experience levels are highlighted to the employees. Applicants undergo the regular recruitment process and, if selected, get assigned to their new roles.

Training

Each of our new entry level recruits must attend an eight week intensive training program when they begin working with us. They must also attend additional training programs that are tailored to their area of technology. We also have a mandatory continuing education program that requires each IT professional to attend at least 40 hours of continuing education classes to improve their understanding and competency with new technologies, as well as to develop leadership and personal self-development skills. We supplement our continuing education program for existing employees by sponsoring special programs at leading educational institutions, such as the Indian Institute of Management, Bangalore, Birla Institute of Technology and Science, Pilani, Symbiosis Institute of Business Management, Bangalore and others, to provide special skill set training in areas such as business skills and project management to any of our IT professionals who choose to enroll and meet the eligibility criteria of these Institutes.

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Performance Evaluations

Employees receive written performance objectives that they develop in cooperation with their respective managers. They are measured against these criteria annually in a formal review process which includes self-reviews and reviews from peers, managers and subordinates.

Compensation

We continually strive to provide our employees with competitive and innovative compensation packages. Our compensation packages include a combination of salary, stock options, pension, and health and disability insurance. We measure our compensation packages against industry standards and seek to match or exceed them. We adopted an employee stock purchase plan in 1984, employee stock option plan in 1999 and 2000 and restricted stock unit option plan in 2004, 2005 and 2007. We have devised both business unit performance and individual performance linked incentive programs that we believe more accurately link performance to compensation for each employee. For example, we link variable compensation to a business unit’s quarterly performance of financial, customer and employee satisfaction objectives.

Share Ownership

The following table sets forth, as of March 31, 2015, for each director and executive officer, the total number of equity shares, American Depositary Shares (“ADSs”) and vested and unexercised options to purchase equity shares and ADSs exercisable within 60 days of March 31, 2015. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The shares beneficially owned by the directors include the equity shares owned by their family members to which such directors disclaim beneficial ownership. The number of shares beneficially owned includes equity shares, equity shares underlying ADSs and the shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2015. Our directors and executive officers do not have a differential voting right with respect to their equity shares, ADSs, or options to purchase equity shares or ADSs. For the convenience of the readers, the stock option grant price has been translated into U.S. dollars based on the certified foreign exchange rates published by Federal Reserve Board of Governors on March 31, 2015, which was Rs. 62.31 per US$1.00. The share numbers and percentages listed below are based on 2,469,043,038 equity shares outstanding as of March 31, 2015.

Name	Equity Shares beneficially owned		Percentage of Total Equity Shares Outstanding		Equity Shares Underlying Options Granted		Exercise Price(US$)		Date of expiration
Azim H. Premji(1)		1,812,022,464		73.39		—		—		—
Dr. Jagdish Sheth		—		—		—		—		—
Dr. Ashok S. Ganguly		1,867		*		—		—		—
N. Vaghul		—		—		—		—		—
Suresh C. Senapaty(2)(3)		207,295		*		—		0.032
Vyomesh Joshi		—		—		—		—		—
T. K. Kurien		208,933		*		20,182 20,182 20,182 50,455 150,000		0.032 0.032 7.707 0.032 0.032		July 2016 April 2017 April 2017 October 2018 April 2018
M. K. Sharma		—		—		—		—		—
William Arthur Owens		—		—		—		—		—
Ireena Vittal		—		—		—		—		—

* Represents less than 1% of the total equity shares outstanding as of March 31, 2015.

⁽¹⁾  Includes 370,956,000 shares held by Hasham Traders (a partnership firm), of which Mr. Premji is a partner, 452,906,791 shares held by Prazim Traders (a partnership firm), of which Mr. Premji is a partner, 451,619,790 shares held by Zash Traders (a partnership firm), of which Mr. Premji is a partner, 187,666 shares held by Napean Trading and Investment Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Regal Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Vidya Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director,

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429,714,120 shares held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the trustee company, of which Mr. Premji is a director and sole shareholder of the trustee company, and 95,419,432 shares held jointly by Mr. Premji and members of his immediate family. In addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I) Pvt. Ltd and 429,714,120 shares held by Azim Premji Trust.

⁽²⁾  Mr. Suresh C. Senapaty retired from the services of the Company and the Board with effect from close of business hours of March 31, 2015 on attaining the age of superannuation.

⁽³⁾  Includes 26,909 options exercisable as per terms of the Wipro Employee Restricted Stock Unit Plan 2005.

EMPLOYEE STOCK OPTION PLANS

We have various employee stock option and restricted stock unit option plans (collectively referred to as “stock option plans”). Our stock option plans provide for grants of options to eligible employees and directors. Our stock option plans are administered by our Board Governance, Nomination and Compensation Committee (the “Committee”) appointed by our Board of Directors. The Committee has the sole power to determine the terms of the units granted, including the exercise price, selection of eligible employees and directors, the number of equity shares to be covered by each option, the vesting and exercise periods, and the form of consideration payable upon such exercise. In addition, the Committee has the authority to amend, suspend or terminate the stock plan with the approval of the shareholders, provided that no such action may adversely affect the rights of any participant under the plan.

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Our stock option plan generally does not allow for the transfer of options and only the optionee may exercise an option during his or her lifetime. The vesting period for the options under the stock option plans range from 12 months to a maximum of 84 months. An optionee generally must exercise any vested options within a prescribed period as per the respective stock option plans generally before the termination date of the stock option plan. A participant must exercise any vested options prior to termination of services with us or within a specified post-separation period ranging from seven days to six months from the date of the separation, depending on the reason for separation. If an optionee’s termination is due to death, disability or retirement, his or her option will fully vest and become exercisable.

In connection with the Demerger and pursuant to the Scheme of Arrangement, each optionee received an additional one employee stock option for every 8.25 employee stock options held as of the record date of the Demerger.

The salient features of our stock plans are as follows:

Name of Plan	Number of Options(1)		Range of exercise prices(2)		Effective date	Termination date	Other remarks
1999 Employee Stock Option Plan		50,000,000	Rs.	171 - 490	July 29, 1999	July 28, 2009	There are no stock options outstanding under this plan
Wipro Employee Stock Option Plan 2000 (2000 Plan)		250,000,000	Rs.	171 - 490	September 15, 2000	September 15, 2020	In the event of our merger with or into another corporation or a sale of substantially all of our assets, each option under this plan, shall be proportionately adjusted to give effect to the merger or asset sale.
Stock Option Plan (2000 ADS Plan)		15,000,000	Rs.	3 - 7	September 2000	September 2010	There are no stock options outstanding under this plan.
Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)		20,000,000	Rs.	2	June 11, 2004	June 10, 2014	In event of merger of the Company with other corporation or sale of substantially of all our assets, the successor corporation shall either assume the outstanding units or grant equivalent units to the holders. If the successor corporation neither assumes the outstanding units nor grants equivalent units, such outstanding units shall vest immediately, and become exercisable in full.
Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)		20,000,000	Rs.	0.04	June 11, 2004	June 10, 2014
Wipro employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)		20,000,000	Rs.	2	July 21, 2005	July 20, 2015
Wipro employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)		16,666,667	Rs.	2	July 18, 2007	July 17, 2017

¹⁾  Adjusted for the two equity shares for every three equity shares stock dividend approved by the shareholders on June 4, 2010.

²⁾  Subject to adjustment for corporate action from time to time.

Wipro Equity Reward Trust

We established the Wipro Equity Reward Trust (“WERT”), in 1984 to allow our employees to acquire a greater proprietary stake in our success and growth, and to encourage our employees to continue their association with us. The WERT, which is administered by a Board of Trustees is designed to give eligible employees the right to receive restricted shares and other compensation benefits at the times and on the conditions that we specify. Such compensation benefits include voluntary contributions, loans, interest and dividends on investments in the WERT and other similar benefits.

Shares from the WERT are issued in the joint names of the WERT and the employee until such restrictions and obligations are fulfilled by the employee. After the four-year vesting period, complete ownership of the shares is transferred to the employee.

If employment is terminated due to death or disability or retirement, the employee’s restricted shares are transferred to his or her legal heirs or continue to be held by the employee, as applicable, and such individuals may exercise any rights to those shares for up to ninety days after employment has ceased. The Trustees of the WERT have the authority to amend or terminate the WERT at any time and for any reason.

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Shareholders have, through a postal ballot, approved the issuance of additional shares, in one or more tranches, to the WERT. The Board has the discretion to determine the timing and allotment of such shares, and as of March 31, 2015 has not approved the issuance of additional shares pursuant to the enabling resolution approved by the shareholders.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our equity shares as of March 31, 2015, of each person or group known by us to own beneficially 5% or more of our outstanding equity shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to such shares. Shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2015, are deemed to be outstanding or to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding or to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The number of shares and percentage ownership are based on 2,469,043,038 equity shares outstanding as of March 31, 2015.

Name of Beneficial Owner	Class of Security		Number of Shares beneficially held as of March 31, 2015		% of Class of total shares outstanding
Azim H. Premji(1)		Equity		1,812,022,464		73.39
Hasham Traders		Equity		370,956,000		15.02
Prazim Traders		Equity		452,906,791		18.34
Zash Traders		Equity		451,619,790		18.29
Azim Premji Trust		Equity		429,714,120		17.40

⁽¹⁾  Includes 370,956,000 shares held by Hasham Traders (a partnership firm), of which Mr. Premji is a partner, 452,906,791 shares held by Prazim Traders (a partnership firm), of which Mr. Premji is a partner, 451,619,790 shares held by Zash Traders (a partnership firm), of which Mr. Premji is a partner, 187,666 shares held by Napean Trading and Investment Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Regal Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Vidya Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 429,714,120 shares held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the trustee company, of which Mr. Premji is a director and sole shareholder of the trustee company, and 95,419,432 shares held jointly by Mr. Premji and members of his immediate family. In addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I) Pvt. Ltd and 429,714,120 shares held by Azim Premji Trust.

Our American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange. Each ADS represents one equity share of par value Rs. 2 per share. Our ADSs are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and, as of March 31, 2015, 1.96% of the Company’s equity shares are held through ADSs by approximately 9,725 holders of record in the United States. As of March 31, 2015, approximately 98.04% of the Company’s equity shares are held by 213,588 holders of record in India.

Our equity shares can be held by Foreign Institutional Investors, or FIIs, and Non-Resident Indians, or NRIs, who are registered with the Securities and Exchange Board of India (“SEBI”), and the Reserve Bank of India (“RBI”). As of March 31, 2015, about 12.04% of the Company’s equity shares were held by these FIIs and NRIs, some of which may be residents or corporate entities registered in the United States and elsewhere. We are unaware of whether FIIs and/or NRIs hold our equity shares as residents or as corporate entities registered in the United States.

Our major shareholders do not have a differential voting right with respect to their equity shares. To the best of our knowledge, we are not owned or controlled directly or indirectly by any government or by any other corporation. We are not aware of any arrangement, the operation of which may at a subsequent date result in a change in control, of our Company.

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Related Party Transactions

Terms of Employment Arrangements and Indemnification Agreements: We are a party to various employment and indemnification agreements with our directors and executive officers. See “Terms of Employment Arrangements and Indemnification Agreements” under Item 6 of this Annual Report for a description of the agreements that we have entered into with our directors and executive officers.

Related parties: The Company has relationships with the following related parties:

Name of entity	Nature
Azim Premji Foundation	Entity controlled by Director
Azim Premji Trust	Entity controlled by Director
Hasham Traders (partnership firm)	Entity controlled by Director
Prazim Traders (partnership firm)	Entity controlled by Director
Zash Traders (partnership firm)	Entity controlled by Director
Regal Investment & Trading Company Private Limited	Entity controlled by Director
Vidya Investment & Trading Company private Limited	Entity controlled by Director
Napean Trading & Investment Company Private Limited	Entity controlled by Director
Wipro Enterprises Limited	Entity controlled by Director
Wipro Enterprises Cyprus Limited	Entity controlled by Director
Wipro Singapore Pte Limited	Entity controlled by Director
Wipro Unza Holdings Limited	Entity controlled by Director
Wipro Infrastructure Engineering AB	Entity controlled by Director
Yardley of London Limited	Entity controlled by Director
Wipro Enterprises Netherlands BV	Entity controlled by Director
Key management personnel
•    Azim Premji	Chairman and Managing Director
•    Suresh C. Senapaty	Chief Financial Officer and Executive Director(1)
•    T. K. Kurien	Chief Executive Officer and Executive Director
•    Dr. Ashok Ganguly	Non-Executive Director
•    Narayanan Vaghul	Non-Executive Director
•    Dr. Jagdish N Sheth	Non-Executive Director
•    B. C. Prabhakar	Non-Executive Director(2)
•    William Arthur Owens	Non-Executive Director
•    Dr. Henning Kagermann	Non-Executive Director(3)
•    Shyam Saran	Non-Executive Director(2)
•    M. K. Sharma	Non-Executive Director
•    Vyomesh Joshi	Non-Executive Director
•    Ireena Vittal	Non-Executive Director
•    Rishad Azim Premji	Chief Strategy Officer and Executive Director(4)
•    Jatin Pravinchandra Dalal	Chief Financial Officer(5)

⁽¹⁾  Up to March 31, 2015

⁽²⁾  Up to July 23, 2014

⁽³⁾  Up to June 30, 2014

⁽⁴⁾  Effective May 1, 2015

⁽⁵⁾  Effective April 1, 2015

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The Company has the following related party transactions:

Transaction / Balances	Associate						Entities controlled by Directors						Key Management Personnel
	2013		2014		2015		2013		2014		2015		2013			2014			2015
Sales of goods and services		—		—		—	Rs.	2	Rs.	186	Rs.	154		—			—			—
Assets purchased		—		—		—		—		66		207		—			—			—
Interest Expense		—		—		—		—		40		—		—			—			—
Interest Income		—		—		—		—		18		—		—			—			—
Dividend		—		—		—		10,995		13,733		17,166		573	##		765	##		958
Royalty Income		—		—		—		—		—		—		—			—			—
Rental Income		—		—		—		—		39		55		—			—			—
Rent Paid		—		—		—		—		—		63		—			—			4
Others		—		—		—		—		3		2		8			3			3
Key management personnel#
Remuneration and short-term benefits		—		—		—		—		—		—		152			221			174
Other benefits		—		—		—		—		—		—		30			32			56
Remuneration to relative of key management personnel		—		—		—		—		—		—		8			11			17
Balances as at the year end
Receivables		—		—		—		1,111		617		193		—			—			—
Payables		—		—		—		4,548		1,000		340		60			109			66

^#  Post employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined for the Company as a whole.

^##  Including relative of key management personnel

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The Company has engaged in the following significant transactions with its subsidiaries, listed in Organization Structure” under Item 4, during the years ended March 31, 2014 and 2015:

	(Rs. in millions)
Name of the entity	Sale of services				Purchase of services
	2014		2015		2014		2015
Wipro LLC		5,270		9,078		1,672		1,284
Infocrossing Inc		552		669		2,860		4,203
Wipro Shanghai Limited		71		30		380		250
Wipro Portugal S. A.		17		26		823		613
Wipro Technologies Austria GmbH		150		184		50		28
Wipro Technologies S.A DE C.V		76		304		270		430
Wipro Information Technology, Netherlands BV		401		176		—		—
Wipro Technologies Limited, Russia		37		53		—		9
Wipro Gallagher Solutions Inc		290		252		—		—
Wipro UK Limited		266		149		486		801
Wipro Holdings UK Limited		307		354		—		21
Wipro Poland Sp Zoo		324		128		371		418
Wipro BPO Philippines LTD. Inc.		—		375		106		136
Wipro Technologies SRL		—		10		908		764
Wipro Retail UK Limited		181		155		76		64
SAS Wipro France		278		333		—		—
Wipro do Brasil Technologia Ltda		6		1		731		1,025
Wipro Technocentre (Singapore) Pte Limited		69		—		—		—
Wipro Australia Pty Ltd		12		25		—		—
Wipro Chengdu Limited		40		39		358		151
Wipro Energy IT Services India Private Limited*		—		—		—		—
Wipro Travel Services Limited		—		—		59		81
Wipro Technologies Gmbh		295		308		564		1,582
Wipro (Thailand) Co. Limited		290		183		15		—
Wipro Technology Services Limited*		—		—		—		—
Wipro Airport IT Services		367		369		—		—
Wipro Networks Pte Limited		2,923		2,533		—		359
Wipro Gulf LLC		153		222		4		—
Wipro Promax Holdings Pty Ltd		—		—		—		—
Wipro Technologies Argentina SA		—		—		57		49
Wipro Europe SARL		—		—		13		20
Wipro Technologies (South Africa) Proprietary Limited		1,260		4,282		77		—
Planet PSG Pte Limited		—		—		—		—
Wipro Technologies SDN BHD		5		5		—		—
Wipro Promax Analytics Solutions (Europe) Limited		—		—		7		4
Wipro Arabia Limited		—		437		16		—
PT WT Indonesia		252		287		—		16
Wipro Promax Analytics Solutions Pty Ltd		130		184		—		13
Wipro IT Services Poland Sp. z o. o		—		32		10		201
Wipro Outsourcing Services (Ireland) Limited		60		47		—		—
Wipro Technologies Canada Ltd.		157		215		—		—
Wipro Information Technology Kazakhstan LLP		—		—		—		21
BVPENTEBeteiligungsverwaltung GmbH		—		306		—		—
Wipro Solutions Canada Ltd		—		128		—		—
Wipro Japan KK		—		115		—		—
Wipro Technologies Nigeria Limited		—		80		—		—
Wipro Doha LLC		—		43		—		—

* Merged with the Company with effect from April 1, 2013

Please refer to Note 29 to the Consolidated Financial Statements included in this Annual Report on Form 20-F for additional information on related party transactions.

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Item 8. Financial Information

Consolidated Statements and Other Financial Information

Please refer to the following Consolidated Financial Statements and the Auditor’s Report under Item 18 in this Annual Report for the fiscal year ended March 31, 2015:

• Report of the independent registered public accounting firm;

• Consolidated Statements of Financial Position as of March 31, 2014 and 2015;

• Consolidated Statements of Income for the years ended March 31, 2013, 2014 and 2015;

• Consolidated Statements of Comprehensive Income for the years ended March 31, 2013, 2014 and 2015;

• Consolidated Statements of Changes in Equity for the years ended March 31, 2013, 2014 and 2015;

• Consolidated Statements of Cash Flows for the years ended March 31, 2013, 2014 and 2015; and

• Notes to the Consolidated Financial Statements.

The financial statements of the Company included in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Export Revenue

For the years ended March 31, 2013, 2014 and 2015, we generated Rs. 328,410 million, Rs. 391,393 million, and Rs. 427,368 million, or 87%, 89% and 90% of our total segment revenues from continuing operations of Rs. 376,882 million, Rs. 437,628 million and Rs. 473,182 million, respectively, from the export of our products and rendering of services outside of India.

Legal Proceedings

Please see the section titled “Legal Proceedings” under Item 4 of this Annual Report for this information.

Dividends

Public companies in India typically pay cash dividends even though the amount of such dividends varies from company to company. Under Indian law, a corporation can pay dividends upon a recommendation by the Board of Directors and approval by a majority of the shareholders, who have the right to decrease but not increase the amount of the dividend recommended by the Board of Directors. Under the Indian Companies Act, 2013, dividends may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years. The Companies Act, 2013 contains specific conditions for declaration of dividend out of reserves. The Dividend Rules also clarify that if there is an inadequacy or absence of profits in any year, a company can declare dividend out of surplus subject to compliance of certain conditions as prescribed in the Rules.

During fiscal year 2015, we paid a cash dividend of Rs. 10 per share, including an interim dividend of Rs. 5 per share.

On April 21, 2015, we proposed to pay a final cash dividend of Rs. 7 (US$ 0.11) per share on our equity shares and ADRs. This proposal is subject to approval by the shareholders of the Company at the ensuing Annual General Meeting of the shareholders. We expect a dividend payout (including dividend tax) of approximately Rs. 20,739 million.

Although we have no current intention to discontinue dividend payments, we cannot assure you that any future dividends will be declared or paid or that the amount thereof will not be decreased. Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in rupees and are generally converted by the Depositary into U.S. dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.

Significant Changes

None.

Item 9. The Offer and Listing

Price History

Our equity shares are traded on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited, (“NSE”) (together, the “Indian Stock Exchanges”). Our American Depositary Shares (“ADSs”), as evidenced by American Depositary Receipts, or ADRs, are traded in the U.S. on the New York Stock Exchange, (“NYSE”), under the ticker symbol “WIT”. Each ADS represents one equity share. Our ADSs began trading on the NYSE on October 19, 2000.

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As of March 31, 2015, we had 2,469,043,038 issued and outstanding equity shares. As of March 31, 2015, there were approximately 9,725 record holders of ADRs evidencing 48,387,123 equivalent ADSs equity shares. As of March 31, 2015, there were 213,588 record holders of our equity shares listed and traded on the Indian Stock Exchanges.

The following tables set forth for the periods indicated the price history of our equity shares and ADSs on the Indian Stock Exchanges and the NYSE. The stock prices for the prior periods are restated to reflect stock dividend issued by the Company from time to time.

	BSE								NSE								NYSE
	Price per equity share								Price per equity share								Price per ADS
	High (Rs.)		Low (Rs.)		High (US$)		Low (US$)		High (Rs.)		Low (Rs.)		High (US$)		Low (US$)		High (US$)		Low (US$)
Fiscal Year ended March 31,
2015		676.90		475.35		10.86		7.63		677.60		474.70		10.87		7.62		14.18		10.86
2014		610.50		315.30		10.17		5.25		611.00		314.85		10.18		5.24		14.26		6.91
2013		455.80		325.60		8.36		5.97		456.00		295.00		8.36		5.41		11.08		7.56
2012		490.15		310.20		9.63		6.10		490.00		310.50		9.63		6.10		15.39		8.63
2011		499.90		305.20		11.22		6.85		500.00		253.30		11.23		5.69		16.81		7.95
Quarter ended
March 31, 2015		676.90		539.15		10.86		8.65		677.60		538.35		10.87		8.64		14.18		10.88
December 31, 2014		621.50		524.85		9.97		8.42		621.90		524.85		9.98		8.42		13.17		11.05
September 30, 2014		599.20		528.00		9.62		8.47		599.00		530.00		9.61		8.51		12.48		11.24
June 30, 2014		595.00		475.35		9.55		7.63		594.70		474.70		9.54		7.62		13.90		10.86
March 31, 2014		610.50		528.95		10.17		8.81		611.00		528.70		10.18		8.81		14.26		12.22
December 31, 2013		561.25		465.40		9.35		7.75		561.50		466.65		9.35		7.77		12.66		10.13
September 30, 2013		501.00		341.40		8.35		5.69		500.60		341.50		8.34		5.69		10.70		7.08
June 30, 2013		462.85		315.30		7.71		5.25		463.00		314.85		7.71		5.24		10.35		6.91
Month ended
April 30, 2015		635.70		512.55		10.20		8.23		636.45		512.50		10.21		8.23		13.48		11.41
March 31, 2015		676.90		608.25		10.86		9.76		677.60		608.55		10.87		9.77		13.97		12.95
February 28, 2015		670.80		609.00		10.77		9.77		671.00		609.00		10.77		9.77		14.18		12.86
January 31, 2015		614.00		539.15		9.85		8.65		614.50		538.35		9.86		8.64		13.32		10.88
December 31, 2014		600.55		524.85		9.64		8.42		600.90		524.85		9.64		8.42		13.17		11.05
November 30, 2014		589.55		548.25		9.46		8.80		590.00		548.40		9.47		8.80		12.96		12.15

The US$ figure under BSE and NSE columns denote the share price in rupees converted to U.S. dollar at the rate of exchange of 1 US$ = Rs. 62.31 for the year ended March 31, 2015.

Source: www.bseindia.com for BSE data, www.nseindia.com for NSE data and www.nyse.com for NYSE data.

Plan of Distribution

Not applicable.

Markets

Our equity shares are traded on the BSE Limited (“BSE”), the National Stock Exchange of India Limited (“NSE”), and our ADSs began trading in the U.S. on the New York Stock Exchange on October 19, 2000.

Trading Practices and Procedures on the Indian Stock Exchanges

Trading volume on the National Stock Exchange accounts for a majority of the total trading volume on the Indian Stock Exchanges. Trading on both the BSE and NSE is accomplished on electronic trading platforms. Trading is done on a two-day fixed settlement basis on all of the exchanges. Any outstanding amount at the end of the settlement period is settled by delivery and payment. However, institutional investors are not permitted to ‘net out’ their transactions and must trade on a delivery basis.

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Orders can be entered with a specified term of validity that may last until the end of the session, day or settlement period. Dealers must specify whether orders are for a proprietary account or for a client. The Indian Stock Exchanges specify certain margin requirements for trades executed on the exchange, including margins based on the volume or quantity of exposure that the broker has on the market, as well as market-to-market margins payable on a daily basis for all outstanding trades. Trading on the Indian Stock Exchanges normally takes place from 9:15 a.m. to 3:30 p.m. on all weekdays, except holidays. The Indian Stock Exchanges do not permit carry forward trades. They have separate margin requirements based on the net exposure of the broker on the exchange. The Indian Stock Exchanges also have separate online trading systems and separate clearing houses.

The stock exchanges in India now operate on a trading day plus two, or T+2 rolling settlement systems. At the end of the T+2 period, obligations are settled with buyers of securities paying for and receiving securities, while sellers transfer and receive payment for securities. The SEBI is planning to move to a T+1 settlement system.

In order to contain the risk arising out of the transactions entered into by the members in various securities either on their own account or on behalf of their clients, the largest exchanges have designed risk management procedures, which include compulsory prescribed margins on the individual broker members, based on their outstanding exposure in the market, as well as stock specific margins from the members. There are generally no restrictions on price movements of any security on any given day. In order to restrict abnormal price volatility, SEBI has instructed the stock exchanges to apply the following price bands, calculated at the previous day’s closing price as follows.

Index based market wide circuit breaker

Market-wide circuit breakers are applied to the market for movements by 10%, 15% and 20% for two prescribed market indices; the SENSEX for the BSE and the Nifty for the NSE. If any of these circuit breaker thresholds are reached, trading on all equity and equity derivatives markets nationwide is halted. This circuit breaker brings about a coordinated trading halt in all equity and equity derivative markets nationwide. The market wide circuit breakers would be triggered by movement of either SENSEX or the NSE S&P CNX Nifty whichever is breached earlier. In the event of a 10% movement of either of these indices, there would be a 45 minute market halt if the movement takes place before 1 p.m. In the event the movement takes place at or after 1 p.m. but before 2:30 p.m. there will be a trading halt for 15 minutes. In the event the movement takes place at or after 2:30 p.m. there will be no trading halt at the 10% level and the market will continue trading. If there is a 15% movement of either index, there will be a 1-hour, 45 minute market halt if the movement takes place before 1 p.m. If the 15% trigger is reached at or after 1 p.m. but before 2 p.m., there will be a 45 minute halt. If the 15% trigger is reached on or after 2 p.m. the trading will halt for the remainder of the day. In case of a 20% movement of the index, the trading will be halted for the remainder of the day. The Index circuit breaker limits for 10%, 15% and 20% levels are computed on a daily basis based on the previous day’s closing level of the index rounded off to the nearest tick size.

Listing

The SEBI has promulgated regulations for listing and is governed through circulars issued from time to time by amending the Listing Agreement entered into by listed companies with stock exchanges. The Indian Stock Exchanges monitor the listed companies under the supervision of SEBI.

The National Stock Exchange of India Limited

The market capitalization of the capital markets (equities) segment of the NSE as of March 31, 2015 was approximately US$ 1.59 trillion. The clearing and settlement operations of the NSE are managed by its wholly-owned subsidiary, the National Securities Clearing Corporation Limited. Funds settlement takes place through designated clearing banks. The National Securities Clearing Corporation Limited interfaces with the depositaries on the one hand and the clearing banks on the other to provide delivery versus payment settlement for depositary-enabled trades. The NSE has approximately 1,000 members.

The BSE Limited

The estimated aggregate market capitalization of stocks trading on the BSE as of March 31, 2015, was approximately US$ 1.63 trillion. The BSE began allowing online trading in May 1995. The BSE has approximately 1,220 trading members. Only a member of the stock exchange has the right to trade in the stocks listed on the stock exchange.

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Derivatives

Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a separate segment of an existing stock exchange. The derivative exchange or derivative segment of a stock exchange functions as a self-regulatory organization under the supervision of the SEBI.

Depositories

The National Securities Depository Limited and Central Depository Services (India) Limited are the two depositories that provide electronic depository facilities for trading in equity and debt securities in India. The SEBI mandates that a company making a public or rights issue or an offer for sale to enter into an agreement with a depository for dematerialization of securities already issued or proposed to be issued to the public or existing shareholders. The SEBI has also provided that the issue and allotment of shares in initial public offerings and/or the trading of shares shall only be in electronic form.

Securities Transaction Tax

A brief description of the securities transaction tax and capital gains treatment under Indian law is provided under the section “Taxation” in Item 10.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

I tem 10. Additional Information

The Company is subject to the Indian Companies Act, 2013, which replaced the prior Indian Companies Act, 1956 (“Companies Act, 2013”) effective April 1, 2014. However the implementation of the new legislation has been completed in stages and is currently only partially effective. It is unclear where or how case law and practice will evolve, so we cannot predict the costs of compliance, or impact or burden on our resources. In addition, many of the provisions of the previous Companies Act, 1956 also continue to be applicable and both legislations are concurrently in operation until the Companies Act, 2013 is completely effective and enforced. On many of the provisions, clarifications are being provided by the Ministry of Corporate Affairs, through circulars and notifications effecting modification in rules or notifications or changes in the Companies Act, 2013.

Share Capital

Our Authorized Share Capital as of March 31, 2015 is Rs. 6,100,000,000/- (Rupees Six Hundred and Ten Crore Only) divided into 2,917,500,000 (two hundred and ninety one crores seventy five lakhs) Equity Shares of Rs. 2 (Rupees two only) each, 25,000,000 (Two Crore Fifty lakhs) preference shares of Rs. 10 (Rupees ten only) each and 150,000 (One lakh Fifty Thousand) 10% optionally convertible Cumulative Preference shares of Rs. 100 each.

As of March 31, 2015, 2,469,043,038 (two hundred and forty six crores ninety lakhs forty three thousand and thirty eight) Equity Shares, par value Rs. 2 per share were issued, outstanding and fully paid. We currently have no convertible debentures or warrants outstanding, except options outstanding under our employee stock option plans.

Memorandum and Articles of Association

Set forth below is a brief summary of the material provisions of our Articles of Association and the Companies Act, 2013, all as currently in effect. Wipro Limited is registered under the Indian Companies Act, 1913, which is now superseded by the Companies Act, 2013. We are registered with the Registrar of Companies, located in Karnataka, Bangalore, India, as Company No. 20800. The following description of our Articles of Association does not purport to be complete and is qualified in its entirety by the amended Memorandum and Articles of Association of Wipro Limited included as an exhibit to this Form 20-F filed with the Securities and Exchange Commission.

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Our Articles of Association were amended in July 2014 to comply with certain sections of the Companies Act, 2013 that govern companies limited by shares.

Our Articles of Association provide that the minimum number of directors shall be four and the maximum number of directors shall be fifteen. As of March 31, 2015, we had ten directors. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these directors must retire from office at each Annual General Meeting of the Shareholders. Under the Companies Act, 2013, independent directors are not subject to retirement by rotation. However, no independent director shall hold office for more than two consecutive terms. Under the Companies Act, 2013, an independent director may be appointed to hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on the passing of a special resolution and such other compliances as may be required. Our Articles of Association provide that at least two-thirds of the directors, not including the independent directors, shall be subject to retirement by rotation. Our Articles of Association do not mandate the retirement of our directors under an age limit requirement. Our Articles of Association do not require our Board members to be shareholders in our company.

Our Articles of Association provide that any director who has a personal interest in a transaction must disclose such interest, must abstain from voting on such transaction and may not be counted for purposes of determining whether a quorum is present at the meeting.

The remuneration payable to our directors may be fixed by our Board of Directors in accordance with the provisions of the Companies Act, 2013, and the rules and regulations prescribed by the Government of India.

Objects and Purposes of Our Memorandum of Association

The following is a summary of our existing objects as set forth in Section 3 of our Memorandum of Association:

• To undertake and carry on the business of providing all kinds of information technology based and enabled services in India and internationally, electronic remote processing services, eServices, including all types of Internet-based and Web enabled services, transaction processing, fulfillment services, business support services including but not limited to providing financial and related services such as billing services, processing services, database services, data entry business marketing services, business information and management services, training and consultancy services to businesses, organizations, firms, corporations, trusts, local bodies, states, governments and other entities; establishing and operating service processing centers for providing services for back office and processing requirements, marketing, sales and credit collection services for companies engaged in the business of remote processing and IT enabled services from a place of business in India or elsewhere, contacting and communicating to and on behalf of overseas customers by voice, data image or letters using dedicated international private lines to handle business process management, remote help desk management; and remote management.

• To carry on business in India and elsewhere as a manufacturer, assembler, designer, builder, seller, buyer, exporter, importer, factors, agents, hirers and dealers of computer hardware and software and any related aspects thereof.

• To carry on all or any of the business of soap and candle makers, tallow merchants, chemists, druggists, dry salters, oil-merchants, manufacturers of dyes, paints, chemicals and explosives and manufacturers of and dealers in pharmaceutical, chemical, medicinal and other preparations or compounds, perfumery and proprietary articles and photographic materials and derivatives and other similar articles of every description.

• To carry on business as manufacturers, sellers, buyers, exporters, importers, and dealers of fluid power products.

• To carry on the business of extracting, manufacturing and dealing in hydrogenated vegetable oil.

• To carry on any other trade or business whatsoever as can in the opinion of us be advantageously or conveniently carried on by us.

• To carry on the business of providing solutions for water treatment including but not limited to ultra pure water, waste water treatment, water reuse, desalination and related activities.

• To carry on the business of renewable energy systems and food and agricultural product processing and related industries.

Effective March 31, 2013 (“Effective Date”), the consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) were demerged (the “Demerger”) into Wipro Enterprises Limited, a company incorporated under the laws of India. The Demerger was effected pursuant to a scheme of arrangement (“Scheme”) approved by the High Court of Karnataka, Bangalore. Pursuant to the Court order approving the Demerger, for a period of ten years from the effective date of the Demerger, the Company may not, except with the express prior written consent of Wipro Enterprises Limited, engage in, or be connected as a controlling shareholder with any company which engages in any activities that are in competition to the Diversified Business.

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Borrowings Power Exercisable by the Directors

The Board of Directors has the authority to borrow funds up to a limit of one time the Company’s paid-up capital and free reserves. Borrowings beyond this limit will require the approval of the shareholders of the Company.

Number of Shares Required for Director’s Qualification

Directors are not required to hold shares in the Company as a prerequisite to serving on our Board of Directors.

Description of Equity Shares

Dividends

Under the Companies Act, 2013, unless our Board of Directors recommends the payment of a dividend we may not declare a dividend. Similarly, under our Articles of Association, although the shareholders may, at the Annual General Meeting of the Shareholders, approve a dividend in an amount less than that recommended by the Board of Directors, they cannot increase the amount of the dividend. In India, dividends are declared as a fixed sum per share on the company’s equity shares. The dividend recommended by the Board, if any, and subject to the limitations described above, is distributed and paid to shareholders in proportion to the paid up value of their shares within 30 days of the approval by the shareholders at the Annual General Meeting. Pursuant to our Articles of Association, our Board of Directors has discretion to declare and pay interim dividends without shareholder approval. Under the Companies Act, 2013, read with the listing agreements entered into with Indian stock exchanges, dividends can only be paid in cash to the registered shareholder at a record date fixed on or prior to the Annual General Meeting or to his order or his banker’s order.

The Companies Act, 2013, read with the Rules, provides that any dividends that remain unpaid or unclaimed are to be transferred to the Investor Education and Protection Fund created by the Indian Government after the stipulated time. The Companies Act, 2013 also stipulates that the underlying shares with respect to those dividends shall also be transferred to the Investor Education and Protection Fund. However, this provision is not effective because the Rules have not yet been prescribed under the Companies Act, 2013. Under the Companies Act, 2013, dividends may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years subject to transfer of such portion. The Companies Act, 2013 further provides that, in the event of an inadequacy or absence of profits in any year, a dividend may be declared for such year out of the company’s accumulated profits, subject to the fulfillment of certain conditions.

We are subject to taxation for each dividend declared, distributed or paid for a relevant period by our company.

Corporate Social Responsibility

The Companies Act, 2013, read with Rules, requires companies meeting requirements of certain thresholds of net worth, turnover or net profits to constitute a Corporate Social Responsibility (“CSR”) Committee and to spend 2% of average profits before taxes for the previous three fiscal years on such identified areas of CSR. This requirement is effective April 1, 2014. We are complying with this requirement and a detailed report on CSR for fiscal year 2014-15 will be included in the Annual Report of the Company for fiscal year 2014-15 to be filed in India. In the event we are unable to spend the required amount, we will be required to disclose details of amounts spent and, in case of any shortfall in such spending, also state the reasons for the shortfall.

Bonus Shares

In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act, 2013 permits a company to distribute an amount transferred from the general reserve or other permitted reserves, including share premium account and surplus in the company’s statement of income, to its shareholders in the form of bonus shares, which are similar to a stock dividend. Bonus shares are distributed to shareholders in the proportion recommended by the Board of Directors to such shareholders of record on a fixed record date when they are entitled to receive such bonus shares. Any bonus shares issuance would be subject to the Securities and Exchange Board of India (“SEBI”) guidelines.

Audit and Annual Report

At least twenty one days before the Annual General Meeting of the Shareholders (excluding the days of mailing and date of the meeting), we are required to distribute to our shareholders audited financial statements including a consolidated financial statement and the related reports of our Board of Directors and the Auditors, together with a notice convening the Annual General Meeting. The SEBI permits distribution of abridged financial statements to shareholders in India in lieu of complete versions of financial statements. Under the Companies Act, 2013, a company must file the balance sheet and annual statement of profit and loss account presented to the shareholders within 30 days of the conclusion of the Annual General Meeting with the Registrar of Companies.

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A company must also file an annual return containing a list of the company’s shareholders and other company information within 60 days of the conclusion of the meeting. As required under the Companies Act, 2013, an extract of the Annual Return for the financial year end, will be included in our Board of Directors report.

Consolidation and Subdivision of Shares

The Companies Act, 2013 permits a company to split or combine the par value of its shares, provided such split or combination is not made in fractions. Shareholders of record on a fixed record date are entitled to receive the split or combination shares.

Preemptive Rights, Issue of Additional Shares and Distribution of Rights

The Companies Act, 2013 gives shareholders the right to subscribe for new shares in proportion to their respective existing shareholdings unless otherwise determined by a special resolution passed by a general meeting of the shareholders, and the right to renounce such subscription right in favor of any other person. Holders of ADSs may not be permitted to participate in any such offer.

If we ever plan to distribute additional rights to purchase our equity shares, we will give prior written notice to the Depositary and we will assist the Depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

The Depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, subject to all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The Depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new equity shares directly, rather than new ADSs.

The Depositary will not distribute the rights to you if:

• we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;

• we fail to deliver satisfactory documents to the Depositary; or

• it is not reasonably practicable to distribute the rights.

The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders in the same manner as in cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.

Voting Rights

The Companies Act, 2013 provides for listed companies like ours to compulsorily provide for electronic voting by its members. The timelines and procedure for such voting are provided for in Companies (Management and Administration) Rules, 2014 with the necessary clarifications and applicability of the Rules provided by the Ministry of Corporate Affairs. Our procedures will comply with such rules and provide the opportunity for electronic voting by shareholders.

Related Party Transactions

The disclosures and approvals required with respect to related party transactions under Section 188 of the Companies Act, 2013 were modified as compared to requirements under the Companies Act, 1956. Further, Clause 49 of the Listing Agreement stipulates certain requirements with respect to Related Party transactions for listed companies in India. Significant provisions with respect to related party transactions are detailed below.

As per the Companies Act, 2013, approval of the Central Government for certain related party transactions above the prescribed limit for certain class of companies is no longer required. However prior approval of shareholders by way of an Ordinary Resolution is required for all the related party transactions which are not in the ordinary course of business and which are not at arm’s length basis. No prior approval is required for transactions which are in the ordinary course of business and which are undertaken at arm’s length basis. Disclosure of related party transactions is required to be included in the Director’s Report along with justification for entering in to such contracts and arrangements.

As per Clause 49 of the Listing Agreement with Indian Stock Exchanges, all related party transactions shall require prior approval of the Audit Committee. However, such prior approval does not apply for transactions between a holding Company and its wholly owned subsidiary whose accounts are consolidated with such holding Company and placed before the shareholders at the general meeting for approval. The Audit Committee may grant omnibus approval for related party transactions proposed to

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be entered into by the Company subject to certain conditions. Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals accorded by the Committee. Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on related party transactions of the Company and such approval shall be applicable in respect of transactions which are repetitive in nature. A similar enabling provision is introduced under the Companies Act, 2013 empowering Audit Committee to provide omnibus approval for related party transactions on annual basis subject to certain conditions as may be stipulated by the Central Government.

Under the Companies Act, 2013, where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Board or approval by an ordinary resolution in the general meeting and if it is not ratified by the Board or shareholders at a meeting, as the case may be, within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board.

Liquidation Rights

Subject to the rights of creditors, employees and the holders of any shares entitled by their terms to preferential repayment over the equity shares, if any, in the event of our winding-up, the holders of the equity shares are entitled to be repaid the amounts of paid up capital or credited as paid up on those equity shares. All surplus assets after payments to the holders of any preference shares at the commencement of the winding-up shall be paid to holders of equity shares in proportion to their shareholdings.

Preference Shares

Preference shares have preferential dividend and liquidation rights. Preference shares may be redeemed if they are fully paid, and only out of our profits, or out of the proceeds of the sale of shares issued for purposes of such redemption. Holders of preference shares do not have the right to vote at shareholder meetings, except on resolutions which directly affect the rights of their preference shares. However, holders of cumulative preference shares have the right to vote on every resolution at any meeting of the shareholders if the dividends due on the preference shares have not been paid, in whole or in part, for a period of at least two years prior to the date of the meeting. Currently, we have no preference shares issued and/or outstanding.

The cumulative preference shares have the power to increase and reduce or consolidate or sub-divide the capital of the Company. Currently the cumulative preference shares have the power to divide the shares in the Capital into several classes and to attach preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or, in accordance with the Articles of Association of the Company. Further, the cumulative preference shares have the ability to verify, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or provided by the Articles of Association of the Company if and whenever the capital of the Company is divided into shares of different class, the rights of any such class may be varied, modified, affected, extended, abrogated or surrendered as provided by the said Act or by Articles of Association or by the terms of issue, but not further or otherwise.

Redemption of Equity Shares

Under the Companies Act, 2013, unlike preference shares, equity shares are not redeemable.

Liability on Calls

Not applicable.

Discriminatory Provisions in Articles

There are no provisions in our Articles of Association discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.

Alteration of Shareholder Rights

Under the Companies Act, 2013, the rights of any class of shareholders can be altered or varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class if the provisions with respect to such variation are contained in the Memorandum of Association or Articles of Association of the Company, or in the absence of any such provision in the Memorandum of Association or Articles of Association, if such variation is not prohibited by the terms of issue of the shares of that class.

Under the Companies Act, 2013, the Articles of Association may be altered only by way of a special resolution. We amended our Articles of Association with the approval of the shareholders at the last Annual General Meeting held in July 2014 to comply with the Companies Act, 2013 and the Rules thereunder.

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Meeting of Shareholders

We must convene an Annual General Meeting of the Shareholders within six months after the end of each fiscal year and may convene an extraordinary general meeting of shareholders when necessary or at the request of a shareholder or shareholders holding at least 10% of our paid up capital carrying voting rights. The Annual General Meeting of the Shareholders is generally convened by our Secretary pursuant to a resolution of our Board of Directors. Written notice setting out the agenda of the meeting must be given at least 21 days, either through electronic communication or hard copy mail, excluding the days of mailing and date of the meeting, prior to the date of the Annual General Meeting to the shareholders of record. Shareholders who are registered as shareholders on a pre-determined date are entitled to such notice or their proxies and have a right to attend or vote at such meeting. The Annual General Meeting of the Shareholders must be held at our registered office or at such other place within the city in which the registered office is located. Meetings other than the Annual General Meeting of the Shareholders may be held at any other place if so determined by our Board of Directors. The Companies Act, 2013 provides that a quorum for an Annual General Meeting of the Shareholders is the presence of at least thirty shareholders in person.

Additionally, shareholder consent for certain items or special business is required to be obtained by a postal ballot. In order to obtain the shareholders’ consent, our Board of Directors appoints a scrutinizer, who is not in our employment, who, in the opinion of the Board, can conduct the postal ballot voting process in a fair and transparent manner in accordance with the provisions of Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. The Companies Act, 2013 provides for electronic voting for all listed companies. Shareholders will be able to vote electronically based on the user id and password provided to them.

Limitations on the Rights to Own Securities

The limitations on the rights to own securities imposed by Indian law, including the rights of non-resident or foreign shareholders to hold securities, are discussed in Item 10 of this Annual Report, under the section titled “Currency Exchange Controls” and is incorporated herein by reference.

Voting Rights of Deposited Equity Shares Represented by ADSs

As soon as practicable after receipt of notice of any meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials, (b) that each holder on the record date set by the Depositary therefore will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such holders of ADSs, and (c) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us.

On receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date.

The Depositary will make all reasonable efforts, and subject to the provisions of Indian law, our Memorandum of Association and our Articles of Association, to vote or to have its agents vote the shares or other deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion.

Neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Register of Shareholders; Record Dates; Transfer of Shares

We maintain a register of our shareholders in electronic form through the National Securities Depository Limited and the Central Depository Services (India) Ltd. For the purpose of determining the shares entitled to annual dividends, the register is closed for a specified period prior to the Annual General Meeting of the Shareholders. The date on which this period begins is the record date. We may close the register of shareholders to determine which shareholders are entitled to specified shareholder rights. The Companies Act requires us to give at least seven days’ prior notice to the public before such closure. We may not close the register of shareholders for more than thirty consecutive days, and in no event for more than 45 days in a year. Trading of our equity shares, however, may continue while the register of shareholders is closed.

Shares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. The requirement to hold the equity shares in book entry form will apply to the ADS holders when the equity shares are withdrawn from the depository facility upon surrender of the ADSs. In order to trade the equity shares in the Indian market, the withdrawing ADS holder will be required to comply with the procedures described above.

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The equity shares of a public company are freely transferable, subject only to the provisions of Section 56 of the Companies Act, 2013. Since we are a public company, the provisions of Section 56 will apply to us. Our Articles of Association currently contain provisions which give our directors discretion to refuse to register a transfer of shares in some circumstances. Furthermore, in accordance with the provisions of Section 56(1) of the Companies Act, 2013, our directors may refuse to register a transfer of shares if they have sufficient cause to do so. If our directors refuse to register a transfer of shares, the shareholder wishing to transfer his, her or its shares may file a civil suit or an appeal with the Company Law Board.

Pursuant to Section 59(4) of the Companies Act, 2013, if a transfer of shares contravenes any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or the Companies Act, 2013, Indian Securities and Exchange Board of India Act, 1992, or the regulations issued thereunder, or the Indian Sick Industrial Companies (Special Provisions) Act, 1985, or any other Indian laws in force at the time, the Company Law Board may, on application made by the Company, a depositary incorporated in India, an investor, the Securities and Exchange Board of India or other parties, direct the rectification of the register of records. Under the Companies Act, 2013 unless the shares of a company are held in a dematerialized form, a transfer of shares is effected by an instrument of transfer in the form prescribed by the Companies Act and the rules thereunder together with delivery of the share certificates. Our transfer agent for our equity shares is Karvy Computershare Pvt. Limited located in Hyderabad, India.

Company Acquisition of Equity Shares

Under the Companies Act, 2013, the Company can reduce its share capital subject to fulfillment of conditions. A company is not permitted to acquire its own shares for treasury operations. Public companies which are listed on a recognized stock exchange in India must comply with provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

Disclosure of Ownership Interest

Section 89 of the Companies Act, 2013 requires beneficial owners of shares of Indian companies who are not holders of record to declare to the company details of the beneficial owner. There are penal provisions prescribed under the Companies Act, 2013 for non-compliance with this Section.

Provisions on Changes in Capital

Our authorized capital can be altered by an ordinary resolution of the shareholders in a general meeting. The additional issue of shares is subject to the preemptive rights of the shareholders and provisions governing the issue of additional shares are discussed in Item 10 of this Annual Report. In addition, a company may increase its share capital, consolidate its share capital into shares of larger face value than its existing shares or sub-divide its shares by reducing their par value, subject to an ordinary resolution of the shareholders in a general meeting.

Takeover Code and Listing Agreements

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”) is applicable to publicly listed Indian companies and to any person acquiring our equity shares or voting rights in the Company, including ADSs. Under the Takeover Code, upon the acquisition of more than 5% and every 2% thereafter of the outstanding shares or voting rights of a publicly-listed Indian company, a purchaser is required to notify the company and the company and the purchaser is required to notify all the stock exchanges on which the shares of such company are listed. An ADS holder would be subject to these notification requirements.

Upon the acquisition of 25% or more of such shares or voting rights, or a change in control of the company, the purchaser is required to make an open offer to the other shareholders, offering to purchase 26% of all the outstanding shares of the company or such number of shares that will result in the public shareholding not falling below the minimum public holding requirement, whichever is lower. SEBI has recently amended the Takeover Code to revise the existing limits and procedures. Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to the acquisition of ADS having voting rights. The acquisition of ADS having voting rights, irrespective of conversion into underlying equity shares, is subject to disclosures, acquisition trigger and the reporting requirements under the Takeover Code.

A listed company can be delisted under the provisions of the SEBI (Delisting of Securities) Guidelines, 2003, which govern voluntary and compulsory delisting of shares of Indian companies from the stock exchanges.

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SEBI (Prohibition of Insider Trading) Regulations, 2015

The SEBI (Prohibition of Insider Trading) Regulations, 2015 were announced on January 15, 2015 (the “Regulations”) and become effective on May 15, 2015. Key changes under the Regulations include:

• Widening the definition of “Insider” to include “connected person” such as any person who has a contractual, fiduciary or employment relationship that allows such person directly or indirectly access to unpublished price sensitive information (“UPSI”).

• Limiting the scope of “Relatives” to “Immediate Relatives” as defined under the Regulations.

• Defining UPSI and “generally available information” and prohibiting trading by Insiders while they are in possession of UPSI.

• Widening the definition of “trading” to include “dealing,” “subscribing” and “pledging” when in possession of UPSI.

• Widening the disclosure obligations of trading by Insiders to include all employees (and their immediate relatives) for trading in excess of Rs.10 lakhs of securities in a calendar quarter.

• Requiring Insiders to exchange UPSI only on need-to-know basis.

• Prohibiting the procurement of UPSI except for legitimate purposes, performance of duties or discharge of legal obligations.

• Creating a Trading Plan option for persons who may be perpetually in possession of UPSI.

• Changing the re-opening of the trading window for Insiders from 24 to 48 hours after information becoming generally available to public.

Under the Regulations, the Company is required to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its securities. This policy shall be framed on principles such as equality of access to information, publication of policies such as those on dividends, inorganic growth pursuits, calls on meetings with analysts, publication of transcripts of such calls and meetings and the like are set out in the schedule.

Material Contracts

We are a party to various employment arrangements and indemnification agreements with our directors and executive officers. See “Terms of Employment Arrangements and Indemnification Agreements” under Item 6 of this Annual Report for a further description of the employment arrangements and indemnification agreements that we have entered into with our directors and executive officers.

Foreign Direct Investment

Foreign investments in India are governed by the provisions of the Foreign Exchange Management Act (“FEMA”) 1999 and are subject to the regulations issued by the Reserve Bank of India (“RBI”) from time to time. The Foreign Direct Investment Scheme under the Reserve Bank’s Automatic Route enables Indian companies, other than those specifically excluded, to issue shares to persons residing outside India without prior permission from the RBI, subject to certain conditions. General permission has been granted for the transfer of shares and convertible debentures by a person resident outside India as follows: (i) for transfers of shares or convertible debentures held by a person resident outside India other than Non-Resident Indian (“NRI”), to any person resident outside India and (ii) NRIs are permitted to transfer shares or convertible debentures of Indian company to other NRIs. General permission has also been given for transfers between a person resident in India and a person resident outside India subject to stipulated conditions.

In cases where such conditions are not met, approval of the Central Government and the Reserve Bank of India may be also required.

With effect from February 3, 2015, the limits for allowable remittance from India by a person resident in India under the Liberalised Remittance Scheme issued by RBI, has been increased to US$250,000 from US$ 125,000, per financial year, for any permitted current or capital account transaction or a combination of both.

Over a period of time, and particularly since 1991, the Government of India has relaxed the restrictions on foreign investment and most industry sectors do not require prior approval of the Foreign Investment Promotion Board (“FIPB”) or RBI, if the percentage of equity holding by all foreign investors does not exceed specified industry specific thresholds. Moreover, the Government of India recently relaxed the thresholds for approval of FIPB for total foreign equity inflow and such approval will be required only for such inflow of Rs. 12,000 million and above. Purchases by foreign investors of ADSs are treated as direct foreign investment in the equity issued by Indian companies for such offerings. Foreign investment up to 100% of a company’s share capital is currently permitted in the IT industry. The Government of India has recently clarified the calculation of foreign investment in an Indian company through direct or indirect routes for such investment.

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Transfer of ADSs and Surrender of ADSs

A person resident outside India may transfer the ADSs held in Indian companies to another person resident outside India without any permission. An ADS holder is permitted to surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the Deposit Agreement. Under Indian regulations, the re-deposit of these equity shares with the depositary to ADSs may not be permitted.

Depository Receipts Scheme 2014

The Ministry of Finance, Government of India (“Ministry of Finance”) enacted the new Depository Receipt Scheme, 2014 (“2014 Scheme”) which replaced the Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993. While the 2014 Scheme has not been fully implemented yet, below is a brief summary of some of the key provisions.

There are certain relaxations provided under the 2014 Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs or GDSs. However, such conversion is subject to compliance with the provisions of the 2014 Scheme and the periodic guidelines issued by the regulatory authorities. Therefore ADSs converted into Indian shares may be converted back into ADSs, subject to certain limits of sectorial caps.

Under the 2014 Scheme, the foreign depository may take instruction from Depository Receipts holders to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the 2014 Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of Depository Receipts, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999.

The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” introduced to define equity shares of the Company held by public to include shares underlying Depository Receipts if the holder of such Depository Receipts has the right to issue voting instruction and such Depository Receipts are listed in international stock exchange in accordance with the 2014 Scheme. The final regulations regarding the implementation of these amendments to Clause 35 and 40A of the Listing Agreement with Indian stock exchanges have not been released.

Conditions for issuance of ADSs or GDSs outside India by Indian Companies

Eligibility of issuer: An Indian company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securities market by SEBI will not be eligible to issue ADSs or GDSs apart from Foreign Currency Convertible Bonds.

Eligibility of subscriber: Overseas Corporate Bodies (“OCBs”) who are not eligible to invest in India through the portfolio route and entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe to (i) Foreign Currency Convertible Bonds and (ii) ADSs or GDSs.

The “relevant date” means date of the meeting in which the Board of the company or the Committee of Directors duly authorized by the Board of the company decides to open the proposed issue.

Investment by Non-Resident Indians

A variety of facilities for making investments in shares of Indian companies is available to individuals of Indian nationality or origin residing outside India. These facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis that is not generally available to other foreign investors. A Non-Resident Indian (“NRI”) or a Person of Indian Origin (“PIO”) resident outside India may invest by way of contribution to the capital of a firm or a proprietary concern in India on a non-repatriation basis. These facilities are different and distinct from investments by the Foreign Direct Investors described above. Indian companies are now allowed, without prior Government of India approval, to invest in joint ventures or wholly-owned subsidiaries outside India. The amount invested may not exceed four times the net worth of the company or its equivalent in a financial year which has since been reduced by RBI to one times the net worth of the Company. The RBI no longer recognizes Overseas Corporate Bodies, or OCBs as an eligible class of investment vehicle under various routes and schemes under the foreign exchange regulations.

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NRIs are permitted to make investments through a stock exchange, or Portfolio Investments on favorable tax and other terms under India’s Portfolio Investment Scheme. Under the scheme, an NRI can purchase up to 5% of the paid up value of the shares issued by a company, subject to the condition that the aggregate paid up value of shares purchased by all NRIs does not exceed 10% of the paid up capital of the company. The 10% ceiling may be exceeded if a special resolution is passed in a general meeting of the shareholders of a company, subject to the overall ceiling of Foreign Direct Investment limit.

In terms of Schedule 1 of the Notification No. FEMA 20/2000-RB dated May 3, 2000, a person resident outside India can purchase equity shares/compulsorily convertible preference shares and compulsorily convertible debentures (equity instruments) issued by an Indian company under the FDI policy and the Indian company is allowed to receive the amount of consideration in advance towards issue of such equity instruments, subject to the terms and conditions laid down therein. Further, general permission is available to Indian companies to refund the amounts received towards purchase of shares under Regulation 5 (1) of Notification No. FEMA 20/2000-RB dated May 3, 2000, as amended from time to time. The Reserve Bank of India vide circular No. 20 dated December 14, 2007, decided that with effect from November 29, 2007, the equity instruments should be issued within 180 days of the receipt of the inward remittance. If the equity instruments are not issued within 180 days from the date of receipt of the inward remittance or date of debit to the Non-resident External Account (NRE)/Foreign Currency Non-Resident Account (FCNR) (B)/ escrow account, the amount of consideration so received shall be refunded to the non-resident investor by outward remittance through normal banking channels or by credit to the NRE/FCNR (B) account, as the case may be or approach the Reserve Bank of India with an action plan for allotment of equity shares.

It is also clarified that the advances against equity instruments may be received only where the FDI is allowed under the automatic route.

Investment by Foreign Portfolio Investors

Recently, SEBI introduced Foreign Portfolio Regulations 2014 (“FPI Regulations”) which repealed SEBI (Foreign Institutional Investors), Regulations, 1995. Under the FPI Regulations, foreign institutional investors, sub-accounts and qualified foreign investors merged into a new investor class called as foreign portfolio investors. FPI Regulations restricts purchase of equity shares of each company by a single foreign portfolio investor or an investor group to below 10% of the total issued capital of the company. Investment by foreign portfolio investor shall also be subject to such other conditions and restrictions as may be specified by the Government of India, from time to time.

Ownership Restrictions

The limit of FII investment in a company has been linked to sectoral caps/statutory ceilings as applicable to the concerned industry subject to obtaining the approval of the shareholders by a special resolution. NRIs in the aggregate may hold no more than 24% of a company’s equity shares (subject to obtaining the approval of the shareholders by a special resolution), excluding the equity shares underlying the ADSs. Furthermore, SEBI regulations provide that no single FII may hold more than 10% of a company’s total equity shares and no single NRI may hold more than 5% of a company’s total equity shares. There is uncertainty under Indian law about the tax regime applicable to FIIs which hold and trade ADSs. FIIs are urged to consult with their Indian legal and tax advisers about the relationship between the FII guidelines and the ADSs and any equity shares withdrawn upon surrender of ADSs.

Overseas Investment – Liberalization

Regulation 6 of the Notification No. FEMA.120/RB-2004 dated July 7, 2004 read together with Circular No. 42 dated May 12, 2005, dated September 26, 2007 and circular No. 30 dated September 4, 2013 as amended from time to time, issued by the RBI, provided that an Indian entity is permitted to invest up to 400% of the net worth of the Indian entity if the funding is from eligible external commercial borrowings.

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Taxation

The following summary is based on the law and practice of the Indian Income-tax Act, 1961, or Income Tax Act, including the special tax regime contained in Sections 115AC and 115ACA of the Income Tax Act read with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depositary Receipt Mechanism) Scheme, 1993, as amended on, January 19, 2000, or the Issue of Foreign Currency Convertible bonds and Ordinary Shares Scheme. The Income Tax Act is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed by future amendments to the Income Tax Act.

We believe this information is materially complete as of the date hereof, however, this summary is not intended to constitute a complete analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.

Residence. For purposes of the Income Tax Act, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for:

• a period or periods amounting to 182 days or more; or

• 60 days or more and, within the four preceding years has been in India for a period or periods amounting to 365 days or more.

The period of 60 days referred to above shall be read as 182 days (i) in case of a citizen of India who leaves India in a fiscal year for the purposes of employment outside of India or (ii) in case of a citizen of India or a person of Indian origin living abroad who visits India and within the four preceding years has been in India for a period or periods amounting to 365 days or more.

A company is a resident of India if it is incorporated in India or the control and the management of its affairs is situated wholly in India. Companies that are not residents of India would be treated as non-residents for purposes of the Income Tax Act. However, the Finance Act, 2015 has amended and broadened the definition of resident with regards to a company, by including companies with place of effective management at any time during the previous year in India.

Taxation of Distributions. As per Section 10(34) of the Income Tax Act, dividends paid by Indian Companies on or after April 1, 2003 to their shareholders (whether resident in India or not) are not subject to tax in the hands of shareholders. However, the Company paying the dividend is currently subject to a dividend distribution tax (“DDT”) of 15% on the total amount it distributes, declares or pays as a dividend, in addition to the normal corporate tax. The surcharge on DDT for domestic companies is 10% in addition to an additional surcharge called an “education cess” of 3% on such taxes and surcharge, based on which the effective tax on dividend distributed is 16.995%. Effective October 1, 2014, for the purposes of determining the tax on distributed profits, DDT is calculated on gross distributable surplus, thus the effective rate of DDT is 19.994% on the amount actually distributed as dividends to shareholders. Additionally, effective June 1, 2011, the SEZ developers profits will also be included while calculating the DDT, which was previously exempt from the DDT. Currently the cascading effect is avoided only for the immediate domestic subsidiary company, which is not a subsidiary of another subsidiary. The Finance Act, 2012, with a view to remove the cascading effect in a multi-tier corporate structure, has amended the Act specifying that the holding company is not required to pay DDT on its dividend distributed (in the same fiscal year) to the extent the DDT has already been paid by its subsidiary. The Finance Act, 2013 has amended the Finance Act, 2012 to specify that the 15% tax paid on dividends received from a foreign subsidiary is available for set-off against the DDT payable by a domestic company. The Finance Act, 2015 has increased the surcharge from existing 10% to 12%, based on which the effective tax on dividend distributed may go up from 19.99% to 20.358%, including a gross up.

Any distributions of additional ADSs or equity shares to resident or non- resident holders will not be subject to Indian tax.

Taxation of Capital Gains. The following is a brief summary of capital gains taxation of non-resident holders and resident employees in respect of the sale of ADSs and equity shares received upon redemption of ADSs. The relevant provisions are contained mainly in sections 45, 47(vii)(a), 115AC and 115ACA, of the Income Tax Act, 1961, in conjunction with the Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme. Gains realized upon the sale of ADSs and listed shares that have been held for a period of more than thirty-six months and twelve months, respectively, are considered long-term capital gains. Gains realized upon the sale of ADSs and shares that have been held for a period of thirty six months or less and twelve months or less, respectively, are considered short term capital gains. Capital gains are taxed as follows:

• Gains from a sale of ADSs outside India, by a non-resident to another non-resident are not taxable in India.

• Long-term capital gains realized by a resident employee from the transfer of the ADSs will be subject to tax at the rate of 10%. Short-term capital gains on such a transfer u/s 115AD of the Income Tax Act, 1961 will be taxed at graduated rates with a maximum of 30%.

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• Long-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made off a recognized stock exchange, are subject to tax at a rate of 10% u/s 115AD of the Income Tax Act, 1961.

• Long-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made on a recognized stock exchange, is exempt from tax and the short-term capital gains on such sale will be taxed at 15%. An additional tax called “Securities Transaction Tax”, or “STT” (described in detail below) will be levied at the time of settlement.

• The Finance Act, 2015 has amended the law to compute the holding period of capital asset being share or shares of a company, acquired by a non-resident on redemption of GDR, from the date on which a request for redemption was made.

• In addition to the above, a surcharge as set forth below and an additional surcharge called an “education cess” of 3% is levied as follows:

Category of person	Surcharge Rates
Resident other than company*	10%, if total income > Rs. 10 million
Resident company*	5%, if total income > Rs. 10 million and < Rs. 100 million
	10%, if total income > Rs. 100 million
Non Resident other than company	10%, if total income > Rs. 10 million
Foreign company	2%, if total income > Rs. 10 million and < Rs. 100 million
	5%, if total income > Rs. 100 million

* Note: The Finance Act, 2015 has increased the surcharge for residents/ non-residents other than a company by 2% over the rate mentioned in the above table.

The above rates may be reduced by the applicable tax treaty in case of non-residents. The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase price of the equity shares or ADSs. In the case of employees who receive shares allotted as part of a company’s stock option plan, the purchase price shall be the fair market value which has been taken into account for the purpose of computing the perquisite on salaries. In 1992, the government allowed established Indian companies to issue foreign currency convertible bonds (FCCB). Effective April 2008, the conversion of FCCBs into shares or debentures of any company shall not be treated as a ‘transfer’ and consequently will not be subject to capital gains tax upon conversion. Further, the cost of acquisition of the shares received upon conversion of the bond shall be the price at which the corresponding bond was acquired. Prior to this amendment, the price of the shares received on conversion was arrived by using the “stepped up” basis.

With the enactment of Finance Act (No.2) 2009, the value of shares/securities allotted under any Employees Stock Option Plan is treated as a perquisite in the hands of employees and will be taxed accordingly effective April 1, 2009. The tax rate will vary from employee to employee with a maximum of 30.90% (subject to the prevailing tax rate slab) on the perquisite value. The perquisite value is calculated as the difference between the fair market value of the share / security on the date of exercise minus the exercise price.

According to the Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme, a non-resident holder’s holding period for the purposes of determining the applicable Indian capital gains tax rate in respect of equity shares received in exchange for ADSs commences on the date of notice of the redemption by the depositary to the custodian. For purposes of determining the holding period for a resident employee, the holding period starts from the date of allotment of such assets.

Capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax as per the domestic income tax law. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short term capital gains, will be subject to tax at variable rates with a maximum rate of 40% in the case of foreign companies and at graduated rate with a maximum of 30%, in the case of resident employees and non-resident individuals. In addition to this, there will be a surcharge levied as set forth on the table below and an additional surcharge called “education cess” of 3% in addition to the above tax and surcharge will be levied.

Category of person	Surcharge Rate
Resident other than company*	10%, if total income > Rs. 10 million
Resident company*	5%, if total income > Rs. 10 million and < Rs. 100 million
	10%, if total income > Rs. 100 million
Non Resident other than company	10%, if total income > Rs. 10 million
Foreign company	2%, if total income > Rs. 10 million and < Rs. 100 million
	5%, if total income > Rs. 100 million

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* Note: The Finance Act, 2015 has increased the surcharge for residents/ non-residents other than a company by 2% over the rate mentioned in the above table.

As per Section 55(2) of the Income Tax Act, the cost of any share (commonly called a “bonus share”) allotted to any shareholder without any payment and on the basis of such shareholder’s share holdings, shall be nil. The holding period of bonus shares for the purpose of determining the nature of capital gains shall commence on the date of allotment of such shares by the company.

Securities Transaction Tax: The Finance Act, 2004 had introduced certain new provisions with regard to taxes on the sale and purchase of securities, including equity shares. On and after October 1, 2004, in respect of a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to pay each a Securities Transaction Tax, or STT at the prescribed rates on the transaction value of the securities, if a transaction is a delivery based transaction (i.e. the transaction involves actual delivery or transfer of shares); and (ii) the seller of the shares is required to pay a STT at the prescribed rates on the transaction value of the securities, if the transaction is a non-delivery based transaction, i.e. a transaction settled without taking delivery of the shares. The Finance Act, 2013 has reduced the rate of STT as follows:

Sl No	Nature of taxable securities transactions	Payable by	Existing rates (in per cent)	Rates (in per cent)
(1)	(2)	(3)	(4)	(5)
1	Delivery based purchase of units of an equity oriented fund entered into in a recognized stock exchange	Purchaser	0.1	Nil
2	Delivery based sale of units of an equity oriented fund entered into in a recognized stock exchange	Seller	0.1	0.001
3	Sale of a futures in securities	Seller	0.017	0.01
4	Sale of unit of an equity oriented fund to the mutual fund	Seller	0.25	0.001

Withholding Tax on Capital Gains. Any gain realized by a non-resident or resident employee on the sale of equity shares is subject to Indian capital gains tax, which, in the case of a non-resident is to be withheld at the source by the buyer. However, as per the provisions of Section 196D(2) of the Income Tax Act, no withholding tax is required to be deducted by way of capital gains arising to Foreign Institutional Investors as defined in Section 115AD of the Income Tax Act on the transfer of securities defined in Section 115AD of the Income Tax Act.

Buy-back of Securities. Indian companies are not subject to any tax on the buy-back of their shares. However, the shareholders will be taxed on any resulting gains. Our company would be required to deduct the tax at source according to the capital gains tax liability of a non-resident shareholder. The Finance Act 2013 has levied a tax of 20% against the company for consideration paid to shareholders (in excess of the initial subscription amount) towards buy-back of shares by an unlisted company u/s 115QA of the Income Tax Act, 1961.

Stamp Duty and Transfer Tax. Upon issuance of the equity shares underlying our ADSs, companies will be required to pay a stamp duty of 0.1% per share of the issue price of the underlying equity shares. A transfer of ADSs is not subject to Indian stamp duty. However, upon the acquisition of equity shares from the depositary in exchange for ADSs, the non-resident holder will be liable for Indian stamp duty at the rate of 0.25% of the market value of the ADSs or equity shares exchanged. A sale of equity shares by a non-resident holder will also be subject to Indian stamp duty at the rate of 0.25% of the market value of the equity shares on the trade date, although customarily such tax is borne by the transferee. Shares must be traded in dematerialized form. The transfer of shares in dematerialized form is currently not subject to stamp duty.

Wealth Tax. The holding of the ADSs and the holding of underlying equity shares by resident and non-resident holders will be exempt from Indian wealth tax. Non-resident holders are advised to consult their own tax advisors regarding this issue.

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Gift Tax and Estate Duty. The Indian gift tax was abolished as of October 1998. The Indian Estate Duty was abolished as of March 1985. On and after September 1, 2004, a sum of money exceeding Rs. 25,000 (approx. US$561), received by an individual without consideration will be subject to tax at graduated rates with a maximum of 30% (excluding applicable surcharge and education cess), unless the same was received from a relative as defined in Explanation under Section 56(v), or on the occasion of the marriage of the individual or under a will or by way of inheritance or in contemplation of death of the payer. The Taxation Laws Amendment Bill, 2005 introduced in the Parliament on May 12, 2005 proposes to levy the above tax in case the sum of money exceeds in aggregate Rs. 50,000 in a fiscal year. The Finance Act 2009 has inserted a new section 56(vii) with effect from October 1, 2009 to tax at a maximum rate of 30%, any sum of money or any immovable property received by an individual or HUF without consideration exceeding Rs. 50,000 (Stamp duty value in case of immovable property) during the year. The same is exempt from tax if it is received from any relative, occasion of marriage, under a will or by way of inheritance, or in contemplation of death of the payer or donor. We cannot assure that these provisions will not be amended further in future. Non-resident holders are advised to consult their own tax advisors regarding this issue.

Service Tax. Brokerage or commission paid to stock brokers in connection with the sale or purchase of shares is subject to a service tax of 12% excluding the education cess. The Finance Act, 2012 has increased the rate of service tax from 10% to 12%. The stock broker is responsible for collecting the service tax from the shareholder and paying it to the relevant authority.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Material United States Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences that may be relevant with respect to the acquisition, ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income tax considerations of U.S. holders. For purposes of this discussion, “U.S. holders” are citizens or residents of the United States, or corporations (or other entities treated as corporations for United States federal income tax purposes) created in or under the laws of the United States or any political subdivision thereof or therein, estates, the income of which is subject to U.S. federal income taxation regardless of its source and trusts having a valid election to be treated as U.S. persons in effect under U.S. Treasury Regulations or for which a U.S. court exercises primary supervision and a U.S. person has the authority to control all substantial decisions.

This summary is limited to U.S. holders who hold or will hold equity shares or ADSs as capital assets. In addition, this summary is limited to U.S. holders who are not residents in India for purposes of the Convention between the Government of the United States of America and the Government of the Republic of India for the avoidance of Double Taxation and the prevention of Fiscal Evasion with respect to taxes on income. If a partnership holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding equity shares or ADSs should consult its own tax advisor.

This summary does not address any tax considerations arising under the laws of any U.S. state or local or foreign jurisdiction, potential application of the Medicare contribution tax, or tax considerations under any U.S. non-income tax laws. In addition, this summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, regulated investment companies, real estate investment trusts, financial institutions, dealers in securities or currencies, tax-exempt entities, persons liable for alternative minimum tax, persons that will hold equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, persons holding ADSs or equity shares through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. dollar or holders of 10% or more, by voting power or value, of the shares of our company. This summary is based on the tax laws of the United States as in effect on the date of this document and on United States Treasury Regulations in effect or, in some cases, proposed, as of the date of this document, as well as judicial and administrative interpretations thereof available on or before such date and is based in part on the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax consequences described below.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Ownership of ADSs. For U.S. federal income tax purposes, holders of ADSs generally will be treated as the owners of equity shares represented by such ADSs. Accordingly, the conversion of ADSs into equity shares generally will not be subject to United States federal income tax.

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Dividends. Except for equity shares, if any, distributed pro rata to all shareholders of our company, including holders of ADSs, the gross amount of any distributions of cash or property with respect to equity shares or ADSs will generally be included in income by a U.S. holder as foreign source dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of our company. Such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of any distribution by our company exceeds our company’s current and accumulated earnings and profits as determined under U.S. federal income tax principles, such excess will be treated first as a tax-free return of the U.S. holder’s tax basis in the equity shares or ADSs and thereafter as capital gain.

Subject to certain conditions and limitations, including the passive foreign investment company rules described below, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a “qualified foreign corporation” for United States federal income tax purposes.

A qualified foreign corporation includes a foreign corporation if (1) its shares (or, according to legislative history, its ADSs) are readily tradable on an established securities market in the United States, or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States. In addition, a corporation is not a qualified foreign corporation if it is a passive foreign investment company (as discussed below). Our ADSs are traded on the New York Stock Exchange, an established securities market in the United States as identified by Internal Revenue Service guidance. We may also be eligible for benefits under the comprehensive income tax treaty between India and the United States.

EACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Subject to certain conditions and limitations, Indian dividend withholding tax, if any, imposed upon distributions paid to a U.S. holder with respect to such holder’s equity shares or ADSs generally should be eligible for credit against the U.S. holder’s federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does not claim a credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on equity shares or ADSs will be income from sources outside the United States and will generally be “passive category income” purposes of computing the United States foreign tax credit allowable to a U.S. holder.

If dividends are paid in Indian rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. dollar value of the payments made in Indian rupees, determined at a spot exchange rate between Indian rupees and U.S. dollars applicable to the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. dollars will be treated as U.S. source ordinary income or loss.

Sale or Exchange of Equity Shares or ADSs. A U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Subject to the “Passive Foreign Investment Company” discussion below, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. Gain or loss, if any, recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital gains realized by a U.S. holder upon sale of equity shares (but not ADSs) may be subject to tax in India, including withholding tax. See taxation – “Taxation of Distributions – Taxation of Capital Gains.” Due to limitations on foreign tax credits, however, a U.S. holder may not be able to utilize any such taxes as a credit against the U.S. holder’s federal income tax liability.

Backup Withholding Tax and Information Reporting. Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and backup withholding, currently at a rate of 28%, may apply unless the holder is an exempt recipient or provides a U.S. taxpayer identification number, certifies that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is furnished to the Internal Revenue Service.

Passive Foreign Investment Company. A non-U.S. corporation will be classified as a passive foreign investment company for U.S. Federal income tax purposes if either:

• 75% or more of its gross income for the taxable year is passive income; or

• on average for the taxable year by value, or, if it is not a publicly traded corporation and so elects, by adjusted basis, if 50% or more of its assets produce or are held for the production of passive income.

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We do not believe that we satisfy either of the tests for passive foreign investment company status for the fiscal year ended March 31, 2015. However, because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADSs), no assurance can be given that we were not considered a passive foreign investment company in a prior period, or that we will not be considered a passive foreign investment company for the current taxable year and/or future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to either:

• pay an interest charge together with tax calculated at an ordinary income rates on “excess distributions,” as the term is defined in relevant provisions of U.S. tax laws, and on any gain on a sale or other disposition of equity shares;

• if an election is made to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or

• if the equity shares are “marketable” and a mark-to-market election is made, mark-to-market the equity shares each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year.

If we are treated as a passive foreign investment company, we do not plan to provide information necessary for the qualified electing fund election.

In addition, certain information reporting obligations may apply to U.S. holders if we are determined to be a PFIC.

THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE ADSs OR EQUITY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.

Documents on Display

This report and other information filed or to be filed by Wipro Limited can be inspected and copied at the public reference facilities maintained by the SEC at:

100 F Street, NE

Washington D.C, 20549

Copies of these materials can also be obtained from the Public Reference Section of the SEC, 100 F Street, NE., Washington D.C, 20549, at prescribed rates.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

Additionally, documents referred to in this Form 20-F may be inspected at our corporate offices which are located at Doddakannelli, Sarjapur Road, Bangalore, Karnataka, 560035, India.

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Item 11. Quantitative and Qualitative Disclosures About Market Risk

(in millions, except share data and where otherwise stated)

General

Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings.

Our exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of our earnings and equity to losses.

Risk Management Procedures

We manage market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. Our corporate treasury department recommends risk management objectives and policies, which are approved by senior management and Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Components of Market Risk

Foreign currency risk

We operate internationally and a major portion of our business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of our revenue is in U.S. Dollars, United Kingdom Pound Sterling, Euros, Australian Dollars and Canadian Dollars, while a large portion of our costs are in Indian Rupees. The exchange rates between the rupee and these currencies have fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Indian Rupee against these currencies can adversely affect our results of operations.

We evaluate our exchange rate exposure arising from these transactions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency.

We have designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. We have also designated foreign currency borrowings as hedges against respective net investments in foreign operations.

As of March 31, 2015, a Rs. 1 increase/decrease in the spot exchange rate of the Indian Rupee with the U.S. Dollar would result in approximately Rs. 1,495 decrease/increase in the fair value of our foreign currency dollar denominated derivative instruments.

Interest rate risk

Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. Our investments are primarily in short-term investments, which do not expose us to significant interest rate risk. To manage our net exposure to interest rate risk relating to borrowings, we may enter into interest rate swap agreements, which allows us to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. As of March 31, 2015, substantially all of our borrowings was subject to floating interest rates, which reset at short intervals. If interest rates were to increase by 100 bps from March 31, 2015, additional net annual interest expense on our floating rate borrowing would amount to approximately Rs. 640.

Credit risk

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, we periodically assess the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as of March 31, 2014 and 2015, respectively and revenues for the year ended March 31, 2013, 2014 and 2015, respectively. There is no significant concentration of credit risk.

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Counterparty risk

Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities in India which are at least AA rated by Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. The counterparties are primarily banks and financial institutions and the Company considers the risk of non-performance by the counterparty as non-material.

Liquidity risk

Liquidity risk is defined as the risk that we will not be able to settle or meet our obligations on time or at a reasonable price. Our corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2015, our cash and cash equivalents are held with major banks and financial institutions. Please refer “Liquidity and Capital Resources” section of Item 5 for further details on assessment of our liquidity position.

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Item 12. Description of Securities Other Than Equity Securities

Item 12 A. Debt Securities

Not applicable.

Item 12 B. Warrants and Rights

Not applicable.

Item 12 C. Other securities

Not applicable.

Item 12 D. American Depository Shares

Item 12.D.1.

Not applicable.

Item 12.D.2.

Not applicable.

Item 12.D.3. Fees and Charges for Holders of American Depository Receipts

J. P. Morgan Chase Bank, N.A., as Depositary for the ADSs collects fees as provided in the Deposit Agreement, as mentioned below. The following is qualified in its entirety by reference to the Amendment No. 2 to the Deposit Agreement filed as Exhibit (a)(3) to the Form F-6 filed on April 15, 2013.

“The Depositary may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of Shares, issuances in respect of Share Distributions, Rights and Other Distributions (as such terms are defined in paragraph (10)), issuances pursuant to a stock dividend or stock split declared by the Company, or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or the Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of Share Distributions, Rights and Other Distributions prior to such deposit to pay such charge. The following additional charges shall be incurred by the Holders, by any party depositing or withdrawing Shares or by any party surrendering ADSs, to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs pursuant to paragraph (10)), whichever is applicable (i) a fee of U.S.$0.05 or less per ADS for any Cash distribution made pursuant to the Deposit Agreement, (ii) a fee of U.S.$1.50 per ADR or ADRs for transfers made pursuant to paragraph (3) hereof, (iii) a fee for the distribution or sale of securities pursuant to paragraph (10) hereof, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such securities (for purposes of this paragraph (7) treating all such securities as if they were Shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to Holders entitled thereto, (iv) an aggregate fee of U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions), and (v) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of the Depositary’s agents (including, without limitation, the Custodian and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities or otherwise in connection with the Depositary’s or its Custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions). The Company will pay all other charges and expenses of the Depositary and any agent of the Depositary (except the Custodian) pursuant to agreements from time to time between the Company and the Depositary, except (i) stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable, telex and facsimile transmission and delivery charges incurred at the request of persons depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such persons or Holders), (iii) transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or

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withdrawal of Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit Agreement), and (iv) in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. shall deduct out of such foreign currency the fees and expenses charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion. Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary.”

The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Item 12.D.4. Fees Paid by Depository to the Company

J. P. Morgan, as Depositary, has agreed to reimburse certain reasonable expenses related to the Company’s ADR Program and incurred by the Company in connection with the Program. In the year ended March 31, 2015, the Depositary reimbursed US$2,387,969.75 towards contribution payment under the ADR program and US$1,060,522.75 to the Company towards other expenses.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

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Item 15. Controls and Procedures

Disclosure controls and procedures.

Based on their evaluation as of March 31, 2015, our principal Chief Executive Officer and principal Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that material information related to us and our consolidated subsidiaries is accumulated and communicated to our management, including the principal Chief Executive Officer and principal Chief Financial Officer, as appropriate, to allow timely decisions about required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the International Financial Reporting Standards and their interpretations (“IFRS”), as issued by the International Accounting Standard Board (“IASB”).

The Company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, as issued by the IASB and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of our principal Chief Executive Officer and principal Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of March 31, 2015. In conducting this assessment of internal control over financial reporting, management based criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of March 31, 2015.

Our independent registered public accounting firm, KPMG, India, has audited the consolidated financial statements in this Form 20-F, and as part of their audit, has issued its report, which is included in this Form 20-F, on the effectiveness of our internal control over financial reporting as of March 31, 2015.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Equity holders

Wipro Limited:

We have audited Wipro Limited’s (“the Company”) internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of the Company and subsidiaries as of March 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2015, and our report dated May 23, 2015 expressed an unqualified opinion on those consolidated financial statements.

KPMG

Bangalore, India

May 23, 2015

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Change in internal controls over financial reporting.

During the period covered by this Annual Report, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Compliance with the New York Stock Exchange Corporate Governance Rules

The Company presently complies substantially with all the practices as described in the final Corporate Governance Rules and Listing Standards of the New York Stock Exchange as approved by the Securities and Exchange Commission on January 11, 2013 and codified in Section 303A of the NYSE Listed Company Manual.

A detailed compliance report with the final Corporate Governance rules of the New York Stock Exchange will be separately filed with the New York Stock Exchange.

109

Item 16 A. Audit Committee Financial Expert

The Audit Committee is responsible for reviewing reports of our financial results, audits, internal controls, and compliance with applicable laws and regulations. The committee selects the independent registered public accounting firm and approves all related fees and compensation and reviews their selection with the Board of Directors. The committee also reviews the services proposed to be performed by the independent registered public accounting firm to ensure their independence with respect to such services.

Members of the committee are non-management directors who, in the opinion of the Company’s Board of Directors, are independent as defined under the applicable rules of the New York Stock Exchange. The Board has determined that Mr. Narayanan Vaghul qualifies as an Audit Committee Financial Expert as defined by the applicable rules of the SEC.

Item 16 B. Code of Ethics

Our Audit Committee has adopted a written Code of Ethics, as defined in Item 406 of Regulation S-K, applicable to our principal executive officer, principal financial officer, principal accounting officer and officers working in our finance, accounting, treasury, internal audit, tax, legal, purchase, financial analyst, investor relations functions, disclosure committee members, and senior management, as well as members of the Audit Committee and the Board of Directors. Our Code of Ethics is available under the investor relations section on our website at www.wipro.com. We will post any amendments to, or waivers from, our Code of Ethics at that location on our website.

Our Audit Committee has also adopted an Ombuds process policy wherein it has established procedures for receiving, retaining and treating complaints received, and procedures for the confidential, anonymous submission by employees, former employees, consultants, vendors and service providers of complaints regarding questionable accounting or auditing matters, conduct which results in a violation of law by Wipro or in a substantial mismanagement of Company resources. Under this policy, our employees and others are encouraged to report questionable accounting matters, any reporting of fraudulent financial information to our shareholders, the government or the financial markets any conduct that results in a violation of law by Wipro to our management (on an anonymous basis, if they so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practices have occurred or are occurring, reports that information or participates in an investigation. Our Ombuds process policy is available under the investor relations section on our website at www.wipro.com.

We have adopted a Code of Business Conduct, applicable to all officers, directors and employees. Our Code of Business Conduct is available under the investor relations section on our website at www.wipro.com. We have also adopted a Code of Conduct for Independent Directors as prescribed under the Indian Companies Act, 2013, which is available under the investor relations section on our website at www.wipro.com.

Item 16 C. Principal Accountant Fees and Services

Our Audit Committee charter requires us to obtain the prior approval of our audit committee on every occasion that we engage our principal accountants or their associated entities and on every occasion that they provide us with any non-audit services. At the beginning of each year, the Audit Committee reviews the proposed services, including the nature, type and scope of services contemplated and approves the related fees, to be rendered by these firms during the year. In addition, Audit Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit Committee.

The following table presents fees for professional audit services rendered by KPMG for the audit of the Company’s annual financial statements and fees billed for other services rendered by KPMG.

	Year ended March 31,
	2014		2015
	(in millions)
Audit fees	Rs.	80	Rs.	88
Tax fees		79		68
All other fees		12		6
Total	Rs.	171	Rs.	162

Audit services – comprise fees for professional services in connection with the audit of Company’s annual consolidated financial statements and their attestation and report concerning internal control over financial reporting and reviews of interim financial statements.

110

Tax services – comprise fees for tax compliance, tax assessment and tax planning services rendered by the independent registered public accounting firm. These services include corporate tax services like assistance with foreign income tax, value added tax, transfer pricing study, government sales tax and equivalent tax matters in local jurisdictions and assistance with local tax authority reporting requirements for tax compliance purposes.

Our Audit Committee charter requires us to take the prior approval of our Audit Committee on every occasion we engage our principal accountants or their associated entities to provide us any audit or non-audit services. We disclose to our Audit Committee the nature of services that are provided and the fees to be paid for the services. All of the audit or non-audit services provided by our principal accountants or their associated entities have been pre-approved by our Audit Committee.

Item 16 D. Exemptions from the Listing Standards for Audit Committees

We have not sought any exemption from the listing standards for Audit Committees applicable to us as foreign private issuer, pursuant to Rule 10(A)-3(d) of the Securities Exchange Act of 1934.

Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16 F. Changes in Registrant’s Certifying Accountant

None.

Item 16 G. Corporate Governance

Because our securities are listed on a national securities exchange, we are required to provide a concise summary of any significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of that exchange. Being a foreign private issuer, we are permitted to follow home country practice in lieu of the provisions of Section 303A of the NYSE Listed Company Manual, except that we are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c) thereof. With regard to Section 303A.11, although the Company’s required home country standards on corporate governance may differ from the NYSE listing standards, the Company’s actual corporate governance policies and practices are generally in compliance with the NYSE listing standards applicable to domestic companies. Some of the key differences between the requirements in India as per the currently applicable listing agreement and those as per the NYSE Listing requirements are as follows:

• Listing Agreement with Indian stock exchanges require 50% of the Board of Directors to be independent directors in the case of executive Chairman of the Board (it is 33.33% in other cases) while NYSE listing requirements specify that a majority of the Board to consist of independent directors.

• Listing Agreement with Indian stock exchanges requires that a majority of the members of the Audit Committee be independent directors while the NYSE Listing specifies that all the members of the Audit Committee must be independent directors.

• A Shareholders Grievance Committee (Stakeholders Relationship Committee) is mandatory under Listing Agreements with stock exchanges and is not a requirement under NYSE Listing requirements.

• Criteria for determining directors to be independent also differ between the two countries Listing requirements.

• Listing Agreement with Indian stock exchanges requires evaluation of Board Committees and individual directors while NYSE listing requirements specify evaluation of the Board as a whole and the Board Committees.

The other key practices followed in the home country as per home country laws are disclosed elsewhere in this report.

Item 16 H. Mine Safety Disclosure

Not Applicable

Part III

Item 17. Financial Statements

See Item 18.

111

Item 18. Financial Statements

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Equity holders

Wipro Limited:

We have audited the accompanying consolidated statements of financial position of Wipro Limited and subsidiaries (“the Company”) as of March 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three year period ended March 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three year period ended March 31, 2015, in conformity with International Financial Reporting Standards as issued by International Accounting Standard Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Wipro Limited’s internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated May 23, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting

KPMG

Bangalore, India

May 23, 2015

112

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Rs. in millions, except share and per share data, unless otherwise stated)

			As at March 31,
	Notes		2014			2015		2015
								Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)
ASSETS
Goodwill		6		63,422			68,078		1,093
Intangible assets		6		1,936			7,931		127
Property, plant and equipment		5		51,449			54,206		870
Derivative assets		16		286			736		12
Available for sale investments		8		2,676			3,867		62
Deferred tax assets		19		3,362			2,945		47
Non-current tax assets				10,192			11,409		183
Other non-current assets		12		14,295			14,369		231
Total non-current assets				147,618			163,541		2,625
Inventories		10		2,293			4,849		78
Trade receivables		9		85,392			91,531		1,469
Other current assets		12		39,474			73,359		1,177
Unbilled revenues				39,334			42,338		679
Available for sale investments		8		60,557			53,908		865
Current tax assets				9,774			6,490		104
Derivative assets		16		3,661			5,077		81
Cash and cash equivalents		11		114,201			158,940		2,551
Total current assets				354,686			436,492		7,004
TOTAL ASSETS				502,304			600,033		9,629
EQUITY
Share capital				4,932			4,937		79
Share premium				12,664			14,031		225
Retained earnings				314,952			372,248		5,974
Share based payment reserve				1,021			1,312		21
Other components of equity				10,472			15,454		248
Shares held by controlled trust				(542	)		—		—
Equity attributable to the equity holders of the Company				343,499			407,982		6,547
Non-controlling interest				1,387			1,646		26
Total equity				344,886			409,628		6,573
LIABILITIES
Loans and borrowings		13		10,909			12,707		204
Derivative liabilities		16		629			71		1
Deferred tax liabilities		19		1,796			3,240		52
Non-current tax liabilities				3,448			6,695		107
Other non-current liabilities		15		4,478			3,658		59
Provisions		15		6			5		—
Total non-current liabilities				21,266			26,376		423
Loans and borrowings and bank overdraft		13		40,683			66,206		1,063
Trade payables and accrued expenses		14		51,917			58,745		943
Unearned revenues				12,767			16,549		266
Current tax liabilities				12,482			8,036		129
Derivative liabilities		16		2,504			753		12
Other current liabilities		15		14,429			12,223		196
Provisions		15		1,370			1,517		24
Total current liabilities				136,152			164,029		2,633
TOTAL LIABILITIES				157,418			190,405		3,056
TOTAL EQUITY AND LIABILITIES				502,304			600,033		9,629

The accompanying notes form an integral part of these consolidated financial statements.

113

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Rs. in millions, except share and per share data, unless otherwise stated)

			Year ended March 31,
	Notes		2013			2014			2015			2015
												Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)
Continuing operations
Revenues		22		374,256			434,269			469,545			7,536
Cost of revenues		23		(260,665	)		(295,488	)		(321,284	)		(5,156	)
Gross profit				113,591			138,781			148,261			2,380
Selling and marketing expenses		23		(24,213	)		(29,248	)		(30,625	)		(491	)
General and administrative expenses		23		(22,032	)		(23,538	)		(25,850	)		(415	)
Foreign exchange gains / (losses), net				2,626			3,359			3,637			58
Results from operating activities				69,972			89,354			95,423			1,532
Finance expense		24		(2,693	)		(2,891	)		(3,599	)		(58	)
Finance and other income		25		11,317			14,542			19,859			319
Profit before tax				78,596			101,005			111,683			1,793
Income tax expense		19		(16,912	)		(22,600	)		(24,624	)		(395	)
Profit for the year from continuing operations				61,684			78,405			87,059			1,398
Discontinued operations
Profit after tax for the year from discontinued operations		4		5,012			—			—			—
Profit for the year				66,696			78,405			87,059			1,398
Profit attributable to:
Equity holders of the Company				66,359			77,967			86,528			1,389
Non-controlling interest				337			438			531			9
Profit for the year				66,696			78,405			87,059			1,398
Profit from continuing operations attributable to:
Equity holders of the Company				61,362			77,967			86,528			1,389
Non-controlling interest				322			438			531			9
				61,684			78,405			87,059			1,398
Earnings per equity share:		26
Basic				27.05			31.76			35.25			0.57
Diluted				26.98			31.66			35.13			0.56
Earnings per share from continuing operations:
Basic				25.01			31.76			35.25			0.57
Diluted				24.95			31.66			35.13			0.56
Weighted-average number of equity shares used in computing earnings per equity share:
Basic				2,453,218,759			2,454,745,434			2,454,681,650			2,454,681,650
Diluted				2,459,184,321			2,462,626,739			2,462,579,161			2,462,579,161

The accompanying notes form an integral part of these consolidated financial statements.

114

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Rs. in millions, except share and per share data, unless otherwise stated)

			Year ended March 31,
	Notes		2013			2014			2015			2015
												Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)
Profit for the year				66,696			78,405			87,059			1,398
Other comprehensive income
Items that will not be reclassified to profit or loss:
Defined benefit plan actuarial gains/(losses)				—			(190	)		(64	)		(1	)
				—			(190	)		(64	)		(1	)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences:
Translation difference relating to foreign operations		18		5,038			7,306			799			13
Net change in fair value of hedges of net investment in foreign operations		18		(1,055	)		(2,600	)		390			6
Net change in fair value of cash flow hedges		16,19		2,847			(990	)		3,051			49
Net change in fair value of available for sale investments		8,19		229			(112	)		856			14
				7,059			3,604			5,096			82
Total other comprehensive income, net of taxes				7,059			3,414			5,032			81
Total comprehensive income for the year				73,755			81,819			92,091			1,479
Attributable to:
Equity holders of the Company				73,358			81,265			91,510			1,470
Non-controlling interest				397			554			581			9
				73,755			81,819			92,091			1,479

The accompanying notes form an integral part of these consolidated financial statements.

115

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Rs. in millions, except share and per share data, unless otherwise stated)

														Other components of equity												Equity
	No. of shares*		Share capital		Share premium			Retained earnings			Share based payment reserve			Foreign currency translation reserve			Cash flow hedging reserve			Other reserves			Shares held by controlled Trust			attributable to the equity holders of the Company			Non- controlling interest			Total equity
As at April 1, 2012		2,458,756,228		4,917		30,457			241,912			1,976			7,908			(1,358	)		44			(542	)		285,314			849			286,163
Total Comprehensive income for the year
Profit for the year		—		—		—			66,359			—			—			—			—			—			66,359			337			66,696
Other comprehensive income		—		—		—			—			—			3,923			2,847			229			—			6,999			60			7,059
Total Comprehensive income for the year		—		—		—			66,359			—			3,923			2,847			229			—			73,358			397			73,755
Transactions with owners of the company, recognized directly in equity
Contributions by and distributions to owners of the Company
Cash dividend paid (including dividend tax thereon)		—		—		—			(17,066	)		—			—			—			—			—			(17,066	)		(14	)		(17,080	)
Issue of equity shares on exercise of options		4,178,502		9		1,303			—			(1,303	)		—			—			—			—			9			—			9
Compensation cost related to employee share based payment		—		—		—			—			643			—			—			—			—			643			—			643
Effect of demerger of diversified business (note 4)		—		—		(20,000	)		(32,027	)		—			(6,361	)		—			(58	)		—			(58,446	)		(61	)		(58,507	)
Total transactions with owners of the Company		4,178,502		9		(18,697	)		(49,093	)		(660	)		(6,361	)		—			(58	)		—			(74,860	)		(75	)		(74,935	)
As at March 31, 2013		2,462,934,730		4,926		11,760			259,178			1,316			5,470			1,489			215			(542	)		283,812			1,171			284,983

116

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Rs. in millions, except share and per share data, unless otherwise stated)

													Other components of equity											Equity
	No. of shares*		Share capital		Share premium		Retained earnings			Share based payment reserve			Foreign currency translation reserve		Cash flow hedging reserve			Other reserves			Shares held by controlled Trust			attributable to the equity holders of the Company			Non- controlling interest			Total equity
As at April 1, 2013		2,462,934,730		4,926		11,760		259,178			1,316			5,470		1,489			215			(542	)		283,812			1,171			284,983
Total comprehensive income for the year
Profit for the year		—		—		—		77,967			—			—		—			—			—			77,967			438			78,405
Other comprehensive income		—		—		—		—			—			4,590		(990	)		(302	)		—			3,298			116			3,414
Total comprehensive income for the year		—		—		—		77,967			—			4,590		(990	)		(302	)		—			81,265			554			81,819
Transaction with owners of the Company, recognized directly in equity
Contributions by and distributions to owners of the Company
Cash dividend paid (including dividend tax thereon)		—		—		—		(22,935	)		—			—		—			—			—			(22,935	)		(338	)		(23,273	)
Issue of equity shares on exercise of options		3,382,543		6		904		—			(904	)		—		—			—			—			6			—			6
Compensation cost related to employee share based payment		—		—		—		(96	)		609			—		—			—			—			513			—			513
Effect of demerger of diversified business (note 4)		—		—		—		838			—			—		—			—			—			838			—			838
Total transactions with owners of the Company		3,382,543		6		904		(22,193	)		(295	)		—		—			—			—			(21,578	)		(338	)		(21,916	)
As at March 31, 2014		2,466,317,273		4,932		12,664		314,952			1,021			10,060		499			(87	)		(542	)		343,499			1,387			344,886

The accompanying notes form an integral part of these consolidated financial statements

117

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Rs. in millions, except share and per share data, unless otherwise stated)

													Other components of equity										Equity
	No. of shares*		Share capital		Share premium		Retained earnings			Share based payment reserve			Foreign currency translation reserve		Cash flow hedging reserve		Other reserves			Shares held by controlled Trust			attributable to the equity holders of the Company			Non- controlling interest			Total equity
As at April 1, 2014		2,466,317,273		4,932		12,664		314,952			1,021			10,060		499		(87	)		(542	)		343,499			1,387			344,886
Total comprehensive income for the year
Profit for the year		—		—		—		86,528			—			—		—		—			—			86,528			531			87,059
Other comprehensive income		—		—		—		—			—			1,189		3,051		742			—			4,982			50			5,032
Total comprehensive income for the year		—		—		—		86,528			—			1,189		3,051		742			—			91,510			581			92,091
Transaction with owners of the Company, recognized directly in equity
Contributions by and distributions to owners of the Company
Cash dividend paid (including dividend tax thereon)		—		—		—		(29,168	)		—			—		—		—			—			(29,168	)		(322	)		(29,490	)
Issue of equity shares on exercise of options		2,725,765		5		909		—			(909	)		—		—		—			—			5			—			5
Compensation cost related to employee share based payment		—		—		—		(64	)		1,200			—		—		—			—			1,136			—			1,136
Sale of treasury shares, gain		—		—		458		—			—			—		—		—			542			1,000			—			1,000
Total transactions with owners of the Company		2,725,765		5		1,367		(29,232	)		291			—		—		—			—			(27,027	)		(322	)		(27,349	)
As at March 31, 2015		2,469,043,038		4,937		14,031		372,248			1,312			11,249		3,550		655			—			407,982			1,646			409,628
Convenience translation into U.S.$ in million (Unaudited) Refer note 2 (iii)				79		225		5,974			21			180		57		11			—			6,547			26			6,573

* Includes 14,841,271, 16,640,212 and 14,829,824 treasury shares held as of March 31, 2013, 2014 and 2015 respectively held by a controlled trust.

The accompanying notes form an integral part of these consolidated financial statements

118

WIPRO LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Rs. in millions, except share and per share data, unless otherwise stated)

	Year ended March 31,
	2013			2014			2015			2015
										Convenience translation into U.S.$ in millions (Unaudited) Refer note 2(iii)
Cash flows from operating activities:
Profit for the year		66,696			78,405			87,059			1,397
Adjustments to reconcile profit for the year to net cash generated from operating activities:
Gain on sale of property, plant and equipment		(230	)		(55	)		6			0
Depreciation and amortization		10,835			11,106			12,823			206
Exchange loss, net		1,185			1,054			3,946			63
Impact of hedging activities, net		(25	)		—			—			—
Gain on sale of investments		(2,464	)		(1,697	)		(3,948	)		(63	)
Share based compensation		643			513			1,138			18
Income tax expense		18,349			22,600			24,624			395
Share of losses of equity accounted investees, net of taxes		107			—			—			—
Dividend and interest (income)/ expense, net		(9,417	)		(11,977	)		(15,143	)		(243	)
Changes in operating assets and liabilities:
Trade receivables		(3,168	)		(8,299	)		(5,929	)		(95	)
Unbilled revenues		(1,963	)		(7,346	)		(3,004	)		(48	)
Inventories		(47	)		970			(2,556	)		(41	)
Other assets		(2,116	)		(8,902	)		(3,742	)		(60	)
Trade payables and accrued expenses		6,789			7,300			5,578			90
Unearned revenues		713			2,420			3,784			61
Other liabilities and provisions		2,614			3,577			(2,109	)		(34	)
Cash generated from operating activities before taxes		88,501			89,669			102,527			1,646
Income taxes paid, net		(18,079	)		(21,772	)		(24,265	)		(389	)
Net cash generated from operating activities		70,422			67,897			78,262			1,257
Cash flows from investing activities:
Expenditure on property, plant and equipment		(10,616	)		(8,913	)		(12,661	)		(203	)
Proceeds from sale of property, plant and equipment		471			1,091			1,389			22
Purchase of available for sale investments		(492,158	)		(465,801	)		(551,282	)		(8,847	)
Investment in associate		(130	)		—			—			—
Proceeds from sale of available for sale investments		456,075			473,553			561,582			9,014
Investment in newly acquired subsidiaries under demerged business		(8,276	)		—			—			—
Impact of investment hedging activities, net		(2,667	)		(5,315	)		—			—
Investment in inter-corporate deposits		(12,460	)		(13,905	)		(39,200	)		(629	)
Refund of inter-corporate deposits		11,410			10,865			13,500			217
Payment of deferred consideration in respect of business acquisition		—			—			(243	)		(4	)
Cash transferred pursuant to demerger		(4,163	)		(3,093	)		—			—
Payment for business acquisitions including deposit in escrow, net of cash acquired		(3,074	)		(2,985	)		(11,331	)		(182	)
Interest received		7,376			11,375			12,206			196
Dividend received		639			354			224			4
Net cash (used) in investing activities		(57,573	)		(2,774	)		(25,816	)		(412	)
Cash flows from financing activities:
Proceeds from issuance of equity shares		9			6			5			0
Repayment of loans and borrowings		(96,911	)		(117,550	)		(98,419	)		(1,580	)
Proceeds from loans and borrowings		108,305			106,782			119,300			1,915
Proceeds from sale of treasury shares		—			—			1,000			16
Interest paid on loans and borrowings		(1,044	)		(937	)		(919	)		(15	)
Payment of cash dividend (including dividend tax thereon)		(17,080	)		(23,273	)		(29,490	)		(473	)
Net cash (used) in financing activities		(6,721	)		(34,972	)		(8,523	)		(137	)
Net increase in cash and cash equivalents during the year		6,128	*		30,151			43,923			708
Effect of exchange rate changes on cash and cash equivalents		789			(69	)		589			9
Cash and cash equivalents at the beginning of the year		77,202			84,119			114,201			1,834
Cash and cash equivalents at the end of the year (note 11)		84,119			114,201			158,713			2,551

* Includes cash flow from diversified business. Refer to Note 4 for additional details.

The accompanying notes form an integral part of these consolidated financial statements

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WIPRO LIMITED AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Rs. in millions, except share and per share data, unless otherwise stated)

1. The Company overview

Wipro Limited (“Wipro” or the “Parent Company”), together with its subsidiaries (collectively, “the Company” or the “Group”) is a leading India based provider of IT Services, including Business Process Services (“BPS”), globally.

Effective as of March 31, 2013, the Group completed the demerger (the “Demerger”) of its consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) into Wipro Enterprises Limited (“Resulting Company”), a company incorporated under the laws of India. The Diversified Business is presented as a discontinued operation in the accompanying consolidated financial statements. See Note 4 of these Consolidated Financial Statements for more information regarding the Demerger.

Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore – 560 035, Karnataka, India. Wipro has its primary listing with Bombay Stock Exchange and National Stock Exchange in India. The Company’s American Depository Shares representing equity shares are also listed on the New York Stock Exchange. These consolidated financial statements were authorized for issue by the Audit Committee on May 23, 2015.

2. Basis of preparation of financial statements

(i) Statement of compliance and basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Accounting policies have been applied consistently to all periods presented in these financial statements.

The consolidated financial statements correspond to the classification provisions contained in IAS 1(revised), “Presentation of Financial Statements”. For clarity, various items are aggregated in the statements of income and statements of financial position. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable.

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All amounts included in the consolidated financial statements are reported in millions of Indian rupees (Rs. in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures.

(ii) Basis of measurement

The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant IFRS:-

a. Derivative financial instruments;

b. Available-for-sale financial assets; and

c. The defined benefit asset/(liability) is recognised as the present value of defined benefit obligation less fair value of plan assets.

(iii) Convenience translation (unaudited)

The accompanying consolidated financial statements have been prepared and reported in Indian rupees, the national currency of India. Solely for the convenience of the readers, the consolidated financial statements as of and for the year ended March 31, 2015, have been translated into United States dollars at the certified foreign exchange rate of US$1 = Rs. 62.31, as published by Federal Reserve Board of Governors on March 31, 2015. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate.

(iv) Use of estimates and judgment

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are included in the following notes:

a) Revenue recognition: The Company uses the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, recognized revenue and profit are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable.

b) Goodwill: Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The recoverable amount of cash generating units is higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes turnover and earnings multiples, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions.

c) Income taxes: The major tax jurisdictions for the Company are India and the United States of America. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.

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d) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.

e) Business combination: In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets acquired, and liabilities and contingent consideration assumed involves management judgment. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments, estimates, and assumptions can materially affect the results of operations.

f) Other estimates: The preparation of financial statements involves estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the reporting period. Specifically, the Company estimates the uncollectability of accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. Similarly, the Company provides for inventory obsolescence, excess inventory and inventories with carrying values in excess of net realizable value based on assessment of the future demand, market conditions and specific inventory management initiatives. If market conditions and actual demands are less favorable than the Company’s estimates, additional inventory provisions may be required. In all cases inventory is carried at the lower of historical cost and net realizable value. The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest.

Non-marketable equity investments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates, and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data.

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3. Significant accounting policies

(i) Basis of consolidation

Subsidiaries

The Company determines the basis of control in line with the requirements of IFRS 10, Consolidated Financial Statements.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation.

Equity accounted investees

Equity accounted investees are entities in respect of which the Company has significant influence, but not control, over the financial and operating policies. Interest in associates is accounted for using the equity method. Under the equity method, the investment is initially recorded at cost. Subsequent to initial recognition, the consolidated financial statements include the Company’s share of the profit or loss and other comprehensive income (“OCI”) of equity accounted investees, until the date on which significant influence ceases.

Non-controlling interest

Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Company’s equity. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition to acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interest is the amount of those interest at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interest having a deficit balance.

(ii) Functional and presentation currency

Items included in the financial statements of each of the Company’s entities (including equity accounted investees) are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). These consolidated financial statements are presented in Indian rupees, the national currency of India, which is the functional currency of the Company.

(iii) Foreign currency transactions and translation

a) Transactions and balances

Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results of operating activities except when deferred in other comprehensive income as qualifying cash flow hedge and qualifying net investment hedges. Gains/(losses) relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense except foreign exchange gains/(losses) on short-term borrowings, which are considered as a natural economic hedge for the foreign currency monetary assets and are classified and reported within foreign exchange gains/(losses), net within results from operating activities. Non monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non-monetary financial assets measured at fair value such as equities classified as available for sale are included in other comprehensive income, net of taxes.

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b) Foreign operations

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity. When a foreign operation is disposed off, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date.

c) Others

Foreign currency differences arising on the translation or settlement of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income and presented within equity in the FCTR to the extent the hedge is effective. To the extent the hedge is ineffective, such differences are recognized in the statement of income. When the hedged part of a net investment is disposed off, the relevant amount recognized in FCTR is transferred to the statement of income as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in FCTR.

(iv) Financial instruments

a) Non-derivative financial instruments

Non derivative financial instruments consist of:

• financial assets, which include cash and cash equivalents, trade receivables, unbilled revenues, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non-current assets;

• financial liabilities, which include long and short-term loans and borrowings, bank overdrafts, trade payables, eligible current and non-current liabilities.

Non derivative financial instruments are recognized initially at fair value including any directly attributable transaction costs. Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized only when the Company has not retained control over the financial asset.

Subsequent to initial recognition, non derivative financial instruments are measured as described below:

A. Cash and cash equivalents

The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal.

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the consolidated statement of financial position, bank overdrafts are presented under borrowings within current liabilities.

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B. Available-for-sale financial assets

The Company has classified investments in liquid mutual funds, equity securities (other than equity accounted investees) and certain debt securities (primarily certificate of deposits with banks) as available-for-sale financial assets. These investments are measured at fair value and changes therein, other than impairment losses, are recognized in other comprehensive income and presented within equity, net of taxes. The impairment losses, if any, are reclassified from equity into statement of income. When an available for sale financial asset is derecognized, the related cumulative gain or loss recognised in equity is transferred to the statement of income.

C. Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. Loans and receivables are initially recognized at fair value plus directly attributable transaction costs and subsequently measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables comprise trade receivables, unbilled revenues, cash and cash equivalents and other assets.

D. Trade and other payables

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short term maturity of these instruments.

b) Derivative financial instruments

The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency.

The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank.

Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in statement of income as cost.

Subsequent to initial recognition, derivative financial instruments are measured as described below:

A. Cash flow hedges

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the statement of income upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in the statement of income.

B. Hedges of net investment in foreign operations

The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company has also designated a combination of foreign currency denominated borrowings and

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related cross-currency swaps as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognized in other comprehensive income and presented within equity in the FCTR to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities.

C. Others

Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment in foreign operations are recognized in the statement of income and reported within foreign exchange gains/(losses), net within results from operating activities.

Changes in fair value and gains/(losses) on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance expense.

(v) Equity and share capital

a) Share capital and share premium

The authorized share capital of the Company is Rs. 6,100,000,000 divided into 2,917,500,000 equity shares of Rs. 2 each, 25,000,000 preference shares of Rs. 10 each and 150,000 10% optionally convertible cumulative preference shares of Rs. 100 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as share premium.

Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting.

b) Shares held by controlled trust (Treasury shares)

The Company’s equity shares held by the controlled trust, which is consolidated as a part of the Group are classified as Treasury shares. The Company has 14,841,271, 16,640,212 and 14,829,824 treasury shares as of March 31, 2013, 2014 and 2015, respectively. Treasury shares are recorded at acquisition cost.

c) Retained earnings

Retained earnings comprises of the Company’s undistributed earnings after taxes. A portion of these earnings amounting to Rs. 1,139 is not freely available for distribution.

d) Share based payment reserve

The share based payment reserve is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in share based payment reserve are transferred to share premium upon exercise of stock options by employees.

e) Cash flow hedging reserve

Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized in other comprehensive income (net of taxes), and presented within equity in the cash flow hedging reserve.

f) Foreign currency translation reserve

The exchange differences arising from the translation of financial statements of foreign subsidiaries, differences arising from translation of long-term intercompany receivables or payables relating to foreign operations, changes in fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized in other comprehensive income, net of taxes and presented within equity in the FCTR.

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g) Other reserves

Changes in the fair value of available for sale financial assets is recognized in other comprehensive income (net of taxes), and presented within equity in other reserves.

h) Dividend

A final dividend, including tax thereon, on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors.

(vi) Property, plant and equipment

a) Recognition and measurement

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. Borrowing costs directly attributable to the construction of a qualifying asset are capitalized as part of the cost.

b) Depreciation

The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortized over the shorter of estimated useful life of the asset or the related lease term. Freehold land is not depreciated. The estimated useful life of assets are reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets are as follows:

Category	Useful life
Buildings	28 to 40 years
Plant and machinery	5 to 21 years
Computer equipment and software	2 to 7 years
Furniture, fixtures and equipment	3 to 10 years
Vehicles	4 to 5 years

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably.

Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as of each reporting date and the cost of property, plant and equipment not available for use before such date are disclosed under capital work- in-progress.

(vii) Business combination, Goodwill and Intangible assets

a) Business combination

Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred.

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The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognized in the consolidated statement of income.

b) Goodwill

The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities is recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized immediately in the statement of income.

c) Intangible assets

Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any.

The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. Intangible assets with indefinite lives comprising of brands are not amortized, but instead tested for impairment at least annually and written down to the recoverable amount as required.

The estimated useful life of amortizable intangibles are reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are as follows:

Category	Useful life
Customer-related intangibles		5 to 10 years
Marketing related intangibles		5 to 10 years

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(viii) Leases

The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is, or contains a lease if, fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

a) Arrangements where the Company is the lessee

Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability.

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognized in the statement of income on a straight-line basis over the lease term.

b) Arrangements where the Company is the lessor

In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as financing revenue over the lease term using the effective interest method.

(ix) Inventories

Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method.

(x) Impairment

a) Financial assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. If any such indication exists, the Company estimates the amount of impairment loss.

A. Loans and receivables

Impairment losses on trade and other receivables are recognized using separate allowance accounts. Refer Note 2 (iv) (f) for further information regarding the determination of impairment.

B. Available for sale financial assets

When the fair value of available-for-sale financial assets declines below acquisition cost and there is objective evidence that the asset is impaired, the cumulative gain/loss that has been recognized in other comprehensive income, a component of equity in other reserves is transferred to the statement of income. An impairment loss may be reversed in subsequent periods, if the indicators for the impairment no longer exist. Such reversals are recognized in other comprehensive income.

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b) Non financial assets

The Company assesses long-lived assets such as property, plant, equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost to sell (FVLCTS) and its value-in-use (VIU). If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of income. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially.

Intangible assets with indefinite lives comprising of brands are not amortized, but instead tested for impairment at least annually at the same time and written down to the recoverable amount as required.

Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes. An impairment in respect of goodwill is not reversed.

(xi) Employee benefits

a) Post-employment and pension plans

The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks fall on the employee. The expenditure for defined contribution plans is recognized as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The related actuarial and investment risks fall on the Company. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method.

During the year ended March 31, 2014, the Company had applied IAS 19 (as revised in June 2011) Employee Benefits and the related consequential amendments. IAS 19R has been applied retrospectively in accordance with transitional provisions. As a result, all actuarial gains or losses are immediately recognized in other comprehensive income, net of taxes and permanently excluded from profit or loss. Further, the profit or loss will no longer include an expected return on plan assets. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of re-measurement of net defined liability or asset through other comprehensive income, net of taxes. The adoption of IAS 19R did not have a material impact on the consolidated financial statements. Also, the comparative information has not been restated as the cumulative effect of the change in the accounting policy is inconsequential to the consolidated financial statements.

The Company has the following employee benefit plans:

A. Provident fund

Employees receive benefits from a provident fund, which is a defined benefit plan. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company while the remainder of the contribution is made to the government administered pension fund. The Company is generally liable for any shortfall in the fund assets based on the government specified minimum rates of return.

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B. Superannuation

Superannuation plan, a defined contribution scheme is administered by Life Insurance Corporation of India and ICICI Prudential Insurance Company Limited. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary.

C. Gratuity

In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the Life Insurance Corporation of India (LIC), HDFC Standard Life, TATA AIG and Birla Sun-life. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in other comprehensive income, net of taxes.

b) Termination benefits

Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits.

c) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

d) Compensated absences

The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accumulating compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognized in the period in which the absences occur. The Company recognizes actuarial gains and losses immediately in the statement of income.

(xii) Share based payment transactions

Selected employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognized in the statement of income with a corresponding increase to the share based payment reserve, a component of equity.

The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest.

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(xiii) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.

(xiv) Revenue

The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products.

a) Services

The Company recognizes revenue when the significant terms of the arrangement are enforceable, services have been delivered and the collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered:

A. Time and materials contracts

Revenues and costs relating to time and materials contracts are recognized as the related services are rendered.

B. Fixed-price contracts

Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Company does not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the statement of income in the period in which such losses become probable based on the current contract estimates.

‘Unbilled revenues’ represent cost and earnings in excess of billings as at the end of the reporting period. ‘Unearned revenues’ represent billing in excess of revenue recognized. Advance payments received from customers for which no services have been rendered are presented as ‘Advance from customers’.

C. Maintenance contracts

Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion.

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In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term.

b) Products

Revenue from products are recognized when the significant risks and rewards of ownership have transferred to the buyer, continuing managerial involvement usually associated with ownership and effective control have ceased, the amount of revenue can be measured reliably, it is probable that economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

c) Multiple element arrangements

Revenue from contracts with multiple-element arrangements are recognized using the guidance in IAS 18, Revenue. The Company allocates the arrangement consideration to separately identifiable components based on their relative fair values or on the residual method. Fair values are determined based on sale prices for the components when it is regularly sold separately, third-party prices for similar components or cost plus an appropriate business-specific profit margin related to the relevant component.

d) Others

• The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of revenue recognized at the time of sale.

• Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty.

• The Company accrues the estimated cost of warranties at the time when the revenue is recognized. The accruals are based on the Company’s historical experience of material usage and service delivery costs.

• Costs that relate directly to a contract and incurred in securing a contract are recognized as an asset and amortized over the contract term.

• Contract expenses are recognised as expenses by reference to the stage of completion of contract activity at the end of the reporting period.

(xv) Finance expenses

Finance expenses comprise interest cost on borrowings, impairment losses recognized on financial assets, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in fair value and gains/ (losses) on settlement of related derivative instruments except foreign exchange gains/(losses), net on short-term borrowings which are considered as a natural economic hedge for the foreign currency monetary assets which are classified as foreign exchange gains/(losses), net within results from operating activities. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the statement of income using the effective interest method.

(xvi) Finance and other income

Finance and other income comprises interest income on deposits, dividend income and gains / (losses) on disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established.

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(xvii) Income tax

Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of income except to the extent it relates to a business combination, or items directly recognized in equity or in other comprehensive income.

a) Current income tax

Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously.

b) Deferred income tax

Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.

Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

(xviii) Earnings per share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive.

(xix) Discontinued operations

A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed off or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale.

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A demerger that is a business under common control is outside the scope of IFRS 3, Business Combination and IFRIC 17, Non-Current Assets Held for Sale and Discontinued Operations and can be accounted using either carrying values or fair values. The Company accounts for such demergers at carrying value.

New Accounting standards adopted by the Company:

The Company has, with effect from April 01, 2014, adopted the following interpretation and amendments to accounting standards.

IFRIC 21 – Levies

IFRIC 21 is effective for annual periods beginning on or after January 1, 2014 and is applied retrospectively. It is applicable to all levies imposed by governments under legislation, other than outflows that are within the scope of other standards (e.g., IAS 12 Income Taxes) and fines or other penalties for breaches of legislation.

The interpretation clarifies that an entity recognizes a liability when the activity that triggers the payment of levy, as identified by the relevant legislation, occurs. No liability needs to be recorded towards levy that will be triggered by operating in a future period. It also clarifies that a levy liability is accrued progressively only if the activity that triggers payment occurs over a period of time, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, no liability is recognized before the specified minimum threshold is reached. The interpretation requires these same principles to be applied in interim financial statements. This has no impact on the Company.

Amendments to IAS 32 Financial instruments – Offsetting Financial Assets and Financial Liabilities*

Amendments to IFRS 10 – Consolidated Financial Statements, IFRS 12 – Disclosure of Interests in Other Entities and IAS 27 – Separate Financial Statements – Investment Entities*

Amendments to IAS 36 – Impairment of Assets – Recoverable Amount Disclosures for Non-Financial Assets*

Amendments to IAS 39 – Financial Instruments: Recognition and Measurement – Novation of Derivatives and Continuation of Hedge Accounting*

* The adoption of these accounting standards including consequential amendments did not have any material impact on the consolidated financial statements of the Company.

New accounting standards not yet adopted:

A number of new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after 1 April 2014, and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are:

IFRS 9 – Financial instruments

In July 2014, the IASB completed its project to replace IAS 39, Financial Instruments: Recognition and Measurement by publishing the final version of IFRS 9: Financial Instruments. IFRS 9 introduces a single approach for the classification and measurement of financial assets according to their cash flow characteristics and the business model they are managed in, and provides a new impairment model based on expected credit losses. IFRS 9 also includes new guidance regarding the application of hedge accounting to better reflect an entity’s risk management activities especially with regard to managing non-financial risks. The new standard is effective for

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annual reporting periods beginning on or after January 1, 2018, while early application is permitted. The application of IFRS 9 may have a material impact on the classification, measurement and presentation of the Company’s financial assets and liabilities. The Company is currently assessing the impact of adopting IFRS 9 on the Company’s Consolidated Financial Statements.

IFRS 15 – Revenue from Contracts with Customers.

IFRS 15 supersedes all existing revenue requirements in IFRS (IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations). According to the new standard, revenue is recognized to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. IFRS 15 establishes a five step model that will apply to revenue earned from a contract with a customer (with limited exceptions), regardless of the type of revenue transaction or the industry. Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligation; changes in contract asset and liability account balances between periods and key judgments and estimates. The standard permits the use of either the retrospective or cumulative effect transition method. The standard is effective for annual periods beginning on or after January 1, 2017; early application is permitted. In May 2015, the IASB, through an exposure draft, proposed changing the effective date to periods beginning on or after January 1, 2018 instead of January 1, 2017. The Company is currently assessing the impact of adopting IFRS 15 on the Company’s Consolidated Financial Statements.

4. Demerger of diversified business and discontinued operations

During the financial year 2012-13, the Company had initiated and completed the demerger of its consumer care and lighting, infrastructure engineering and other non-IT business segment (collectively, “the Diversified Business”). The scheme was effective March 31, 2013 (“Effective Date”) after the sanction of the Honorable High Court and filing of the certified copy of the scheme with the Registrar of Companies.

Following the Effective Date, the Diversified Business is classified and presented in the consolidated financial statements as discontinued operation in accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. The Demerger is considered as business under common control and hence is outside the scope of application of IFRS 3 and International Financial Reporting Standards Interpretations (“IFRIC”) 17. Accordingly, assets and liabilities of the Diversified Business as on the Effective Date are at their carrying values.

The results of the Diversified Business are as follows:

	Year ended March 31,
	2013			2014		2015
Revenues	Rs.	56,706			—		—
Expenses (net)		(51,530	)		—		—
Finance and other income/(expense), net		1,380			—		—
Share of profits/(losses) of equity accounted investee, net of taxes		(107	)		—		—
Profit before tax		6,449			—		—
Income tax expense		(1,437	)		—		—
Profit for the period from discontinued operations	Rs.	5,012			—		—

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	Year ended March 31,
	2013		2014		2015
Profit from discontinued operations attributable to:
Equity holders of the Company	Rs.	4,997		—		—
Non-controlling interest		15		—		—
	Rs.	5,012		—		—
Earnings per equity share:
Basic		2.04		—		—
Diluted		2.03		—		—
Weighted average number of equity shares used in computing earnings per equity share:
Basic		2,453,218,759		—		—
Diluted		2,459,184,321		—		—

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Cash flows from/ (used in) discontinued operations

	Year ended March 31,
	2013			2014		2015
Net cash flows from operating activities	Rs.	5,709			—		—
Net cash flows used in investing activities		(9,825	)		—		—
Net cash flows from financing activities		4,611			—		—
Increase in net cash flows for the period	Rs.	495			—		—

Effect of disposal on the financial position of the Company as on the Effective Date

Goodwill	Rs.	18,660
Intangible assets		3,255
Property, plant and equipment		9,722
Investment in equity accounted investee		3,193
Investment in newly acquired subsidiaries		8,276
Other assets		6,175
Inventories		7,543
Trade receivables		7,048
Available for sale investments		13,009
Current tax assets		14
Cash and cash equivalents		4,163
Loans and borrowings		(7,515	)
Deferred tax liabilities, net		(1,122	)
Trade payables, other liabilities and provisions		(13,914	)
Net assets and liabilities	Rs.	58,507

The above is effected in the consolidated statements of changes in equity for the year ended March 31, 2013.

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5. Property, plant and equipment

	Land			Buildings			Plant and machinery*			Furniture fixtures and equipment			Vehicles			Total
Cost:
As at April 1, 2013	Rs.	3,990		Rs.	22,787		Rs.	61,798		Rs.	11,680		Rs.	1,430		Rs.	101,685
Translation adjustment		21			338			1,936			181			—			2,476
Additions		—			1,037			9,851			1,269			30			12,187
Acquisition through business combination		—			—			106			53			1			160
Disposal / adjustments		(324	)		(100	)		(1,381	)		(836	)		(495	)		(3,136	)
As at March 31, 2014	Rs.	3,687		Rs.	24,062		Rs.	72,310		Rs.	12,347		Rs.	966		Rs.	113,372
Accumulated depreciation/impairment:
As at April 1, 2013	Rs.	—		Rs.	3,037		Rs.	44,090		Rs.	8,574		Rs.	1,395		Rs.	57,096
Translation adjustment		—			121			1,242			129			1			1,493
Depreciation		—			718			7,731			1,553			39			10,041
Disposal / adjustments		—			(61	)		(748	)		(721	)		(491	)		(2,021	)
As at March 31, 2014	Rs.	—		Rs.	3, 815		Rs.	52,315		Rs.	9,535		Rs.	944		Rs.	66,609
Capital work-in-progress																	4,686
Net carrying value as at March 31, 2014																Rs.	51,449
Cost:
As at April 1, 2014	Rs.	3,687		Rs.	24,062		Rs.	72,310		Rs.	12,347		Rs.	966		Rs.	113,372
Translation adjustment		(2	)		50			122			(120	)		(22	)		28
Additions		—			446			11,978			873			36			13,333
Acquisition through business combination		—			89			871			120			1			1,081
Disposal / adjustments		—			(132	)		(5,687	)		(522	)		(151	)		(6,492	)
As at March 31, 2015	Rs.	3,685		Rs.	24,515		Rs.	79,594		Rs.	12,698		Rs.	830		Rs.	121,322
Accumulated depreciation/impairment:
As at April 1, 2014	Rs.	—		Rs.	3,815		Rs.	52,315		Rs.	9,535		Rs.	944		Rs.	66,609
Translation adjustment		—			36			243			(71	)		2			210
Depreciation		—			755			9,220			1,430			12			11,417
Disposal / adjustments		—			(93	)		(5,149	)		(258	)		(149	)		(5,649	)
As at March 31, 2015	Rs.	—		Rs.	4,513		Rs.	56,629		Rs.	10,636		Rs.	809		Rs.	72,587
Capital work-in-progress																	5,471
Net carrying value as at March 31, 2015																Rs.	54,206

* Including net carrying value of computer equipment and software amounting to Rs. 8,903 and Rs. 12,682 as at March 31, 2014 and 2015, respectively.

Interest capitalized by the Company was Rs. 149 and Rs. 105 for the year ended March 31, 2014 and 2015, respectively. The capitalization rate used to determine the amount of borrowing cost capitalized for the year ended March 31, 2014 and 2015 are 8.02% and 8.18%, respectively.

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6. Goodwill and Intangible assets

The movement in goodwill balance is given below:

	Year ended March 31,
	2014		2015
Balance at the beginning of the year	Rs.	54,756	Rs.	63,422
Translation adjustment		5,571		1,098
Acquisition through business combination, net		3,095		3,558
Balance at the end of the year	Rs.	63,422	Rs.	68,078

Acquisition through business combination for the year ended March 31, 2015, includes goodwill recognized on the acquisition of ATCO I-Tek and adjustments on conclusion of closing conditions pursuant to acquisition of Opus Capital Markets Consultants LLC under the IT Services Segment. Also refer note 7 to the consolidated financial statements.

Following the Demerger, the Company’s remaining two operating segments are IT Services and IT Products.

Goodwill as at March 31, 2014 and 2015 has been allocated to the following operating segments:

Segments	As at March 31,
	2014		2015
IT Services	Rs.	62,772	Rs.	67,394
IT Products		650		684
Total	Rs.	63,422	Rs.	68,078

For the purpose of impairment testing, goodwill relating to IT Services segment has been allocated to the CGUs as follows:

CGUs	As at March 31,
	2014		2015
Banking Financial Services and Insurance (BFSI)	Rs.	13,763	Rs.	14,015
Healthcare and Life Sciences (HLS)		13,496		14,080
Retail, Consumer, Transport and Government (RCTG)		9,515		9,426
Energy, Natural Resources and Utilities (ENU)		11,738		15,768
Manufacturing and High-Tech (MFG)		11,563		11,644
Global Media and Telecom (GMT)		2,697		2,461
Total	Rs.	62,772	Rs.	67,394

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Goodwill is tested for impairment annually in accordance with the Company’s procedure for determining the recoverable value of such assets. For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment.

The recoverable amount of the CGU within IT Services segment is determined on the basis of Fair Value Less Cost To Sell (FVLCTS). The FVLCTS of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorised as a level 2 fair value based on the inputs in the valuation techniques used.

The carrying value of goodwill allocated to the CGU within IT Products segment is not significant. The recoverable value of this CGU has been determined using value-in-use. The VIU is determined based on discounted cash flow projections. Key assumptions on which the Company has based its determination of VIU include estimated cash flows, terminal value and discount rates.

Value-in-use is calculated using after tax assumptions. The use of after tax assumptions does not result in a value-in-use that is materially different from the value-in-use that would result if the calculation was performed using before tax assumptions. The before tax discount rate is determined based on the value-in-use derived from the use of after tax assumptions.

Assumptions	Year ended March 31,
	2014			2015
Terminal value long-term growth rate		5	%		5	%
After tax discount rate		16.5	%		16.5	%
Before tax discount rate		22.6	%		24.9	%

Based on the above, no impairment was identified as of March 31, 2014 and 2015 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March 31, 2014 and 2015 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (revenue growth, operating margin, discount rate and long-term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount.

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The movement in intangible assets is given below:

	Intangible assets
	Customer related			Marketing related			Total
Cost:
As at April 1, 2013	Rs.	3,003		Rs.	818		Rs.	3,821
Translation adjustment		63			43			106
Acquisition through business combination		338			219			557
Additions		—			20			20
As at March 31, 2014	Rs.	3,404		Rs.	1,100		Rs.	4,504
Accumulated amortization and impairment:
As at April 1, 2013	Rs.	1,632		Rs.	475		Rs.	2,107
Translation adjustment		—			125			125
Amortization and impairment		462			76			538
Effect of demerger of diversified business		(202	)		—			(202	)
As at March 31, 2014	Rs.	1,892		Rs.	676		Rs.	2,568
Net carrying value as at March 31, 2014	Rs.	1,512		Rs.	424		Rs.	1,936
Cost:
As at April 1, 2014	Rs.	3,404		Rs.	1,100		Rs.	4,504
Translation adjustment		(1,015	)		(95	)		(1,110	)
Acquisition through business combination		8,228			—			8,228
Disposal/adjustment		—			(100	)		(100	)
As at March 31, 2015	Rs.	10,617		Rs.	905		Rs.	11,522
Accumulated amortization and impairment:
As at April 1, 2014	Rs.	1,892		Rs.	676		Rs.	2,568
Translation adjustment		—			(104	)		(104	)
Amortization and impairment		1,044			165			1,209
Disposal/adjustment		—			(82	)		(82	)
As at March 31, 2015	Rs.	2,936		Rs.	655		Rs.	3,591
Net carrying value as at March 31, 2015	Rs.	7,681		Rs.	250		Rs.	7,931

Amortization expense on intangible assets is included in selling and marketing expenses in the statement of income.

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As of March 31, 2015, the estimated remaining amortization period for intangibles acquired on acquisition are as follows:

Acquisition	Estimated remaining amortization period
ATCO I-Tek		9.50 years
Global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation		5.25 – 6.25 years
Promax Applications Group		7.25 years
Opus Capital Markets Consultants LLC		3.75 – 5.75 years

7. Business combination

Summary of acquisitions made in 2013-14 is given below:

Opus Capital Markets Consultants LLC

On January 14, 2014, the Company had obtained control of Opus Capital Markets Consultants LLC (“Opus”) by acquiring 100% of its share capital. Opus is a US-based provider of mortgage due diligence and risk management services. The acquisition has strengthened Wipro’s mortgage solutions and complemented our existing offerings in mortgage origination, servicing and secondary market.

The acquisition was executed through a share purchase agreement for a consideration of Rs. 4,589 (US$ 75 million) which included a deferred earn-out component of Rs. 1,285 (US$ 21 million), dependent on achievement of revenues and earnings targets over a period of 3 years. This earn-out liability was fair valued at Rs. 782 and recorded as part of preliminary purchase price allocation.

During the current year, the Company concluded the fair value adjustments of the assets acquired and liabilities assumed on acquisition. Consequently, the fair value of earn-out liability was recorded at Rs. 589. Comparatives have not been retrospectively revised as the amounts are not material.

The following table presents the allocation of purchase price:

Description	Pre-acquisition carrying amount			Fair value adjustments			Purchase price allocated
Assets
Cash and cash equivalents	Rs.	22			—		Rs.	22
Property, plant and equipment (including software)		160			—			160
Trade receivable		456			—			456
Other assets		20			—			20
Customer related intangibles		—			234			234
Non-compete arrangement		—			216			216
Liabilities
Other liabilities		(258	)		—			(258	)
Deferred income taxes, net		—			(133	)		(133	)
Total		400			317			717
Goodwill								2,810
Total purchase price								Rs.3,527

The goodwill of Rs. 2,810 comprises value of expected synergies arising from the acquisition. Goodwill is not expected to be deductible for income tax purposes.

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During the current year, the fair value of earn-out liability was determined to be Rs. 144 as a result of changes in estimates of revenue and earnings over the earn-out period. The revision of the estimates has inter alia resulted in reduction in the carrying value of intangibles recognized on acquisition. Accordingly, a net gain of Rs. 470 has been recorded in the statement of income.

The fair value of earn-out consideration was estimated by applying the Discounted Cash Flow approach. The fair value estimates are based on discount rate of 7% and probability adjusted revenue and earnings estimates.

During the year ended March 31, 2015, an amount of Rs. 39 has been paid to the sellers representing earn-out payments for the calendar year 2014.

Summary of acquisitions made in 2014-15 is given below:

ATCO I-Tek Inc.

On August 15, 2014, the Company obtained control of ATCO I-Tek Inc., a Canadian entity, by acquiring 100% of its share capital and certain assets of IT services business of ATCO I-Tek Australia (hereafter the acquisitions are collectively referred to as ‘acquisition of ATCO I-Tek’) for an all-cash consideration of Rs. 11,420 (Canadian Dollars 204 million). ATCO I-Tek provides IT services to ATCO Group. The acquisition will strengthen Wipro’s IT services delivery model in North America and Australia.

As part of conclusion of certain closing conditions, Rs. 349 has been reduced from the purchase price. Consequently, the Company concluded the fair value adjustments of the assets acquired and liabilities assumed on acquisition.

The following table presents the allocation of purchase price:

Description	Pre-acquisition carrying amount			Fair value adjustments			Purchase price allocated
Assets
Cash		71			—		Rs.	71
Property, plant and equipment (including capital work-in-progress and software)		1,689			(278	)		1,411
Trade receivables		210			—			210
Other assets		296			—			296
Customer related intangibles		—			8,228			8,228
Liabilities
Trade payables and accrued liabilities		(798	)		—			(798	)
Deferred income taxes, net		(138	)		(2,017	)		(2,155	)
Total		1,330			5,933			7,263
Goodwill								3,808
Total purchase price							Rs.	11,071

The goodwill of Rs. 3,808 comprises value of expected synergies arising from the acquisition. Goodwill is not expected to be deductible for income tax purposes.

From the date of acquisition, ATCO I-Tek has contributed Rs. 6,301 of revenue and Rs. 868 of profit after taxes. If the acquisition had occurred on April 1, 2014, management estimates that consolidated revenue for the Company would have been Rs. 472,142 and the profit after taxes would have been Rs. 87,503 for twelve months ended March 31, 2015. The pro-forma amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on date indicated or that may result in the future.

144

8. Available for sale investments

Available for sale investments consists of the following:

	As at March 31, 2014									As at March 31, 2015
	Cost*		Gross gain recognized directly in equity		Gross loss recognized directly in equity			Fair Value		Cost*		Gross gain recognized directly in equity		Gross loss recognized directly in equity			Fair Value
Investment in liquid and short-term mutual funds and others	Rs.	61,594	Rs.	334	Rs.	(177	)	Rs.	61,751	Rs.	56,437	Rs.	1,340	Rs.	(2	)	Rs.	57,775
Certificate of deposits		1,482		—		—			1,482		—		—		—			—
Total	Rs.	63,076	Rs.	334	Rs.	(177	)	Rs.	63,233	Rs.	56,437	Rs.	1,340	Rs.	(2	)	Rs.	57,775
Current									60,557									53,908
Non current									2,676									3,867

* Available for sale investments include investments amounting to Rs. 228 and Rs. Nil as of March 31, 2014 and 2015, respectively, pledged as margin money deposit for entering into currency future contracts. The counter-parties have an obligation to return the securities to the Company upon settling all the open currency future contracts.

9. Trade receivables

	As at March 31,
	2014			2015
Trade receivables	Rs.	89,977		Rs.	97,041
Allowance for doubtful accounts receivable		(4,585	)		(5,510	)
	Rs.	85,392		Rs.	91,531

The activity in the allowance for doubtful accounts receivable is given below:

	Year ended March 31,
	2014			2015
Balance at the beginning of the year	Rs.	3,625		Rs.	4,585
Additions during the year, net		1,294			925
Uncollectable receivables charged against allowance		(334	)		—
Balance at the end of the year	Rs.	4,585		Rs.	5,510

145

10. Inventories

Inventories consist of the following:

	As at March 31,
	2014		2015
Stores and spare parts	Rs.	930	Rs.	932
Raw materials and components		37		3
Work in progress		16		2
Finished goods and traded goods		1,310		3,912
	Rs.	2,293	Rs.	4,849

11. Cash and cash equivalents

Cash and cash equivalents as of March 31, 2013, 2014 and 2015 consist of cash and balances on deposit with banks. Cash and cash equivalents consist of the following:

	As at March 31,
	2013		2014		2015
Cash and bank balances	Rs.	35,683	Rs.	45,666	Rs.	47,198
Demand deposits with banks(1)		49,155		68,535		111,742
	Rs.	84,838	Rs.	114,201	Rs.	158,940

⁽¹⁾  These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal.

Cash and cash equivalents consist of the following for the purpose of the cash flow statement:

	As at March 31,
	2013			2014		2015
Cash and cash equivalents (as per above).	Rs.	84,838		Rs.	114,201	Rs.	158,940
Bank overdrafts		(719	)		—		(227	)
	Rs.	84,119		Rs.	114,201	Rs.	158,713

146

12. Other assets

	As at March 31,
	2014		2015
Current
Interest bearing deposits(1)	Rs.	12,500	Rs.	38,200
Prepaid expenses		7,354		9,476
Due from officers and employees		2,447		3,488
Finance lease receivables		3,018		3,461
Advance to suppliers		2,446		2,430
Deferred contract costs		3,852		3,610
Interest receivable		2,794		5,290
Deposits		756		763
Balance with excise, customs and other authorities		1,267		1,786
Others (2)		3,040		4,855
	Rs.	39,474	Rs.	73,359
Non current
Prepaid expenses including rentals for leasehold land	Rs.	4,523	Rs.	6,630
Finance lease receivables		5,235		2,899
Deposits		412		65
Deferred contract costs		3,711		4,445
Others		414		330
	Rs.	14,295	Rs.	14,369
Total	Rs.	53,769	Rs.	87,728

⁽¹⁾  Such deposits earn a fixed rate of interest and will be liquidated within 12 months.

⁽²⁾  Others include Rs. 400 (March 31, 2014: Nil) representing assets held for sale.

147

Finance lease receivables

Finance lease receivables consist of assets that are leased to customers for periods ranging from 1 to 7 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below:

	Minimum lease payment						Present value of minimum lease payment
	As at March 31,						As at March 31,
	2014			2015			2014		2015
Not later than one year	Rs.	3,194		Rs.	3,685		Rs.	2,980	Rs.	3,419
Later than one year but not later than five years		5,885			3,108			5,190		2,826
Later than five years		—			73			—		57
Unguaranteed residual values		90			62			83		58
Gross investment in lease		9,169			6,928			8,253		6,360
Less: Unearned finance income		(916	)		(568	)		—		—
Present value of minimum lease payment receivable	Rs.	8,253		Rs.	6,360		Rs.	8,253	Rs.	6,360
Included in the financial statements as follows:
Current finance lease receivables							Rs.	3,018	Rs.	3,461
Non-current finance lease receivables								5,235		2,899

13. Loans and borrowings

Short-term loans and borrowings

The Company had short-term borrowings including bank overdrafts amounting to Rs. 39,433 and Rs. 64,443 as at March 31, 2014 and 2015, respectively. Short-term borrowings from banks as of March 31, 2015 primarily consist of lines of credit of approximately Rs. 4,255, U.S. Dollar (U.S.$) 1,286 million, Canadian Dollar (CAD) 150 million, Saudi Arabian Riyal (SAR) 378 million, Chinese Yuan (CNY) 14 million, and United Kingdom Pound Sterling (GBP) 20 million from bankers for working capital requirements and other short term needs. As of March 31, 2015, the Company has unutilized lines of credit aggregating Rs. 4,148, U.S.$ 437 million, SAR 165 million and GBP 18 million respectively. To utilize these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. Significant portion of these facilities bear floating rates of interest, referenced to LIBOR and a spread, determined based on market conditions.

The Company has non-fund based revolving credit facilities in various currencies equivalent to Rs. 39,813 and Rs. 39,511, as of March 31, 2014 and 2015, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2014 and 2015, an amount of Rs. 16,949 and Rs. 18, 277 respectively, was unutilized out of these non-fund based facilities.

148

Long-term loans and borrowings

A summary of long- term loans and borrowings is as follows:

	As at March 31, 2014				As at March 31, 2015
Currency	Foreign currency in millions		Indian Rupee		Foreign currency in millions		Indian Rupee		Interest rate			Final maturity
Unsecured external commercial borrowing
U.S. Dollar		150	Rs.	8,985		150	Rs.	9,375		LIBOR+1.25	%		June 2018
Unsecured term loan
Indian Rupee		NA		172		NA		217		0 - 12	%		2015 - 2017
Other secured term loans		—		2		—		—		—			—
			Rs.	9,159			Rs.	9,592
Obligations under finance leases				3,000				4,878
			Rs.	12,159			Rs.	14,470
Current portion of long term loans and borrowings			Rs.	1,250			Rs.	1,763
Non-current portion of long term loans and borrowings				10,909				12,707

The Company had entered into interest rate swap (IRS) in connection with the unsecured external commercial borrowing.

The contract governing the Company’s unsecured external commercial borrowing contain certain covenants that limit future borrowings and payments towards acquisitions in a financial year. The terms of the other secured and unsecured loans and borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial ratios. As of March 31, 2015, the Company has met all the covenants under these arrangements.

A portion of the above short-term loans and borrowings, other secured term loans and obligation under finance leases aggregating to Rs. 6,467 and Rs. 8,694 as at March 31, 2014 and 2015, respectively, are secured by inventories, accounts receivable, certain property, plant and equipment and underlying assets.

Interest expense was Rs. 868 and Rs. 768 for the year ended March 31, 2014 and 2015, respectively for the continuing operations.

The following is a schedule of future minimum lease payments under finance leases, together with the present value of minimum lease payments as of March 31, 2014 and 2015:

	Minimum lease payments						Present value of minimum lease payments
	As at March 31,						As at March 31,
	2014			2015			2014		2015
Not later than one year	Rs.	1,230		Rs.	1,843		Rs.	1,092	Rs.	1,660
Later than one year but not later than five years		2,066			3,379			1,908		3,218
Total minimum lease payments		3,296			5,222			3,000		4,878
Less: Amount representing interest		(296	)		(344	)		—		—
Present value of minimum lease payments	Rs.	3,000		Rs.	4,878		Rs.	3,000	Rs.	4,878
Included in the financial statements as follows:
Current finance lease payables							Rs.	1,092	Rs.	1,660
Non-current finance lease payables								1,908		3,218

149

14. Trade payables and accrued expenses

Trade payables and accrued expenses consist of the following:

	As at March 31,
	2014		2015
Trade payables	Rs.	17,615	Rs.	18,845
Accrued expenses		34,302		39,900
	Rs.	51,917	Rs.	58,745

15. Other liabilities and provisions

	As at March 31,
	2014		2015
Other liabilities:
Current:
Statutory and other liabilities	Rs.	3,551	Rs.	3,530
Employee benefit obligations		5,027		4,802
Advance from customers		3,278		2,200
Others		2,573		1,691
	Rs.	14,429	Rs.	12,223
Non-current:
Employee benefit obligations	Rs.	3,030	Rs.	3,062
Others		1,448		596
	Rs.	4,478	Rs.	3,658
Total	Rs.	18,907	Rs.	15,881

150

	As at March 31,
	2014		2015
Provisions:
Current:
Provision for warranty	Rs.	340	Rs.	306
Others		1,030		1,211
	Rs.	1,370	Rs.	1,517
Non-current:
Provision for warranty	Rs.	6	Rs.	5
Total	Rs.	1,376	Rs.	1,522

Provision for warranty represents cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years. Other provisions primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined.

A summary of activity for provision for warranty and other provisions is as follows:

	Year ended March 31, 2014									Year ended March 31, 2015
	Provision for warranty			Others			Total			Provision for warranty			Others			Total
Balance at the beginning of the year	Rs.	314		Rs.	869		Rs.	1,183		Rs.	346		Rs.	1,030		Rs.	1,376
Additional provision during the year, net.		383			270			653			350			188			538
Provision used during the year		(351	)		(109	)		(460	)		(385	)		(7	)		(392	)
Balance at the end of the year	Rs.	346		Rs.	1,030		Rs.	1,376		Rs.	311		Rs.	1,211		Rs.	1,522

16. Financial instruments

Financial assets and liabilities (carrying value/fair value):

	As at March 31,
	2014		2015
Assets:
Trade receivables	Rs.	85,392	Rs.	91,531
Unbilled revenues		39,334		42,338
Cash and cash equivalents		114,201		158,940
Available for sale financial investments		63,233		57,775
Derivative assets		3,947		5,813
Other assets		29,229		56,298
Total	Rs.	335,336	Rs.	412,695
Liabilities:
Loans and borrowings	Rs.	51,592	Rs.	78,913
Trade payables and accrued expenses		51,144		57,793
Derivative liabilities		3,133		824
Other liabilities		2,529		1,023
Total	Rs.	108,398	Rs.	138,553

151

By Category (Carrying value/Fair value):

	As at March 31,
	2014		2015
Assets:
Loans and receivables	Rs.	268,156	Rs.	349,107
Derivative assets		3,947		5,813
Available for sale financial assets		63,233		57,775
Total	Rs.	335,336	Rs.	412,695
Liabilities:
Financial liabilities at amortized cost	Rs.	51,592	Rs.	78,913
Trade and other payables		53,673		58,816
Derivative liabilities		3,133		824
Total	Rs.	108,398	Rs.	138,553

152

Offsetting financial assets and liabilities

The following table contains information on financial assets and liabilities subject to offsetting:

Financial assets

Loans and receivables	Gross amounts of recognized financial assets		Gross amounts of recognized financial liabilities set off in the balance sheet			Net amounts of financial assets presented in the balance sheet
As at March 31, 2014		271,100		(2,944	)		268,156
As at March 31, 2015		352,191		(3,084	)		349,107

Financial liabilities

Trade and other payables	Gross amounts of recognized financial liabilities		Gross amounts of recognized financial assets set off in the balance sheet			Net amounts of financial liabilities presented in the balance sheet
As at March 31, 2014		56,617		(2,944	)		53,673
As at March 31, 2015		61,900		(3,084	)		58,816

For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis.

Fair value

The fair value of cash and cash equivalents, trade receivables, unbilled revenues, trade payables, current financial liabilities and borrowings approximate their carrying amount largely due to the short-term nature of these instruments. A substantial portion of the Company’s long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Accordingly, the carrying value of such long-term debt approximates fair value. Further, finance lease receivables that are overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for expected losses on these receivables. As of March 31, 2014 and 2015, the carrying value of such receivables, net of allowances approximates the fair value.

Investments in liquid and short-term mutual funds, which are classified as available-for-sale are measured using quoted market prices at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits, classified as available for sale is determined using observable market inputs.

The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc.

Fair value hierarchy

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)

153

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

	As at March 31, 2014											As at March 31, 2015
Particulars	Total			Fair value measurements at reporting date using								Total			Fair value measurements at reporting date using
				Level 1		Level 2			Level 3						Level 1		Level 2			Level 3
Assets
Derivative instruments
- Cash flow hedges	Rs.	1,289		Rs.	—	Rs.	1,289		Rs.	—		Rs.	4,237		Rs.	—	Rs.	4,237		Rs.	—
- Net investment hedges		123			—		123			—			140			—		140			—
- Others		2,535			—		2,425			110			1,436			—		912			524
Available for sale financial assets:
- Investment in liquid and short-term mutual funds		18,555			16,826		1,729			—			10,202			10,202		—			—
- Investment in certificate of deposit, non-convertible debentures and commercial papers		42,002			488		41,514			—			43,706			2,046		41,660			—
- Investment in equity instruments		2,676			—		—			2,676			3,867			—		—			3,867
Liabilities
Derivative instruments
- Cash flow hedges		(740	)		—		(740	)		—			(80	)		—		(80	)		—
- Net investment hedges		(718	)		—		(718	)		—			(264	)		—		(264	)		—
- Others		(1,675	)		—		(1,675	)		—			(480	)		—		(480	)		—
- Contingent consideration		(789	)		—		—			(789	)		(110	)		—		—			(110	)

The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table:

Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counterparties, primarily financial institutions with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. These models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2015, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.

154

Available for sale investments (Investment in certificate of deposits and commercial papers): Fair value of available-for-sale financial assets is derived based on the indicative quotes of price and yields prevailing in the market as on March 31, 2015.

Available for sale investments (Investment in liquid and short-term mutual funds): Fair valuation is derived based on Net Asset value published by the respective mutual fund houses.

Details of assets and liabilities considered under Level 3 classification

	Available for sale investments – Equity instruments			Derivative Assets – Others			Contingent consideration
Balance at the beginning of the year	Rs.	2,676		Rs.	110		Rs.	(789	)
Additions		546			433			—
Disposals/ payouts		(916	)		—			39
Measurement period adjustment to Goodwill		—			—			193
Gain/(loss) recognised in statement of income		608			(19	)		447
Gain/(loss) recognised in other comprehensive income		953			—			—
Balance at the end of the year	Rs.	3,867		Rs.	524		Rs.	(110	)

155

Description of significant unobservable inputs to valuation:

As at March 31, 2014

	Valuation technique	Significant unobservable inputs	Input	Sensitivity of the input to fair value
Available for sale investments in unquoted equity shares	Option pricing model	Volatility of comparable companies	45%	2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of AFS investments by Rs. 21
		Time to liquidation event	5 years	1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of AFS investments by Rs. 27
Derivative assets	Option pricing model	Volatility of comparable companies	40%	2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of the derivative asset by Rs. 21
		Time to liquidation event	5 years	1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of the derivative asset by Rs. 27

As at March 31, 2015

	Valuation technique	Significant unobservable inputs	Input	Sensitivity of the input to fair value
Available for sale investments in unquoted equity shares	Discounted cash flow model	Long term growth rate	2%	0.5% increase (decrease) in growth rate would result in increase (decrease) in fair value of AFS investments by Rs. 44, (Rs. 40) respectively
		Discount rate	14%	0.5% increase (decrease) in growth rate would result in increase (decrease) in fair value of AFS investments by Rs. 85, (Rs. 91) respectively
	Market multiple approach	Revenue multiple	4.1x	0.5x increase (decrease) in revenue multiple would result in increase (decrease) in fair value of AFS investments by Rs. 148, (Rs. 152) respectively
Derivative assets	Option pricing model	Volatility of comparable companies	45%	2.5% increase (decrease) in volatility would result in increase (decrease) in fair value of the derivative asset by Rs. 32, (Rs. 33) respectively
Time to liquidation event			4.5 years	1 year increase (decrease) in time to liquidation event would result in increase (decrease) in fair value of the derivative asset by Rs. 63, (Rs. 85) respectively

156

See note 7 for disclosure relating to valuation techniques applied for contingent consideration.

Derivatives assets and liabilities:

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, foreign currency forecasted cash flows and net investment in foreign operations. The counter party in these derivative instruments is a bank and the Company considers the risks of non-performance by the counterparty as non-material.

The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:

	As at March 31,
	2014		2015
Designated derivative instruments
Sell	US$	516	US$	836
	€	78	€	220
	£	51	£	198
	AUD	9	AUD	83
Interest rate swaps	US$	150	US$	150
Net investment hedges in foreign operations
Others	US$	220	US$	145
	€	25	€	—
Non designated derivative instruments
Sell	US$	1,061	US$	1,304
	£	112	£	67
	€	63	€	60
	AUD	99	AUD	53
	¥	490	¥	490
	SGD	8	SGD	13
	ZAR	223	ZAR	69
	CAD	10	CAD	30
Buy	US$	585	US$	790

157

The following table summarizes activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges:

	As at March 31,
	2014			2015
Balance as at the beginning of the year	Rs.	1,669		Rs.	567
Deferred cancellation gain/(loss)		—			101
Changes in fair value of effective portion of derivatives		(1,102	)		3,600
Gains/ (losses) on cash flow hedging derivatives, net	Rs.	(1,102	)	Rs.	3,701
Balance as at the end of the year	Rs.	567		Rs.	4,268
Deferred tax asset thereon	Rs.	(68	)	Rs.	(718	)
Balance as at the end of the year, net of deferred tax	Rs.	499		Rs.	3,550

The related hedge transactions for balance in cash flow hedging reserve as of March 31, 2015 are expected to occur and reclassified to the statement of income over a period of 5 years.

As at March 31, 2014 and 2015, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur.

Sale of financial assets

From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled revenues, net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability.

In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. These are reflected as part of loans and borrowings in the statement of financial position.

Financial risk management

General

Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings.

158

The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses.

Risk Management Procedures

The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by senior management and Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Foreign currency risk

The Company operates internationally and a major portion of its business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, while a large portion of costs are in Indian rupees. The exchange rate between the rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against these currencies can adversely affect the Company’s results of operations.

The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency.

The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. The Company has also designated foreign currency borrowings as hedge against respective net investments in foreign operations.

As of March 31, 2014 and 2015 respectively, a Rs. 1 increase/decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately Rs. 1,212 and Rs. 1,495 decrease/increase in the fair value of foreign currency dollar denominated derivative instruments.

159

The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2014 and 2015:

	US$			Euro			Pound Sterling			Australian Dollar			Canadian Dollar			Other currencies#			Total
Trade receivables	Rs.	31,065		Rs.	6,581		Rs.	8,045		Rs.	2,704		Rs.	87		Rs.	2,876		Rs.	51,358
Unbilled revenues		14,611			2,257			4,314			949			200			2,327			24,658
Cash and cash equivalents		46,805			687			676			364			43			1,684			50,259
Other assets		934			1,232			809			1,667			11			202			4,855
Loans and borrowings	Rs.	(44,028)		Rs.	—		Rs.	(478)		Rs.	(1,118	)	Rs.	—			—		Rs.	(45,624	)
Trade payables, accrued expenses and other liabilities		(16,303	)		(3,088	)		(3,743	)		(1,219	)		(196	)		(1,627	)		(26,176	)
Net assets / (liabilities)	Rs.	33,084		Rs.	7,669		Rs.	9,623		Rs.	3,347		Rs.	145		Rs.	5,462		Rs.	59,330
	US$			Euro			Pound Sterling			Australian Dollar			Canadian Dollar			Other currencies#			Total
Trade receivables	Rs.	29,586		Rs.	4,648		Rs.	8,603		Rs.	1,376		Rs.	211		Rs.	3,005		Rs.	47,429
Unbilled revenues		16,430			2,855			5,099			915			196			1,292			26,787
Cash and cash equivalents		40,465			1,098			842			255			26			2,100			44,786
Other assets		1,393			1,241			308			1,782			12			218			4,954
Loans and borrowings	Rs.	(58,750	)	Rs.	—		Rs.	(360	)	Rs.	(932	)	Rs.	—		Rs.	(227	)	Rs.	(60,269	)
Trade payables, accrued expenses and other liabilities		(22,296	)		(2,923	)		(4,149	)		(797	)		(119	)		(1,571	)		(31,855	)
Net assets / (liabilities)	Rs.	6,828		Rs.	6,919		Rs.	10,343		Rs.	2,599		Rs.	326		Rs.	4,817		Rs.	31,832

160

^#  Other currencies reflects currencies such as Singapore Dollars, Saudi Arabian Riyals etc.

As at March 31, 2014 and 2015 respectively, every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would impact result from operating activities by approximately Rs. 593 and Rs. 318 respectively.

Interest rate risk

Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. The Company’s investments are primarily in short-term investments, which do not expose it to significant interest rate risk. The Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. As of March 31, 2015, substantially all of the Company’s borrowings were subject to floating interest rates, which reset at short intervals. If interest rates were to increase by 100 bps from March 31, 2015, additional net annual interest expense on floating rate borrowing would amount to approximately Rs. 640.

Credit risk

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as of March 31, 2014 and 2015, respectively and revenues for the year ended March 31, 2013, 2014 and 2015, respectively. There is no significant concentration of credit risk.

161

Financial assets that are neither past due nor impaired

Cash and cash equivalents, available-for-sale financial assets, investment in certificates of deposits and interest bearing deposits with corporates are neither past due nor impaired. Cash and cash equivalents with banks and interest-bearing deposits are placed with corporate, which have high credit-ratings assigned by international and domestic credit-rating agencies. Available-for-sale financial assets substantially include investment in liquid mutual fund units. Certificates of deposit represent funds deposited with banks or other financial institutions for a specified time period.

Financial assets that are past due but not impaired

There is no other class of financial assets that is past due but not impaired except for receivables of Rs. 4,585 and Rs. 5,510 as of March 31, 2014 and 2015, respectively. Of the total receivables, Rs. 59,927 and Rs. 67,997 as of March 31, 2014 and 2015, respectively, were neither past due nor impaired. The Company’s credit period generally ranges from 45-60 days. The aging analysis of the receivables has been considered from the date the invoice falls due. The age wise break up of receivables, net of allowances that are past due, is given below:

	As at March 31,
	2014		2015
Financial assets that are neither past due nor impaired	Rs.	59,927	Rs.	67,997
Financial assets that are past due but not impaired
Past due 0 – 30 days		4,996		7,343
Past due 31 – 60 days		4,646		3,936
Past due 61 – 90 days		3,259		2,876
Past due over 90 days		21,733		16,307
Total past due but not impaired	Rs.	34,634	Rs.	30,462

Counterparty risk

Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated in India based on Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews.

Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2015, cash and cash equivalents are held with major banks and financial institutions.

162

The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any.

	As at March 31, 2014
	Carrying value		Contractual cash flows
			Less than 1 year		1-2 years		2-4 years		4-7 years		Total
Loans and borrowings	Rs.	51,592	Rs.	41,050	Rs.	1,539	Rs.	1,481	Rs.	9,035	Rs.	53,105
Trade payables and accrued expenses		51,144		51,144		—		—		—		51,144
Derivative liabilities	Rs.	3,133	Rs.	2,504	Rs.	599	Rs.	30	Rs.	—	Rs.	3,133

	As at March 31, 2015
	Carrying value		Contractual cash flows
			Less than 1 year		1-2 years		2-4 years		4-7 years		Total
Loans and borrowings	Rs.	78,913	Rs.	66,526	Rs.	1,827	Rs.	11,609	Rs.	116	Rs.	80,078
Trade payables and accrued expenses		57,793		57,793		—		—		—		57,793
Derivative liabilities	Rs.	824	Rs.	753	Rs.	39	Rs.	22	Rs.	10	Rs.	824

The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by the management for external communication with investors, analysts and rating agencies:

	As at March 31,
	2014			2015
Cash and cash equivalents	Rs.	114,201		Rs.	158,940
Interest bearing deposits		12,500			38,200
Available for sale investments		60,557			53,908
Loans and borrowings		(51,592	)		(78,913	)
Net cash position	Rs.	135,666		Rs.	172,135

17. Investment in equity accounted investees

Wipro GE Healthcare Private Limited (Wipro GE)

The Company held 49% interest in Wipro GE which is a private entity that is not listed on any public exchange. The investment in Wipro GE has been transferred to the Resulting Company pursuant to the Demerger of the diversified business and therefore had been classified as discontinued operations as of March 31, 2013. Refer to Note 4. The Company’s share of profits/(losses) of Wipro GE for the year ended March 31, 2013 was Rs. (108), which is considered under results of discontinued operations.

163

The aggregate summarized financial information of Wipro GE is as follows:

	Year ended March 31,
	2013			2014		2015
Revenue	Rs.	30,103		Rs.	—	Rs.	—
Gross profit		4,144			—		—
Profit /(loss) for the year		(203	)		—		—

164

18. Foreign currency translation reserve

The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below:

	As at March 31,
	2014			2015
Balance at the beginning of the year	Rs.	5,470		Rs.	10,060
Translation difference related to foreign operations		7,190			799
Change in effective portion of hedges of net investment in foreign operations		(2,600	)		390
Total change during the year	Rs.	4,590		Rs.	1,189
Balance at the end of the year	Rs.	10,060		Rs.	11,249

19. Income taxes

Income tax expense has been allocated as follows:

	Year ended March 31,
	2013		2014			2015
Income tax expense for continuing operations as per the statement of income	Rs.	16,912	Rs.	22,600		Rs.	24,624
Income tax included in other comprehensive income on:
Unrealized gains/(losses) on available for sale investments		37		(4	)		335
Gains/(losses) on cash flow hedging derivatives		427		112			650
Defined benefit plan actuarial gains/(losses)		—		55			(19	)
Total income taxes for continuing operations	Rs.	17,376	Rs.	22,763		Rs.	25,590

Income tax expense consists of the following:

	Year ended March 31,
	2013			2014			2015
Current taxes
Domestic	Rs.	13,684		Rs.	18,414		Rs.	19,163
Foreign		5,314			2,293			5,913
	Rs.	18,998		Rs.	20,707		Rs.	25,076
Deferred taxes
Domestic	Rs.	(1,241	)	Rs.	(389	)	Rs.	(247	)
Foreign		592			2,282			(205	)
	Rs.	(649	)	Rs.	1,893		Rs.	(452	)
Total income tax expense	Rs.	18,349		Rs.	22,600		Rs.	24,624
Total taxes of continuing operations	Rs.	16,912		Rs.	22,600		Rs.	24,624
Total taxes of discontinued operations		1,437			—			—
	Rs.	18,349		Rs.	22,600		Rs.	24,624

165

Income tax expenses are net of reversal of provisions recorded in earlier periods, which are no longer required, amounting to Rs. 1,109, Rs. 1,244 and Rs. 891 for the year ended March 31, 2013, 2014 and 2015, respectively.

The reconciliation between the provision of income tax of continuing operations of the Company and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows:

	Year ended March 31,
	2013			2014			2015
Profit before taxes from continuing operations	Rs.	78,596		Rs.	101,005		Rs.	111,683
Enacted income tax rate in India		32.45	%		33.99	%		33.99	%
Computed expected tax expense		25,500			34,332			37,961
Effect of:
Income exempt from tax		(10,124	)		(11,208	)		(11,698	)
Basis differences that will reverse during a tax holiday period		(91	)		918			(327	)
Income taxed at higher/ (lower) rates		1,508			(1,261	)		(1,910	)
Income taxes relating to prior years		(1,109	)		(1,244	)		(891	)
Changes in unrecognized deferred tax assets		378			302			343
Expenses disallowed for tax purposes		826			671			1,225
Others, net		24			91			(79	)
Total income tax expense of continuing operations	Rs.	16,912		Rs.	22,600		Rs.	24,624

The components of deferred tax assets and liabilities are as follows:

	As at March 31,
	2013			2014			2015
Carry-forward business losses	Rs.	3,526		Rs.	4,207		Rs.	3,589
Accrued expenses and liabilities		1,477			1,257			2,546
Allowances for doubtful accounts receivable		1,264			1,750			1,859
Minimum alternate tax		1,844			1,844			1,844
Income received in advance		1,383			807			134
Others		86			(71	)		(268	)
	Rs.	9,580		Rs.	9,794		Rs.	9,704
Property, plant and equipment	Rs.	(3,722)		Rs.	(5,005	)	Rs.	(3,416	)
Amortizable goodwill		(1,597	)		(1,698	)		(3,347	)
Intangible assets		(294	)		(261	)		(1,965	)

166

	As at March 31,
	2013			2014			2015
Cash flow hedges		(180	)		(68	)		(719	)
Deferred revenue		(398	)		(1,196	)		(552	)
	Rs.	(6,191	)	Rs.	(8,228	)	Rs.	(9,999	)
Net deferred tax assets/ (liabilities)	Rs.	3,389		Rs.	1,566		Rs.	(295	)
Amounts presented in statement of financial position:
Deferred tax assets	Rs.	4,235		Rs.	3,362		Rs.	2,945
Deferred tax liabilities	Rs.	(846	)	Rs.	(1,796	)	Rs.	(3,240	)

Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges is recognized in other comprehensive income and presented within equity in the cash flow hedging reserve. Deferred tax liability on the intangible assets identified and recorded separately at the time of an acquisition is recorded by an adjustment to goodwill. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the statement of income.

In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced. Deferred tax asset amounting to Rs. 2,096 and Rs. 1,858 as at March 31, 2014 and 2015, respectively in respect of unused tax losses have not been recognized by the Company.

The tax loss carry-forwards of Rs. 6,920 and Rs. 6,509 as at March 31, 2014 and March 31, 2015, respectively, relates to certain subsidiaries on which deferred tax asset has not been recognized by the Company, because there is a lack of reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, Rs. 5,869 and Rs. 4,971 as at March 31, 2014 and March 31, 2015, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately Rs. 1,051 and Rs. 1,538 as at March 31, 2014 and March 31, 2015, respectively, expires in various years through fiscal 2035.

The Company has recognized deferred tax assets of Rs. 4,207 and Rs. 3,763 in respect of carry forward losses of its various subsidiaries as at March 31, 2014 and 2015. Management’s projections of future taxable income and tax planning strategies support the assumption that it is probable that sufficient taxable income will be available to utilize these deferred tax assets.

Pursuant to the changes in the Indian income tax laws, Minimum Alternate Tax (MAT) has been extended to income in respect of which deduction is claimed under Section 10A, 10B and 10AA of the Income Tax Act, 1961; consequently, the Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company was required to pay MAT and accordingly, a deferred tax asset of Rs. 1,844 has been recognized in the statement of financial position as of March 31, 2014 and 2015, which can be carried forward for a period of ten years from the year of recognition.

167

A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from undertakings situated in Software Technology, Hardware Technology Parks and Export Oriented units. Under the tax holiday, the taxpayer can utilize an exemption from income taxes for a period of any ten consecutive years. The tax holidays on all facilities under Software Technology, Hardware Technology Parks and Export oriented units has expired on March 31, 2011. Additionally, under the Special Economic Zone Act, 2005 scheme, units in designated special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. The tax holiday period being currently available to the Company expires in various years through fiscal 2028. The expiration period of tax holiday for each unit within a SEZ is determined based on the number of years that have lapsed following year of commencement of production by that unit. The impact of tax holidays has resulted in a decrease of current tax expense from continuing operations of Rs. 9,244, Rs. 11,043 and Rs. 11,412 for the years ended March 31, 2013, 2014 and 2015 respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2013, 2014 and 2015 was Rs. 3.77, Rs. 4.50 and Rs. 4.65 respectively.

Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on cumulative earnings of subsidiaries amounting to Rs. 28,959 and Rs. 21,954 as of March 31, 2014 and 2015, respectively has not been recognized. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings.

The Company is subject to U.S. tax on income attributable to its permanent establishment in the United States due to operation of the U.S. branch. In addition, the Company is subject to a 15% branch profit tax in the United States on the “dividend equivalent amount” as that term is defined under U.S. tax law. The Company has not triggered the branch profit tax until year ended March 31, 2015. The Company intends to maintain the current level of net assets in the United States commensurate with its operation and consistent with its business plan. The Company does not intend to repatriate out of the United States any portion of its current profits. Accordingly, the Company did not record current and deferred tax provision for branch profit tax.

20. Dividends

The Company declares and pays dividends in Indian rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves.

The cash dividends paid per equity share were Rs. 6, Rs. 8 and Rs. 10 during the years ended March 31, 2013, 2014 and 2015, respectively, including an interim dividend of Rs. 2, Rs. 3 and Rs. 5 for the years ended March 31, 2013, 2014 and 2015.

The Board of Directors in their meeting on April 21, 2015 proposed a final dividend of Rs. 7 (U.S.$ 0.11) per equity share and ADS. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting of the shareholders, and if approved, would result in a cash outflow of approximately Rs. 20,739, including corporate dividend tax thereon. The proposed dividend has not been included as a liability in these consolidated financial statements.

168

21. Additional capital disclosures

The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.

The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The Company has distributed an interim dividend of Rs. 5 per equity share during the year ended March 31, 2015. The Board of Directors in their meeting on April 21, 2015 proposed a final dividend of Rs. 7 (U.S.$ 0.11) per equity share and ADS. The proposal is subject to the approval of shareholders. The amount of future dividends will be balanced with efforts to continue to maintain an adequate liquidity status.

The capital structure as of March 31, 2014 and 2015 was as follows:

	As at March 31,				% Change
	2014		2015
Total equity attributable to the equity shareholders of the Company	Rs.	343,499	Rs.	407,982		18.77	%
As percentage of total capital		87%		84%
Current loans and borrowings		40,683		66,206
Non-current loans and borrowings		10,909		12,707
Total loans and borrowings		51,592		78,913		52.96	%
As percentage of total capital		13%		16%
Total capital (loans and borrowings and equity)	Rs.	395,091	Rs.	486,895		23.24	%

The Company is predominantly equity-financed. This is also evident from the fact that loans and borrowings represented only 13% and 16% of total capital as of March 31, 2014 and 2015, respectively. Further, the Company has consistently been a net cash company with cash and bank balance along with available for sale investments being in excess of debt. The company is not subject to any externally imposed capital requirements.

22. Revenues (continuing operations)

	Year ended March 31,
	2013		2014		2015
Rendering of services	Rs.	335,286	Rs.	395,838	Rs.	435,507
Sale of products		38,970		38,431		34,038
Total revenues	Rs.	374,256	Rs.	434,269	Rs.	469,545

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23. Expenses by nature (continuing operations)

	Year ended March 31,
	2013		2014		2015
Employee compensation	Rs.	179,627	Rs.	206,568	Rs.	224,838
Raw materials, finished goods, process stocks and stores and spares consumed		31,148		30,686		27,604
Sub-contracting/technical fees/third party application		36,186		43,568		52,247
Travel		14,652		18,519		21,684
Depreciation and amortization		9,913		11,106		12,823
Repairs		9,576		11,181		11,644
Advertisement		1,423		1,417		1,598
Communication		5,023		5,356		5,204
Rent		4,177		4,583		4,727
Power and fuel		2,705		2,901		2,916
Legal and professional fees		2,024		2,558		3,682
Rates, taxes and insurance		2,053		2,221		2,240
Provision for doubtful debt		1,176		1,294		922
Miscellaneous expenses		7,227		6,316		5,630
Total cost of revenues, selling and marketing expenses and general and administrative expenses	Rs.	306,910	Rs.	348,274	Rs.	377,759

24. Finance expense (continuing operations)

	Year ended March 31,
	2013		2014		2015
Interest expense	Rs.	863	Rs.	868	Rs.	768
Exchange fluctuation on foreign currency borrowings, net		1,830		2,023		2,831
Total	Rs.	2,693	Rs.	2,891	Rs.	3,599

25. Finance and other income (continuing operations)

	Year ended March 31,
	2013		2014		2015
Interest income	Rs.	8,427	Rs.	12,491	Rs.	15,687
Dividend income		639		354		224
Gain on sale of investments		2,251		1,697		3,948
Total	Rs.	11,317	Rs.	14,542	Rs.	19,859

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26. Earnings per equity share

A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:

Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period, excluding equity shares purchased by the Company and held as treasury shares. Equity shares held by controlled Wipro Equity Reward Trust (“WERT”) and Wipro Inc Benefit Trust (“WIBT”) have been reduced from the equity shares outstanding for computing basic and diluted earnings per share. During the year ended March 31, 2015, WIBT sold 1.8 million shares of Wipro Limited. Earnings per share and number of shares outstanding for the year ended March 31, 2013, has been adjusted for the grant of 1 employee stock option for every 8.25 employee stock options held by each eligible employee in terms of the demerger scheme as on the Record Date.

	Year ended March 31,
	2013		2014		2015
Profit attributable to equity holders of the Company	Rs.	66,359	Rs.	77,967	Rs.	86,528
Profit from continuing operations attributable to equity holders of the Company	Rs.	61,362	Rs.	77,967	Rs.	86,528
Weighted average number of equity shares outstanding		2,453,218,759		2,454,745,434		2,454,681,650
Basic earnings per share	Rs.	27.05	Rs.	31.76	Rs.	35.25
Basic earnings per share from continuing operations	Rs.	25.01	Rs.	31.76	Rs.	35.25

Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the period for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.

The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s shares during the period). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

	Year ended March 31,
	2013		2014		2015
Profit attributable to equity holders of the Company	Rs.	66,359	Rs.	77,967	Rs.	86,528
Profit from continuing operations attributable to equity holders of the Company	Rs.	61,362	Rs.	77,967	Rs.	86,528
Weighted average number of equity shares outstanding		2,453,218,759		2,454,745,434		2,454,681,650
Effect of dilutive equivalent share options		5,965,562		7,881,305		7,897,511
Weighted average number of equity shares for diluted earnings per share		2,459,184,321		2,462,626,739		2,462,579,161
Diluted earnings per share	Rs.	26.98	Rs.	31.66	Rs.	35.13
Diluted earnings per share from continuing operations	Rs.	24.95	Rs.	31.66	Rs.	35.13

27. Employee stock incentive plans

The stock compensation expense recognized for employee services received during the year ended March 31, 2013, 2014 and 2015 were Rs. 510, Rs. 513 and Rs. 1,138 respectively for continuing operations.

Wipro Equity Reward Trust (“WERT”)

In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, the WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to the WERT certain officers and key employees, to whom the WERT grants shares from its holdings at nominal price. Such shares are then held by the employees subject to vesting conditions. The shares held by the WERT are reported as a reduction in stockholders’ equity.

171

The movement in the shares held by the WERT is given below:

	Year ended March 31,
	2013		2014		2015
Shares held at the beginning of the period		13,269,600		14,829,824		14,829,824
Adjustment pursuant to demerger		1,560,224		—		—
Shares held at the end of the period		14,829,824		14,829,824		14,829,824

Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans

A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows:

Name of Plan	Authorized Shares(1)		Range of Exercise Prices
Wipro Employee Stock Option Plan 1999 (1999 Plan)		50,000,000	Rs.	171 – 490
Wipro Employee Stock Option Plan 2000 (2000 Plan)		250,000,000	Rs.	171 – 490
Stock Option Plan (2000 ADS Plan)		15,000,000	US$	3 – 7
Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)		20,000,000	Rs.	2
Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)		20,000,000	US$	0.04
Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)		20,000,000	Rs.	2
Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)		16,666,667	Rs.	2

Employees covered under the stock option plans and restricted stock unit option plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirement of vesting conditions (generally service conditions). These options generally vests in tranches over a period of 3 to 5 years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum contractual term for these stock option plans is ten years.

172

The activity in these stock option plans is summarized below:

			Year ended March 31,
			2013					2014					2015
	Range of Exercise Prices		Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Outstanding at the beginning of the year	Rs.	480 – 489		30,000		Rs.	480.20		33,636		Rs.	480.20		33,636		Rs.	480.20
	Rs.	2		10,607,038		Rs.	2		11,502,173		Rs.	2		8,007,354		Rs.	2.00
	US$	0.04		2,173,692		US$	0.04		2,727,802		US$	0.04		2,096,492		US$	0.04
Granted	Rs.	480 – 489		—		Rs.	—		—		Rs.	—		—		Rs.	—
	Rs.	2		3,573,150		Rs.	2		5,000		Rs.	2		2,480,000		Rs.	2.00
	US$	0.04		1,352,000		US$	—		25,000		US$	0.04		1,689,500		US$	0.04
Exercised	Rs.	480 – 489		—		Rs.	—		—		Rs.	—		(13,455	)	Rs.	—
	Rs.	2		(3,265,830	)	Rs.	2		(2,944,779	)	Rs.	2		(1,968,609	)	Rs.	2.00
	US$	0.04		(912,672	)	US$	0.04		(437,764	)	US$	0.04		(743,701	)	US$	0.04
Forfeited and expired	Rs.	480 – 489		—		Rs.	—		—		Rs.	—		—		Rs.	—
	Rs.	2		(655,662	)	Rs.	2		(555,040	)	Rs.	2		(2,186,526	)	Rs.	2.00
	US$	0.04		(180,116	)	US$	0.04		(218,546	)	US$	0.04		(465,647	)	US$	0.04
Effect of demerger(1)	Rs.	480 – 489		3,636		Rs.	480.20		—		Rs.	—		—		Rs.	—
	Rs.	2		1,243,478		Rs.	2		—		Rs.	—		—		Rs.	—
	US$	0.04		294,897		US$	0.04		—		US$	—		—		US$	—
Outstanding at the end of the year	Rs.	480 – 489		33,636		Rs.	480.20		33,636		Rs.	480.20		20,181		Rs.	480.20
	Rs.	2		11,502,173		Rs.	2		8,007,354		Rs.	2		6,332,219		Rs.	2.00
	US$	0.04		2,727,802		US$	0.04		2,096,492		US$	0.04		2,576,644		US$	0.04
Exercisable at the end of the year	Rs.	480 – 489		—		Rs.	480.20		13,455		Rs.	480.20		—		Rs.	480.20
	Rs.	2		7,111,160		Rs.	2		5,518,608		Rs.	2		1,389,772		Rs.	2
	US$	0.04		541,959		US$	0.04		347,562		US$	0.04		180,683		US$	0.04

⁽¹⁾  An adjustment of one employee stock option for every 8.25 employee stock option held has been made, as of the Record Date of the Demerger, for each eligible employee pursuant to the terms of the Scheme.

The following table summarizes information about outstanding stock options:

	As at March 31,
	2013						2014						2015
Range of Exercise price	Numbers		Weighted Average Remaining Life (Months)		Weighted Average Exercise Price		Numbers		Weighted Average Remaining Life (Months)		Weighted Average Exercise Price		Numbers		Weighted Average Remaining Life (Months)		Weighted Average Exercise Price
Rs. 480 – 489		33,636		48	Rs.	480.20		33,636		36	Rs.	480.20		20,181		24	Rs.	480.20
Rs. 2		11,502,173		37	Rs.	2		8,007,354		36	Rs.	2		6,332,219		25	Rs.	2.00
US$ 0.04		2,727,802		50	US$	0.04		2,096,492		44	US$	0.04		2,576,644		31	US$	0.04

173

The weighted-average grant-date fair value of options granted during the year ended March 31, 2013, 2014 and 2015 was Rs. 406.26, Rs. 676.73 and Rs. 658.12 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2013, 2014 and 2015 was Rs. 384.52, Rs. 462.60 and Rs. 603.58 for each option, respectively.

28. Employee benefits (continuing operations)

a) Employee costs include:

	Year ended March 31,
	2013		2014		2015
Salaries and bonus	Rs.	175,172	Rs.	201,815	Rs.	218,985
Employee benefit plans
Gratuity		562		559		688
Contribution to provident and other funds		3,383		3,681		4,027
Share based compensation		510		513		1,138
	Rs.	179,627	Rs.	206,568	Rs.	224,838

The employee benefit cost is recognized in the following line items in the statement of income:

	Year ended March 31,
	2013		2014		2015
Cost of revenues	Rs.	150,864	Rs.	173,651	Rs.	189,959
Selling and marketing expenses		17,308		21,412		21,851
General and administrative expenses		11,455		11,505		13,028
	Rs.	179,627	Rs.	206,568	Rs.	224,838

Defined benefit plan actuarial gains/ (losses) recognized in other comprehensive income include:

	Year ended March 31,			Year ended March 31,
	2014			2015
Re-measurement of net defined benefit liability/(asset)
Return on plan assets excluding interest income		(24	)		(96	)
Actuarial loss/ (gain) arising from financial assumptions		283			216
Actuarial loss/ (gain) arising from demographic assumptions		(3	)		(39	)
Actuarial loss/ (gain) arising from experience adjustments		(25	)		2
		231			83

174

The Company has adopted IAS 19R with effect from April 1, 2013. Comparative information has not been restated for the changes as the effect of the change in accounting policy is inconsequential.

b) Defined benefit plans – Gratuity:

Amount recognized in the statement of income in respect of gratuity cost (defined benefit plan) for the continuing operations is as follows:

	Year ended March 31,
	2013			2014			2015
Current service cost	Rs.	457		Rs.	578		Rs.	665
Net interest on net defined benefit liability/(asset)*		NA			(19	)		23
Interest on obligation*		237			NA			NA
Expected return on plan assets		(208	)		—			—
Actuarial losses/(gains) recognized		86			—			—
Past service cost		(11	)		—			—
Net gratuity cost/(benefit)	Rs.	561		Rs.	559		Rs.	688
Actual return on plan assets	Rs.	249		Rs.	263		Rs.	365

* as per IAS 19R

Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans.

The principal assumptions used for the purpose of actuarial valuation are as follows:

	As at March 31,
	2013			2014			2015
Discount rate		7.80	%		8.90	%		7.95	%
Expected return on plan assets		8.00	%		8.50	%		7.95	%
Expected rate of salary increase		5.00	%		8.00	%		8.00	%

The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company.

175

Change in present value of defined benefit obligation is summarized below:

	As at March 31,
	2011			2012			2013			2014			2015
Defined benefit obligation at the beginning of the year	Rs.	2,060		Rs.	2,476		Rs.	2,845		Rs.	3,115		Rs.	3,690
Acquisitions		—			25			—			—			—
Current service cost		386			435			471			578			665
Past service cost		254			(16	)		—			—			—
Interest on obligation		161			211			249			221			296
Benefits paid		(230	)		(352	)		(397	)		(479	)		(462	)
Actuarial losses/(gains)*		(155	)		66			142			NA			NA
Remeasurement loss/(gains)*
Actuarial loss/(gain) arising from financial assumptions		NA			NA			NA			283			216
Actuarial loss/(gain) arising from demographic assumptions		NA			NA			NA			(3	)		(39	)
Actuarial loss/(gain) arising from experience assumptions		NA			NA			NA			(25	)		2
Effect of demerger of diversified business		—			—			(195	)		—			—
Defined benefit obligation at the end of the year	Rs.	2,476		Rs.	2,845		Rs.	3,115		Rs.	3,690		Rs.	4,368

Change in plan assets is summarized below:

	As at March 31,
	2011			2012			2013			2014			2015
Fair value of plan assets at the beginning of the year	Rs.	1,967		Rs.	2,387		Rs.	2,866		Rs.	3096		Rs.	3,357
Acquisitions		—			1			—			—			—
Expected return on plan assets		164			184			216			240			273
Employer contributions		473			586			507			475			1,065
Benefits paid		(230	)		(344	)		(397	)		(478	)		(462	)
Actuarial gains/(losses)*		13			52			50			NA			NA
Remeasurement loss/(gains)*
Return on plan assets excluding interest income		NA			NA			NA			24			96
Effect of demerger of diversified business		—			—			(146	)		—			—
Fair value of plan assets at the end of the year	Rs.	2,387		Rs.	2,866		Rs.	3,096		Rs.	3,357		Rs.	4,329
Present value of unfunded obligation	Rs.	(89	)	Rs.	21		Rs.	(19	)	Rs.	(333	)	Rs.	(39	)
Recognized asset/(liability)	Rs.	(89	)	Rs.	21		Rs.	(19	)	Rs.	(333	)	Rs.	(39	)

* as per revised IAS 19

As at March 31, 2013, 2014 and 2015, plan assets were primarily invested in insurer managed funds

The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations.

176

The expected future contribution and estimated future benefit payments from the fund are as follows:

Expected contribution to the fund during the year ending March 31, 2016	Rs.	784
Estimated benefit payments from the fund for the year ending March 31:
2016	Rs.	846
2017		874
2018		914
2019		929
2020		986
Thereafter		4,143
Total	Rs.	8,692

The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2015.

Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage.

As of March 31, 2015, every 0.5 percentage point increase/ decrease in discount rate will affect the gratuity benefit obligation by approximately Rs. 130.

As of March 31, 2015 every 0.5 percentage point increase/ decrease in expected rate of salary increase will affect the gratuity benefit obligation by approximately Rs. 112.

c) Provident fund:

Up to year ended March 31, 2011, in the absence of guidance from the Actuarial Society of India, actuarial valuation could not have been applied to reliably measure the provident fund liabilities. During the year ended March 31, 2012, the Actuarial Society of India issued the guidance for measurement of provident fund liabilities.

The details of fund and plan assets are given below:

	As at March 31,
	2011			2012		2013		2014		2015
Fair value of plan assets	Rs.	15,309		Rs.	17,932	Rs.	21,004	Rs.	24,632	Rs.	28,445
Present value of defined benefit obligation		15,412			17,668		21,004		24,632		28,445
Net (shortfall)/excess	Rs.	(103	)	Rs.	264	Rs.	—	Rs.	—	Rs.	—

The plan assets have been primarily invested in government securities and corporate bonds.

The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows:

	As at March 31,
	2011		2012		2013		2014		2015
Discount rate for the term of the obligation		7.95%		8.35%		7.80%		8.90%		7.95%
Average remaining tenure of investment portfolio		7 years		6 years		6 years		6 years		6 years
Guaranteed rate of return		9.5%		8.25%		8.50%		8.75%		8.75%

177

29. Related party relationships and transactions

List of subsidiaries as of March 31, 2015 are provided in the table below.

Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
Wipro LLC (formerly Wipro Inc).			USA
	Wipro Gallagher Solutions Inc	Opus Capital Markets Consultants LLC	USA
	Infocrossing Inc.		USA
	Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC]		USA
	Wipro Insurance Solutions LLC		USA
Wipro Japan KK			Japan
Wipro Shanghai Limited			China
Wipro Trademarks Holding Limited			India
Wipro Travel Services Limited			India
Wipro Holdings (Mauritius) Limited			Mauritius
	Wipro Holdings UK Limited		U.K.
		Wipro information Technology Austria GmbH (Formerly Wipro Holding Austria GmbH)(A)	Austria
		3D Networks (UK) Limited Wipro Europe Limited(A) Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd)	U.K U.K U.K
Wipro Cyprus Private Limited			Cyprus
	Wipro Doha LLC#		Qatar
	Wipro Technologies S.A DE C. V		Mexico
	Wipro BPO Philippines LTD. Inc		Philippines
	Wipro Holdings Hungary Korlátolt Felelősségű Társaság		Hungary
	Wipro Technologies Argentina SA		Argentina
	Wipro Information Technology Egypt SAE		Egypt
	Wipro Arabia Limited*		Saudi Arabia
	Wipro Poland Sp Zoo		Poland
	Wipro IT Services Poland Sp. z o. o Wipro Promax Analytics Solutions Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro corporate technologies Ghana Limited		Poland Australia Ghana
	Wipro Technologies South Africa (Proprietary) Limited		South Africa

178

Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
		Wipro Technologies Nigeria Limited	Nigeria
	Wipro Information Technology Netherlands BV		Netherland
		Wipro Portugal S.A.(A)	Portugal
		Wipro Technologies Limited, Russia	Russia
		Wipro Technology Chile SPA	Chile
		Wipro Technologies Canada Limited(A)	Canada
		Wipro Information Technology Kazakhstan LLP	Kazakhstan
		Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limitied Wipro IT Services Ukraine LLC Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C	Costa Rica Ireland Ukraine Norway Venezuela Peru
	Wipro Technologies SRL		Romania
	PT WT Indonesia		Indonesia
	Wipro Australia Pty Limited		Australia
		Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)(A)	Australia
	Wipro (Thailand) Co Limited		Thailand
	Wipro Bahrain Limited WLL		Bahrain
	Wipro Gulf LLC Wipro Technologies Spain S.L.		Sultanate of Oman Spain
Wipro Networks Pte Limited (formerly 3D Networks Pte Limited)			Singapore
	Wipro Technologies SDN BHD		Malaysia
Wipro Chengdu Limited			China
Wipro Airport IT Services Limited*			India

* All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited

# 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with the Company.

The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD’ incorporated in South Africa.

179

^(A)  Step Subsidiary details of Wipro Information Technogoty Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A, Wipro Promax Holdings Pty Ltd and Wipro Technologies Canada Limited are as follows:

Subsidiaries	Subsidiaries	Country of Incorporation
Wipro Information Technogoty Austria GmbH (formerly Wipro Holding Austria GmbH)		Austria
	Wipro Technologies Austria GmbH	Austria
	New Logic Technologies SARL	France
Wipro Europe Limited (formerly SAIC Europe Limited)		U.K
	Wipro UK Limited	U.K.
	Wipro Europe SARL	France
Wipro Portugal S.A.		Portugal
	SAS Wipro France	France
	Wipro Retail UK Limited	U.K.
	Wipro do Brasil Technologia Ltda	Brazil
	Wipro Technologies Gmbh Wipro Do Brasil Sistemetas De Informatica Ltd	Germany Brazil
Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)		Australia
	Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd)	Australia
Wipro Technologies Canada Limited		Canada
	Wipro Solutions Canada Limited (formerly ATCO I-Tek Inc.)	Canada

The list of controlled trusts are:

Name of entity	Nature		Country of Incorporation
Wipro Equity Reward Trust		Trust		India
Wipro Inc Benefit Trust*		Trust		India

* Pursuant to the announcement issued as part of the press release on October 22, 2014, Wipro Inc. Benefit Trust sold 1.8 million shares of Wipro Limited and the same is reflected in the consolidated financial statements for the year ended March 31, 2015.

180

The other related parties are:

Name of entity	Nature	% of holding			Country of Incorporation
Wipro GE Healthcare Private Limited	Associate (Up to March 31, 2013)		49	%		India
Wipro Kawasaki Precision Components Pvt Ltd	Associate (Up to March 31, 2013)		26	%		India

The other related parties are:

Name of other related parties	Nature
Azim Premji Foundation	Entity controlled by Director
Azim Premji Trust	Entity controlled by Director
Hasham Traders (partnership firm)	Entity controlled by Director
Prazim Traders (partnership firm)	Entity controlled by Director
Zash Traders (partnership firm)	Entity controlled by Director
Regal Investment & Trading Company Private Limited	Entity controlled by Director
Vidya Investment & Trading Company Private Limited	Entity controlled by Director
Napean Trading & Investment Company Private Limited	Entity controlled by Director
Wipro Enterprises Limited	Entity controlled by Director
Wipro Enterprises Cyprus Limited	Entity controlled by Director
Wipro Singapore Pte Limited	Entity controlled by Director
Wipro Unza Holdings Limited	Entity controlled by Director
Wipro Infrastructure Engineering AB	Entity controlled by Director
Yardley of London Limited	Entity controlled by Director
Wipro Enterprises Netherlands BV	Entity controlled by Director
Key management personnel
- Azim Premji	Chairman and Managing Director
- Suresh C. Senapaty	Chief Financial Officer and Executive Director(1)
- T K Kurien	Chief Executive Officer and Executive Director
- Dr. Ashok Ganguly	Non-Executive Director
- Narayanan Vaghul	Non-Executive Director
- Dr. Jagdish N Sheth	Non-Executive Director
- B. C. Prabhakar	Non-Executive Director(2)
- William Arthur Owens	Non-Executive Director
- Dr. Henning Kagermann	Non-Executive Director(3)
- Shyam Saran	Non-Executive Director(2)
- M.K. Sharma	Non-Executive Director
- Vyomesh Joshi	Non-Executive Director(6)
- Ireena Vittal	Non-Executive Director(7)
- Rishad Azim Premji	Chief Strategy Officer and Executive Director(4)
- Jatin Pravinchandra Dalal	Chief Financial Officer(5)

⁽¹⁾  Up to March 31, 2015

⁽²⁾  Up to July 23, 2014.

⁽³⁾  Up to June 30, 2014.

⁽⁴⁾  Effective May 1, 2015

⁽⁵⁾  Effective April 1, 2015

⁽⁶⁾  Effective October 1, 2012

⁽⁷⁾  Effective October 1, 2013

181

The Company has the following related party transactions:

Transaction/ Balances	Associate						Entities controlled by Directors						Key Management Personnel
	2013		2014		2015		2013		2014		2015		2013			2014			2015
Sale of goods and services	Rs.	—		—		—	Rs.	2	Rs.	186	Rs.	154	Rs.	—			—			—
Purchase of assets		—		—		—		—		66		207		—			—			—
Interest expense		—		—		—		—		40		—		—			—			—
Interest income		—		—		—		—		18		—		—			—			—
Rental income		—		—		—		—		39		55		—			—			—
Rent paid		—		—		—		—		—		63		—			—			4
Dividend		—		—		—		10,995		13,733		17,166		573	##		765	##		958	##
Others		—		—		—		—		3		2		8			3			3
Key management personnel#
Remuneration and short-term benefits		—		—		—		—		—		—		152			221			174
Other benefits		—		—		—		—		—		—		30			32			56
Remuneration to relative of key management personnel		—		—		—		—		—		—		8			11			17
Balances as on March 31,
Receivables		—		—		—		1,111		617		193		—			—			—
Payables		—		—		—		4,548		1,000		340		60			109			66

^#  Post employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined for the Company as a whole.

^##  Including relative of key management personnel.

30. Commitments and contingencies

Operating leases: The Company has taken office, residential facilities and IT equipment under cancellable and non-cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extend up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements have price escalation clause. Rental payments under such leases were Rs. 4,177, Rs. 4,583 and Rs. 4,727 for the year ended March 31, 2013, 2014 and 2015, respectively in respect of continuing operations.

182

Details of contractual payments under non-cancelable leases are given below:

	As at March 31,
	2014		2015
Not later than one year	Rs.	2,584	Rs.	3,351
Later than one year but not later than five years		5,413		6,385
Later than five years		2,881		2,206
	Rs.	10,878	Rs.	11,942

Capital commitments: As at March 31, 2014 and 2015, the Company had committed to spend approximately Rs. 778 and Rs. 1,262 respectively, under agreements to purchase property and equipment. These amounts are net of capital advances paid in respect of these purchases.

Guarantees: As at March 31, 2014 and 2015, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately Rs. 22,864 and Rs. 21,234 respectively, as part of the bank line of credit.

Contingencies and lawsuits: In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2010 and the aggregate demand is Rs. 46,515 (including interest of Rs. 13,673). The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income tax authorities before the Honorable High Court. The Honorable High Court has heard and disposed-off the appeals up to years ended March 31, 2004. Order of the Honorable High Court is not yet received.

On similar issues for years prior to years ended March 2001, the Honorable High Court in Karnataka has upheld the claim of the Company under section 10A of the Act. For the years ended March 31, 2008 and March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (Tribunal). For year ended March 31, 2010, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the Tribunal.

For year ended March 2011, the Company received the draft assessment order in March 2015, on similar grounds as that of earlier years, with a demand of Rs. 7,852 (including interest of Rs. 2,547) for the year ended March 31, 2011.

Considering the facts and nature of disallowance and the order of the appellate authority/ Honorable Karnataka High Court upholding the claims of the Company for earlier years, the Company believes that the final outcome of the above disputes should be in favor of the Company and there should not be any material adverse impact on the financial statements.

The Company is subject to legal proceedings and claims which have arisen in the ordinary course of its business. The resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.

The Contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounts to Rs. 2,560 and Rs. 2,338 as of March 31, 2015 and 2014, respectively.

183

31. Segment Information

Following the demerger of the Diversified Business (the “Demerger”), the Company is organized by the following operating segments: IT Services and IT Products.

IT Services: The IT Services segment primarily consists of IT Service offerings to customers organized by industry verticals as follows: Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing and High-Tech (MFG), Global Media and Telecom (GMT). For the year ended March 31, 2015, it also includes Others which comprises dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income. Key service offering to customers includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, consulting, infrastructure outsourcing services and business process services.

Following the Demerger, to align with industry trends, the Company has reported IT Services revenue and results by industry verticals beginning with the year ended March 31, 2014. The IT Services segment information for the comparative period (year ended March 31, 2013) by industry class of customers is not restated to reflect the above change since the meaningful segregation of the data is impracticable. However, as required under IFRS 8, the Company has presented segment information for the years ended March 31, 2014 and 2015 on both the old basis and new basis of segmentation.

IT Products: The IT Products segment sells a range of Wipro personal desktop computers, Wipro servers and Wipro notebooks. The Company is also a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. During FY 2013-14, the Company ceased the manufacturing of ‘Wipro branded desktops, laptops and servers’. Revenue relating to the above items is reported as revenue from the sale of IT Products.

The Chairman of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by IFRS 8, “Operating Segments.” The Chairman of the Company evaluates the segments based on their revenue growth and operating income.

Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

Information on operating segment on the new basis of segmentation for the year ended March 31, 2015 is as follows:

	IT Services																	IT Products		Reconciling Items			Entity total
	BFSI		HLS		RCTG		ENU		MFG		GMT		Others		Total
Revenue		115,505		49,884		62,209		71,229		80,303		61,050		—		440,180			34,006		(1,004	)		473,182
Segment Result		27,378		10,565		13,190		17,561		17,127		13,574		583		99,978			374		(2,600	)		97,752
Unallocated																(2,329	)		—		—			(2,329	)
Segment Result Total																97,649			374		(2,600	)		95,423
Finance expense																								(3,599	)
Finance and other income																								19,859
Profit before tax																								111,683
Income tax expense																								(24,624	)
Profit for the period																								87,059
Depreciation and amortization																								12,823

184

Information on operating segment on the new basis of segmentation for the year ended March 31, 2014 is as follows:

	IT Services																	IT Products		Reconciling Items			Entity total
	BFSI		HLS		RCTG		ENU		MFG		GMT		Others		Total
Revenue		106,035		41,130		58,893		63,923		74,423		55,105		—		399,509			38,785		(666	)		437,628
Segment Result		24,153		7,637		13,012		17,418		17,348		11,569		—		91,137			310		(1,289	)		90,158
Unallocated																(804	)		—		—			(804	)
Segment Result Total																90,333			310		(1,289	)		89,354
Finance expense																								(2,891	)
Finance and other income																								14,542
Profit before tax																								101,005
Income tax expense																								(22,600	)
Profit for the period																								78,405
Depreciation and amortization																								11,106

185

Information on operating segments on the old basis of segmentation is as follows:

	Year ended March 31, 2013
	IT Services and Products									Consumer Care and Lighting (Discontinued)			Others (Discontinued)			Reconciling Items			Entity Total
	IT Services			IT Products			Total
Revenues		338,431			39,238			377,669			40,594			14,785			560			433,608
Cost of revenues		(225,493	)		(35,362	)		(260,855	)		(22,232	)		(13,460	)		(1,177	)		(297,724	)
Selling and marketing expenses		(22,335	)		(1,458	)		(23,793	)		(11,851	)		(537	)		(452	)		(36,633	)
General and administrative expenses		(20,670	)		(1,428	)		(22,098	)		(1,499	)		(498	)		(10	)		(24,105	)
Operating income of segment		69,933			990			70,923			5,012			290			(1,079	)		75,146
Finance expense																				(2,822	)
Finance and other income																				12,828
Share of profits of equity accounted investees																				(107	)
Profit before tax																				85,045
Income tax expense																				(18,349	)
Profit for the year																				66,696
Depreciation and amortization expense								9,426			471			428			510			10,835
Total assets								235,852			—			—			203,878			439,730
Total liabilities								77,595			—			—			77,152			154,747
Opening capital employed								152,757			22,669			11,875			157,820			345,121
Closing capital employed								161,456			24,198			10,774			218,438			414,866
Average capital employed								157,107			23,434			11,325			188,128			379,993
Return on capital employed								45	%		21	%		3	%					20	%
Additions to:
Goodwill								1,615			54			—			—			1,669
Intangible assets								619			541			—			—			1,160
Property, plant and equipment								6,324			647			701			14			7,686

186

	Year ended March 31, 2014
	IT Services and Products									Consumer Care and Lighting (Discontinued)		Others (Discontinued)		Reconciling Items			Entity Total*
	IT Services			IT Products*			Total
Revenues		399,509			38,785			438,294			—		—		(666	)		437,628
Cost of revenues		(259,807	)		(35,659	)		(295,466	)		—		—		(22	)		(295,488	)
Selling and marketing expenses		(27,338	)		(1,335	)		(28,673	)		—		—		(575	)		(29,248	)
General and administrative expenses		(22,031	)		(1,481	)		(23,512	)		—		—		(26	)		(23,538	)
Operating income of segment		90,333			310			90,643			—		—		(1,289	)		89,354
Finance expense																		(2,891	)
Finance and other income																		14,542
Share of profits of equity accounted investees																		—
Profit before tax																		101,005
Income tax expense																		(22,600	)
Profit for the year																		78,405
Depreciation and amortization expense								10,590			—		—		516			11,106
Total assets								306,970			—		—		195,334			502,304
Total liabilities								104,216			—		—		53,202			157,418
Opening capital employed#								161,456			—		—		187,343			348,799
Closing capital employed								209,777			—		—		186,703			396,479
Average capital employed								185,617			—		—		187,022			372,639
Return on capital employed								49	%		—		—					24	%
Additions to:
Goodwill								3,095			—		—		—			3,095
Intangible assets								577			—		—		—			577
Property, plant and equipment								12,337			—		—		10			12,347

* Refer note below for cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’.

# Opening capital employed is represented net off adjustment of capital employed relating to diversified business.

Note:

The operating income of IT Products segment and the Company for the year ended March 31, 2014, includes non-recurring expense of Rs. 209, respectively, incurred due to cessation of manufacturing of ‘Wipro branded desktops, laptops and servers’. Operating income of the IT Products segment and the Company excluding the above non-recurring expense is Rs. 519 and Rs. 89,563 for the year ended March 31, 2014, respectively and profit after tax of the Company excluding the above non-recurring expense is Rs. 78,567 for the year ended March 31, 2014.

187

	Year ended March 31, 2015
	IT Services and Products									Consumer Care and Lighting (Discontinued)		Others (Discontinued)		Reconciling Items			Entity Total
	IT Services			IT Products			Total
Revenues		440,180			34,006			474,186			—		—		(1,004	)		473,182
Others		583			—			583			—		—		(583	)		—
Cost of revenues		(290,056	)		(31,233	)		(321,289	)		—		—		5			(321,284	)
Selling and marketing expenses		(28,060	)		(1,280	)		(29,340	)		—		—		(1,285	)		(30,625	)
General and administrative expenses		(24,998	)		(1,119	)		(26,117	)		—		—		267			(25,850	)
Operating income of segment		97,649			374			98,023			—		—		(2,600	)		95,423
Finance expense																		(3,599	)
Finance and other income																		19,859
Share of profits of equity accounted investees																		—
Profit before tax																		111,683
Income tax expense																		(24,624	)
Profit for the year																		87,059
Depreciation and amortization expense								11,570			—		—		1,253			12,823
Total assets								333,467			—		—		266,566			600,033
Total liabilities								133,102			—		—		57,303			190,405
Opening capital employed								209,777			—		—		186,703			396,480
Closing capital employed								220,527			—		—		268,011			488,538
Average capital employed								215,152			—		—		227,357			442,509
Return on capital employed								46	%		—		—					22	%
Additions to:
Goodwill								3,558			—		—		—			3,558
Intangible assets								8,228			—		—		—			8,228
Property, plant and equipment								14,408			—		—		6			14,414

188

Reconciliation of the operating segment revenue and profit before tax:

	For the Year ended March 31, 2013
Revenues:
Revenue as per segment reporting	Rs.	433,608
Less: Foreign exchange (gains) / losses, net included in segment revenue		(2,654	)
Less: Revenues for discontinued operations (Note 4)		(56,706	)
Inter-group transactions		8
Revenues for continuing operations	Rs.	374,256
Profit before tax:
Profit before tax as per segment reporting	Rs.	85,045
Less: Profit before tax for discontinued operations		(6,449	)
Profit before tax for continuing operations	Rs.	78,596

Management believes that it is currently not practicable to provide disclosure of assets by segment, as they are not identified to any of the operating segments and meaningful segregation of the available information is onerous.

The Company has four geographic segments: India, Americas, Europe and Rest of the world. The Americas refer to North and South America. Revenues from the geographic segments based on domicile of the customer for continuing operations are as follows:

	Year ended March 31,
	2013		2014		2015
India	Rs.	48,472		46,235		45,814
Americas		172,461		200,343		227,328
Europe		99,639		120,868		124,523
Rest of the world		56,310		70,182		75,517
	Rs.	376,882	Rs.	437,628	Rs.	473,182

No client individually accounted for more than 10% of the revenues during the year ended March 31, 2013, 2014 and 2015.

189

Management believes that it is currently not practicable to provide disclosure of assets by geographical location, as meaningful segregation of the available information is onerous.

Notes:

a) “Reconciling items” includes elimination of inter-segment transactions, dividend income/ gains/ losses relating to strategic investments and other corporate activities.

b) Segment result represents operating profits of the segments and dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income.

c) Revenues include excise duty of Rs. 79 and Rs. 2 for the year ended March 31, 2014 and 2015, respectively. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items.

d) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues.

e) For the purpose of segment reporting, the Company has included the impact of “foreign exchange gains / (losses), net” in revenues (which is reported as a part of operating profit in the statement of income).

f) For evaluating performance of the individual operating segments, stock compensation expense is allocated on the basis of straight line amortization. The differential impact of accelerated amortization of stock compensation expense over stock compensation expense allocated to the individual operating segments is reported in reconciling items.

g) For evaluating the performance of the individual operating segments, amortization of customer and marketing related intangibles acquired through business combinations are reported in reconciling items.

h) The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms primarily relate to IT hardware, software and certain transformation services in outsourcing contracts. Corporate treasury provides internal financing to the business units offering multi-year payments terms. The finance income on deferred consideration earned under these contracts is included in the revenue of the respective segment and is eliminated under reconciling items.

i) Operating income of segments is after recognition of stock compensation expense arising from the grant of options:

Segments	Year ended March 31,
	2013			2014		2015
IT Services		Rs.762			Rs.478		Rs.1,247
IT Products		45			19		(10	)
Consumer Care and Lighting (Discontinued)		94			—		—
Others (Discontinued)		36			—		—
Reconciling items		(294	)		16		(99	)
Total		Rs.643			Rs.513		Rs.1,138

190

Item 19. Exhibits

Exhibit Number	Description
1.1	Certificate of Incorporation of Wipro Limited, as amended(1)
1.2	Memorandum and Articles of Association of Wipro Limited
2.1	Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt)(8)
2.2	Wipro’s specimen certificate for equity shares(1)
4.1	1999 Employee Stock Option Plan (1999 plan)(1)
4.2	2000 Employee Stock Option Plan (2000 plan)(1)
4.3	Wipro Equity Reward Trust(1)
4.4	2000 ADS Option Plan (2000 ADS Plan)(3)
4.5	Wipro Employee ADS Restricted Stock Unit Plan 2004 (WARSUP 2004 plan)(4)
4.6	Wipro Employee Restricted Stock Unit Plan 2004 (WRSUP 2004 plan)(5)
4.7	Form of Indemnification Agreement, as amended(3)
4.8	Form of Agreement for Appointment/Re-appointment of Executive Directors(5)
4.9	Sample Letter of appointment to Non Executive Directors(5)
4.10	Wipro Employee Restricted Stock Unit Plan 2005 (WRSUP 2005 plan)(6)
4.11	Wipro Employee Restricted Stock Unit Plan 2007 (WRSUP 2007 Plan)(7)
4.12	Amendment No. 1 to 1999 plan, 2000 plan, 2000 ADS plan, WRSUP 2004 Plan, WARSUP 2004 Plan and WRSUP 2005 Plan(7)
4.13	Amendment No. 2 to 1999 plan, 2000 plan, WRSUP 2004 Plan and WRSUP 2005 Plan(7)
4.14	Amendment No. 3 to WRSUP 2004 Plan and WRSUP 2005 Plan(7)
4.15	Amendment No. 2 to WARSUP 2004 Plan(7)
4.16	Amendment No. 3 to 2000 Plan(7)
8.1	List of Subsidiaries(9)
12.1	Certification of Principal Executive Officer under Section 302 of the Sarbanes Oxley Act of 2002
12.2	Certification of Principal Financial Officer under Section 302 of the Sarbanes Oxley Act of 2002
13.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
15.1	Consent of Independent Registered Public Accounting Firm
15.2	Wipro’s Ombuds process(2)

191

⁽¹⁾  Incorporated by reference to Exhibits filed with the Registrant’s Registration Statement on Form F-1 (File No. 333-46278) filed on September 21, 2010.

⁽²⁾ Incorporated by reference to Exhibits filed with the Registrant’s Annual Report on Form 20-F filed on June 9, 2003.

⁽³⁾ Incorporated by reference to Exhibits filed with the Registrant’s Annual Report on Form 20-F filed on May 17, 2004.

⁽⁴⁾ Incorporated by reference to Exhibits filed with the Registrant’s Registration Statement on Form S-8 filed on February 28, 2005.

⁽⁵⁾ Incorporated by reference to Exhibits filed with the Registrant’s Annual Report on Form 20-F filed on June 13, 2005.

⁽⁶⁾ Incorporated by reference to Exhibits filed with the Registrant’s Annual Report on Form 20-F filed on June 22, 2006.

⁽⁷⁾ Incorporated by reference to Exhibits filed with the Registrant’s Annual Report on Form 20-F filed on May 30, 2008.

⁽⁸⁾ Incorporated by reference to Exhibits filed with the Registrant’s Form F-6 filed on April 15, 2013.

⁽⁹⁾ Incorporated by reference to Item 4 of this Annual Report on Form 20-F.

192

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

For Wipro Limited

	/s/ Azim H. Premji	/s/ Jatin Pravinchandra Dalal
Date: May 26, 2015	Azim H. Premji,	Jatin Pravinchandra Dalal,
	Chairman and Managing Director	Chief Financial Officer

193

EX-1.2

Exhibit 1.2

Co.No.20800.
[, 1956 18(3)]
(Section 18(3) of Companies Act, 1956)
CERTIFICATE OF REGISTRATION OF THE ORDER OF COURT CONFIRMING TRANSFER OF THE REGISTERED OFFICE FROM ONE STATE TO ANOTHER
The WIPRO LIMITED having by special resolution altered the provisions of its Memorandum of Association with respect to the place of the registered office by changing it from the state of Maharashtra to the state of Karnataka and such alteration having been confirmed by an order of Company Law Board, Western Region Bench, bearing date the 9th May, 1996.
I hereby certify that a certified copy of the said order has this day been registered.
Given under my hand at Bangalore this Tenth day of July one thousand hundred and Ninety Six.
(V. Sreenivasa Rao).
Registrar of Companies
Karnataka : Bangalore.
J.S.C.-6

FRESH CERTIFICATE OF INCORPORATION
CONSEQUENT ON CHANGE OF NAME
No. 4713/GTA
IN THE OFFICE OF THE REGISTRAR OF COMPANIES
MAHARASHTRA, BOMBAY.
[Under the Companies Act, 1956 (1 of 1956)]
In the matter of *WIPRO PRODUCTS LIMITED.
I hereby certify that WIPRO PRODUCTS LIMITED, which was originally incorporated on TWENTY NINTH day of December 1945 under the +INDIAN COMPANIES ACT, 1913, and under the name WIPRO PRODUCTS LIMITED having duly passed the necessary resolution in terms of Section 21/22(I) (a) /22(I) (b) of Companies Act, 1956, and the approval of the Central Government signified in writing having been accorded thereto in the DEPARTMENT OF COMPANY AFFAIRS.
Regional Director WESTERN REGION letter no. RD : 110(21)1/84 dated 31-3-1984 the name of the said company is this day changed to WIPRO LIMITED and this certificate is issued pursuant to Section 23(I) of the said Act.
Given under my hand at BOMBAY this day of TWENTY EIGHTH APRIL 1984 (One Thousand Nine Hundered EIGHTYFOUR).
Sd/-
(U. C. NAHTA)
Addl. Registrar of Companies,
Maharashtra, Bombay.
* Here give the name of the Company as existing prior to the change.
+ Here give the name of the Act(s) under which the Company was originally registered and incorporated.

FRESH CERTIFICATE OF INCORPORATION
CONSEQUENT ON CHANGE OF NAME
In the office of the Registrar of Companies, Maharashtra
(under the Companies Act, 1956 (1 of 1956)
In the matter of
*WESTERN INDIA VEGETABLE PRODUCTS LIMITED
I hereby certify the WESTERN INDIA VEGETABLE PRODUCTS, LIMITED, which was originally incorporated on TWENTY NINTH day, DECEMBER 1945 under the @ INDIAN COMPANIES Act, 1913 and under the name WESTERN INDIA VEGETABLE PRODUCTS Limited having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956, and the approval of the Central Government signified in writing having been accorded thereto in the Regional Director, Company Law Board, Western Region, Bombay letter No. RD : 8(21) 5/77 dated 6/6/1977, the name of the said company is this day changed to WIPRO PRODUCTS LIMITED and this certificate is issued pursuant to Section 23(1) of the said Act.
Given under my hand at BOMBAY this SEVENTH day of JUNE 1977 (One thousand nine hundred and SEVENTY SEVEN).
Sd/-
(V. M. GODBOLE)
Asstt. Registrar of Companies,
Maharashtra, Bombay.
* Here give the name of the Company as existing prior to the change
@ Here give the name of the Act(s) under which the Company was originally registered and incorporated.

Certificate of Incorporation
No. 4713 of 1945—1946
I hereby Certify that “WESTERN INDIA VEGETABLE PRODUCTS LIMITED” is this day incorporated under the Indian Companies Act, VII of 1913, and that the Company is Limited.
Given under my hand at Bombay this Twenty-ninth day of December One thousand nine hundred and forty-five.
Sd/-
BEHRAMJI M. MODI
Registrar of Companies

SECOND CERTIFICATE
pursuant to section 610(1)(b)
Certificate of Incorporation
Corporate Identity Number : L32102KA1945PLC020800
*****
I hereby certify that M/s. WIPRO LIMITED which was originally incorporated under the companies Act, 1913 on Twenty Ninth day of December One Thousand Nine Hundred and Forty Five and that the company is Limited
Given under my hand at Bangalore this 4th day of July
Two Thousand Thirteen.
(SATYAJIT ROUL)
ASST. REGISTRAR OF COMPANIES,
KARNATAKA::BANGALORE.

Government of India

Special Adhesive

Stamp of Rs. 45/-

Sd/-

Asstt. /Supdt. of Stamps, Bombay

THE INDIAN COMPANIES ACT, 1913

MEMORANDUM OF ASSOCIATION

OF

WIPRO LIMITED

1.	The Name of the Company is WIPRO LIMITED.			Name of the Company
2.	The Registered Office of the Company will be situated in the State of Karnataka.			Registered Office
3.	The Objects for which the Company is established are the following:			Objects of the Company
	(a)	To purchase or otherwise acquire and take over any lands (whether freehold, leasehold, or otherwise) with or without buildings and plant, machinery, factory or factories or any other property for the purposes of the business of the Company.
	(b)	To carry on the business of extracting oil either by crushing or by chemical or any other processes from copra, cottonseed, linseed, castor-seed, ground-nuts or any other nut or seed or other oil bearing substance whatsoever.
	(c)	To manufacture and deal in hydrogenated oil, vegetable oils, vegetable ghee substitutes, vegetable products and butter-substitutes, glycerine, lubricating oils, greases, boiled oils, varnishes and all other kinds of oils, and oil preparations and products including bye-products of whatsoever description and kind and to carry on the business of manufacturers and dealers in all kinds of oils, oil seeds and oil products and the cultivation of oil-seeds and the business of buyers, sellers and dealers of oil seeds and oil-products including by-products.
	(c)	(i)	To carry on business as manufacturers, sellers, buyers, exporters, importers, and dealers of fluid power products of all types and kinds whether pneumatic or hydraulic and which are worked, propelled, and energised by fluids or gases and in particular the following pneumatic and hydraulic cylinders, air compressors, valves, hydraulic pumps, tools, regulators, filters, rotary tables, drill feeds, hydromotors, hydraulic and pneumatic equipments and all accessories and components required in connection therewith.
	(c)	(ii)	To carry on business as mechanical engineers, tool makers, brass and metal founders, mill-makers, mill-wrighters, machinists, metallurgists; to carry on business of machine operations like turning, boring, reaming, tapping, drilling, milling, shaping, cutting, grinding, honing, lapping, super finishing, buffing and to carry on and undertake processes like electro-plating, electro-forming, electro-etching, hardening, phosphating, nitriding, blackening, tempering, die-casting, shell-moulding, thermo-forming and all foundry operations and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machines, machine tools and hardware of all kinds.

(c)	(iii)	To carry on the trade or business of manufacturing and distributing, chemists, and druggists, oil and colourmen, either wholesale or retail, together with all or any trades or business usually carried on in connection therewith and to prepare, manufacture, import, produce, buy, sell and deal in all kinds of raw materials, chemicals, compounds, synthetic products, salts, acids, mineral, vegetable, organic and inorganic alkalies, chemical and surgical materials and appliances and patent or proprietory medicines, pigments, varnishes, lacquers, manufacturing plants, chemicals, scientific, electrical, surgical and optical instruments and apparatus and other like articles and things and colour grinders, makers and dealers in proprietory articles of all kinds and of electrical, chemical, photographical, surgical and scientific apparatus and materials and to buy, sell, manufacture, refine, manipulate, import, export and deal in all substances and things capable of being used in by such business as aforesaid and required by any customers of or persons having dealings with the Company either by wholesale or retail.
(c)	(iv)	To carry on business as exporters, sellers, dealers and buyers in all types and kinds of goods, articles and things.
(c)	(v)	To carry on business in India and elsewhere as manufacturer, assembler, designer, builder, seller, buyer, exporter, importer, factors, agents, hirers and dealers of digital and analogue data processing devices and systems, electronic computers, mini and micro computers, micro-processors based devices and systems, electronic data processing equipment, central processing units, memories, peripherals of all kinds, data communication equipment control systems, remote control systems, software of all kinds, including machine oriented and problem oriented, software, data entry devices, data collecting systems, accounting and invoicing machines, intelligent terminals, controllers, media, solid state devices, integrated circuits, transistors, liquid crystals, liquid display systems, diodes, resistors, capacitors, transformers and all related and auxiliary items and accessories including all components of electronic hardware and appliance of any type and description.
(c)	(vi)	To carry on research and development activities on all aspects related to the products business and objects of the Company.
(d)	To construct, equip and maintain mills, factories, warehouses, godowns, jetties and wharves any other conveniences or erection suitable for any of the purpose of the Company.
(e)	To erect, purchase or take on lease, or otherwise acquire any mills, factories, works, machinery, and any other real and personal property appertaining to the goodwill of, and any interest in the business of refining and hydrogenating vegetable and other oils and vegetable products.
(f)	To carry on all or any of the business of soap and candle makers, tallow merchants, chemists, druggists, dry salters, oil-merchants, manufacturers of dyes, paints, chemicals and explosives and manufacturers of and dealers in pharmaceutical, chemical, medicinal and other preparations or compounds, perfumery and proprietary articles and photographic materials and derivatives and other similar articles of every description.

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(g)	To buy or otherwise acquire any oil or manure, mills or factories situate either in India, Ceylon or elsewhere and all property business and rights in connection therewith.
(h)	To exchange, sell, convey, assign or let on lease or leases or otherwise deal with the whole or any part of the Company’s immoveable property, and to accept as consideration for, or in lieu thereof, other land or cash or Government securities, or securities guaranteed by Government or partly the one and partly the other or such other property or securities as may be determined by the Company, and to take back or reacquire any property so disposed of by re-purchasing or leasing the same for such price or prices or consideration and on such terms and conditions as may be agreed on.
(i)	To sell or dispose of for cash, or on credit, or to contract for the sale and future delivery of, or to send for sale to any part of India or elsewhere, all the articles and things and also all other products or produce whatsoever of the company.
(j)	To extend the business of the Company from time to time by purchasing or taking on lease or otherwise acquiring any lands (whether freehold, leasehold or otherwise) with or without buildings and machinery standing thereon situate in Bombay or any where in India, by erecting mills or other buildings on such lands; by purchasing or taking on lease or otherwise acquiring the business, goodwill and property of any private pressing or ginning factory or other factory situate anywhere in India; and by amalgamation with, or purchasing or otherwise acquiring the business goodwill, property and assets of any one or more Joint Stock Company or Companies carrying on any similar business anywhere in India.
(k)	To extend the business of the Company by adding to, altering or enlarging from time to time all or any of the buildings, premises, plant and machinery for the time being the property of the Company; also by erecting new or additional buildings, on all or any of the lands and premises for the time being the property of the Company and also by expending from time to time such sums of money as may be in the opinion of the Directors necessary or expedient for the purposes of improving, adding to, altering, repairing, and maintaining the buildings, plant, machinery and property of the Company.
(l)	To undertake the payment of all rents and the performance of all covenants, conditions and agreements contained in and reserved by any lease that may be granted or assigned to or be otherwise acquired by the Company.
(m)	To purchase the reversion or reversions, or otherwise acquire the freehold of fee simple, of all or any part of the lands for the time being held under lease, or for an estate less than a freehold estate by the Company.
(n)	To carry on any other trade or business whatsoever as can in the opinion of the Company be advantageously or conveniently carried on by the Company by way of extension of or in connection with any of the Company’s business or as calculated directly or indirectly to develop any branch of the Company’s business or to increase the value of or turn to account any of the Company’s assets property or rights and to acquire forests, forest products, timber and to establish saw mills and dal factories.

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(o)	To carry on the business of tin makers, tin manufacturers, tin converters, colliery proprietors, coke manufacturers, miners, smelters, engineers, tin plate makers and iron founders in all their respective branches.
(p)	To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or corporation carrying on any business which this Company is authorised to carry on or possessed of any property or rights suitable for the purposes of the Company.
(q)	To generate, accumulate and supply electricity or other energy for running the Company’s mills, factories, plant and machinery and for other purposes of the business of the Company and to dispose of any surplus electricity or energy for any other purposes and on any terms and conditions and in any manner as the Company thinks expedient or convenient and for such purposes to acquire or construct, lay down, establish, fix and carry out all plant, powerhouse, cables, wires, lines, accumulators, transformers, lamps and works and to carry on the business of electricians and engineers and to do, execute and transact all such other works, acts, matters and things as the Company may think expedient or convenient in connection therewith.
(r)	To acquire, establish and provide or otherwise arrange for transport of any kinds for the purposes of the business of the Company and to construct any lines or works in connection therewith and work the same by steam, gas, oil, electricity or other fuel or power.
(s)	To manufacture or otherwise acquire and deal in containers and packing materials of any kinds including those made of glass, earthenware, metal, cardboard etc.
(t)	To sink wells and shafts, and to make, build and construct, lay down, acquire and maintain, reservoirs, water works, cisterns, tanks, culverts, filter-beds, main and other pipes, plant, machinery and appliances and to execute and do all other works and things expedient or convenient for obtaining, storing and delivering water for the purposes of the business of the Company and to dispose of any surplus water for any other purposes and on any terms and conditions and in any manner as the Company thinks expedient or convenient.
(u)	To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring an exclusive or non-exclusive or limited right to use, any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or acquisition of which may seem to be expedient or convenient or calculated directly or indirectly to benefit this Company and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights and information so acquired.
(v)	To purchase or otherwise acquire from time to time and to manufacture and deal in all such raw materials, stores, stock-in-trade, goods including finished goods, chattles and effects as may be necessary, expedient or convenient for any business for the time being carried on by the Company.
(w)	To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company, or which the Company shall consider to be preliminary including therein the cost of advertising, commissions for underwriting, brokerage, printing and stationery and expenses attendant upon the formation of agencies and local boards.

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(x)	To enter into any partnership or any arrangement for sharing profits, union of interests, joint ventures, reciprocal concession or otherwise with any person or persons or corporation carrying on or engaged in or about to carry on or engage in, any business or enterprise which this Company is authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit or to be expedient for the purposes of this Company and to take or otherwise acquire and hold shares or stock in or securities of and to subsidise or otherwise assist any such Company and to sell, hold reissue with or without guarantee or otherwise deal with such shares, stock or securities.
(y)	To purchase or otherwise acquire all or any part of the business, property and liabilities of any person, company, society, or partnership formed for all or any of the purposes within the objects of this Company and to conduct and carry on or liquidate and wind up any such business.
(z)	To enter into any arrangement with any Government or authorities, supreme, municipal, local or otherwise that may seem conducive to the Company’s objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the Company may think fit desirable or expedient to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(a1)	To provide for the welfare of person in the employment of the Company, or formerly engaged in any business acquired by the Company and the wives, widows, families or dependants of such persons by grants of money, pensions or other payments, and by establishing and supporting or aiding in the establishment and support of associations, institutions, funds, trusts, conveniences and by providing or subscribing towards places of instruction and recreation and hospitals, dispensaries, medical and other attendances and other assistance, as the Company shall think fit and to form, subscribe to or otherwise aid benevolent, religious, scientific, national, social, public, or other institutions or objects, or any exhibitions which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operations or otherwise.
(a1)	(i)	To undertake, carry out, promote and sponsor rural development including any programme for promoting the social and economic welfare or uplift of the public in any rural area if the Directors consider it likely to promote and assist rural development and to give contributions to any recognised authority or institution and/or to incur any expenditure on any programme of rural development and to assist execution and promotion thereof either directly or through an independent agency or in other manner. Without prejudice to the generality of the foregoing, the words ‘rural area’ shall include such areas as may be regarded as rural areas under Section 35 CC of the Income-tax Act, 1961 or any other law relating to rural development for the time being in

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		force or as may be regarded by the Directors as rural areas and the Directors may at their discretion in order to implement any of the above mentioned objects or purposes transfer without consideration or at such fair or concessional value as the Directors may think fit and divest the ownership of any property of the Company to or in favour of any public or local body or authority or central or state government or any public institutions or trust established under any law for the time being in force or registered or approved by the central or state Government or any authority specified in that behalf.
(a1)	(ii)	To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth of the national economy and for discharging what the Directors may consider to be the social and moral responsibilities of the Company to the public or any section of the public as also any activity which the Directors consider likely to promote national welfare or the social, economic moral uplift of the public or any section of the public and by such means as the Directors may think fit and the Directors may without prejudice to the generality of the foregoing undertake, carry out, promote and sponsor any activity for publication of any books, literature, newspaper, etc. for organising lectures or seminars, likely to advance these objects or for giving merit awards, scholarships, loans or any other assistance to deserving students or other scholars or persons to enable them to prosecute their studies or academic pursuits or researches or for establishing, conducting or assisting any institution, fund, trust, etc. having any one of the aforesaid objects as one of its objects by giving donations or otherwise in any other manner and the Directors may at their discretion in order to implement any of the above mentioned objects or purposes transfer without consideration or at such fair or concessional values as the Director may think fit and divest the ownership of any property of the Company to or in favour of any public institutions or trusts established under any law for the time being in force or registered or approved by the central or state Government or any authority specified in that behalf.
(a2)	From time to time to subscribe or contribute to any charitable, benevolent or useful object of a public character the support of which will, in the opinion of the Company, tend to increase its repute or popularity among its employees, its customers or the public.
(a3)	To promote any company or companies for the purpose of acquiring all or any of the properties, rights and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.
(a4)	Generally to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the Company may think necessary, expedient or convenient for the purpose of its business and in particular any lands, buildings, easements, machinery, plant and stock-in-trade.
(a5)	To construct, maintain, alter, improve and enlarge any buildings or works necessary or convenient for the purposes of the Company.

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(a6)	To construct, carry out, maintain, improve, manage, work, control, and superintend any roads, ways, tramways, railways, branches, or sidings, bridges, reservoirs, canals, docks, wharves, water-courses, hydraulic works, gas works, electric works, factories, mills, warehouses and other works and conveniences which may seem directly or indirectly conducive to any of the Company’s objects and contribute to subsidize or otherwise assist or take part in such maintenance, management working, control and superintendence.
(a7)	To invest and deal with the moneys of the Company not immediately required in shares, stock, bonds, debentures obligations or other securities of any Company or association or in Government securities or in deposit with Banks or in any other instruments or commodities or in any other manner as may from time to time be determined.
(a8)	To lend money to such persons and on such terms as may seem expedient and in particular to customers and others having dealings with Company and to give any guarantee or indemnity as may seem expedient.
(a9)	To borrow or raise or secure the payment of money by mortgage or by the issue of debentures or debenture stock perpetual or otherwise, or in such other manner as the Company shall think fit and for the purposes aforesaid to charge all or any of the Company’s property or assets present and future including its uncalled and collaterally or further to secure any securities of the Company by a Trust Deed or other assurance and to redeem, purchase or pay off any such security.
(a10)	Upon any issue of shares, debentures or other securities of the Company to employ broker-commission agents and underwriters and to provide its remuneration of such reasons for their services by payment in cash, or by the issue of shares debentures or other securities of the Company, or by the granting of options, to take the same, or in any other manner allowed by law.
(a11)	To draw, make, accept endorse, discount, execute, and issue promissory notes, bills of exchange, hundles, bills of lading, warrants, debentures and other negotiable or transferable instruments.
(a12)	To undertake and execute any trusts the undertaking whereof may seem desirable or expedient, and either gratuitously or otherwise.
(a13)	To sell or dispose of the undertaking of the Company or any part thereof in such manner and for such consideration as the Company may think fit and in particular for shares (fully or partly paid-up) debentures, debenture stock or securities of any other Company whether promoted by the Company for the purpose or not and to improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Company.
(a14)	To adopt such means of making known the production of the Company as may seem expedient or convenient and in particular by advertising in the press by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations.
(a15)	To establish and maintain local registers, agencies and branch places of business and procure the Company to be registered or recognized and carry on business in any part of the world.

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	(a16)	To sell, improve, manage, develop, exchange, enfranchise, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Company.
	(a17)	To place, to reserve or to distribute as dividend or bonus among the members or otherwise to apply as the Company may from time to time think fit, any moneys of the company including moneys received by way of premium on shares or debentures issued at a premium by the Company and any moneys received in respect of dividends accrued on forfeited shares and also moneys arising from the sale by the Company of forfeited shares or from unclaimed dividends.
	(a18)	To distribute any of the Company’s property among the members in specie or kind.
	(a19)	To do all or any of the above things in any part of the world and either as principals, agents, trustees or otherwise and either alone or in conjunction with others and by or through agents, sub-contractors, trustees or otherwise.
	(a20)	To do all such other things as are incidental or the Company may think expedient or conducive to the attainment of the above objects or any of them.
	(a21)	To carry on the business of leasing and hire purchase and to acquire, to provide on lease or to provide on hire purchase basis, all types of industrial and office plant, equipment, machinery, vehicles, buildings and real estate, required for manufacturing, processing, transportation, and trading businesses and other commercial and service businesses.
(a22, a23 and a24 Amended vide resolution passed by members at the Annual General Meeting held on July 21, 2005)	(a22)	To undertake and carry on the business of providing all kinds of information technology based and enabled services in India and internationally, electronic remote processing services, eServices, including all types of Internet-based/ Web enabled services, transaction processing, fulfillment services, business support services including but not limited to providing financial and related services of all kinds and description including billing services, processing services, database services, data entry business-marketing services, business information and management services, training and consultancy services to businesses, organizations, concerns, firms, corporations, trusts, local bodies, states, governments and other entities; to establish and operate service processing centers for providing services for back office and processing requirements, marketing, sales, credit collection services for companies engaged in the business of remote processing and IT enabled services from a place of business in India or elsewhere, contacting & communicating to and on behalf of overseas customers by voice, data image, letters using dedicated international private lines; and to handle business process management, remote help desk management; remote management; remote customer interaction, customer relationship management and customer servicing through call centers, email based activities and letter/fax based communication, knowledge storage and management, data management, warehousing, search, integration and analysis for financial and non financial data.

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	(a23)	To act as information technology consultants and to operate a high technology data processing center for providing information processing, analysis, development, accounting and business information and data to customers in India and internationally; to carry on the business of gathering, collating, compiling, processing, analyzing, distributing, selling, publishing data and information and including conduct of studies and research, and marketing of information and services and providing access to information regarding financial operations and management, financial services, investment services business and commercial operations, financial status, creditworthiness and rating, consumer responses and management of businesses of all kinds and descriptions by whatever name called.
	(a24)	To carry on the business as Internet service provider and undertake any and all kinds of Internet/web based activities and transactions; to design, develop, sell, provide, maintain, market, buy, import, export, sell and license computer software, hardware, computer systems and programs products, services and to give out computer machine time and to carry on the business of collecting, collating, storing, devising other systems including software programs and systems.
(Amended vide Special Resolution by way of Postal Ballot held on June 25, 2008)	(a25)	To design, develop, fabricate, manufacture, operate, install, maintain, and assemble, export from and Import, sell or otherwise deal in all kinds of end to end solutions including equipments, for water treatment including but not limited to ultra pure water, waste water treatment, water reuse and desalination and related activities.
	(a26)	To design, develop, fabricate, manufacture, assemble, operate, maintain, export from and import, sell or otherwise deal in and to act as consultant, designer, supplier, manufacturer, importer or exporter of every goods and services including equipments in connection with all types of renewal energy systems, food and agricultural processing systems such as but not limited to Biofuel, wind energy, solar energy, geo-thermal energy systems, filing, sealing, coding, marking/labeling and packaging machinery and equipment, agricultural tools/implements, machinery and equipment, agricultural product processing including food processing project and equipment not limited to such purposes as power generation, water heating, sorting, grading, washing, cutting, slicing, mixing, waxing, distillation, fermentation, filteration, drying, concentration, heat exchangers, mixing, pasteurization systems, etc made of all types of steel and other special metals / non metals for all types of applications and user industries and to deliver these plant, equipment, machinery and services anywhere in the world.
	AND it is hereby declared that the word Company in this clause shall be deemed to include any partnership or other body of persons whether incorporated or not and whether domiciled in India or elsewhere and the intention is that the objects specified in each sub-clause or paragraph of this Clause shall except where otherwise expressed such sub-clause or paragraph, be in no ways limited or restricted by reference to or inference from the terms of any other sub-clause or paragraph or the name of the Company but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said sub-clause or paragraphs defines the objects of a separate distinct and independent company.

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Members Liability limited	4.	The liability of the members is limited
Capital (Amended vide pursuant to the orders of High Court of Karnataka, in the company petition nos. 291 and 292 of 2013)	5.	“The Authorized Share Capital of the company is Rs. 610,00,00,000/- (Rupees Six Hundred and Ten Crore Only) divided into 291,75,00,000 (two hundred and ninety one crores seventy five lakhs) Equity Shares of Rs. 2/- (Rupees two only) each, 2,50,00,000 (Two Crore Fifty lakhs) preference shares of Rs. 10/- (Rupees ten only) each and 1,50,000 (One lakh Fifty Thousand) 10% optionally convertible Cumulative Preference shares of Rs. 100/- each, with power to increase and reduce or consolidate or sub-divide the capital of the Company and to divide the shares in the Capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or accordance with the Articles of Association of the Company for the time being and to verify, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be permitted by the Act or provided by the Articles of Association of the Company for the time being.”.

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We, the several persons, whose names and addresses are subscribed thereto, are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the Capital of the Company set opposite to our respective names.

Names	Address and description of subscribers	Number of Shares taken by each subscriber	Witness
Sd. R M. Chinoy	Radio House, Apollo Bunder, Fort, Bombay, Director, Indian Radio & Cable Communication Co., Ltd.	50	Sd. N. P. Vansia
Sd. Pranlal Devkaran Nanjee	17, Elphinstone Circle, Fort, Bombay, Banker.	100	Sd. N. P. Vansia
Sd. Behram N. Karanjia	17-19, Bomanji Master Road, Kalba-devi Road, Bombay-2 General Merchant.	50	Sd. N. P. Vansia
Sd. Ratansey Karsondas Vissanji	9, Wallace Street Fort, Bombay, Director, Wallace Flour Mills, Ltd.	50	Sd. N. P. Vansia
Sd. Dewjee Tokarsee Mooljee	17, Bazargate Street, Fort, Bombay General Merchant.	50	Sd. N. P. Vansia
Sd. Ratilal Mulji Gandhi	C/o Messrs R Ratilal & Co. Teju Kaya Building, Chinch Bunder Road, Bombay-9 General Merchant	100	Sd. N. P. Vansia
Sd. Mohamed Husein Hasham Premji	Botawala Building, 8, Elphinstone Circle, Fort, Bombay, General Merchant	100	Sd. N. P. Vansia
Sd. Gangaram Vallabhji	Botawala Building, 8, Elphinstone Circle, Fort Bombay, Merchant	50	Sd. N. P. Vansia

Dated the 21st day of December 1945.

9A

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

(INCORPORATED UNDER THE COMPANIES ACT, 1913)

ARTICLES OF ASSOCIATION

OF

WIPRO LIMITED

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The following regulations comprised in these Articles of Association were adopted pursuant to members’ resolution passed at the Annual General Meeting held on July 23, 2014 in substitution for and to the entire exclusion of, the regulations contained in the existing Articles of Association of the Company.

ARTICLES OF ASSOCIATION

OF

WIPRO LIMITED

I. CONSTITUTION OF THE COMPANY

Table F not to apply	1			Wipro Limited is established with Limited Liability in accordance with and subject to the provisions of the Indian Companies Act, 1913, but none of the Regulations contained in the Table marked F in Schedule I to the Companies Act, 2013, shall be applicable to the Company except so far as the said Act or any modification there otherwise expressly provides.
Company to be governed by these Articles				The Regulations for management of the Company and for the observance of the members shall be such as are contained in these Articles.
II. INTERPRETATION
Interpretation Clause	2	(a)		In the interpretation of these Articles, the following words and expressions shall have the following meanings, unless repugnant to the subject or context.
“Alter”			(i)	‘Alter’ and ‘Alteration’ shall include the making of additions and omissions.
“Auditors”			(ii)	‘Auditors’ means those Auditors appointed under the said Act.
“A Company”			(iii)	A Company means a company as defined under Section 2(20) of the Act.
“Board”			(iv)	‘Board’ means the Directors of the Company collectively, and shall include a committee thereof.
“Body Corporate or Corporation”			(v)	‘Body Corporate’ or’ Corporation’ includes a company incorporated outside India but does not include, (1) a Co-operative Society registered under any law relating to Co-operative Societies, (2) any other body corporate which the Central Government may by notification in the Official Gazette specify in that behalf.

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“The Company” or “This Company”	(vi)	The Company’ or This Company’ means Wipro Limited established as aforesaid.
“The Companies Act 2013” “The said Act” or “The Act”	(vii)	‘The Companies Act, 2013’, The said Act’, or The act’ and reference to any section or provision thereof respectively means and includes the Companies Act, 2013 (Act No. 18 of 2013) and any statutory modification thereof for the time being in force, and reference to the section or provision of the said Act or such statutory modification.
“Debenture”	(viii)	‘Debenture’ includes Debenture stock, bonds or any other instrument of a Company evidencing a debt, whether constituting a charge on the assets of the company or not.
“Directors”	(ix)	‘Directors’ means a director appointed to the Board of the company.
“Dividend”	(x)	‘Dividend’ shall include interim dividend.
“Document”	(xi)	‘Document’ includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form.
“Executor” or “Administrator”	(xii)	“Executor” or “Administrator” means a person who has obtained probate or Letters of Administration, as the case may be, from a competent Court, and shall include the holder of a Succession Certificate authorising the holder thereof to negotiate or transfer the share or shares of the deceased members, and shall also include the holder of a Certificate granted by the Administrator-General of any State in India.

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“Financial Statements”	(xiii)	“Financial Statements means:
		(i)	a balance sheet as at the end of the financial year;
		(ii)	a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year;
		(iii)	cash flow statement for the financial year;
		(iv)	a statement of changes in equity, if applicable; and
		(v)	any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv)
“In writing”	(xiv)	“In writing” or “Written” shall include e-mail, and any other form of electronic transmission.
“Independent Director”	(xv)	“Independent Director” shall have the meaning ascribed to it in the Act.
“Key Managerial Personnel”	(xvi)	“Key Managerial Personnel” means the Chief executive officer or the managing director; the company secretary; whole-time director; chief financial officer; and such other officer as may be notified from time to time in the Rules.
“Month”	(xvii)	“Month” means calendar month.
“National Holiday”	(xviii)	“National Holiday” means the day declared as national holiday by the Central Government.
“Office”	(xix)	‘Office” means the Registered Office for the time being of the Company.

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“Ordinary & Special Resolution”		(xx)	“Ordinary Resolution” and “Special Resolution” shall have the meanings assigned to these terms by Section 114 of the Act.
“Rules”		(xxi)	“Rules” means any rule made pursuant to section 469 of the Act or such other provisions pursuant to which the Central Government is empowered to make rules, and shall include such rules as may be amended from time to time.
“Secretary”		(xxii)	“Secretary” is a Key Managerial Person appointed by the Directors to perform any of the duties of a Company Secretary.
“Shareholders ‘or Members”		(xxiii)	“Shareholders” or “Members” means the duly registered holder from time to time of the shares of the Company, and shall include beneficial owners whose names are entered as a beneficial owner in the records of a depository.
“The Seal”		(xxiv)	“The Seal” means the common seal of the Company for the time being.
“These presents”	(b)		“These presents” means and includes the Memorandum and this Articles of Association.
Singular Number	(c)		Words importing the singular number include, where the context admits or requires, the plural number and vice versa.
Gender	(d)		Words importing the masculine gender also include the feminine gender.
Persons	(e)		Words importing persons shall, where the context requires, include bodies corporate and companies as well as individuals.

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Words and expressions defined in the Companies Act, 2013		(f)	Subject as aforesaid, any words and expressions defined in the said Act as modified up to the date on which these Articles become binding on the Company shall, except where the subject or context otherwise requires, bear the same meanings in these Articles.
Marginal Notes and other Headings		(g)	The marginal notes and the headings given in these Articles shall not affect the construction hereof.
Copies of the Memorandum and Articles to be Furnished	3		The Company shall, on being so required by a Member, send to him within seven days of the requirement and subject to the payment of a fee of Rs. 100/- or such other fee as may be specified in the Rules for each copy of the documents specified in Section 17 of the said Act.
III. SHARE CAPITAL, VARIATION OF RIGHTS & BUY BACK
Capital and shares	4		The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time, be provided in clause V of Memorandum of Association. with power to Board of Directors to reclassify, subdivide, consolidate and increase and with power from time to time, to issue any shares of the original capital or any new capital with and subject to any preferential, qualified or special rights, privileges, or conditions may be, thought fit and upon the sub-division of shares to apportion the right to participate in profits, in any manner as between the shares resulting from sub-division. The Authorised Share Capital of the Company shall be such amount and be divided into such shares as may from time to time, be provided in clause V of Memorandum of Association. with power to Board of Directors to reclassify, subdivide, consolidate and increase and with power from time to time, to issue any shares of the original capital or any

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				new capital with and subject to any preferential, qualified or special rights, privileges, or conditions may be, thought fit and upon the sub-division of shares to apportion the right to participate in profits, in any manner as between the shares resulting from sub-division.
				If and whenever the capital of the Company is divided into shares of different classes, the tights of any such class may be varied, modified, affected, extended, abrogated or surrendered as provided by the said Act or by Articles of Association or by the terms of issue, but not further or otherwise.
Provisions of Section 43, 47 of the Act to apply	5			The provisions of Section 43, 47 of the Act in so far as the same may be applicable to issue of share capital shall be observed by the Company.
Restrictions on Allotment	6			The Directors shall have regard to the restrictions on the allotment of shares imposed by Section 39 and 40 of the said Act so far as those restrictions are binding on the Company.
Commission for placing shares	7.	(1)	(i)	The Company may at any time pay a commission to any person in consideration of his subscribing, or agreeing to subscribe (whether absolutely or conditionally) for any shares in or debentures of the Company or procuring or agreeing to procure subscription (whether absolute or conditional) for any shares in or debentures of the Company and the provisions of Section 40 of the said Act shall be observed and complied with. Such commission shall not exceed the maximum permissible rate as prescribed in the Rules. Such commission may be paid in cash or by the allotment of Securities.

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			(ii)	Company shall not pay any commission to any underwriter on securities which are not offered to public for subscription.
			(iii)	The number of shares or debentures which persons have agreed to for commission to subscribe absolutely or conditionally is disclosed in the manner aforesaid.
		(2)		Nothing in this clause shall affect the power of the Company to pay such brokerage as it may consider reasonable.
		(3)		A Vendor to, promoter of, other person who receives payment in shares, debentures or money from the Company shall have and shall be deemed always to have had power to apply any part of the shares, debentures or money so received in payment of any commission the payment of which, if made directly by the Company, would have been legal under this Articles.
		(4)		The commission may be paid or satisfied (subject to the provisions of the Act and these Articles) in cash or in share, debentures or debenture stock of the Company, (whether fully paid or otherwise) or in any combination thereof.
Company not to give financial assistance for purchase of its own shares	8.			Except as provided by the Act, the Company shall not, except by reduction of capital under the provision of Sections 66 or Section 242 of the said Act, buy its own shares nor give, whether directly or indirectly, and whether by means of a loan, guarantee, provision of security or otherwise any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in its holding company.
				Provided that nothing in this Article shall be taken to prohibit:

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	8.1	(i)	the provision of money in accordance with any scheme approved by the Company through Special Resolution and in accordance with the requirements specified in the relevant Rules, for the purchase of, or subscription for, fully paid up Shares in the Company, if the purchase of, or the subscription for the Shares held by trustees for the benefit of the employees or such Shares held by the employee of the Company;
		(ii)	the giving of loans by the Company to persons in the employment of the Company other than its Directors or Key Managerial Personnel, for an amount not exceeding their salary or wages for a period of six months with a view to enabling them to purchase or subscribe for fully paid up Shares in the Company to be held by them by way of beneficial ownership. Nothing in this clause shall affect the right of the Company to redeem any shares issued under Section 55.
Buy back of Shares	8.2		Notwithstanding what is stated in Articles 8.1 above, in the event it is permitted by the Law and subject to such conditions, approvals or consents as may be laid down for the purpose, the Company shall have the power to buy-back its own shares, whether or not there is any consequent reduction of Capital. If and to the extent permitted by Law, the Company shall also have the power to re-issue the shares so bought back.
Issue of Securities at a Premium	9		The Company shall have power to issue Securities at a premium and shall duly comply with the provision of Sections 52 of the said Act.

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Issue of redeemable preference shares	10		The Company may, subject to the provisions of Section 55 of the said Act, issue preference shares which are liable to be redeemed and may redeem such shares in any manner provided in the said section and may issue shares up to the nominal amount of the shares redeemed or to be redeemed. Where the Company has issued redeemable preference shares the provisions of the said section shall be complied with. The manner in which such shares shall be redeemed, shall be as provided by Article 80 unless the terms of issue otherwise provide.
IV. SHARES AND SHAREHOLDERS
Register of Members	11	(1)	The Company shall cause to be kept and maintained the following registers namely:
			(a)    Register of members indicating separately for each class of equity and preference shares held by each member residing in India or outside India;
			(b)    Register of debenture-holders; and
			(c)    Register of any other security holders:
			(d)    including an index in respect of each of the registers to be maintained in accordance with Section 88 of the Act.
		(2)	The Company shall also comply with the provisions of Sections 92 of the Act as to filing Annual Returns.
		(3)	The Company shall duly comply with the provisions of Section 94 of the Act in regard to keeping of the Registers, Indexes, copies of Annual Returns and giving inspection thereof and furnishing copies thereof.

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Shares to be numbered progressively	12		The shares in the capital shall be numbered progressively according to their several classes.
Shares at the disposal of the Directors	13		Subject to the provisions of the said Act and these Articles, the shares in the capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any one of them to such persons on such proportion and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 54 of the Act) at a discount and at such times as they may from time to time think fit and proper and with the sanction of the Company in General Meeting to give to any person the option to call for or be allotted shares of any class of the Company either at par or at premium or subject aforesaid at a discount during such time and for such consideration and such option being exercisable at such times as the Directors think fit and may allot and issue shares in the capital of the Company in lieu of services rendered to the Company or in the conduct of its business; and any shares which may be so allotted may be issued as fully paid up shares and if so issued shall be deemed to be fully paid up shares.
Every share transferable etc.	14	(1)	The shares or other interest of any member in the Company shall be movable property transferable in the manner provided by the Articles of the Company.
		(2)	Each share in the Company having a share capital shall be distinguished by its appropriate number.

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		(3)	Certificates of Shares :
			A certificate under the Seal of the Company specifying any shares held by any Member shall be prima facie evidence of the title of the Member to such shares.
Application of premiums received on issue of shares	15	(1)	Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those Shares shall be transferred to an amount to be called “the securities premium account”, and the provisions of the Act relating to the reduction of the Share Capital of a company shall except as provided in this clause, apply as if the securities premium account were paid-up share capital of the Company.
		(2)	The securities premium account may be applied by the Company for the purposes permissible pursuant to the Act
Further issue of capital	16		The Company shall comply with the provisions of Section 62 of the Act with regard to increasing the subscribed capital of the Company.
	17		If and whenever as the result of issue of new shares or any consolidation or subdivision of shares, any shares become held by members in fractions the Directors shall subject to the provisions of the Act and the Articles and to the directions of the Company in general meeting, if any, sell those shares which members hold in fractions for the best price reasonably obtainable and shall pay and distribute to and amongst the members entitled to such shares in due proportion, the net proceeds of the sale thereof. For the purpose of giving effect to any such sale the Directors may authorise any person to transfer the shares sold to the purchaser thereof comprised in any such transfer and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be effected by any irregularity or invalidity in the proceedings in reference to the sale.

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Acceptance of shares	18	An application signed by or on behalf of an applicant for shares in the Company followed by an allotment of shares therein, shall be an acceptance of shares within the meaning of these Articles;. The Directors shall comply with the provisions of Sections 39 and 40 of the Act so far as applicable.
Deposit and call etc. to be a debt payable immediately	19	The money (if any) which the Directors shall, on the allotment of any shares being made by them, require or direct to be paid by way of deposits, calls or otherwise in respect of any shares allotted by them, shall, immediately on the inscription of the name in the Register of Members as the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.
Calls on shares of the same class to be made on uniform basis Calls on shares of the same class to be made on uniform basis	20	Where any calls for further share capital are made on shares, such calls shall be made on a uniform basis on all shares, falling under the same class. Explanation: - For the purpose of this provision shares of the same nominal value on which different amounts have been paid up shall not be deemed to fall under the same class.
Return of allotment	21	The Directors shall cause to be made the returns as to all allotments from time to time made in accordance with the provisions of Section 39 of the said Act.
Installments on shares to be duly paid	22	If, by the conditions of allotment of any shares the whole or part of the amount or issue price thereof shall be payable by installments, every such installment shall, when, due, be paid to the Company by the person who for the time being and from time to time shall be of the shares or his legal representative.

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Liability of Members	23	Every member, or his executors or administrators or other representative, shall pay to the Company the portion of the capital represented by his share or shares, which may, for the time being, remain unpaid thereon, in such amounts, at such time or times, and in such manner, as the Directors shall, from time to time, in accordance with the Company’s regulations, require or fix for the payment thereof.
Liability of Joint holders	24	If any share stands in the names of two or more persons all the joint-holders of the share shall be severally as well as jointly liable for the payment of all deposits, installments, and calls due in respect of such shares, and for all incidents thereof according to the Company’s regulations; but the persons first named in the Register shall, as regards service of notice, and all other matters connected with the Company, except the transfer of the share and any other matter by the said Act or herein otherwise provided, be deemed the sole holder thereof.
Registered holder only the owner of the shares	25	Save as herein or by laws otherwise expressly provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any benami trusts whatsoever or equitable, contingent, future, partial or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof; the Directors shall, however be at liberty, at their sole discretion, to register any share in the joint names of any two or more persons, and the survivor or survivors of them.

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V. CERTIFICATES
Certificate of shares	26			Subject to any statutory or other requirement having the force of law governing the issue and signatures to and sealing of certificate to shares and applicable to this Company for the time being in force the certificate of title to shares and the duplicate thereof when necessary shall be issued under the seal of the Company which shall be affixed in the presence of and signed by (1) two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and (2) the Secretary or some other person appointed by the Board for the purpose; a Director may sign a share certificate by affixing signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other materials used for the purpose.
Members’ right to Certificates	27	(1)	(i)	Every member shall be entitled without payment to the certificate for all the Shares of each class or denomination registered in his name, or if the Board, so approve (upon paying such fees as the Board may from time to time determine) to several certificates, each for one or of such Shares and the Company shall complete such certificate within two months after the allotment or such period as may be determined at the time of the issue of such capital whichever is longer or within one month after registration of the transfer thereof as provided by Section 56 of the Act. Every certificate of shares shall have its distinctive number and be issued under the Seal of the Company and shall specify the number and denoting number of the shares in respect of which it is issued and the

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		amount paid thereon and shall be in such form as the Board shall prescribe or approve provided that in respect of share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and the delivery of a certificate for a share or shares to one of several joint-holders shall be deemed to be sufficient delivery to all.
May be delivered to any one of Joint-holders	(ii)	A certificate of shares registered in the names of two or more persons, unless otherwise directed by them in writing, may be delivered to any one of them on behalf of them all.
Shares in Depository form	(2)            (iii)	Notwithstanding anything contained herein, the Company shall be entitled to dematerialise its shares, debentures and other securities pursuant to the Depositories Act, 1996 and to offer its shares, debentures and other securities for subscription in a dematerialised form.
	(iii)	Notwithstanding anything contained herein, the Company shall be entitled to treat the person whose names appear in the register of members as a holder of any share or whose names appear as beneficial owners of shares in the records of the Depository, as the absolute owner thereof and accordingly shall not (except as ordered by a Court of competent jurisdiction or as required by law) be bound to recognise any benami trust or equity or equitable contingent or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.
	(iii)	Notwithstanding anything contained herein, in the case of transfer of shares or other marketable securities where the Company has not issued any Certificates and where such shares or other marketable securities are being held in

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		an electronic and fungible form, the provisions of the Depositories Act, 1996 shall apply. Further, the provisions relating to progressive numbering shall not apply to the shares of the Company which have been dematerialised.
Issue of new certificate in place of one defaced, lost or destroyed	28	If any certificate be worn out, defaced, destroyed or lost or if there be no further space on the back thereof for endorsement of transfer, then upon production thereof to the Board, they, may order the same to be cancelled, and may issue a new certificate in lieu thereof and if any certificate be lost or destroyed then upon proof thereof to the satisfaction of the Board and on such indemnity as the Board deem adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate. A sum not exceeding Rs. 50/- shall be paid to the Company for every certificate issued under this clause, as the Board may fix from time to time, provided that no fee shall be charged for issue of new certificate in replacement of those which are old, worn, decrepit out or where the cages on the reverse for recording transfers have been fully utilised.
Board may waive fees	29	The Board may waive payment of any fee generally or in any particular case.
Endorsement on certificate	30	Every endorsement upon the certificate of any share in favour of any transferee thereof shall be signed by such person for the time being authorised by the Board in that behalf.
Board to comply with Rules	31	The Board shall comply with requirements prescribed by any Rules made pursuant to the said Act; relating to the issue and execution of share certificates.

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VI. CALLS ON SHARES
Directors may make calls Calls may be made by installments	32	Subject to the provisions of Section 49 of the said Act, the Board may, from time to time, by means of resolution passed at its meetings make such calls as they may think fit upon the members in respect of moneys unpaid on the share held by them respectively and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the times and place appointed by the Board. A call may be made payable by installments.
Call to date from resolution	33	A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed and may be made payable by members on a subsequent date to be specified by Directors.
Notice of call	34	Fourteen day’s notice at least of every call made payable otherwise than on allotment shall be given by the Company in the manner hereinafter provided for the giving of notices specifying the time and place of payment, and the person to whom such call shall be paid. Provided that before the time for payment of such call the Board may by notice given in the manner hereinafter provided revoke the same. The Board may, from time to time at their discretion, extend the time fixed for the payment of any call, and may extend such time as to all or any of the members who, the Board may deem fairly entitled to such extension; but no member shall be entitled to any such extension, except as a matter of grace and favour.
Provisions applicable to installments	35	If by the terms of issue of any share or otherwise any amount is payable at any fixed time or by installments at fixed times, whether on account of the share or by way of premium, every such

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		amount or installments shall be payable as if it were a call duly made by the Board and of which due notice had been given, and all the provisions herein contained in respect of calls shall relate to such amount or installments accordingly.
When interest on call or installment payable	36	If the sum payable in respect of any call or such other amount or installments be not paid on or before the day appointed for payment thereof or any extension thereof as aforesaid, the holder for the time being of the share, in respect of which the call shall have been made, or such amount or installment shall be due, shall pay interest for the same, from the day appointed for the payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum, as shall from time to time be fixed by the Board. Nothing in this Article shall however, be deemed to make it compulsory on the Board to demand or recover any such interest, and the payment of such interest, wholly or in part, may be waived by the Board if they think fit so to do.
Money due to members from the Company may be applied in payment of call or installment	37	Any money due from the Company to a member may, without the consent and notwithstanding the objection of such member, be applied by the Company in or towards the payment of any money due from him to the Company for calls or otherwise.
Part payment on account to call etc. not to preclude forfeiture	38	Neither a judgement nor a decree in favour of the Company for calls of other moneys due in respect of any shares nor any part-payment or satisfaction thereunder nor the receipt by the Company of a portion of any money which shall from time to time be due from any member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of payment of any such money, shall preclude the forfeiture of such shares as hereinafter provided.

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Proof on trial on of suit on money on shares 39 On the trial or hearing of any action or suit brought by the Company against any member or his legal representatives to recover any moneys claimed to be due to the Company for any call or other sum in respect of his shares, it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered, appears entered on the Register of Members as the holder, or one of the holders, at or subsequent to the date at which the money sought to be recovered is alleged to have become due, on the shares in respect of which such money is sought to be recovered, and that the amount claimed is not entered as paid in the books of the Company or the Register of Members and that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the member or his legal representatives sued in pursuance of these presents; and it shall not be necessary to prove the appointment of the Directors who made such call, not that a quorum of Directors was present at the meeting of the Board at which such call was made, nor that the meeting at which such call was made duly convened or constituted, nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debts, and the same shall be recovered by the Company against the member or his representatives from whom the same is sought to be recovered unless it shall be proved, on behalf of such member or his representatives against the Company that the name of such member was improperly inserted in the register, or that the money sought to be recovered has actually been paid.

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Payment of unpaid share capital in advance   Interest may be paid thereon   Repayment of such advances   Priority of payment in case of winding up 40 (1) The Board may, if they think fit, subject to the provisions of Section 50 of the Act receive from any member willing to advance the same, either in money or money’s worth the whole or any part of the amount remaining unpaid on the shares held by him beyond the sum actually called up and upon the moneys so paid or satisfied in advance, or so much thereof, as from time to time and at any time thereafter exceeds the amount of the calls then made upon and due respect of the shares on account of which such advances have been made, the Company may pay or allow interest at such rate as the member paying such advance and the Board agree upon; provided always that if at any time after the payment of any such money the rate of interest so agreed to be paid to any such member appears to the Board to be excessive, it shall be lawful for the Board from time to time to repay to such member so much of money as shall then exceed the amount of the calls made upon such shares, unless there be an express agreement to the contrary; and after such repayment such member shall be liable to pay, and such advance had been made, provided also that if at any time after the payment of any money so paid in advance, the Company shall go into liquidation, either voluntary or otherwise, before the full amount of the money so advanced shall have become due by the member to the Company for installments or calls, or any other manner, the member making such advance shall be entitled (as between himself and the other members) to receive back from the Company the full balance of such moneys rightly due to him by the Company in priority to any payment to members on account of capital.

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No right to vote		(2)	The member making such advance shall not, however, be entitled to any voting rights in respect of the moneys so advanced by him until the same would, but for such payment, become presently payable.
VII. FORFEITURE OF AND LIEN ON SHARES
If call or installment not paid notice to be given to member	41		If any member fails to pay any money due from him in respect of any call made or amount or installment as provided in Article 35 on or before the day appointed for payment of the same, or any such extension thereof as aforesaid or any interest due on such call or amount or installment or any expenses that may have been incurred thereon, the Directors or any person authorised by them for the purpose may, at any time thereafter, during such time as such money remains unpaid, or a judgement or a decree in respect thereof remains unsatisfied in whole or in part, serve a notice in the manner hereinafter provided for the serving of notices on such member or any of his legal representatives or any of the persons entitled to the share by transmission, requiring payment of the money payable in respect of such share, together with such interest and all expenses (legal or otherwise) incurred by the Company by reason of such non-payment.
Term of notice	42		The notice shall name a day (not earlier than the expiration of fourteen days from the date of the notice) and a place or places on or before and at which the money due as aforesaid is to be paid. The notice may also state that in the event of the non-payment of such money at or before the time and the place appointed, the shares in respect of which the same owed will be liable to be forfeited.

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In default of payment shares may be forfeited	43	If the requirements of any such notice as aforesaid are not complied with, every or any share in respect of which the notice is given may, at any time thereafter before payment of all calls or amounts or installments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends and bonuses declared in respect of the forfeited shares and not actually paid before the forfeiture.
Notice of forfeiture Entry of forfeiture in register of members	44	When any share shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture or to any of his legal representatives, or to any of the persons entitled to the share by transmission and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register of Members. The provisions of this Article are, however, directory only and no forfeiture shall in any manner be invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.
Forfeited shares to become property of the Company and may be sold etc.	45	Any share so forfeited shall be deemed to be the property of the Company and the Board may sell, re-allot or otherwise dispose of the same, either to the original holder thereof or to any other persons, and either by public auction or by private sale and upon such terms and in such manner as the Directors shall think fit.
Forfeiture may be remitted or annulled	46	In the meantime, and until any share so forfeited shall be sold, re-allotted or otherwise dealt with as aforesaid, the forfeiture thereof may at the discretion and by a resolution of the Board, be remitted or annulled as a matter of grace and favour but not as of right, upon such terms and conditions as they think fit.

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Members still liable to pay money due notwithstanding the forfeiture	47	Any member whose shares have been forfeited shall, notwithstanding the forfeiture, remain liable to pay and shall forthwith pay to the Company all calls, amounts, installments, interest expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon, from the time of the forfeiture until payment, at the rates, not exceeding ten percent per annum as the Board may determine, in the same manner in all respects as if the shares had not been forfeited, without any. deduction or allowance for the value of the shares at the time to the forfeiture and the Board may enforce the payment thereof if they think fit (but without being under any obligation so to do) without entitling such member or his representative to any remission of such forfeiture or to any compensation for the same, unless the Directors shall think fit to make such compensation, which they shall have full power to do, in such manner and on such terms on behalf of the Company as they shall think fit.
Effect of forfeiture	48	The forfeiture of a share shall involve the extinction of all interest in and of all claims and demands against the Company of the member in respect of the share and ail other right of the member incident to the share except only such of those rights as by these Article are expressly saved.
Surrender of shares	49	The Directors may, subject to the provision of the Act, accept a surrender of any share from or by any member desirous of surrendering those on such terms as they think fit.

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Certificate of forfeiture	50	A certificate in writing, under signature of one Director and countersigned by any other person who may be authorised for the purpose by the Board, that the call, amount or installment in respect of a share was made or was due or the interest in respect of a call, amount or installment was or the expenses were payable, as the case may be, the notice thereof as aforesaid was given and default in payment was made and that the forfeiture of the share was made by a resolution of the Board to the effect, shall be conclusive evidence of the facts stated therein as against all persons entitled to or interested in such share.
Title of Purchaser and allottee For forfeited Shares	51	The Company may receive the consideration, if any, given for the share on any sale, re-allotment or other disposition thereof and the person to whom such share is sold, re-allotted or disposed of may be registered as the holder of the share and shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share.
Company’s lien on shares	52	The Company shall have a first and paramount lien upon all the shares not being fully paid-up shares, registered in the name of each member (whether solely or jointly with another or others) and upon the proceeds of sale thereof, for all moneys from time to time due or payable by him to the Company for calls made and all amounts or installments as provided by Article 35 payable in respect of such shares and no equitable interest in any shares shall be created except upon the footing and condition that Article 25 hereof is to have full effect. Any such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.

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		The Board may at any time declare any shares to be exempt, wholly or partially from the provisions of this Article.
Lien enforced by sale	53	For the purpose of enforcing such lien, the Directors may sell, the shares subject thereto in such manner as they think fit and transfer the same to the name of the purchaser, without any consent and notwithstanding any opposition on the part of the indebted member or any other person or persons interested therein and a complete title to the shares which shall be sold and transferred shall be acquired by the purchaser, by virtue of such sale and transfer, against such indebted member and all persons claiming with or under him whether he may be indebted to the Company in point of fact or not. But no such sale shall be made until notice in writing stating the amount due or specifying the liability of engagement and demanding payment or fulfillment or discharge thereof and of the intention to sell in default shall have been served upon such member or his heirs, executors, administrators, representatives or persons and default shall have been made by him or them in payment, fulfillment or discharge of such debts, liabilities or engagements for seven days after such notice.
Application of sale proceeds member	54	The net proceeds of any such sale after payment of the costs of such sale, shall be applied in or towards the satisfaction of such debts liabilities or engagements and the residue (if any) paid to such or any of his executors, administrators, representatives or assigns or any of the persons (if any) entitled by transmission to the shares sold.
Execution of instrument of transfer	55	Upon any sale after forfeiture or upon any sale for enforcing a lien, in purported exercise of the powers hereinbefore given, the Directors may appoint some person or persons to execute an instrument of transfer of the shares sold.

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Validity of sale of such shares	56	Upon any such sale after forfeiture or for enforcing a lien in purported exercise of powers the Board shall cause the purchaser’s name to be entered in the Register in respect of the shares sold and shall issue to the purchaser a certificate such as is specified in Article 50 hereof in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
VIII. TRANSFER AND TRANSMISSION OF SHARES
Register of Transfers	57	The Company shall keep a book called the ‘Register of Transfers’ and therein shall be fairly and distinctly entered the particulars of every transfer or transmission of any share in the Company.
Instrument of transfer to be executed by transferor and transferee	58	No transfer shall be registered unless a proper instrument of transfer has been delivered to the Company. Every instrument of transfer (which shall be in the form specified in the Rules) shall be duly stamped, dated and shall be executed by or on behalf of the transferor and the transferee and in the case of a share held by two or more holders or to be transferred to the joint names of two or more transferees by all such joint- holders or by all such joint transferees, as the case may be, several executors or administrators of a deceased member proposing to transfer the shares registered in the name of such deceased member shall all sign the instrument of

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			transfer in respect of the share as if they were the joint-holders of the share. The instrument of transfer shall specify the name, address and occupation, if any, of the transferee.
Death of one or more joint holders	59		In the case of the death of any one or more of the persons named in the Register as the joint-holders of any share, the survivor or survivors shall be the only persons recognised by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of the deceased joint-holder from any liability on the shares held by him jointly with any other person.
Title of share Of deceased member	60	(1)	On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.
		(2)	Where there is no, nominee, the executors or administrators of a deceased member not being one of several joint-holders shall be the only persons recognised by the Company as having any title to the shares registered in the name of such deceased member, and the Company shall not be bound to recognise such executors or administrators, unless they shall have first obtained probate or letters of administration or other legal representation, as the case may be, provided nevertheless, the Directors, in any case where they in their absolute discretion think fit, may dispense with the production of Probate or Letters of Administration or such other legal representation, upon such terms as to

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		indemnity or otherwise as they may deem fit and under the next Article, register the name of any person who claims to be absolutely entitled to the shares standing in the name of the deceased member as a member in respect of such shares.
Registration Of person Entitled to Shares Otherwise Than by Transfer (transmission clause)	61	Subject to the provisions of the last preceding Article, any person to whom the right to any share has been transmitted in consequence of the death or insolvency of any member or otherwise by operation of law may, with the consent of the Board (which they shall not be under any obligation to give) and upon his producing such evidence that he sustains the character in respect of which he proposes to act under the Article and of his title as the Directors think sufficient be registered as a member in respect of such shares . This clause is hereinafter referred to as the ‘transmission clause’. A transfer of the share or other interest in the Company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of effecting the transmission.
Evidence of transmission to be verified	62	Every transmission of a share shall be verified in such a manner as the Directors may require and the Company may refuse to register any such transmission until the same be so verified or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient; provided nevertheless, that there shall not be any obligation on the Company or the Directors to accept any indemnity, the Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if he were the transferee named in an ordinary transfer presented for registration.

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Rights of such person	63		A person entitled to share by transmission may, until the Directors otherwise determine as provided in Article 129, receive and give discharge for any dividends, bonuses or other moneys payable in respect of the share, but he shall not be entitled to vote at any meetings of the Company and to any of the rights and privileges of a member, unless and until he shall have become a member in respect of the shares.
Procedure on application for transfer	64		An application for the registration of a transfer of shares or other interest of a member in the Company may be made either by the transferor or the transferee. Where such application is made by the transferor and relates to partly paid shares, the transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the delivery of the notice.
Transfer to be left at office with certificate and with evidence of title	65	(1)	It shall not be lawful for the Company to register a transfer of any shares unless the proper instrument of transfer duly stamped, dated and executed by or on behalf of the Transferor and by or on behalf of the Transferee and specifying the name and address and occupation of the Transferee has been delivered to the Company along with the scrip and if no such scrip is in existence, along with the letter of allotment of the shares. Where the proper instrument of transfer is not received by the Company within a period of two months from the date on which the instrument is dated, the Directors may at their sole discretion be entitled to seek such documentation including indemnities as it may deem fit, from both

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			the transferor and transferee, or from the person who has lodged the same for transfer, and the Board may at its sole discretion be entitled to give effect to the transfer on receipt of such documentation and indemnities (save where an order of a competent court is produced, the Board shall then give effect to the transfer).
		(2)	If the Company refuses to register the transfer of any shares, the Company shall within one month from the date on which the instrument of transfer is lodged with the Company send to the Transferee and the Transferor notice of the refusal as provided in Article 66.
		(3)	Nothing in clause (1) shall prejudice any power of the Company to register as shareholder any person to whom the right to any share has been transmitted by operation of law.
		(4)	Nothing in this Article shall prejudice any power of the Company to refuse to register the transfer of any share.
Directors may decline to register transfers	66		The Board may, at its absolute and uncontrolled discretion and without assigning or being under any obligation to give any reason, decline to register or acknowledge any transfer or transmission of shares and in particular, may so decline in any case in which the Company has a lien upon the shares or any of them or in the case of shares not fully paid-up whilst any moneys called or payable at a fixed time in respect of the shares desired to be transferred or any of them remain unpaid or unless the transferee is approved by the Board. Nothing in Section 56 of the Act shall prejudice this power to refuse to register the transfer of or the transmission by operation of law of the right to, any shares or interest of a member in or debentures of the Company. The

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		registration of a transfer shall be conclusive evidence of the approval by the Board of the transferee, but so far only as regards the share or shares in respect of which the transfer is so registered and not further or otherwise and not so as to debar the Board to refuse registration of any further shares applied for. If the Board refuses to register the transfer or transmission of any shares notice of the refusal shall within two months from the date on which the instrument of transfer on intimation of transmission was delivered to the Company be sent to the Transferee and the Transferor or to the person giving intimation of the transmission, as the case may be.
Transferor to remain holder of shares till transfer registered	67	The Transferor shall be deemed to remain the holder of the shares until the name of the transferee shall be entered in the Register of Members.
Registered transfer to remain with Company	68	Every instrument of transfer which shall be registered shall remain in the custody of the Company. If the transfer relates to the only share or all the shares comprised in the certificate, such certificate or a new certificate in lieu thereof shall, after the registration of the transfer, be delivered to the transferee and if the transfer relates only to a part of the shares comprised in the certificate, the same shall, on registration of the transfer be retained by the Directors and cancelled and new certificates will be issued to the transferor and the transferee in respect of the shares respectively, held by them.
Transfer books and Register may be closed for not more than 45 days in the year	69	The Directors shall have power on giving seven days’ notice by advertisement as required by Section 91 of the Act to close the Transfer Book and Register of Members of such period or periods of time in every year as to them may seem expedient, but not exceeding 45 days in any year and not exceeding 30 days at any one time.

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The Company not liable for disregard of any notice prohibiting registration of a transfer	70		The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made, by an apparent legal owner thereof (as shown or appearing in the Register of Members), to the prejudice of any person or persons having or claiming any equitable right, title or interest to or in the same shares, notwithstanding that the Company may have had notice of such equitable right title or interest or prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company; and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some books of the Company; but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Directors shall so think fit.
Transfer of debentures	71		The provision of these Articles shall mutatis mutandis apply to the transfer or transmission by operation of law of debentures of the Company.
IX. ALTERATION OF SHARE CAPITAL
Company may alter its Capital in certain ways	72		The Company may by Ordinary Resolution so alter the conditions of its Memorandum of Association as :-
		(1)	to increase its share capital by such amount as it thinks expedient by issuing new shares;
		(2)	to consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

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		(3)	to convert all or any of its fully paid-up shares into stock and reconvert that stock into fully paid-up shares of any denominations;
		(4)	to sub-divide its shares or any of them into shares of smaller amount than is fixed by its Memorandum of Association, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived.
		(5)	to cancel any shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.
Increase of Capital by The Directors and how carried into effect	73		The Directors may from time to time without any sanction of the Company, whenever all the shares in the issued capital shall not have been subscribed and whether all the shares for the time being subscribed shall have been fully called up or not, issue further shares of such value as they may think fit out of the unsubscribed balance of the issued capital. Such further shares shall be issued upon such terms and conditions (and if preference shares upon such conditions as to redemption) and with such rights and privileges annexed thereto as the Board shall direct and in particular, such shares may be issued with a preferential or qualified right to dividend and in the distribution of assets of the Company and subject to the provisions of Section 47 of the said Act with a special or without any right of voting and the Board may dispose of such shares or any of them either at par or at a premium, to any members or any class thereof or in such other manner as the Board may think most beneficial to the Company.

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Further Issue of capital	74	(1)		Where it is proposed to increase the subscribed capital of the Company by the issue of new shares:
			(i)	such new shares shall be offered to the persons who, at the date of the offer are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit to the capital paid-up on these shares at that date;
			(ii)	the offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined;
			(iii)	The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice shall contain a statement of this right;
			(iv)	after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner as they think most beneficial to the Company.
			(v)	To employees under a scheme of employees’ stock option, subject to Special Resolution passed by the company and subject to such conditions as may be specified in the relevant Rules.

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			(vi)	To any persons, by way of passing a Special Resolution to that effect, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be specified in the relevant Rules
		(2)		Whenever any shares are to be offered to the members the Directors may dispose of any such shares which, by reason of the proportion borne by them to the number of persons entitled to such offer or by reason of any other difficulty in apportioning the same cannot in the opinion of the Directors be conveniently offered to the members.
		(3)		The right to issue further shares provided in this clause, shall include a right to the Company, to issue any instrument, including Global Depositary Receipt.
How far new share In original capital	75			Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by creation of new shares shall be considered as part of the capital and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer, transmission, forfeiture, lien, surrender; voting and otherwise in all respects as if it had been the original capital.
Notice of increase of capital	76			The Directors shall, whenever there is a change in the share capital , file with the Registrar of Companies notice of the increase of the capital as provided by Section 64 of the said Act within thirty days after the passing of the resolution authorising the increase.

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Transfer of Stock	77	(1)	When any shares shall have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest, in the same manner and subject to the same regulations as and subject to which shares in the Company’s capital may be transferred or as near thereto as circumstances will admit. But the Board may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but with full power, nevertheless, at the discretion to waive such rules in any particular case.
		(2)	Notice of such conversion of shares into stock or reconversion of stock into shares shall be filed with the Registrar of Companies as provided in the said Act.
Rights of stock-holders	78		The stock shall confer on the holders thereof respectively the same privileges and advantages, as regards participation in profits and voting at meetings of the Company and for other purposes, as would have been conferred by shares of equal amount in the capital of the Company of the same class as the shares from which such stock was converted but no such privileges or advantages, except the participation in profits of the Company or in the assets of the Company on a winding up, shall be conferred by any such aliquot part of, consolidated stock as would not, if existing in shares, have conferred such privileges or advantages. No such conversion shall affect or prejudice any preference or other special holders of the share and authenticated by such evidence (if any) as the provisions herein contained shall, so far as circumstances will admit, apply to stock as well as to shares and the words “share” and “shareholder” in these presents shall include “stock” and “stock-holder”.

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X. REDUCTION OF CAPITAL
Reduction of capital	79			The Company may from time to time by Special Resolution, in such manner specified in the Act and subject to such consents as may be required under any other law for the time being in force, reduce in any manner:
		(1)		its share capital
		(2)		any capital redemption reserve account;
				or
		(3)		any securities premium account.
Provisions relating to the redemption of preference shares	80	(1)		Subject to the provisions of Section 55 of the said Act, whenever any preference shares are issued which are or at the option of the Company are to be liable to be redeemed, the following provisions shall take effect :
			(i)	No such shares shall be redeemed except out of the profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption.
			(ii)	No such shares shall be redeemed unless are fully paid.
			(iii)	The premium, if any payable on redemption must be provided for out of the profits of the Company or out of the Company’s Securities Premium Account before the shares are redeemed.
			(iv)	Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue there shall, out of profits which would otherwise have been available for dividend be transferred to the Capital Redemption Reserve Account, a sum equal to the nominal amount of the share redeemed.

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(2)	Subject to the provisions of Section 55 of the Act and these Articles the redemption of preference shares hereunder may be effected in accordance with the terms and conditions of their issue and in the absence of any such terms and conditions in such manner as the Directors may think fit.
(3)	The redemption of preference shares under this provision by the Company shall not be taken as reducing the amount of its authorised share capital.
(4)	Where the Company has redeemed or is about to redeem any preference shares, it shall never have power to issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued; and accordingly the share capital of the Company shall not, for the purpose of calculating the fees payable under Section 385 of the said Act, be deemed to be increased by the issue of shares in pursuance of this Article.
	Provided that, where new shares are issued before the redemption of the old shares, the new shares shall not so far as related to stamp duty, be deemed to have been issued in pursuance of this Article unless the old shares are redeemed within one month after the issue of the new shares.
(5)	The Capital Redemption Reserve Account may, notwithstanding anything in this Article, be applied by the Company, in paying up unissued shares of the Company to be issued to members of the Company as fully paid bonus shares.

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XI. MODIFICATION OF RIGHTS
Power to modify rights	81	(1)	Whenever the share capital by reason of issue of Preference Shares or otherwise is divided into different classes of shares, all or any of the rights and privileges attached to each class may, subject to the provisions of Section 48 of the Act, be varied, commuted, affected, abrogated or dealt with by agreement between the Company and any person purporting to contract on behalf of that class provided such agreement is ratified in writing by holders of at least three-fourths of nominal value of the issued shares of the class or is sanctioned by Special Resolution passed at a separate meeting of the holders of the shares of that class and supported by the votes of the holders of not less than three-fourths of the shares of that class.
Article 81 not to derogate from company’s powers		(2)	This Article is not to derogate from any power the Company would have if this Article were omitted and in particular the powers under Chapter XV of the said Act or Chapter V of the Companies Act, 1956, whichever is in force for the time being.
			The dissentient members shall have the right to apply to Tribunal in accordance with the provisions of Section 48 of the Act.
XII. JOINT HOLDERS
Joint Holders	82	(1)	Where two or more persons are registered as the holders of any Securities they shall be deemed (so far as the Company is concerned) to hold the same as joint tenants with benefits of survivorship subject to the following and other provisions contained in these Articles.
No transfer to more than three persons		(2)	The Company shall be entitled to decline to register more than three persons as the joint holders of any Securities.
Liabilities of holders		(3)	The joint holders of any Security shall be liable severally as well as jointly for and in respect of all calls or installments and other payments which ought to be made in respect of such Securities.

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Death of Joint holders	(4)	On the death of any one or more of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to the share but the Board may require such evidence of death as they may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person.
Receipt of one sufficient	(5)	Any one of such joint holders may give effectual receipts for any dividends or other moneys payable in respect of such Security.
Delivery of Certificate and giving of notices to first named holder	(6)	Only the person whose name stands first in the Register of Members (or the relevant register maintained for that Security) as one of the joint holders of any shares shall be entitled to delivery of the certificate relating to such or to receive notices (which expression shall be deemed to include all Documents) from the Company and any notice given to such person shall be deemed notice to all the joint holders.
Votes of Joint holder	(7)	Any one of two or more joint holders may vote at any meeting (including voting by postal ballot and by electronic voting) either personally or by an agent duly authorised under a power of attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney that one of such persons so present whose name stands first or higher (as the case may be) on the Register in respect of such Security shall alone be entitled to vote in respect thereof. Provided always that a person present at any meeting personally shall be entitled to vote in preference to a

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			person, present by an agent, duly authorised under a power of attorney or by proxy although the name of such persons present by an agent or proxy stands first in the Register in respect of such shares. Several executors of a deceased member in whose (deceased member’s) sole name any Security stands shall for the purpose of this sub-clause be deemed joint holders.
XIII. GENERAL MEETING
Annual General Meeting	83		The Company shall, in addition to any other meetings which are hereinafter referred to as “Extraordinary General Meeting”, hold a General Meeting which shall be styled its Annual General Meeting at the intervals and in accordance with the provisions of the Act.
Directors may call Extraordinary General Meetings	84		The Directors may call Extraordinary General Meetings of the Company whenever they think fit and such meetings shall be held at such place and time as the Directors think fit.
Power of Tribunal to call General Meeting	85	(1)	If the default is made in holding an Annual General Meeting in accordance with Section 96 of the Act, the Tribunal may, notwithstanding anything in the Act, (or in the Articles of the Company) on the application of any member of the Company, call or direct the calling of a General Meeting of the Company, and give such ancillary or consequential directions as the Central Government thinks expedient in relation to the calling, holding and conducting of the meeting.
			Explanation: - The directions that may be given, may include a direction that one member of the Company so present in person or by proxy shall be deemed to constitute a meeting.

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		(2)	A General Meeting held in pursuance of sub-clause (i) shall subject to any directions of the Tribunal be deemed to be an Annual General Meeting of the Company.
Calling of Extraordinary General Meeting on requisition	86	(1)	The Board of Directors of the Company shall on the requisition of such number of members of the Company as is specified in sub-clause (4) forthwith proceed duly to call an Extraordinary General Meeting of the Company.
		(2)	The requisition shall set-out the matters for the consideration of which the meeting is to be called shall be signed by the requisitionists and shall be sent to the Registered Office of the Company.
		(3)	The requisition may consist of several documents in like form each signed by one or more requisitionists.
		(4)	The number of members entitled to requisition a meeting in regard to any matter shall be such number of them as hold both on the date of such requisition and on the date of receipt of the requisition not less than one-tenth of such of the paid-up capital of the Company as at that date carries the right of voting in regard to that matter.
		(5)	Where two or more distinct matters are specified in the requisition, the provisions of sub-clause (4) shall apply separately in regard to each such matters and the requisition shall accordingly be valid only in respect of these matters in respect to which the conditions specified in that sub-clause is fulfilled.
		(6)	If the Board does not, within twenty one days from the date of the receipt of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty five days from the date of receipt of the requisition, the meeting may be called and held by the requistionists themselves within a period of three months from the date of the requisition.

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		Explanation:- For the purposes of this sub-clause, the Board shall in the case of a meeting at which a resolution is to be proposed as a Special Resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by sub-section (2) of Section 114.
(7)		A meeting called under sub-clause (6) by the requisitionists or any of them -
	(a)	shall be called in the same manner as nearly as possible as that in which meetings are to be called by the Board; but
	(b)	shall not be held after the expiration of three months from the date of the deposit of the requisition.
	(c)	shall convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day.
(8)		Where two or more persons hold any shares or interest in a Company jointly, a requisition or a notice calling a meeting signed by one or only some of them shall for the purposes of this Section have the same force and effect as if it has been signed by all of them.
(9)		Any reasonable expenses incurred by the requisitionists by reasons of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company; and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default.

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Length of Notice for calling meeting	87		(1)	A General Meeting of the Company may be called by giving at least clear twenty one day’s notice in writing or through electronic mode but a General Meeting may be called after giving shorter notice if consent is given in writing or by electronic mode by not less than ninety five percent of the members entitled to vote at such meeting. Provided that where any members of the Company are entitled to vote only on some resolution or resolutions to be moved at meeting and not on others, those members shall be taken into account for the purposes of this clause in respect of the former resolution or resolutions and not in respect of the latter.
Contents of Notice		(2)		Notice of every general meeting of the Company shall specify the place, date, day and the hour of the meeting and shall contain a statement of the business to be transacted thereat.
To whom notice to be given		(3)		Such notice shall be given -
			(i)	to every member of the Company, legal representative of any deceased Member or the assignee of an insolvent Member;
			(ii)	to the auditor or auditors of the Company; and
			(iii)	to every Director of the Company.
			(iv)	to every trustee for the debenture holder of any debentures issued by the Company.
Omission to give notice or non-receipt of notice shall not invalidate proceedings		(4)		The accidental omission to give notice to or the non-receipt of notice by, any member or other person to whom it should be given shall not invalidate the proceedings at the meeting.

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Proxy		(5)		In every notice calling a meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or where that is allowed one or more proxies, to attend and vote instead of himself and that a proxy need not be a member.
Explanatory statements		(6)		Where any items of business to be transacted at the meeting are deemed to be special as provided in Article 88 there shall be annexed to the notice of the meeting a statement setting out all materials facts concerning each such item of business namely:
		(a)		The nature of concern or interest, financial or otherwise, if any of the following persons, in respect of each item of:
			(i)	every Director and the Manager; if any;
			(ii)	every other Key Managerial Personnel; and
			(iii)	relatives of the persons mentioned in sub-clause (i) and (ii);
		(b)		Any other information and facts that may enable members to understand the meaning, scope and implementation of the items of business and to take decision thereon.
Inspection of documents referred in the explanatory statement		(7)		Where any item of business consists of the according of approval to any document by the meeting the time and place where the document can be inspected shall be specified in the statement aforesaid.
Business to be transacted at meetings	88			In the case of an Annual General Meeting all business to be transacted at the meeting shall be deemed special with the exception of business relating to (i) the consideration of the Financial

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		Statements, (including the consolidated financial statements, if applicable), and the Reports of the Board of Directors and Auditors, (ii) the declaration of a dividend, (iii) the appointment of Directors in the place of those retiring and (iv) the appointment of and the fixing of the remuneration of the Auditors. In the case of any other meeting all business shall be deemed special.
Circulation of members resolutions	89	Upon a requisition of members complying with Section 111 of the said Act, the Directors shall comply with the obligations of the Company under the said Act relating to circulation of members’ resolutions and statements.
Certificate conclusive as to Meeting having been duly called	90	A certificate in writing, signed by the Secretary or by a Director or some officer or agent appointed by the Board for the purpose, to the effect that according to the best of its belief the notices convening the meeting have been duly given shall be prima facie evidence thereof.
Security arrangement at venue of meetings.	91	The Board, and the persons authorised by it, shall have the right to take and/or make suitable arrangements for ensuring the safety of any meeting – whether a general meeting or a meeting of any class of Security, or of the persons attending the same, and for the orderly conduct of such meeting, and notwithstanding anything contained in this Articles, any action, taken pursuant to this Article in good faith shall be final and the right to attend and participate in such meeting shall be subject to the decision taken pursuant to this Article.
XIV. PROCEEDINGS AT GENERAL MEETINGS AND ADJOURNMENT THEREOF
Business which may not be transacted at the meeting	92	No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any business a statement of which has not been specified in the notice convening the meeting except as provided in the said Act.

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Presence of Quorum	93	No business shall be transacted at any General Meeting, unless the requisite quorum is present at the time when the meeting proceeds to business. The quorum for a general meeting shall be the presence in person of such number of members as specified in Section 103 of the Act. Subject to Article 82(7) when more than one of the joint-holders of a share is present only one of them shall be counted for ascertaining the quorum. Several executors or administrators of a deceased person in whose sole name shares stand shall for the purpose of this clause be deemed joint holders thereof.
If quorum not present, when meeting to be dissolved and when to be adjourned	94	If, within half an hour from the time appointed for holding the meeting, a quorum of members is not present, the meeting if convened by or upon such requisition of members as aforesaid shall be dissolved, but in any other case it shall stand adjourned pursuant to the provisions of sub-section (2) of section 103 of the Act.
Adjourned meeting to transact business even If no quorum present	95	If at such adjourned meeting a quorum of members is not present within half an hour from the time appointed for holding the meeting, the members present, whatever their number, shall be a quorum and may transact the business and decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place, if a quorum had been present thereat.
General Meeting	96	The Chairman of the Board (whether Member or not) shall if present and willing, be entitled to take the chair at every General Meeting, whether Annual or Extraordinary, but if there be no such Chairman or in case of his being present

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		or being unwilling or failing to take the chair within fifteen minutes of the time appointed for holding such meeting, the members present shall choose another Director (whether Member or not) as Chairman and if all the Directors present decline to take the chair or if there be no Director present, then the members present shall choose one of their own members to be Chairman of the meeting. If a poll is demanded it shall be taken forthwith in accordance with the provisions of sub-section (2) of section 104. The Chairman elected on a show of hands shall exercise all the powers of the Chairman for the purpose of such poll. If some other person is elected Chairman as a result of such poll, he shall be the Chairman for the rest of the meeting. The Chairman be permitted to hold the position of both the Chairman of the Board and/or General Meeting as well as Managing Director/CEO/equivalent position thereof in the Company as per the recommendations of the appropriate committee of the Directors and approved by the Board of Directors and as permitted by applicable laws from time to time
When chair vacant business confined to election of Chairman	97	No business shall be transacted at any General Meeting, except the election of Chairman, whilst the chair is vacant.
Chairman with consent of members may adjourn meeting	98	The Chairman may, with the consent of a majority of the members personally present at any meeting, adjourn such meeting from time to time and from place to place in the city, town or village where the Registered Office of the Company be situate but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. A resolution passed at an adjourned meeting of the Company shall

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				be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date.
Notice of adjournment	99			Whenever any meeting is adjourned for thirty days or more notice of such adjourned meeting shall be given as in the case of an original meeting.
Chairman’s declaration of result of voting by show of hands	100	(1)		At any General Meeting, a resolution put to vote of the meeting shall, unless a poll is demanded under Section 109, or if the voting is carried out electronically be decided on a show of hands. Such voting in a general meeting or by postal ballot shall also include electronic voting in a General Meeting or Postal Ballot as permitted by applicable laws from time to time.
Chairman’s declaration of result of voting by show of hands conclusive.		(2)		A declaration by the Chairman in pursuance of clause (1) hereof that on a show of hands a resolution has or has not been carried or has or has not been carried either unanimously or by a particular majority and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number of proportion of the votes cast in favour of or against such resolution.
Casting vote Of the Chairman	101			In case of an equality of votes the Chairman of any meeting shall both on the show of hands and at a poll (if any) held pursuant to a demand made at such meeting, have a second or casting vote.
Minutes of Proceedings Of General Meetings of Board and Other meeting	102	(1)	(a)	The Company shall cause minutes of all proceedings of General Meetings of any class of shareholders or creditors, and every resolution passed by postal ballot and of all proceedings at meetings of its Board of Directors or of committees of the Board, to be entered in books kept for the purpose

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		(b)	The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.
		(c)	All appointments of officers made at any time of the meetings aforesaid shall be included in the minutes of the meeting.
		(d)	In case of a meeting of the Board of Directors or of a Committee of the Board, the minutes shall also contain : (i) the names of the Directors present at the meeting; and the names of the Directors who are present through video or other audio-visual means. (ii) in the case of each resolution passed at the meeting, the name of the Directors, if any, dissenting from or not concurring on the resolution.
		(e)	There shall not be included in the minutes, any matter which, in the opinion of the Chairman of the meeting :
			(i) is or could reasonably be regarded as defamatory of any person;
			(ii) is irrelevant to the interests of the Company; or
			(iii) is detrimental to the interests of the Company.
			Explanation: - The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in this Article.
Minutes to be evidence	(2)		Any such minute, if purporting to be signed by the Chairman of the meeting at which the proceedings took place or by the Chairman of the next succeeding meeting, shall be evidence of the proceedings.

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Presumption to be drawn where minutes duly drawn and signed		(3)		Where the minutes have been kept in accordance with clause (1) hereof; then until the contrary is proved, the meeting shall be deemed to have been duly called and held and all proceedings thereat to have duly taken place and the resolution passed by circulation, postal ballot or other permitted means shall be construed to have been duly passed, and in particular all appointments of Directors, Key Managerial Personnel, Auditors or Company Secretary in practice, made at the meeting shall be deemed to be valid, including the matters that are required to be transacted at a meeting of the Board as specified in Section 179 of the said Act.
Inspection of Minute Books of General Meeting	103	(1)		The books containing the minutes of the proceedings of General Meetings of the Company shall -
			(a)	be kept at the registered office of the Company; and
			(b)	be open during business hours to the inspection of any member without charge subject to such reasonable restrictions as the Company may impose so however that not less than two hours in each day are allowed for inspection.
		(2)		Any member shall be entitled to be furnished within seven working days after he has made request in that behalf to the Company with a copy of any Minutes referred to in sub-clause (1) on payment of Rs.10/- for every page or part thereof required to be photocopied and that the Company shall comply with provisions of Section 119 of the Act.
Other registers	104			The provisions contained in Article 103 shall mutatis mutandis apply to other registers maintained under the provisions of the said Act, that can be inspected by an eligible person.

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Publication of reports of proceedings of General Meeting	105	No document purporting to be a report of the proceedings of any General Meeting of the Company shall be circulated or advertised at the expense of the Company unless it includes the matters required by Section 118 of the Act to be contained in the Minutes of the proceedings of such meeting.
XV. VOTING RIGHTS AND PROXY
Indebted members not to vote	106	No member shall be entitled to exercise any voting right on any question either personally or by proxy or upon poll (including voting by electronic means) in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has or has exercised any right of lien.
Restrictions on exercise of voting rights in other cases to be void	107	A member is not prohibited from exercising his voting right on the ground that he has held his share or other interest in the Company for any specified period preceding the date on which the vote is taken, or on any other ground not being a ground set out in Article 106.
Vote of person of unsound mind	108	A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or at a poll by his committee or other legal guardian and not otherwise, and any such committee or guardian may, on a poll, vote by proxy.
Votes in respect of Securities under dispute	109	Notwithstanding anything contained in this Articles, where the title to any Securities is under dispute before any court, where no injunction subsists (or direction made) as to the exercise of voting rights or other rights of a member including the rights attached to such Securities, the Board shall be entitled to suspend any such right aforesaid.

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Representation of corporations	110		A Member being a Body Corporate (whether a company within the meaning of the said Act or not) may by resolution of its Board of Directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the Company, or at any meeting of any class of members of the Company. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the Body Corporate which he represents as that body could exercise if it were a member, creditor or holder of debentures of the Company.
Number of votes to which member is entitled	111	(1)	Subject and without prejudice to any special privileges or restrictions or conditions for the time being attached to or affecting the preference or other special classes of shares, if any, issued by and for the time being forming part of the capital of the Company every member, entitled to vote under the provisions of these presents and not disqualified by the provisions of Articles 106, 108 and 109 or by any other Article shall on a show of hands have one vote and upon a poll every member, present in person or proxy or agent duly authorised by a power-of-attorney or representative duly authorised and not disqualified as aforesaid, shall have voting rights in proportion to his share of the paid-up equity capital of the Company subject however to any limits imposed by law. But no member shall have voting right in respect of any moneys paid in advance as provided by Article 40(2).
No voting by proxy on show of hands		(2)	No member not personally present shall be entitled to vote on a show of hands unless such member is a Body

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			Corporate present by proxy or by a representative duly authorised under Section 113 of the Act in which case such proxy or representative may vote on a show of hands as if he were a member of the Company.
		(3)	A Member may exercise his vote, in respect of items of business to be transacted for which notice is issued, by electronic means in accordance with Section 108, and shall vote only once.
Right to use votes differently	112		On a poll taken at a meeting of the Company a member entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. A member or his proxy who votes shall be deemed to have used all his votes unless he expressly gives written notice to the contrary at the time he casts any votes.
Instrument of proxy to be in writing	113		Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself but a proxy so appointed shall not have any right to speak at the meeting and shall not be entitled to vote except on a poll. A person shall (a) not act as proxy for more than 50 Members and holding in aggregate not more than 10% of the total share capital of the Company; (b) not act as proxy for more than one Member, if that Member holds more than 10% of the total share capital of the Company.
Proxy may demand poll	114		The instrument appointing a proxy shall be in writing and shall be signed by the appointer or his attorney duly authorised in writing. If the appointer is a Body Corporate such instrument shall be under its seal or be signed by an officer or an attorney duly authorised by it, or by

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		the persons authorised to act as the representative of such company under Article 110. Any instrument appointing a proxy to vote at a meeting shall be deemed to include the power to demand or join in the demand for a poll on behalf of the appointer, where a poll has not been ordered to be carried out electronically.
Instrument of proxy to be deposited at the Registered Office	115	No instrument of proxy shall be treated as valid and no person shall be allowed to vote or act as proxy at any meeting under an instrument of proxy, unless such instrument of proxy and power-of-attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall have been deposited at the Registered Office of the Company at least forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the persons named in such instrument proposes to vote. An instrument appointing a proxy or an attorney permanently or for a certain period once registered with the Company need not be again registered before each successive meeting and shall be in force until the same shall be revoked. Notwithstanding that a power-of-attorney or other authority has been registered in the records of the Company, the Company may by notice in writing addressed to the member or to attorney at least seven days before the date of a meeting require him to produce the original power-of-attorney or authority and unless the same is thereupon deposited with the Company the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and deposit.
Custody of the instrument of appointment	116	If any such instrument of appointment be confined to the objects of appointing an attorney or proxy or substitute, it shall

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			remain, permanent or for such time as the Directors may determine in the custody of the Company and if embracing other objects, a copy thereof, examined with the original shall be delivered to the Company to remain in the custody of Company.
Form of Proxy	117		The instrument appointing a proxy whether for a specified meeting or otherwise shall be in Form MGT-11
Vote of proxy how far valid	118	(1)	A vote given in pursuance of an instrument of proxy shall be valid, notwithstanding the previous death of the principal or the revocation of the proxy or any power-of-attorney under which such proxy was signed or the transfer of the shares in respect of which the vote is given provided no intimation in writing of the death, revocation or transfer shall have been received at the Registered Office of the Company before the vote is given.
		(2)	In case of e-voting, a Member shall be deemed to have exercised his voting rights by himself, even if any other person had voted using the login credentials of that Member.
Time for objection to vote	119		No objection shall be made to the validity of any vote except at the meeting or adjourned meeting or poll at which such vote shall be tendered and every vote whether given personally or by proxy, and not disallowed at such meeting or poll, shall be deemed valid for all purposes of such meeting or poll whatsoever.
Chairman sole judge of the validity of a vote	120		The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting and the Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll. The Chairman shall be assisted by a scrutinizer, appointed by the Board for this purpose.

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XVI. CAPITALISATION OF PROFITS AND DIVIDENDS
The Company in General Meeting may declare a dividend	121	The Company in General Meeting may declare a dividend to be paid to the members according to their respective rights and interests in the profits, and may fix the time for the payment thereof.
Equal rights of Shareholders	122	Any share holder whose name is entered in the Register of Members of the Company shall enjoy the rights and be subject to the same liabilities as all other shareholders of the same class.
Power of Directors to limit dividend	123	No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting may declare a smaller dividend.
Dividends In proportion to the amount paid up.	124	Unless the Company otherwise resolves, dividends shall be paid in proportion to the amount paid up or credited as paid up on each share, where a larger amount is paid up or credited as paid up on some share than on others. Provided always that any capital paid up on a share during the period in respect of which a dividend is declared shall unless otherwise resolved be only entitled the holder of such share to a proportionate amount of such dividend from the date of payment.
Capital advanced on Interest not to earn dividends	125	Capital paid-up in advance of calls shall not confer a right to dividend or to participate in profits.
Dividends out of profits only and not to carry interest what to be deemed profits	126	No dividends shall be payable except out of profits of the Company of the year or any other undistributed profits and no dividend shall carry interest against the Company. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

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Ad-interim dividend	127		The Directors may, from time to time, declare and pay to the members such interim dividend as in their judgment the position of the Company justifies.
No member to receive dividend while indebted to the Company	128		No member shall be entitled to receive payment of any dividend in respect of any share or shares on which the Company has a lien, or whilst any amount due or owing from time to time to the Company, either alone or jointly with any other person or persons, in respect of such share or shares, or on any other account whatsoever, remains unpaid, and the Directors may retain, apply and adjust such dividend in or towards satisfaction of all debts, liabilities, or engagements in respect of which the lien exists, and of all such money due as aforesaid.
Retention of dividends until completion of transfer under the transmission clause	129		The Directors may retain the dividends payable upon shares in respect of which any person is under the transmission clause entitled to become a member, or which any person under the same clause is entitled to transfer, until such person shall become a member in respect thereof or shall duly transfer the same.
Transfer must be registered to pass right to dividend	130	(1)	A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.
		(2)	No dividend shall be paid by the Company in respect of any share except to the registered holder of such share or to his order or to his bankers or any other person as permitted by applicable law.
Dividend when and how to be paid	131		All dividends shall be paid by the cheque, or warrant in respect thereof shall be posted within thirty days of the date on which such dividend is declared by the Company. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or

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		responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person entitled thereto by forged endorsements on any cheque or warrant, or the fraudulent or improper recovery thereof by any other means.
Notice of dividends	132	Notice of the declaration of any dividend whether interim or otherwise, shall be given to the members in the manner hereinafter provided for giving of notice to member.
Production of share certificate when applying for dividends	133	The Directors may, if they think fit, call upon the members, when applying for dividends, to produce their share certificates to such person or persons appointed by them in that behalf.
Any one of Joint-holders of share may receive dividends	134	Any one of several persons who are registered as joint-holders of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.
Dividend payable in cash	135	No dividend shall be payable except in cash. Provided that nothing herein shall be deemed to prohibit the capitalisation of profits or reserves of the Company for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the Company. Provided further that any dividend payable in cash may be paid in cheque or warrant or in any electronic mode to the Member entitled to the payment of the dividend.
Dividend and call together Set off allowed	136	Any General Meeting declaring a dividend may make a Call on the Members of such amount as the meeting fixes and so that the Call be made payable at the same time as the dividend, and the dividend may, if so resolved by the Company in General Meeting be set off against the Calls.

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Capitalisation	137	(1)	A General Meeting of the Members, In a meeting in person or proxy or, through Postal Ballot or, by any other means, as may be permitted may on the recommendation of the Board, direct capitalisation of the whole or any part of the undivided profits for the time being of the Company or the whole or any part of the Reserve Fund or other funds of the Company including the moneys in the Securities Premium Account and the Capital Redemption Reserve Account or the premiums received on the issue of any shares, debentures or debenture-stock of the Company and that such sum be accordingly set free for the purpose, (1) by the issue and distribution, among the holders of the shares of the Company or any of them, in accordance with their respective rights and interests and in proportion to the amounts paid or credited as paid up thereon, of paid-up shares, debentures, debenture-stock bonds or other obligations of the Company, or (2) by crediting any shares of the Company which may have been issued and are not fully paid up, in proportion to the amounts paid or credited as paid up thereon respectively, with the whole or any part of the same.
		(2)	For the purposes above set out the Company may, subject to the provisions contained in section 63, apply: (i) its free reserves, (ii) the Securities Premium Account subject to the provisions of Section 52(2) of the said Act; (iii) the Capital Redemption Reserve Fund subject to the provisions of Section 55(4) of the said Act; and (iv) such other reserves or account as may be applied for issue of bonus shares.

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Date for determination of Members entitled to bonus, dividend and other actions of the company.	138			The Board shall have the right to fix a date for the purpose of determining the Members who are entitled to the payment of the dividend, or shares pursuant to the capitalisation of reserves, and for any other action of the Company that requires determination of the details of Members.
XVII. ACCOUNTS
Accounts	139	(1)		The Directors shall keep or cause to be kept at the Registered Office of the Company or at such place in India as the Board thinks fit proper books of accounts in respect of:
			(i)	all sums of money received and expended by the Company, and the matters in respect of which the receipt and expenditure take place;
			(ii)	all sales and purchase of goods by the Company; and
			(iii)	the assets and liabilities of the Company.
			(iv)	The items of cost, if any-as specified in the relevant Rules.
		(2)		Proper books of account shall also be kept at each branch office of the Company, whether in or outside India, relating to the transactions of that office and proper summarised returns made up to dates at intervals of not more than three months shall be sent by each branch office to the Company at its Registered Office of the Company or the other place referred to in clause (1) hereof.
		(3)		The books of account referred to in clause (1) and (2) shall be such books as are necessary to give a true and fair view of the state of affairs of the Company or such branch office and to explain its transaction.
		(4)		The books of accounts and other Books and Papers shall be open to inspection by any Directors during business hours.

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		(5)	The Directors shall comply in all respects with Sections 128, 129, 133, 134, 136, to 138 of the said Act and any statutory modifications thereof.
Inspection to members when allowed	140		The Directors shall, from time to time, determine whether and to what extent, and at what times and places, and under what conditions or regulations, the accounts and books of the Company, or any of them, shall be open to the inspection of the members not being Directors; and no member (not being a Director) shall have any right of inspection of any account or book or document of the Company except as conferred by law or authorised by the Directors.
Financial Statements to be laid before the member	141		Subject to Section 129 of the Act at every Annual General Meeting of the Company the Directors shall lay before the Company a Financial Statements for each financial year.
Contents of Financial Statements	142		The Financial Statements shall give a true and fair view of the state of affairs of the Company at the end of the period of the account. Financial Statements shall comply with the provisions of Section 129 and 133 of the said Act.
Financial Statements how to be signed	143		The Financial Statements shall be signed in accordance with the provisions of Section 134 of the said Act.
	144		The Directors shall make out and attach to every Balance Sheet laid before the Company in General Meeting a Report of the Board of Directors which shall comply with the requirements of and shall be signed in the manner provided by Section 134 of the said Act.

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Right of Members to copies of Financial Statements and Auditors’ Report	145	(1)	A copy of every Financial Statements (including consolidated Financial Statements, the Auditors’ Report and every other document required by law to be annexed or attached, as the case may be, to the Financial Statement) which is to be laid before the Company in General Meeting shall not less than twenty one days before the date of meeting be sent to every member, every trustee for the debenture holder of any debentures issued by the Company, to the Auditors of the Company, and every director of the Company.
			If the copies of the documents aforesaid are sent less than twenty one days before the date of the meeting they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by ninety five percent of the members entitled to vote at the meeting.
			The accidental omission to send the documents aforesaid, to or the non-receipt of the documents aforesaid by, any member or other person to whom it should be given shall not invalidate the proceedings at the meeting.
		(2)	Any member or holder of debentures of the Company whether he is or is not entitled to have copies of the Company’s Financial Statements sent to him, shall on demand, be entitled to be furnished without charge, and any person from whom the Company has accepted a sum of money by way of deposit shall on demand accompanied by the payment of a fee of fifty rupees, be entitled to be furnished with a copy of the last Financial Statements and every other documents required by law to be annexed or attached thereto.

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Copies of Financial Statements etc. be filed	146	(1)	A copy of the Financial Statement, including consolidated Financial Statement, if any, along with all the documents which are required to be or attached to such Financial Statements under this Act, duly adopted at the annual general meeting of the company, shall be filed with the registrar within thirty days of the annual general meeting.
		(2)	If the Annual General Meeting before which a Financial Statement is laid as aforesaid does not adopt the Financial Statements, the un-adopted Financial Statements together with the other documents that are required to be attached to the financial statements shall be filed with the registrar within thirty days of the annual general meeting. Thereafter, the Financial Statements adopted at the adjourned annual general meeting shall be filed with the Registrar within thirty days of such adjourned annual general meeting.
When accounts to be deemed finally settled	147		Every account when audited and approved by a General Meeting shall be conclusive.
XVIII. BOARD OF DIRECTORS, THEIR QUALIFICATION AND REMUNERATION
Number of Directors (Amended vide Special Resolution by Members at the Annual General Meeting held on July 17, 2008)	148		The number of Directors shall not be less than four and not more than fifteen Directors. The Company shall have the power to increase the number of Directors beyond 15 after passing a Special Resolution.
Debenture Directors	149		If and when the Company shall issue debentures the holders of such debentures, or if and when the Company shall create a mortgage of any property, the mortgagee or mortgagees to whom such property shall be mortgaged, may have the right to appoint and nominate and from time to time remove and re-appoint a Director or Directors, in accordance with the provisions of the Trust Deed securing the said debentures, or the deed creating such

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		mortgages, as the case may be. A Director so appointed under this Article, is herein referred to as “The Debenture Director” and the term “Debenture Director” means a Director for the time being in office under the Article, and he shall have all the rights and privileges of an ordinary Director of the Company, except in so far as is otherwise provided for herein or by the Trust Deed securing the-Debentures or the deed creating the mortgage, as the case may be.
Nominee Director	150	Any deed for securing loans by the Company from financial corporations may be so arranged to provide for the appointment from time to time by the lending financial corporation of some person or persons to be a director or directors of the Company and may empower such lending financial corporation from time to time to remove and re-appoint any Director so appointed. A Director appointed under this Article is herein referred as “Nominee Director” and the term “Nominee Director” means any director for time being in office under this Article. The deed aforesaid may contain ancillary provisions as may be arranged between the Company and the lending corporation and all such provisions shall have effect notwithstanding any of the other provisions herein contained.
Qualification of a Director	151	No Director of the Company be required to hold any qualification shares
Register of Directors etc. and of Directors Shareholdings	152	The Directors shall arrange to maintain at the Registered office of the Company a Register of Directors, Key Managerial Personnel, containing the particulars and in the form prescribed by Section 170 of the Act. It shall be the duty of every Director and other persons regarding whom particulars have to be maintained in such Registers to disclose to the Company any matters relating to himself as may be necessary to comply with the provisions of the said sections.

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Fee for Directors	153		A Director may receive remuneration by way of fee not exceeding such amount as may be permissible under the Rules for attending each meetings of the Board or Committee thereof; or of any other purpose whatsoever as may be decided by the Board.
	154		Subject to the provisions of Section 197 of the said Act:
Additional Remuneration for Services		(1)	Any one or more of the Directors shall be paid such additional remuneration as may be fixed by the Directors for services rendered by him or them and any one or more of the Directors shall be paid further remuneration if any as the Company in General Meeting or the Board of Directors shall from time to time determine. Such remuneration and/or additional remuneration may be paid by way of salary or commission on net profits or turnover or by participation in profits or by way of perquisites or in any other manner or by any or all of those modes.
		(2)	If any director, being willing shall be called upon to perform extra services, or to make any special exertion for any of the purposes of the Company, the Company in General Meeting or the Board of Directors shall, subject as aforesaid, remunerate such Director or where there is more than one such Director all or such of them together either by a fixed sum or by a percentage of profits or in any other manner as may be determined by the Directors and such remuneration may be either in addition to or in substitution for the remuneration above provided.

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Remuneration of Committee	155		The Directors may from time to time fix the remuneration to be paid to any member or members of their body constituting a committee appointed by the Directors in terms of these articles not exceeding such amount as is permissible under the Rules, per meeting attended by him.
Expenses to be reimbursed	156		The Board of Directors may allow and pay to any Director fair compensation for his travelling and other expenses incurred in connection with the business of the Company including attendance at meeting of the Board or Committee thereof.
XIX. APPOINTMENT AND ROTATION OF DIRECTORS
Appointment of Directors	157		A person shall not be capable of being appointed Director of the Company, if :-
		(i)	he has been found to be unsound mind by court of competent jurisdiction.
		(ii)	he is an undischarged insolvent;
		(iii)	he has applied to be adjudicated as an insolvent and his application is pending;
		(iv)	he has been convicted by a Court in India of any offence involving moral turpitude or otherwise and sentenced in respect thereof to imprisonment for not less than 6 months, and a period of five years has not elapsed from the date of expiry of the sentence;
		(v)	he has not paid any call in respect of shares of the Company held by him, whether alone or jointly with others and six months have elapsed from the last day fixed for the payment for the call; or
		(vi)	an order disqualifying him for appointment as Director has been passed by a Court or Tribunal and the order is in force,

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			(vii)	he has been convicted of the offence dealing with related party transactions under Section 188; or.
			(viii)	he has not complied with sub-section 3 of section 152.
Appointment of directors and proportion to retire by rotation	158	(1)		The Company shall appoint such number of Independent Directors as it may deem fit, for a term specified in the resolution appointing him. An Independent Director may be appointed to hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of Special Resolution and such other compliances as may be required in this regard. No Independent Director shall hold office for more than two consecutive terms. The provisions relating to retirement of directors by rotation shall not be applicable to appointment of Independent Directors.
		(2)		Not less than two-thirds of the total number of Directors of the Company shall:
			(i)	be persons whose period of office is liable to determination by retirement of Directors by rotation; and
			(ii)	save as otherwise expressly provided in the said Act; be appointed by the Company in General Meeting.
				Explanation:- for the purposes of this Article “total number of Directors” shall not include Independent Directors appointed on the Board of the Company.
		(3)		The remaining Directors of the Company shall also be appointed by the Company in General Meeting except to the extent that the Articles otherwise provide or permit.

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Provision regarding Directors retiring by rotation	159	(1)		Subject to the provisions of Section 152 of the Act at every Annual General Meeting, one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
		(2)		The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be determined by lot.
				A retiring Director shall be eligible for re-election.
		(3)	(i)	At the Annual General Meeting at which a Director retires as aforesaid, the Company may fill up the vacancy by appointing the retiring Director or some other person thereto.
			(ii)	If the place of the retiring Director is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a National Holiday, till the next succeeding day which is not a holiday, at the same time and place.
			(iii)	If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless :-
				(i) at the meeting or at the previous meeting a resolution for the re-appointment of such Director has been put to the meeting and lost;

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		(ii) the retiring Director has, by a notice in writing addressed to the Company or its Board of Directors, expressed his unwillingness to be so re-appointed;
		(iii) he is not qualified or is disqualified for appointment;
		(iv) a resolution, whether special or ordinary, is required for his appointment or re-appointment by virtue of any provisions of the said Act; or
		(v) Section 162 is applicable to the case.
Removal of Director	160	The Company may by an ordinary resolution remove any Director (not being a Director appointed by the Tribunal in pursuance of Section 242 of the Act) in accordance with the provisions of Section 169 of the Act. A Director so removed shall not be re-appointed a Director by the Board of Directors.
Notice of candidature when to be given	161	A person who is not a retiring Director shall subject to the provisions of the said Act, be eligible for appointment to the Office of Director at any General Meeting, if he or some member intending to propose him has, not less than fourteen days before the meeting, left at the Registered Office of the Company a notice in writing under his hand signifying his candidature for the office of Directors or as the case may be, the intention of such Member to propose him as a candidate for the office, along with deposit of one lakh rupees or such other amount as may be specified in the relevant Rules
		The amount so deposited shall be refunded to such person or, as the case may be, to the Member, if the person proposed gets elected as a Director or gets more than 25% of total valid votes.

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Consent of candidate for Directorship to be filed with the Registrar	162		A person appointed as a Director shall not act as a Director unless he gives his consent to hold the office as director and such consent has been filed with the Registrar within thirty days of his appointment in such manner as prescribed in the relevant Rules.
Appointment of Directors to be voted on individually	163	(1)	At a General Meeting of the Company a motion shall not be made for the appointment of two or more persons as Directors of the Company by a single resolution, unless a resolution that is shall be so made has first been agreed to by the meeting without any vote being given against it.
		(2)	A resolution moved in contravention of clause (1) shall be void, whether or not objection was taken at the time to its being so moved;
		(3)	For the purpose of this Article a motion for approving a person’s appointment or for nominating a person for appointing shall be treated as a motion for his appointment.
Directors may appoint additional Directors	164		The Directors shall have power at any time and from time to time, to appoint any person other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time. Each such Additional Director shall hold office only up to the date of the next following Annual General Meeting, or the last date on which the annual general meeting should have been held, whichever is earlier, but shall be eligible for appointment by the Company at that meeting as a Director.
Filling up of casual vacancies	165	(1)	If the office of any Director appointed by the Company in General Meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may be filled by the Board of Directors at a meeting of the Board.

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		(2)	Any person so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it has not been vacated as aforesaid.
Appointment of Alternate Director	166	(1)	The Board of Directors may appoint a person, not being a person holding any alternate directorship for any other Director in the Company, to act as an Alternate Director to act for a Director (hereinafter called “the Original Director”) during his absence for a period of not less than three months from India.
		(2)	No person shall be appointed as an alternate director for an Independent Director unless he is qualified to be appointed as an Independent Director.
		(3)	An Alternate Director shall be entitled to notice of meetings of the Directors, and to attend and vote thereat accordingly.
		(4)	An Alternate Director shall vacate office if and when the Original Director returns to India.
		(5)	If the term of office of the Original Director is determined before he so returns to India as aforesaid any provision for the automatic re-appointment of retiring Directors in default of another appointment shall apply to the Original Director and not to the Alternate Director.
		(6)	An Alternate Director may be removed by the Board of Directors which may appoint another Alternate Director in his place.
Directors may act notwithstanding vacancy	167		The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below three, the continuing Directors may act for the purpose of increasing the number of Directors to the said number, or of summoning a General Meeting of the Company, but for no other purpose.

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XX. RESIGNATION OF OFFICE BY DIRECTORS
Resignation of Directors	168	Subject to the provisions of Section 168 of the Act a Director may at any time resign from his office upon giving notice in writing to the Company of his intention so to do, and thereupon his office shall be vacated.
XXI. PROCEEDINGS OF BOARD OF DIRECTORS
Meeting of Directors	169	A minimum number of four meetings of the Directors shall have been held in every year in such a manner that not more than one hundred and twenty days shall intervene between two consecutive meetings of the Board. The Directors may meet together for the conduct of business, adjourn and otherwise regulate their meeting and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business.
Meeting through video conferencing	170	The Board of Directors shall be entitled to hold its meeting through video conferencing or other permitted means, and in conducting the Board meetings through such video conferencing or other permitted means the procedures and the precautions as laid down in the relevant Rules shall be adhered to. With regard to every meeting conducted through video conferencing or other permitted means, the scheduled venue of the meetings shall be deemed to be in India, for the purpose of specifying the place of the said meeting and for all recordings of the proceedings at the meeting.

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Notice of Meetings	171	Subject to provisions of Section 173 (3) of the Act, notice of not less than seven days of every meeting of the Board of Directors of the Company shall be given in writing to every Director at his address registered with the company and shall be sent by hand delivery or by post or through electronic means.
		The meeting of the Board may be called at a shorter notice to transact urgent business subject to the condition that at least one Independent Director of the Company shall be present at the meeting. In the event, any Independent Director is not present at the meeting called at shorter notice, the decision taken at such meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one Independent Director.
Quorum for Meetings	.172	The quorum for a meeting of the Board shall be one-third of its total strength (any fraction contained in that one third being rounded off as one), or two directors whichever is higher and the directors participating by video conferencing or by other permitted means shall also counted for the purposes of this Article.
		Provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of the Directors who are not interested, being not less than two, shall be the quorum during such time.
		Explanation:
		The expressions “interested Director” shall have the meanings given in Section 184(2) of the said Act and the expression “total strength” shall have the meaning as given in Section 174 of the Act.

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Procedure of meeting adjourned for want of Quorum	173	(1)	If a meeting of the Board could not be held for want of a quorum then the meeting shall automatically stand adjourned to the same day in the next week, at the same time and place, or if that day is a National Holiday, till the next succeeding day which is not a National Holiday at the same time and place.
		(2)	The provisions of Article 169 shall not be deemed to have been contravened merely by reason of the fact that a meeting of the Board which has been called in compliance with the terms of that Article could not be held for want of a quorum.
Power of Quorum	174		A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and directions by law or under the Articles and regulations for the time being vested in or exercisable by the Directors generally.
When meetings to be convened	175		The Chairman may, and manager or Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board.
Question how decided	176		Questions arising at any meeting of the Directors shall be decided by a majority of votes, and in case of an equality of votes, the Chairman thereat shall have a second or casting vote.
Chairman of Directors’ meetings	177		The Directors may elect a Chairman of their meetings, and determine the period for which he is to hold office, and unless otherwise determined the Chairman shall be elected annually. If no Chairman is elected, or if at any meeting the Chairman is not present within five minutes of the time appointed for holding the same, or is unwilling to preside, the Directors present may choose one of their members to be the Chairman of such meeting.

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Directors may appoint Committees	178	Subject to the provisions of Section 179 of the said Act, the Directors may delegate any of their powers, other than powers which by reason of the provisions of the said Act cannot be delegated to committees consisting of such member or members of their body as they may think fit, and they may from time to time revoke and discharge any such Committee either wholly or in part, and either as to persons or purposes. Every Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the Directors, and all acts done by any such Committee in conformity with such regulations and in fulfillment of the purpose of their appointment, but not otherwise, shall have the like force and effect as if done by the Board.
Meeting and proceedings of Committee how governed	179	The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto, and are not superseded by the express terms of the appointment of any such Committee, or by any regulations made by the Directors.
Resolutions by circular	180	A resolution not being a resolution required by the said Act or otherwise to be passed at a meeting of the Directors, may be passed without any meeting of the Directors or of a committee of Directors provided that the resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee as the case may be, at their addresses registered with the Company, by hand delivery or by post or courier or through electronic means as permissible under the relevant Rules and has been approved by a majority of the Directors as are entitled to vote on the resolution.

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Validity of acts of Directors	181		All acts done by a person as a Director shall be valid, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason of any defect or disqualification or had terminated by virtue of any provision contained in the said Act or in these Articles. Provided that this Article shall not give validity to acts done by a Director after his appointment has been shown to the company to be invalid or to have terminated.
Minutes of proceedings of the Board and the Committee to be Valid	182		The Directors shall cause minutes to be duly entered in a book or books provided for the purpose in accordance with these presents and section 118 of the Act.
Register of Directors and Key Managerial Person	183	(1)	The Directors shall cause to be kept at the Registered Office
			(a) a Register mentioned in Article 152 and
			(b) a Register of Contracts or arrangements of which they are interested, containing the particulars required by Section 189 of the Act.
Inspection of Register		(2)	The provisions contained in Article 103 (1)(b) and 103(2) relating to inspection and taking copies shall be mutatis mutandis be applicable to the registers specified in this Article.
XXII. APPOINTMENT OF KEY MANAGERIAL PERSONNEL
	184	(1)	Subject to the provisions of the Act,
			(i)     A Key Managerial Personnel may be appointed by the Board for such term at such remuneration and upon such conditions as it may think fit and the Key Managerial Personnel so appointed may be removed by means of a resolution in the Board Meeting.

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			(ii)    A Director may be appointed as chief executive officer, manager, company secretary or chief financial officer
XXIII. BORROWING POWERS OF DIRECTORS
Power to borrow Conditions on which money may be borrowed	185	(1)	Subject to clause (2) hereof the Directors may, from time to time at their discretion raise or borrow, or secure the repayment of any loan or advance taken by the Company. Any such moneys may be raised and the payment or repayment of such moneys maybe secured in such manner and upon such terms and conditions in all respects as the Directors may think fit and, in particular by promissory notes, or by opening current accounts or by receiving deposits and advances at interest, with or without security, or by the issue of debentures of debenture-stock of the Company charged upon all or any part of the property of the Company (both present and future), including its uncalled capital for the time being, or by mortgaging, charging or pledging any lands, buildings, machinery, plants, goods or other property and securities of the Company, or by such other means as to them may seem expedient.
Restrictions on powers of Board		(2)	The Board of Directors shall not, except with the consent of the Company in General Meeting, borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

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			No debt by the Company in excess of limit imposed by this Article shall be valid or effectual unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by that Article has been exceeded.
	(3)		Any bonds, debentures, debenture-stock or other securities issued or to be issued by the Company, shall be under the Control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company.
Securities may be assignable free from equities	(4)		Any such debentures, debenture-stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.
	(5)		If any other offer is made to the public to subscribe for or purchase debentures the provisions of the said Act relating to a prospectus shall be complied with.
Issue at discount etc. or with special privilege	(6)	(i)	Any such debentures, debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise, and on condition (with the consent of the Company in General Meeting) and they may have a right to allotment of or be convertible into shares of any denominations, and with any special privileges and conditions as to redemption (or being irredeemable), surrender, drawings, re-issue, attending at General Meeting of the Company, appointment of Directors, and otherwise, provided that no debentures, debenture-stock, bonds or other securities may be issued carrying voting rights.

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		(ii)	The Company shall have power to re-issue redeemed debentures.
		(iii)	A contract with the Company to take up and pay for any debentures of the Company may be enforced by a Deed for specific performance.
Limitation of time for issue of certificates		(iv)	The Company, shall within two months after the allotment of any of its shares, and six months after the allotment of any debentures or debenture-stock, and within one month after the application for the registration of the transfer of any shares, debentures or debenture-stock have completed and have ready for delivery the certificates of all shares, the debentures and the certification of all debenture-stock allotted or transferred, unless the conditions of issue of the shares, debentures of debenture-stock otherwise provide
			The expression “transfer” of the purpose of the sub clause means a transfer duly stamped, dated and otherwise valid, and does not include any transfer which the Company is for any reason entitled to refuse to register and does not register.
Right to obtain called capital	(e)	(i)	A copy of any trust deed for securing any issue of debentures shall be forwarded to the holder of any such debentures or any member of the Company at his request and within seven days of the making thereof on payment of rupees fifty (Rs. 50/-);
		(ii)	The Court may also, by order, direct that the copy required shall forthwith be sent to the person requiring it.
Inspection of Trust Deeds		(iii)	The Trust Deed referred to in sub-clause (i) shall be open inspection by any member or debenture holder of the Company in the same manner, to the same extent, and on payment of the same fees, as if it were the register of members of the Company.

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Mortgage of uncalled capital	186		If any uncalled capital of the Company is included in or charged by any mortgagor other security, the Directors may, by instrument under the Company’s seal, authorise the person in whose favour such mortgage or other security is executed, or any other person in trust for him to make calls on the members in respect of such uncalled capital, and the provisions hereinbefore contained in regard to call shall mutatis mutandis apply to calls under such authority, and such authority may be made exercisable either conditionally or unconditionally and either presently or contingently, and either to the exclusion of the Directors power or otherwise, and shall be assignable if expressed so to be.
Indemnity may be given	187		If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.
Foreign register of members	188		The Company may exercise the power to keep foreign register of members or debenture holders or other security holders or beneficial owners residing outside India as provided in Section 88 of the Act.
XXIV. POWER OF DIRECTORS
Business of the Company to be managed by Directors	189	(1)	Subject to the provisions of Section 135, 179, 180, 181, 182, 183, 184, 185, 186, 188 and 203 of the Act, the Board of Directors of the Company shall be entitled to exercise all such powers, give all such consents, make all such arrangements, be nearly do all such acts and things as are or shall be by the said

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				Act, and the memorandum of association and these precedents directed or authorized to be exercised, given, make or done by the Company and are not thereby expressly directed or required to be exercise, given, made or done by the Company in General Meeting, but subject to such regulations being (if any) not inconsistent with the said provisions as from time to time may be prescribed by the Company in General Meeting provided that no regulation so made by the company in General Meeting shall invalidate any prior act of the Directors which would have been valid if the regulations had not been made.
Power to delegate		(2)		Save as provided by the said Act or by these presents and subject to the restrictions imposed by Section 179 of the said Act, the Directors may delegate all or any powers by the said Act or by the Memorandum of Association or by these presents reposed in them.
Specific Powers to Directors	190			Subject to the provisions of Articles 189 but without prejudice to the General Powers thereby conferred and so as not in any way to conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers and authorities, that is to say power and authority :
		(1)	(i)	to enter into agreements with foreign components and other persons for obtaining by granting licence or other terms, formulae and other rights and benefits and to obtain financial and or technical collaboration, technical information, knowhow and expert advice in connection with the activities and business permitted under the Memorandum of Association of the Company.

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	(ii)	to take over and acquire the industrial licence, import licence, permit and other rights on payment of actual and out of pocket expenses incurred thereof, and compensation for technical services rendered in connection therewith :
	(iii)	to pay and charge to the Capital / Revenue Account of the Company the legal and other costs, charges and expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Company including the stamps and fees paid in respect thereof :
	(iv)	to pay and charge to the Capital / Revenue Account of the Company any commission or interest lawfully payable under the provisions of the said Act :
	(v)	To carry out activities that are specified in Schedule VII of the Act, and for this purpose expend / incur the monies of the Company, and all monies so expended or incurred for this purpose shall also be construed to be for the purpose of the Company’s business.
(2)		to purchase in India or elsewhere any machinery plant, stores and other articles and things for all or any of the objects or purpose of the Company;
(3)		to purchase, take on lease or otherwise acquire in India any lands (whether freehold, leasehold or otherwise) and with or without houses, buildings, structures or machinery (fixed or loose) and any moveable property, rights or privileges (including intellectual property rights) from any person including a Director in furtherance of or for carrying out its objects, at or for such price or consideration and generally on such terms and conditions and with such titled thereto as they may think fit or may believe or be advised to be reasonable satisfactory.

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(4)	to purchase, or otherwise acquire from any person and to resell, exchange, and repurchase any patent for or licence for the use of any invention.
(5)	to purchase or otherwise acquire for the Company any other property, formule, concessions, rights and privileges which the Company is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit.
(6)	in any such purchase or other acquisition to accept such titled as the Directors may believe or may be advised to be reasonably satisfactory. At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company, either wholly or partly in cash or in shares, or in both, or in bonds, debentures, mortgages or other securities of the Company, and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any bonds, debentures, mortgages or other securities, may be either specifically charged upon all or any part of the property of the Company, and its uncalled capital or not so charged.
(7)	to sell for cash or on credit or to contract for the sale and future delivery of or to and for sale in any part of India or elsewhere any products or Articles produced, manufactured or prepared by the Company as the Directors may deem advisable.
(8)	to erect, construct, and build and factories, warehouses, godowns, engine houses, tanks, wells, or other constructions, adopted to the objects of the Company or may be considered expedient or desirable for the objects or purposes of the Company or any of them;

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(9)	to sell from time to time any articles, materials, machinery, plant, stores and other articles and things belonging to the Company as the Directors may think proper and to manufacturer, prepare and sell waste and by-products;
(10)	from time to time to extend the business and undertaking of the company by adding to, altering, or enlarging all or any of the building, factories, workshops, premises, plant and machinery, for the time being the property or in the possession of the Company, or by erecting new or additional buildings, and to expend such sums of money for the purposes aforesaid or any of them, as may be thought necessary or expedient;
(11)	to remove all or any of the machinery, plant and other movable property of the Company for the time being in or upon lands, buildings, or premises of the Company to other lands, buildings, or premises;
(12)	to negotiate for, and subject to the approval of the Company in General Meeting, contract for the sale and transfer of all or any part of the property and undertaking of the Company as a going concern, subject or not subject to all or any of the obligations and liabilities of the Company;
(13)	to undertake on behalf of the Company the payment of all rents the performance of all covenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company, and to purchase the reversion or reversions, and otherwise to acquire the freehold or fee-simple of all or any of the lands of the Company for the time being held under lease, or for an estate less than a free hold estate;

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(14)	to improve, manage, develop, exchange, lease, sell, re-sell and re-purchase, dispose of, deal with or otherwise turn to account and property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested;
(15)	to secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its unpaid capital for the time being or in such manner as they may think fit.
(16)	to accept from any member, on such terms and conditions as shall be agreed upon and as far as may be permissible by law, a surrender of his shares or any part thereof;
(17)	to determine from time to time who shall be entitled to sign on the Company’s behalf bills, notes, receipts, acceptances, endorsement, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purposes;
(18)	to make advances and loans without any security, or on such security as they may think proper and to take security for already existing debts, and otherwise to invest and deal with any of the moneys of the Company not immediately required for the purpose thereof in Government or Municipal securities, fixed deposits in banks and in such other manner as they may think fit and from time to time vary or realise such investments, and for the purpose aforesaid to authorise such persons within limits to be fixed from time to time by the Board.

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(19)	to make and give receipts, releases and other discharges for moneys payable to, or for goods or property belonging to the Company, and for the claims and demands of the Company;
(20)	subject to the provisions of Section 179, 180 and 186 of the said Act, to invest and deal with any moneys of the Company not immediately required of the purposes thereof, upon such security (not being shares of the Company) or without security and in such manner as they may think fit, and from time to time to vary or realise such investments, Save as provided in Section 187 of the said Act all investments shall be made and held in the Company’s own name;
(21)	to give to any officer or other person employed by the Company including any Directors so employed, a commission on the profits of any particular business or transaction, or a share in general or particular profits of the Company, and such commission or share of profits shall be treated as part of the working expenses of the Company and to pay commissions and make allowances to any person introducing business to the Company or otherwise assisting its interests;
(22)	subject to the provisions of Section 187 of the said Act to appoint any person or persons (whether incorporated or not) to accept and hold in trusts for the Company any property belonging to the Company, or in which the Company is interested or for any other purposes and to execute and do all such acts, deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of such trustee or trustees;
(23)	to insure and keep insured against loss or damage or fire or otherwise for such period and to such extent as they may think proper all or any part of the

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	buildings, machinery, goods, stores, produce and other movable property of the Company either separately or conjointly, also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power.
(24)	to attach to any shares to be issued as the consideration or part of the consideration for any contract with or property acquired by the Company, or in payment for services rendered to the Company, such conditions as to the transfer thereof as they think fit;
(25)	to execute, in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present and future) as they may think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon;
(26)	to institute, conduct, defend, compound, abandon or refer to arbitration any action, suit, appeals, proceedings, for enforcing decrees and orders and other legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, to compound or compromise and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company and to refer the same or arbitration, to observe and perform any awards made there on; to act on behalf of the Company in all matters relating to bankrupts and insolvents;

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(27)

The person duly authorised by the Directors shall be entitled to make, give, sign and execute all and every warrant to use or defend on behalf of the Company, and all and every legal proceedings and compositions or compromise, agreements, and submission to arbitration and agreement to refer to arbitration as may be requisite, and for the purposes aforesaid, the Secretary or such other person may be empowered to use their or his own name on behalf of the Company, and they or he shall be saved harmless and indemnified out of the funds and property of the Company, from and against all costs and damages which they or he may incur or be liable to by reason of their or his name so used as aforesaid.

(28)

to provide for the welfare of the employees or ex-employees of the Company, and the wives, widows and families or the dependants or connects of such persons and to give, award or allow any pension, gratuity, compensation, grants of money, allowances, bonus, stock options (including other stock related compensation) or other payment to or for the benefit of such persons as may appear to the Directors just and proper, whether they have or have not a legal claim upon the Company, and before recommending any dividends to set aside portions of the profits of the Company to form a fund to provide for such payments and in particular to provide for the welfare of such persons, by building or contributing to the building of houses, dwelling or chawls, or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds, or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and

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other attendance and other assistance as the Directors shall think fit; and to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions, or objects which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation or of public and general utility;

(29)

before recommending any dividend, to set aside, out of the profits of the Company such sums for depreciation as provided in Section 123 of the said Act and such sums as they think proper for creating reserves, general or specific or special funds to meet contingencies or to repay debentures or debenture-stock or to pay off preference of other shareholders subject to the sanction of the Court when the same is required by law on for payment of dividends or equalising dividend or for special dividends or bonus or for repairing, improving, extending and maintaining any part of the property of the Company and for such other purposes (including the purposes referred to in the preceding clause) as the Directors may in their absolute discretion think conducive to the interest of the Company and from time to time to carry forward such sums as may be deemed expedient and to invest and deal with the several sums to set aside or any part thereof as provided in Clause (18) of this Article as they think fit, and from time to time to deal with and vary such investment and dispose of and apply and expend the same or any part thereof for the benefit of the Company in such manner and for such purpose as the Directors in their absolute discretion think conducive to the interest of the Company notwithstanding that the matters to which the Directors apply or upon which they expend the same or any

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part thereof for the benefit of the Company in such manner and for such purpose as the Directors in their absolute discretion think conducive to the interest of the Company notwithstanding that the matter to which the Directors apply or upon which they expend the same or any part thereof may be matters to and upon which the capital money of the Company might rightly be applied or expended and the Directors may divide the Reserve or any Fund into such special funds and transfer any sum from one fund to another as they may think fit and may employ the assets constituting all or any of the above funds including the Depreciation Fund or any part thereof in the business of the Company or in the purchase or repayment of debentures or debenture-stock or preference shares or in payment of special dividend or bonus and that without being bound to keep the same separate from the other assets, and without being bound to pay interest for the same with power however to the Directors at their discretion to pay or allow to the credit of such funds or any of them the interest at such rate as the Directors may think proper not exceeding 9 per cent per annum.

(30)

from time to time and at any time to entrust to and confer upon the officers for the time being of the Company, and to authorise, or empower them to exercise and perform and by Power-of-Attorney under seal to appoint any person to be the Attorney of the Company and invest them with such of their powers, authorities, duties and discretion exercisable by or conferred or imposed upon he Directors, but not the power to make Calls or other power which by law are expressly stated to be incapable of delegation as the Directors may think fit, and for such time and to be exercise for such objects and purposes and subject

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	to such restrictions and conditions, as the Directors may think proper or expedient, and either collaterally with or to the exclusion of and in substitution for all or any of the powers, authorities, duties and discretions of the Directors in that behalf, with authority to the Secretary or such officers or attorney to sub-delegate all or any of the powers, authorities, duties, and discretions for the time being vested in or conferred upon them and from time to time to revoke all such appointments of attorney and withdraw, alter or vary all or any of such powers, authorities, duties and discretions;
(31)	to appoint, and at their pleasure to remove, discharge, or suspend and to re- employ or replace, for the management, of the business, secretaries, managers, experts, engineers, accountants, agents, subagents, bankers, brokers, muccadums, solicitors, officers, clerks, servants and other employees for permanent, temporary or special services as the Directors may from time to time think fit, and to determine their powers and duties and fix their emoluments, salaries, wages, and to require security in such instances and to such amount as they think fit, and to ensure and arrange for guarantee for fidelity of any employees of the Company and to pay such premiums on any policy of guarantee as may from time to time become payable;
(32)	from time to time and at any time to establish any local Board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint any persons to be members of any Local Boards and to fix their remuneration. And from time to time and at any time to delegate to any person so appointed any of the powers,

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	authorities and discretions for the time being vested in the Directors, other than their power to make a Call and to authorise the members for the time being of any such Local Board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may at any time remove any person so appointed, and may annul or vary any such delegation. Any such delegate may be authorised by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.
(33)	at any time and from time to time by power-of-attorney to appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as the Directors may from time to time think fit and any such appointment (if the Directors think fit) may be made in favour of the members or any of the members of any Local Board established as aforesaid or in favour of any Company or the members, Directors, nominees, or Managers of any company or firm or otherwise in favour of any fluctuating body or persons whether nominated directly or indirectly by the Directors, and any such Power-of-attorney may contain such powers for the protection or convenience of persons dealing with such Attorney as the Directors may think fit.
(34)	from time to time to provide for the management transaction of the affairs of the Company outside the Registered

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	Office or in any specified locality in India or outside India, in such manner as they think fit and in particular to appoint any person to be the Attorneys or agents of the Company with such powers, authorities and discretions (including power to sub- delegate) but not exceeding those vested in or exercisable by the Directors, and also not the power to make calls or issue debentures and for such period, and upon such terms and subject to such conditions as the Directors may think fit, and at any time to remove any person so appointed or withdraw or vary any such powers as may be thought fit, and for that purpose the Company may exercise the powers conferred by Section 88 of the Act relating to keep in any State or country outside India a foreign Register respectively and such powers shall accordingly be vested in the Directors.
(35)	for or in relation to any of the matters aforesaid or otherwise for the purpose and objects of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute, perform and do and sanction, and authorise all such acts, deeds, matters and things, including matters that are incidental and/or ancillary thereto, in the same and on behalf of the Company as they may consider expedient;
(36)	to open accounts with any bank or bankers or with any Company, firm or individual for the purpose of the Company’s business and to pay money into and draw money from any such account from time to time as the Directors may think fit.
(37)	generally subject to the provisions of the Act and these Articles to delegate the powers, authorities and discretions vested in the Directors to any Key Managerial Personnel, firm, company or fluctuating body of persons as aforesaid.

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		(38)	to authorise the issue of securities (including depository receipts), whether convertible to shares or not, as per applicable laws, either as a primary issue or a secondary offering.
XXV. MANAGING DIRECTORS
Power to appoint Managing Director	191		Subject to the provisions of Section 196, 197, and 203 of the Act, the Directors may from time to time appoint one or more of their body to be Managing Director, Joint Managing Director or Managing Directors, Whole-time Director, Manager or Chief Executive Officer of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office but in any case not exceeding five years at a time and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.
What provisions he will be subject to	192		A managing Director or Joint Managing Director subject to the provisions contained in Article 184 shall not while he continues to hold that office be subject to retirement by rotation and he shall not be taken into account in determining the rotation of retirement of Directors or the number of Directors to retire but he shall, subject to the terms of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the Directors of the Company, and if he ceases to hold the office of Directors from any cause shall ipso facto and immediately cease to be Managing Director.

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Remuneration of Managing Director	193		The remuneration of a Managing Director and Joint Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participating in profits or by way or all of those modes or in other forms shall be subject to the limitations prescribed in Section 197 of the Act.
Powers and duties of Managing Directors	194		The Directors may from time entrust to and upon a Managing Director or Joint Managing Director for the time being such of the powers exercisable under these Articles by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient, and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers, unless and until otherwise determined a Managing Director may exercise all the powers exercisable by the Directors, save such powers as by the Act or by these Articles shall be exercisable by the Directors themselves.
XXVI. SECRETARY
	195	(1)	The Directors may from time to time appoint and at their discretion remove, a person (hereinafter called “the Secretary”) to keep the Registers required to be kept by the Company, to perform any other function which by the said Act or by these Articles are to be performed by the Secretary and to execute any other duties which may from time to time be assigned to the Secretary by the Directors.
		(2)	The Directors may any time appoint a temporary substitute for the Secretary who shall for the purpose of these Articles be deemed to be the Secretary.

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XXVII. INDEMNITY TO AND PROTECTION OF DIRECTORS AND OFFICERS
Indemnity	196	(1)	The Board shall be entitled to meet out of the funds of the Company to defend, every officer of the Company as defined by Section 2(59) of the said Act, or any person (whether an officer of the Company or not) employed by the Company, against all claims made on them (including losses, expenses, fines, penalties or such levies), in or about the discharge of their respective duties.
		(2)	Every Officer of the Company, as defined by Section 2(59) of the said Act, or any person (whether an Officer of the Company or not) employed by the Company, shall be entitled to direct the company to meet all claims, losses, expenses, fines, penalties or such other levies, expended by them, respectively in or about the discharge of their respective duties, out of the funds of the Company against all such liabilities, including attorney fees, incurred by them in defending any proceedings under the Act, or other laws applicable to the Company, and/or its subsidiaries in any jurisdiction.
		(3)	The Company may take and maintain any insurance as the Board may think fit on behalf of its directors (present and former), other employees and the Key Managerial Personnel, for insurers to directly meet all claims, losses, expenses, fines, penalties or such other levies, or for indemnifying any or all of them against any such liability for any acts in relation to the Company for which they may be liable.
Directors and Other officers not responsible or acts of others	197		No Director of the Company, Manager, Secretary, Trustee, Auditor and other officer or servant of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or servant or for joining in any receipts or

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			other act for the sake of conformity merely or for any loss or expenses happening to the Company through the insufficiency or deficiency in point of titles or value of any property acquired by the order of the Directors for or on behalf of the Company or mortgaged to the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, company or corporation to or with whom any moneys, securities or effects of the Company shall be entrusted or deposited or for any loss occasioned by any error of judgement, omission default or oversight on his part or for any other loss, damage or misfortune whatever which shall happen in relation to the execution or performance of the duties of his office or in relation thereto, unless the same happen through his own dishonesty.
	198		An Independent Director, and a non-executive director not being a promoter or a Key Managerial Personnel, shall be liable only in respect of acts of omission or commission, by the Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he has not acted diligently.
XXVIII. SEAL
The Seal, its custody and use	199	(1)	The Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereto and the Directors shall provide for the safe custody of the seal for the time being. The seal of the Company shall never be used except by the authority of a resolution of the Board

99

			of Directors and in presence of one of Directors or such other persons as the Board may authorise who will sign in token thereof and countersigned by such officers or persons at the Directors may from time to time resolve.
		(2)	Any instrument bearing the Common Seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Directors to issue the same.
XXIX. NOTICES AND SERVICE OF DOCUMENTS
Members to notify Address for registration	200		It shall be imperative on every member or notify to the Company for registration his place of address in India and if he has no registered address within India to supply to the Company an address within India for giving of notices to him. A member may notify his email address if any, to which the notices and other documents of the company shall be served on him by electronic mode. The Company’s obligation shall be satisfied when it transmits the email and the company shall not be responsible for failure in transmission beyond its control.
Notice	201		Subject to Section 20 of the said Act, a document may be served by the Company on any member thereof by sending it to him by post or by registered post or by speed post or by courier or by delivering at his address (within India) supplied by him to the company for the service of notices to him. The term courier means person or agency who or which delivers the document and provides proof of its delivery.

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Transfer of successors in title of members bound by notice given to previous holders	202	Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by any and every notice and other document in respect of such share which previous to his name and address being entered upon the register shall have been duly given to the person from whom he derives his title to such share.
When notice may be given by advertisement	203	Any notice required to be given by the Company to the members or any of them and not expressly provided for by these presents shall be sufficiently given, if given by advertisement, once in English and once in a vernacular daily newspaper circulating in the city, town or village in which the registered office of the Company is situate.
Service of notice good notwithstanding death of member	204	Any notice or document served in the manner hereinbefore provided shall notwithstanding such member be then dead and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any share, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint-holder thereof and such service, for all purposes of these presents be deemed a sufficient service of such notice or documents on his heirs, executors, administrators and all person (if any) jointly interested with him in any such shares.
Signature to notice	205	Any notice given by the Company shall be signed (digitally or electronically) by a Director or by the Secretary or some other officer appointed by the Directors and the signature thereto may be written, facsimile, printed, lithographed, photostat.
Service of documents on company	206	A document may be served on the Company or on an officer thereof by sending it to the Company or officer at the Registered Office of the Company by post or by Registered Post or by leaving

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		it at its Registered Office, or by means of such electronic mode or other mode as may be specified in the relevant Rules.
XXX. SECRECY CLAUSE
Secrecy Clause	207	No member shall be entitled to visit any works of the Company without the permission of the Directors or to require discovery of or any information respecting any detail of the Company’s working, trading or any matter which is or may be in the nature of a secret, mystery of trade or secret process, which may relate to the conduct of the business of that Company and which in the opinion of the Directors, it will be inexpedient in the interest of the members of the Company to communicate to the public.
XXXI. WINDING-UP
	208	If upon the winding-up of the Company, the surplus assets shall be more than sufficient to repay the whole of the paid-up capital, the excess shall be distributed amongst the members in proportion to the capital paid or which ought to have been paid-up on the shares at the commencement of the winding-up held by them respectively, other than the amounts paid in advance of calls. If the surplus assets shall be insufficient to repay the whole of the paid-up capital, such surplus assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid-up or which ought to have been paid-up at the commencement of the winding-up on the shares held by them respectively, other than the amounts paid by them in advance of calls. But this Article is without prejudice to the rights of the holders of any shares issued upon special terms and conditions and shall not be construed so as to or be deemed to confer upon them any rights greater than those conferred by the terms and conditions of issue.

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Distribution of assets in specie	209		If the Company shall be wound-up whether voluntarily or otherwise, the following provisions shall take effect:
		(1)	the Liquidator may, with the sanction of a Special Resolution, divide among the contributories in specie or kind any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trust for the benefit of the contributories or any of them, as the Liquidator with the like sanction shall think fit.
		(2)	If thought fit any such division may be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributories shall be determined on any contributory who would be prejudiced thereby shall have the right to dissent and shall have ancillary rights as if such determination were a Special Resolution passed pursuant to Section 319 of the said Act.
		(3)	In case any shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares, may, within seven days after the passing of the Special Resolution by notice in writing, direct the Liquidator to sell his proportion and pay him the proceeds and the Liquidator shall, if practicable, act accordingly.

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Liquidator may sell for shares in another company	210	Any such Liquidator may, irrespective of the powers conferred upon him by the said Act and as an additional power conferring a general or special authority, sell the undertaking of the Company or the whole or any part of its assets for shares fully or partly paid-up or the obligations of or other interest in any other company and may by the contract of sale agree for the allotment to the members directly of the proceeds of sale in proportion to their respective interests in the Company and in case the shares of this Company shall be of different classes, may arrange for the allotment in respect of preference shares of the Company, to obligations of the purchasing company or of shares of the purchasing company with preference or priority over or with a larger amount paid-up than the shares allotted in respect of ordinary shares of this Company and may further by the contract, limit a time at the expiration of which shares, obligations or other interests not accepted or required to be sold, shall be deemed to have been refused and be at the disposal of the Liquidator.
Sale under Sections 319 of the Companies Act, 2013	211	Upon any sale under the last preceding Article or under the powers given by Section 319 of the said Act, no member shall be entitled to require the Liquidator either to abstain from carrying into effect the sale or the resolution authorising the same or to purchase such member’s interest in this Company, but in case any member shall be unwilling to accept the share, obligations or interests to which under such sale he would be entitled, he may, within seven days of the passing of the resolution authorising the sale, by notice in writing to the Liquidator, require him to sell such shares, obligations or interests and thereupon the same shall be sold in such manner as the Liquidator may think fit and the proceeds shall be paid over to the member requiring such sale.

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XXXII. GENERAL POWERS
General Power	212	Where any provisions of the said Act, provides that the Company shall do such act, deed, or thing, or shall have a right, privilege or authority to carry out a particular transaction, only if it is so authorised in its Articles, in respect of all such acts, deeds, things, rights, privileges and authority, this Article hereby authorises the Company to carry out the same, without the need for any specific or explicit Article in that behalf.

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Merger Documents of the following Companies

with

WIPRO LIMITED.

SL NO	PARTICULARS	YEAR OF MERGER
1	WIPRO INFOTECH LIMITED		1995
2	WIPRO SYSTEMS LIMITED		1995
3	WIPRO BPO SOLUTIONS LIMITED		2005
4	SPECTRAMIND LIMITED, MAURITIUS		2005
5	SPECTRAMIND LIMITED, BERMUDA		2005
6	WIPRO INFRASTRUCTURE ENGINEERING LIMITED		2007
7	WIPRO HEALTHCARE IT LIMITED		2007
8	QUANTECH GLOBAL SERVICES LIMITED		2007
9	MPOWER SOFTWARE SERVICES INDIA PRIVATE LIMITED		2007
10	MPACT TECHNOLOGY SERVICES PRIVATE LIMITED		2007
11	CMANGO INDIA PRIVATE LIMITED		2007
12	INDIAN BRANCH OFFICE OF WIPRO NETWORKS PTE LIMITED, SINGAPORE		2009
13	INDIAN BRANCH OFFICE OF WMNETSERV LIMITED, CYPRUS		2009
14	WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED		2011
15	DEMERGER OF DIVERSIFIED BUSINESS		2013
16	WIPRO ENERGY IT SERVICES INDIA PRIVATE LIMITED AND WIPRO TECHNOLOGY SERVICES LIMITED		2014

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY PETITION NO. 74 OF 1995

CONNECTED WITH

COMPANY APPLICATION NO. 440 OF 1994

In the matter of Sections 391 and 394 of the Companies Act, 1956;

And

In the matter of Scheme of Amalgamation of Wipro Infotech Limited and Wipro Systems Limited with Wipro Limited.

WIPRO LIMITED	)
A company incorporated under	)
the companies Act, 1956 and	)
having its registered office	)
at Bhaktawar, 229, Nariman	)
Point, Bombay - 400 021.	) .. Petitioners.

CORAM: A.P. SHAH J.

DATED: 15th June, 1995.

UPON The petition of WIPRO LIMITED, the Petitioner above named (hereinafter referred to as “the Transferee Company”) presented to this Hon’ble Court on the 7th day of February 1995 for sanction of the Scheme of Amalgamation of Wipro Infotech Limited and Wipro Systems Limited (hereinafter referred to as “the Transferor Companies”) with the Petitioner Company, and for other consequential

reliefs as mentioned in the Petition AND THE said petition being this day called on for hearing and final disposal AND UPON READING the petition and the Affidavit of Mr. S. Radhakrishnan, Authorised Person of the Petitioner Company solelemnly affirmed on the 7th day of February, 1995 verifying the petition AND UPON READING the Affidavit of the Om Prakash H. Sharma dated the 17th day of June, 1995, proving [ILLEGIBLE] publication of the notice of the date of hearing of the petition as directed by this Hon’ble Court pursuant to the order dated 15th day of February 1995 AND UPON READING the order dated 9th day of December, 1994 made by this Honourable Court in Company Application No. 440 of 1994 whereby the Transferee Company was directed to convene and hold a meeting of its equity shareholders for the purpose of considering and if thought fit approving with or without modification the proposed scheme of Amalgamation AND UPON READING the Report dated 2nd day of February 1995 of Mr. Azim H. Premji, chairman of the said meeting of the Equity Shareholders of the Transferee Company AND ALSO UPON READING the Affidavit of the said Mr. Azim H. Premji dated the 2nd day of February 1995 verifying the said Report and it appears from the said report of the chairman of the meeting of the Equity shareholders of the petitioner Company that the Scheme of Amalgamation has been unanimously approved by all the equity shareholders present at the

meeting AND UPON HEARING SHRI SATISH SNETHYE Counsel, instructed by M/s. Keanga & Company Advocates for the Transferee Company and Mr. R.C. Master, panel counsel for the Regional Director, Department of company Affairs, Bombay, who appears in pursuance to the notice herein, dated the 23rd day of February 1995 and submits to the orders of the court and no other person entitled to appear at the hearing of the said Petition appearing this day either in support of or to show cause against the said Petition THIS COURT DOT [Illegiable] HEREBY sanction the said scheme of Amalgamation of Wipro Infotech Limited and Wipro Systems Limited, with Wipro Limited, the Transferee Company as set forth in Exhibit ‘C’ to the petition and also in the schedule hereto annexed AND THIS COURT DOTH DECLARE that the same to be binding on the Transferee Company, and its members and also on the Transferor Companies AND THIS COURT DOTH ORDER that with effect from the 1st day of April 1994 (hereinafter called ‘the Appointed Date’) the entire undertaking of the Transferor Companies except for the portions specifies in the clauses (b) and (c) of Clause 3.2 of the scheme of whatsoever nature and wheresoever situated and owned by the Transferor Company as on the Effective Date and incapable of passing by manual delivery, shall under the provisions of the sections 391 and 394 of the Companies Act, 1956 without any further act or deed but subject to the charges effecting the

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same as on the Effective Date as be transferred to and vested in the Transferee Company so as to become the property of the Transferee Company AND THIS COURT DOTH FURTHER ORDER that with effect from the Appointed Date, all debts, liabilities, duties and obligations of every kind, nature and description of the Transferor Companies shall also under the Provisions of Sections 391 and 394 of the Companies Act, 1956 be transferred or deemed to be transferred, without any further act or deed, to the Transferee Company so as to become the debts, liabilities, duties and obligations of the Transferee Company AND THIS COURT DOTH FURTHER ORDER that all legal proceedings of any nature whatsoever by or against the Transferor Company pending on the Appointed Date shall be continued and enforced by or against the Transferee company AND THIS COURT DOTH FURTHER ORDER that in consideration of the transfer, under the scheme sanctioned herein and subject to the terms and conditions more particularly described in the scheme sanctioned herein and set forth in the schedule annexed hereto, the Transferee Company shall without further application, issue and allot to the other shareholders of the First and Second Transferor Companies holding shares in the First and Second Transferor Companies as on the date as may be fixed by the Board of Directors of the Transferee Company in the following ratios:

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21 (twenty one) equity shares of Rs. 10/- each in Transferee Company credited as fully paid up for every 5 (five) equity shares of Rs. 100/- each held in the First Transferor Company and 67 (sixty seven) equity shares of Rs. 10/- each in the Transferee Company credited as fully paid up for every 5 (five) equity shares of Rs. 100/- each hold in the Second Transferor Company and the shares to be issued in terms hereof shall be subject to the Memorandum and Articles of Association of the Transferee Company AND THIS COURT DOTH FURTHER ORDER THAT the Transferee Company do within thirty (30) days after the date of sealing of the order cause a certified copy of the order to be delivered to the Registrar of Companies, Maharashtra State, Bombay for registration and on such certified copy of order being so delivered the Transferor Companies shall stand dissolved without winding up and the Registrar of Companies, Maharashtra, Bombay do place all the documents relating to the Transferor Companies and registered with him on the file kept by him in relation to the Transferee Company and the files relating to the Transferor Companies and the Transferee Company shall be consolidated accordingly AND THIS COURT DOTH FURTHER ORDER that the parties to the arrangement embodied in the Scheme of Amalgamation sanctioned herein or any other person or persons interested therein

- 5 -

shall be at liberty to apply to this Hon’ble Court for any directions that may be necessary in regard to the working of the arrangement embodied in the Scheme of Amalgamation sanctioned herein and set forth in the Schedule hereto or in the above matter AND THIS COURT DOTH LASTLY ORDER that the Petitioner Company do pay a sum of Rs. 500/- (Rupees Five Hundred only) to the Regional Director, Department of Company Affairs, Bombay towards the costs, of the said Petition, WITNESS SHRI MADHAV LAXMAN PENDSE, the Acting Chief Justice at Bombay aforesaid this 15th day of June, 1995.

By the Order of the Court.

/s/ [Illegible]

For Prothonotary & Senior Master.

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Order sanctioning the scheme of	)
[Illegible] [Illegible] on the application	)
by M/S. [Illegible] & Company,	)
Advocates for Petitioning Company	)
having their office at Ready	)
Money [Illegible], Veer [Illegible] Road,	)
[Illegible], Bombay – 400 023.	)
	)

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SCHEME OF AMALGAMATION

BETWEEN

WIPRO INFOTECH LIMITED

AND

WIPRO SYSTEMS LIMITED

WITH

WIPRO LIMITED

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or context, the following expression shall have the following meanings:

1.1 “WL” means WIPRO LIMITED, a Company incorporated under the Indian Companies Act, 1913, having its Registered Office at Bakhtawar, 229, Nariman Point, Bombay 400021.

1.2 “the Transferee Company” means WL.

1.3 “WIL” means Wipro Infotech Limited, a company incorporated under the Companies Act, 1956, having its Registered Office at Bakhtawar, 229, Nariman Point, Bombay 400021 and a subsidiary of Wipro Limited.

1.4 “WSL” means Wipro Systems Limited, a company incorporated under the Companies Act, 1956, having its Registered Office at Bakhtawar, 229, Nariman Point, Bombay 400021 and a subsidiary of Wipro Limited.

1.5 The First Transferor Company and the Second Transferor Company mean WIL and WSL respectively.

1.6 “The said Act” means the Companies Act, 1956.

1.7 “The Appointed Date” means April 1, 1994 or such other date as the High Court at Bombay may direct.

1.8 “The Scheme” means this Scheme in its present form or with any modifications approved or imposed by the High Court at Bombay.

1.9 “Undertakings of the First Transferor Company and the Second Transferor Company” shall mean and include all the assets, properties, rights, powers, claims, benefits and all the debts, liabilities, duties and obligations of the First Transferor Company and the Second Transferor Company; without prejudice to the generality of the aforesaid, the Undertakings of the First and Second Transferor Companies shall also include all rights, privileges, powers and authorities and all property, tangible or intangible, movable or immovable or whatever nature and wheresoever situate and include, in particular, all licenses, liberties, patents, trade marks, designs, copyrights, import licenses, quotas and other rights held by the First and the Second Transferor Companies or to which the First and the Second Transferor Companies are entitled and all debts, liabilities and duties of the First and the Second Transferor Companies and all other obligations of whatsoever kind including liability for payment of gratuity, pension benefits, provident fund dues and compensation in the event of loss of offices and/or equipment.

2. SHARE CAPITAL.

(a) As per the last audited balance sheet of the First Transferor Company for the year ended 31st March, 1994 the authorised share capital of the First Transferor Company was Rs.100,000,000/- divided into 999,800 equity

shares or Rs.100/- each and 2,000, 9% cumulative redeemable Preference Share of Rs.10/- each; the issued share capital was Rs. 74,486,100/- divided into 744,861 equity shares of Rs.100/- each; and subscribed and paid up share capital was Rs. 73,685,500/- divided into 736,855 equity share of Rs.100/- each;

(b) As per the last audited balance sheet of the Second Transferor Company for the year ended 31st March 1994 the authorised share capital of the Second Transferor Company was Rs.50,000,000/- divided into 199,800 Equity shares of Rs.100/- each and 3,002,000, 17% Cumulative redeemable preference shares of Rs.10/- each and issued, subscribed and paid up share capital was Rs.49,735,200 divided into 197,352 equity shares of Rs.100/- each and 3,000,000, 17% Cumulative redeemable preference shares of Rs.10/- each.

(c) As per the last audited balance sheet of the Transferee Company for the year ended 31st March 1994 the authorised share capital of the Transferee Company was Rs.80,000,000/- divided into 8,000,000 equity shares of Rs.10/- and issued, subscribed and paid up share capital was Rs.73,734,400/- divided into 7,373,440 equity shares of Rs.10/- each.

The Transferee Company is in the process of increasing its authorised share capital to Rs.160,000,000.

3. THE SCHEME

3.1 The Scheme set out herein shall come into force with effect from 1st days of April 1994, hereinafter called “the Appointed Date.”

3.2 The Undertakings of Wipro Infotech Limited (WIL) (The First Transferor Company) and Wipro Systems Limited (WSL) (The Second Transferor Company) shall be transferred to and vested in Wipro Limited (the Transferee Company) in the following manner:

(a) With effect from the Appointed Date, the entire undertaking of the First Transferor Company and the Second Transferor Company except for the portions specified in clauses (b) and (c) below, of whatsover nature and wheresoever situated and owned by the First Transferor Company and the Second Transferor Company as on the date of the Orders of the Bombay High Court sanctioning this Scheme, and incapable of passing by manual delivery, shall under the provisions of Sections 391 and 394 of the Companies Act, 1956 without any further act or deed but subject to the charges affecting the same as on the date of the Orders of the Bombay High Court sanctioning this Scheme, be transferred to and vested in the Transferee Company so as to become the property of the Transferee Company;

(b) All the movable assets of the First Transferor Company and the Second Transferor Company including cash on hand shall be physically handed over by manual delivery to the Transferee Company to the end and intent that the property therein passes to the Transferee Company. The amount lying with the Banks to the credit of the First Transferor Company and the Second Transferor Company shall also be transferred to the Transferee Company. Such delivery and transfer shall be made on a date mutually agreed upon between the Board of Directors of the First Transferor Company, the Second Transferor Company and the Board of Directors of the Transferee Company within fifteen days from the date of the Order of the Bombay High Court sanctioning this Scheme;

(c) In respect of movable other than those specified in sub-clause (b) above, including sundry debtors, outstanding loans and advances recoverables in cash or in kind or for value to be received and deposits with Government, Semi-Government, local and other authorities and bodies, the following modus operandi shall be followed:

(1) The Transferee company shall give notice in such form as it may deem fit and proper to each party, debtor or depositee as the case may be, that pursuant to the Bombay High Court having sanctioned the arrangement between the First Transferor Company, the Second Transferor Company and the Transferee Company and their members and creditors under Sections 391 and 394 of the Companies Act, 1956, the said debt, loan, advance etc., be paid or made good or held on account of the Transferee Company as the person entitled thereto to the end and intent that the right of the First Transferor Company and the Second Transferor Company to recover or realise the same do stand extinguished and that appropriate entry shall be passed in their respective books to record the aforesaid changes. Similarly, the Transferee Company shall also make appropriate entries in its books in this behalf.

(2) The First Transferor Company and the Second Transferor Company shall also give notice in such form as they may deem fit and proper to each person, debtor or depositee that pursuant to the Bombay High Court having sanctioned the Arrangement

between the First Transferor Company, the Second Transferor Company, the Transferee Company and their members and creditors under Section 391 and 394 of the Companies Act, 1956 the said person, debtor or depositee should pay the debt, loan or advance or make good the same or hold the same on account of the Transferee Company and that right of the First Transferor Company and the Second Transferor Company to recover or realise the same stands extinguished, and the right to recover and receive is vested in the Transferee Company.

(d) The excess value of the net assets of the First and the Second Transferor Companies as on March 31, 1994 (the date immediately preceding the Appointed Date) over the paid-up value of the shares issued and allotted and also cancelled pursuant to the terms of this Scheme shall be accounted for in the books of the Transferee Company as follows:

The Reserves of the First and the Second Transferor Companies as required by direct taxation laws and the Reserves created for specific purposes shall constitute Reserves of a similar form and nature in the books of the Transferee Company and the balance shall be transferred to the General Reserves of the Transferee Company.

4. With effect from the Appointed date all debts, liabilities, duties and obligations of every kind, nature and descriptions of the First Transferor Company and the Second Transferor Company shall also under the provisions of Sections 391 and 394 of the Companies Act, 1956 be transferred or deemed to be transferred, without any further act or deed, to the Transferee Company so as to become the debts, liabilities, duties and obligations of the Transferee Company.

5. LEGAL PROCEEDINGS

All legal and other proceedings by or against the First Transferor Company and the Second Transferor Company, if any, pending on the Appointed Date or commenced thereafter relating to the First Transferor Company or the Second Transferor Company or the properties, debts, liabilities, duties and obligations referred to in cause 3 above shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued and enforced by or against the First Transferor Company and the Second Transferor Company.

6. CONTRACT, DEEDS, BONDS AND OTHER INSTRUMENTS

Subject to the other provisions of this Scheme, all contracts, deeds, bonds, debentures, agreements and other instruments of whatsoever nature to which either the First Transferor Company or the Second Transferor Company is a party and subsisting or having effects on the Appointed Date shall remain in full force and effect against or in favour of the Transferee Company and may be [ELIGIBLE] forced against the Transferee Company, as fully and as effectively as if the Transferee Company had been a party thereto instead of either of the Transferor Companies.

Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or facility created by or available to either of the Transferor Companies which shall vest in the Transferee Company by virtue of the amalgamation and the Transferee Company shall not be obliged to create any further or additional security therefor, after the amalgamation has become effective.

7. CONDUCT OF BUSINESS BY TRANSFEREE COMPANIES

From the Appointed Date the First Transferor Company and the Second Transferor Company:

(a) shall stand possessed of all other properties referred to in clause 3 above, in trust for the Transferee Company and shall account for the same to the Transferee Company;

(b) shall not without the written concurrence of the Transferee Company, alienate, charge or encumber any of their aforementioned properties except in the ordinary course of business,

(c) As from the Appointed Date the First Transferor Company and the Second-Transferor Company shall not do any thing other than what they have been doing hitheretofore except with the concurrence of the Transferee Company. The First Transferor Company and the Second Transferor Company shall also not vary or alter, except in the ordinary course of their business, the terms and conditions of employment of any of their employees.

(d) Any income or profit accruing to the First Transferor Company and the Second Transferor Company and all cost, charges and expenses incurred or losses arising or incurred by the First Transferor Company and the Second Transferor Company on or after the Appointed Date shall be all purposes be treated as the income, profits, costs, charges and expenses and losses, as the case may be, of the Transferee Company.

8. The transfer of properties and liabilities under Clauses 3 and 4 and the continuance proceedings by or against the Transferee Company under. Clause 5 above shall not effect any transaction or proceedings already concluded by the First and Second Transferor Companies on and after the Appointed Date to the end and the intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the First and Second Transferor Companies in respect thereto as done and executed on behalf of themselves; further, as from the Appointed Date, the First and Second Transferor Companies shall be deemed to have carried on and be carrying on their businesses on behalf of the Transferee Company.

9. On the certified true copies of the Orders passed by the Bombay High Court sanctioning this Scheme being filed with the respective Registrars of Companies, the First and the Second Transferor Companies shall be dissolved without winding-up.

10. ISSUE OF SHARES BY TRANSFEREE COMPANY

10.1 The consideration in respect of the transfers under the aforesaid clauses be paid and satisfies by the Transferee Company as follows:

10.1:1 The Transferee Company holds 727,596 equity shares in the First Transferor Company, namely, Wipro Infotech Limited. The [ILLEGIBLE] Transferee Company holds 180,470 equity shares and 25,00,000 preference shares in the Second Transferor Company, namely, Wipro Systems Limited. The First Transferor Company, namely, Wipro Infotech Limited holds 500,000 preference shares in the Second Transferor Company, namely Wipro Systems Limited. All these above shares shall stand cancelled.

10.1:2 Subject to the foregoing, the Transferee Company shall without further application, issue and allot to the other shareholders of the First and Second Transferor Company holding shares in the First and the Second Transferor Companies as on the date as may be fixed by the Board of Directors of the Transferee Company in the following ratios:

21 (twentyone) equity shares of Rs.10 each in the Transferee Company credited as fully paid up for every 5 (five) equity shares of Rs.100 each held in the First Transferor Company;

and

67 (sixty seven) equity shares of Rs. 10 each in the Transferee Company credited as fully paid up for every 5 (five) equity share of Rs.100 each in the Second Transferor Company;

10.1:3 The shares to be issued in terms hereof shall be subject to the Memorandum and Articles of Association of the Transferee Company.. p171

10.1:4 The equity shares so allotted pursuant to clause 10.1:2 above to the erstwhile other shareholders of the First and Second Transferor Companies shall rank par1 passu For dividend, voting rights and in all respects with the existing equity shares in the Transferee Company.

As a result of the allotment of its equity shares by the Transferee Company as contemplated under this Scheme, the members of the First and the Second Transferor Companies may receive shares which are in odd lot.

The Directors of the First and the Second Transferor Companies shall consolidate all fractional entitlements, if any, to which the members of the First and Second Transferor Companies may be entitled on the issue and allotment of the shares by the Transferee Company as aforesaid and thereupon issue and allot shares in lieu thereof to a Director or an Officer of the First and the Second Transferor Companies with express understanding that such Director or Officer to whom such shares shall be allotted shall sell the same in the market at the best available price in one or more lots and by private sale/placement or by public sale/auction as deemed fit (the decision of such Director or Officer as the case may be, as the timing and method of the sale and the price at which such sale has to be given effect to in that behalf shall be final) and pay to the Transferee Company, the net sale proceeds thereof and upon the receipt the sale aproceeds in respect thereof, in respect of each such sale, the Transferee Company shall transfer the share(s) to the name of the approved purchaser(s). The Transferee Company shall hold the net sale proceeds of all such shares and after defraying therefrom all costs, charges and expenses of such sale and thereafter distribute such sale proceeds to the members of the first and the Second Transferor Companies in proportion to their fractional entitlements.

10.1:5 It is hereby expressly agreed by and between the parties hereto that the certificates representing the equity shares and the respective entitlements of the members of the First and the Second Transferor Companies shall be sent by the Transferee Company under registered post or delivered in person only on surrender and in exchange for the certificates of shares held by them in the First and the Second Transferor Companies and where certificates representing the shares held in the First and the Second Transferor Companies cannot be so surrendered for good reasons such procedure for delivery of certificates shall be followed as may be laid down by the Board of Directors of the Transferee Company. Notice for surrender of the shares held in the first and the Second Transferor Companies shall be given by the Transferee Company without delay after this Scheme is sanctioned by the Bombay High Court_.

10.1:6 Upon the new shares in the Transferee Company being issued and allotted to the erstwhile other shareholders of the Transferor Companies, the shares and the share certificates relating to the shares held by them in the respective Transferor Companies shall stand cancelled.

10.1:7 The Scheme of Amalgamation would result in the issue of 265,107 equity shares of Rs.10 each credited as fully paid up by the Transferee Company to the shareholders of the Transferor Companies.

11. DIVIDENDS, PROFITS, BONUS/RIGHTS SHARES:

11.1 The First and the Second Transferor Companies shall not without the consent of the Transferee Company, declare any dividend for the financial year commencing from April 1, 1994 and for the subsequent financial years during which this Scheme has not become operational.

11.2 Subject to the provisions of this Scheme, the profits of the First and the Second Transferor Companies for the period beginning from April 1, 1994 shall belong to and be the profits of the Transferee Company and will be available to the Transferee Company for being disposed of in any manner as it thinks fit including declaration of dividends by the Transferee Company in respect of its year ending March 31, 1995 or any subsequent year.

11.3 The Transferee Company is proposing to issue or allot bonus shares in the ratio of One (1) fully paid equity shares for every one share held. The erstwhile shareholders of the First and the Second Transferor Companies shall also be entitled to such bonus shares.

12. EMPLOYEES OF TRANSFEROR COMPANIES:

12.1 On the Scheme becoming operational all the managers, staff, workmen and the other employees in the service of the First and the Second Transferor Companies with effect from the Appointed date shall become managers, staff, workmen and employees of the Transferee Company on the basis that their services shall be deemed to be continuous and shall not be deemed to have been interrupted by reason of such transfer and the terms and conditions of service applicable to the said managers, staff, workmen or employees after such transfer shall not in any way be less Favour [ILLEGIBLE] to them than those applicable to them immediately [ILLEGIBLE] fore the transfer.

12.2 The rights, duties, powers and obligations of the First and the Second Transferor Companies in relation to the Provident Fund, Pension, Gratuity or any other Fund created or existing for the benefit of the managers, staff, workmen and employees of the First and the Second Transferor Companies shall, upon the Scheme becoming operational, become the rights, duties, powers and obligations of the Transferee Company. It is hereby expressly clarified that the services of the managers, staff, workmen and other employees of the First and the Second Transferor Companies will be treated as having been continued for the purpose of the aforesaid Funds.

13. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS:

This Scheme is conditional upon and subject to the following approvals/permissions:

13.1 Any requisite consent, approval or permission of the Central Government or any other authority and financial institutions which by law or contract may be necessary for the implementation of this Scheme.

13.2 Approval by the members of the First and the Second Transferor Companies and the Transferee Company under Section 391 of the Companies Act, 1956; and

13.3 All court sanctions and orders as are legally necessary or required under the Companies Act, 1956.

14. EFFECT OF NON-RECEIPT OF APPROVALS/SANCTIONS:

In case the Scheme is not sanctioned by the High Court at Bombay for any reason whatsoever or for any other reason the Scheme cannot be implemented before September 30, 1995 or any other [Illegible] consent, approval or permission is not obtained [Illegible] the September 30, 1995 or within such further time [Illegible] between the respective Boards of Direct [Illegible] and the Second Transferor Companies

and the Transferee Company, the Scheme shall become null and void and of no effect and in that event no rights and/or liabilities shall accrue to or be incurred inter-se by the parties in terms of the Scheme and the parties shall bear and pay their respective costs and expenses in connection with or relating to this Scheme.

15. (a) The First and the Second Transferor Companies with reasonable despatch make an application to the High Court of Bombay under Section 391 of the Companies Act, 1956 seeking order for convening and holding of the meetings of their respective equity shareholders, and, the Transferee Company shall similarly make an application seeking orders for convening, holding and conducting of the meeting of its shareholders, to be called, held and conducted in such manner as the High Court may direct to consider and if thought fit to approve with or without modification this scheme:

(b) On this Scheme being agree to by the requisite majorities of the members of the First and the Second Transferor companies and of the Transferee Company, the First and the Second Transferor Companies and the Transferee Company shall, with reasonable despatch apply to the High Court of Bombay for sanctioning the Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956 and for such other order, or orders, as the Court may deem fit for carrying this Scheme into effect and for dissolution of the First and the Second Transferor Companies without winding up.

16. This Scheme shall come into operations from the Appointed Date once all necessary certified copies of the Orders under Sections 391 and 394 of the Companies [Illegible] [Illegible] be duly filed with the appropriate [Illegible].

17. EXPENSES CONNECTED WITH THE SCHEME

All costs, charges, expenses and other incidental outgoings of the First and the Second Transferor Companies and the Transferee Company respectively in relation to or in connection with activities leading upto the Scheme and of carrying out and completing the terms and provisions of the Scheme and/or incidental to the completion of Amalgamation and merger of the First and the Second Transferor Companies in pursuance of this Scheme shall be borne and paid by the respective companies in such proportion as may be mutually agreed between the respective Boards of Directors.

18. MODIFICATIONS/AMENDMENTS TO THE SCHEME:

The First and the Second Transferor Companies and the Transferee Company through their respective Boards of Directors may consent on behalf of all persons concerned to any modifications or amendments of this Scheme or to any conditions which the Court and/or any other authorities under law may deem fit to approve of or impose of which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for carrying out and implementing the Scheme and they are hereby authorised to do all acts, deeds and things as may be necessary, desirable or expedient for effecting the Scheme and to take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any authorities or otherwise howsoever, arising out of or by virtue of this Scheme and/or any matters concerned or connected therewith.

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY PETITION NO. 74 OF 1995

CONNECTED WITH

COMPANY APPLICATION NO. 440 OF 1994

In the matter of Sections 391 and

394 of the Companies Act, 1956

and

          In the matter of scheme of [Illegible]tion

of Wipro Infotech Ltd. and Wipro

Systems Ltd. with Wipro Ltd.    

WIPRO LIMITED.. Petitioners

CERTIFIED COPY OF

ORDER SANCTIONING THE SCHEME OF AMALGAMATION

*  *  *

Dated this 15th day of June, 1995.

Filed this 30^th day of June 1995.

M/S. Kanga & Co. Advocates for the Petitioners Bombay.

Regd & Corp. Office Bakhtaway 229 Nariman Point Bombay-400 021 Tel: 202 6436 Tlx: 011-85527 Fax: 202 3797

July 3, 1995

The Registrar of Companies, Maharashtra

Office of the Registrar of Companies

Hakoba Compound, 2nd Floor,

Bombay Cotton Mills Estate,

Dattram L&d Marg,

Kala Chowkie,

Bombay 400033.

Dear Sir,

Ref: Company No. 4713

Sub: Filing of Certified copy of the Order passed by the Bombay High Court.

We enclose herewith a certified copy of the Order issued by the Bombay High Court, in respect of Scheme of Amalgamation of Wipro Infotech Limited and Wipro Systems Limited with Wipro Limited. The said Order was passed on 15/61995 and the certified copy was issued to us on 30/6/1995

Kindly take the above documents on record and oblige.

Thanking you,

Yours faithfully,

For WIPRO LIMITED

SATISH MENOR

COMPANY SECRETARY AND CORPORATE COUNSEL

IN THE HIGH COURT OF KARNATAKA, BANGALORE

DATED THIS THE 5^TH DAY OF APRIL 2006

BEFORE

THE HON’BLE MR. JUSTICE V.G.SABHAHIT

COMPANY PETITION NO 130 OF 2005

BETWEEN

1 WIPRO LIMITED

REGISTERED OFFICE

DODDAKANNELLI, SARJAPURA ROAD

BANGALORE-560 035

PETITIONER

(By Sri: A MURALI, AZB AND PARTNERS)

AND: NIL RESPONDENT

This petition is filed under Sections 391 to 394 of the Companies Act, 1956 praying that for the reasons stated therein this Hon’ble Court may be pleased to: sanction the Scheme of Amalgamation, Annexure—A hereto, by the Hon’ble Court so as to be binding on the Petitioner Company, its shareholders and also on Spectramind Limited and Spectramind Limited, Bermuda and their shareholders and creditors and etc.

This petition coming on for hearing this day, the Court made the following:

ORDER

This is a petition filed under Section 391 to 394 of the Companies Act, 1956 [hereinafter called as the “Act”] to sanction the scheme of amalgamation of Spectramind Limited, Bermuda (transferor company

1

No.1) and Spectramind Limited, Mauritius (transferor company No.2) with WIPRO Limited (transferee company) as per the scheme of amalgamation as per Annexure-A.

2. The transferee company was incorporated on 29-12-1945 under the provisions of the Companies Act, 1913 under the name and style Western India Vegetable Products Limited in the State of Maharashtra, with registration No. 4713 of 1945-46 and changed its name to Wipro Products Limited with effect from 7-6-1977. The transferee company changed its name to Wipro Limited with effect from 28-4-1984 and shifted its registered office from the State of Maharashtra to the State of Karnataka with effect from 10-7-1996. The registered office of the transferee company is situated at Doddakannelli, Sarjapur Road, Bangalore-560 035.

The authorised share capital of the transferee company is RS.355,00,00,000/- (Rupees Three hundred and fifty five crores only) divided into 165,00,00,000 (One hundred and sixty five crores) equity shares of

2

Rs.2/- each and 2,50,00,000 (Two Crores and fifty lakhs) preference shares of Rs.10/- each and the issued, subscribed and paid up share capital of the company is Rs.141,17,87,148/- (Rupees one hundred and forty one crores seventeen lakhs eighty seven thousand and one hundred and forty eight only) divided into 70,58,93,574 (seventy crores fifty eight lakhs ninety three thousand five hundred and seventy four) equity shares of Rs.2/- each fully paid up and is presently engaged in the business of information technology including dealing in computer equipments, software etc. The latest audited balance sheet of the transferee company is produced as per Annexure-C.

The Board of Directors of transferee company has approved the scheme of amalgamation in its meeting held on 22-4-2005 whereunder the companies known as Spectramind Limited, Bermuda and Spectramind Limited, Mauritius are proposed to be merged with the transferee company subject to confirmation of this Court and also the authorities in Bermuda and Mauritius.

3

This Court by its order dated 21-6-2005 in C.A. No.504/2005 directed the transferee company to convene and hold meetings of its shareholders and creditors for considering and if thought fit approving with or without modification of the scheme of amalgamation and accordingly, meetings of the shareholders and creditors of the transferee company were held on 21-7-2005 and 29-7-2005 respectively and the Chairman of the respective meetings have submitted the report and the shareholders and the creditors have approved the scheme by requisite majority.

This Court by order dated 12-9-2005 admitted this petition and issued notice to the Regional Director and directed paper publication to be carried out in Business Standard and Kannada Prabha Newspapers. Accordingly, paper publication has been taken out.

4. The transferor company No.1 was incorporated on 2-3-2000 under the provisions of the Companies Act, 1981, Bermuda and is engaged in the business of marketing and other services for companies engaged in

4

IT (Information Technologies) Enabled Services, more commonly known as Business Process Outsourcing or BPO and the registered office of the transferor company No. 1 is situated at Canon’s Court, 22, Victoria Street, Haminiton, HM 12, Bermuda The authorised share capital of the transferor company No.1 is USD 5,00,00,000/- (US Dollars Five crores only) divided into 500,00,00,000 Zero coupon Non Redeemable Convertible Series A Preference Shares of US$ 0.01 each and the issued, subscribed and paid up capital is USD 96,30,923 (US Dollars ninety six lakhs thirty thousand nine hundred and twenty three only) divided into 96,30,92,931 Zero Coupon Non Redeemable Convertible Series A Preference Shares of US$ 0.01 each.

5. The transferor company No. 2 was incorporated on 18-10-2000 under the provisions of the Companies Act, 1984, Mauritius and is an investment holding company having its registered office at 3^rd floor, Les Cascades, Edith Cavell Street, Port Louis, Mauritius and the authorised share capital of the transferor company

5

No. 2 is USD 2,50,00,000/- (US Dollars two crores fifty lakhs only) divided into 2,50,00,000 ordinary shares of US$ 1 each and the issued, subscribed and paid up capital is USD 78,13,983 (US Dollars Seventy eighty lakhs thirty thousand nine hundred eighty three only) divided into 78,13,983 ordinary shares of US$ 1 each.

6. Notice was issued to the Regional Director. The Regional Director, Ministry of Company Affairs, Southern Region, Chennai has examined the Scheme and has filed an affidavit dated 27-3-2006 averring that there is compliance of Section 104(B) (2) of the Companies Act, 1981 of Bermuda and has also averred that the foreign jurisdiction is an appointed jurisdiction or approved by the Minister upon application by the company for the purpose of amalgamation of the company with a foreign corporation and continuance as a foreign corporation and it is reported by the transferor company that they have made an application on 18-11-2005 to the Ministry of Finance, Bermuda for designation of Republic of India as an appointed

6

jurisdiction under Section 2(1) of the Companies Act, 1981 of Bermuda, since Republic of India has not been designated as an appointed jurisdiction under the said Section and this scheme can be considered by this Court, after approval of as mentioned above by the transferor company No.1 from the Ministry of Finance and produced before this Court. It is further averred in the affidavit of the Regional Director, Ministry of Company Affairs, Southern Region that the transferee company has to clarify the details of persons who made the share application money and how the same will be treated in the accounts of the transferee company after the merger as nothing has been mentioned in the scheme about this aspect.

7. After the receipt of the affidavit of the Regional Director, Ministry of Company Affairs, Southern Region, Chennai, the transferee company-petitioner has produced Annexure-A5 dated 28-3-2006 issued by the Ministry of Finance, Bermuda approving Republic of India as an appointed jurisdiction for the purpose of

7

amalgamation, of Spectramind Limited, Bermuda with Wipro Limited and the petitioner has also produced at Annexure-A2 the share certificate issued by the Spectramind Limited, Bermuda certifying that WIPRO limited, Doddakanelli, Sarjapur Road, Bangalore is the registered holder of Two hundred and sixty million full paid Series A Preferred Shares of the par value of (U.S.) $0.01 each in the above named company, subject to the Memorandum of Association and Bye-laws thereof and the said certificate has been issued on 4-4-2005 and wherefore, the clarifications which were required to be submitted as per the affidavit of the Regional Director, Ministry of Company Affairs have been submitted by the transferee company.

8. In the circumstances, the proposed scheme of amalgamation is in accordance with law, which has been approved by requisite majority of shareholders and creditors and is not prejudicial to the interest of the shareholders and general public and is entitled to be sanctioned and accordingly, I pass the following:

8

ORDER

(i) The Company petition is allowed.

(ii) The scheme of amalgamation, Annexure-A, proposed by the petitioner-transferee company, is sanctioned and is binding on the petitioner-transferee company and its shareholders and also on Spectramind Limited, Bermuda (transferor company No.1) and Spectramind Limited, Mauritius (transferor company No.2) and their shareholders and creditors.

(iii) Office is directed to draw up a decree in Form No. 42.

(iv) The petitioner is directed to serve a copy of this order to the Regional Director, Ministry of Company Affairs, Southern Region, Chennai.

Ia

9

IN THE HIGH COURT OF KARNATAKA, BANGALORE

DATED THIS THE 5^TH DAY OF APRIL 2006

BEFORE

THE HONBLE MR. JUSTICE V.G. SABHAHIT

COMPANY PETITION NO. 161 OF 2005

C/W

COMPANY PETITION NO. 129 OF 2005

IN COMPANY PETITION NO. 161 OF 2005

BETWEEN

1 WIPRO BPO SOLUTIONS LIMITED

REGISTERED OFFICE

DODDAKANNELLI, SARJAPUR ROAD

BANGALORE 35

... PETITIONER

(By Sri; A MURALI, AZB AND PARTNERS, ADV.)

AND:

1 NIL

... RESPONDENT

This petition is filed under Sections 391 to 394 of the Companies Act, 1956 praying that for the reasons stated therein this Hon’ble Court may be pleased to: sanction the Scheme of Amalgamation, Annexure A hereto, by the Hon’ble Court so as to be binding on the Petitioner Company, its shareholders and also on Wipro Limited and their shareholders and creditors and etc.

1

IN COMPANY PETITION NO.129 OF 2005

BETWEEN

1 WIPRO LIMITED

REGISTERED OFFICE

DODDAKANNELLI,

SARJAPURA ROAD

BANGALORE-560 035

… PETITIONER

(By Sri: A MURALI, AZB AND PARTNERS, ADV.)

AND:

1 NIL

... RESPONDENT

This petition is filed under Sections 391 to 394 of the Companies Act, 1956 praying that for the reasons stated therein this Hon’ble Court may be pleased to: sanction the Scheme of Amalgamation, Annexure—A hereto, by the Hon’ble High Court so as to be binding on the Petitioner Company, its shareholders and also on Wipro BPO Solutions Limited and their shareholders and creditors and etc.

These petitions coming on for hearing this day, the court made the following:

ORDER

These petitions are filed under Sections 391 to 394 of the Companies Act, 1956 seeking for sanction of scheme of amalgamation as per Annexure-A. Company Petition No.161/2005 is filed by the transferor company and C.A.No.129/2005 is filed by the transferee company.

2

per the order of this Court and the scheme was approved with requisite majority by the shareholders and creditors. Accordingly, the report of the Chairman of the respective meetings has been produced.

Notice was issued to the Regional Director and paper publication was taken as per the order passed by this Court on 12-9-2005. The Regional Director, Ministry of Company Affairs, Southern Region, Chennai has filed an affidavit stating that Scheme has been carefully examined with reference to the material papers and upon such examination, it has been decided not to make any representation against the scheme. However, in view of clause 12(2) of the Scheme, unless the scheme of amalgamation of Spectra Limited, Bermuda and Spectramind Limited, Mauritius with the transferee company as per Co.P.No.130/2005 is sanctioned, the scheme of amalgamation made in Co.P.No.129 & 161/2005 cannot be sanctioned.

5

3. This Court by a separate order passed on this day, has sanctioned the amalgamation scheme in Company Petition No.130/2005, wherein the amalgamation of Spectra Limited, Bermuda and Spectramind Limited, Mauritius with the transferee company has been sanctioned.

4. The transferor company was incorporated on 3.3.2000 under the provisions of the Companies Act, 1956 under the name and style Spectramind Services Private Limited in the State of Delhi, with registration No.34668. The transferor company changed its name to Wipro BPO Solutions Limited with effect from 13.4.2005. The registered office of the transferor company is situated at Doddakannelli, Sarjapur Road, Bangalore-560 035. The authorised share capital of the transferor company is Rs.114,00,00,000/- (Rupees one hundred and fourteen crores only) divided in 8,50,00,00,000 (eight crores fifty lakhs) equity share of Rs.10/- (Rupees ten only) and 2,90,00,000 zero coupon non-voting convertible preference shares of Rs.10/- (Rupees ten only) each and the issued, subscribed and paid up share capital of the company is

6

Rs.65,92,76,700/- (Rupees sixty five crores ninety two lakhs seventy six thousand seven hundred only) divided into 6,59,27,670 (six crores fifty nine lakhs, twenty seven thousand six hundred and seventy only) equity shares of Rs.10/- (Rupees ten only) each fully paid up. The latest balance sheet of the company is produced. This Court directed the transferor company to convene the meeting of the shareholders and creditors and accordingly, a meeting has been held and report of the Chairman has been submitted stating that a resolution approving the amalgamation scheme has been passed with requisite majority.

Notice was also issued to the Official Liquidator and he has filed a report as per the second proviso to sub-section (1) of Section 394 of the Companies Act, 1956 that after examining the books of account and papers of the transferor company, Chartered Accountant was appointed and on the basis of the application of the Official Liquidator and the report which is submitted by the Chartered Accountant, the Official Liquidator has reported to this Court that he has no objection for sanctioning the scheme of amalgamation.

7

5. In the circumstances, I am satisfied that the proposed scheme of amalgamation is in accordance with law, which has been approved by requisite majority of shareholders and creditors and is not prejudicial to the interest of the shareholders and general public and is entitled to be sanctioned and accordingly, I pass the following:

ORDER

(i) The Company petitions are allowed.

(ii) The scheme of amalgamation, Annexure-A, proposed by the petitioner-transferor company, is sanctioned and is binding on the petitioner-transferor company and its shareholders and also on Wipro Limited and their shareholders and creditors.

(iii) The petitioner is directed to serve a copy of this order to the Regional Director,

8

9

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 10^TH DAY OF JANUARY 2008

BEFORE

THE HON’BLE MR. JUSTICE AJIT J GUNJAL

COP 72/2007 c/w.

COP 73/2007 AND COP 71/2007

BETWEEN (cop No 71 OF 2007)

WIPRO LIMITED

REGISTERED OFFICE

DODDAKANNELLI, SARJAPUR ROAD

BANGALORE-35

… PETITIONER

(By Sri SAJI P JOHN FOR M/S. SPJ LEGAL - ADV.)

AND:

NIL

... RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Petitioner Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

BETWEEN (COP NO 72 OF 2007)

WIPRO INFRASTRUCTURE

ENGINEERING LIMITED

REGISTERED OFFICE

A/103, PEENYA INDUSTRIAL AREA

BANGALORE                          .... PETITIONER

1

(By Sri SAJI P JOHN - ADV. FOR SPJ LEGAL)

AND:

NIL

... RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Transferee Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

BETWEEN (COP NO 73 OF 2007)

-------

WIPRO HEALTHCARE IT LIMITED

REGISTERED OFFICE

DODDAKANNELLI, SARJAPUR ROAD

BANGALORE-35

... PETITIONER

(By Sri SAJI P JOHN - ADV. FOR SPJ LEGAL)

AND:

NIL

... RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Transferee Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

[ILLEGIBLE] THESE COMPANY PETITIONS COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

2

ORDER

These petitions are filed for sanctioning the Scheme of Amalgamation of Wipro Infrastructure Engineering Limited (Transferor Company No.1), Wipro Healthcare IT Limited, (Transferor Company No.2) and Quantech Global Services Limited (Transferor Company No. 3) with Wipro Limited, the Transferee Company.

2. The Transferee company was incorporated on 29.12.1948 under the provisions of the Companies Act, 1913 under the name and style Western India Vegetable Products Limited in the State of Maharashtra. The transferee company changed its name to Wipro Products Limited with effect from 17.6.1977. The Transferee Company has subsequently changed its name to Wipro Limited with effect from 28.4.1984. The transferee Company has shifted its registered office from

3

the State of Maharashtra to the State of Karnataka w.e.f. 10.7.1996. The Transferee Company was originally incorporated to carry on the business of purchase or otherwise acquire or take over any lands, with or without buildings and plant, machinery etc. The Transferee Company is presently engaged in the business of information technology including the dealing in computer equipments, software etc. The registered office of the transferee Company is situated at Dodddakannelli, Sarjapura Road, Bangalore 560 035.

The authorised share capital of the Transferee Company is Rs.355,00,00,000/- (Rupees three hundred and fifty five crores only) divided into 165,00,00,000 (One hundred and sixty five crores) equity shares of Rs.2/- (Rupees two only) and 2,50,00,000/- (two crore fifty lakhs) redeemable cumulative preference

4

share of Rs.10/- each and the issued, subscribed and paid up share capital of the company is Rs.291,79,99,300/- (Rupees two hundred and ninety one crores seventy nine lakhs ninety nine thousand and three hundred only) divided into 145,89,99,650/- (one hundred and forty five crores eighty nine lakhs ninety nine thousand three hundred) equity shares of Rs.2/- (Rupees two only) each fully paid up.

3. The Transferor Company No.1 was originally incorporated on July 31^st 2000 under the provisions of the Companies Act, 1956 under the name and style [ILLEGIBLE] Limited in the State of Karnataka. The Transferor Company No.1 changed its name to Wipro Fluid Power Limited w.e.f April 16, 2002 and then changed as Wipro Infrastructure Engineering Limited with effect from October 19, 2005 and is engaged in the business of

5

designing, developing, fabricating, manufacturing, operating, installing, maintaining and assembling of all types and kinds of pneumatic or hydraulic cylinders. The registered office of the transferor Company No.1 is situated at 9A/10B Peenya Industrial Area, Bangalore.

4. The Transferor Company No. 2 was incorporated on August 13, 2000 under the provisions of the Companies Act, 1956 under the name and style GE Medical Systems IT Limited in the State of Karnataka. The Transferor Company No.2 changed its name to Wipro Health Care IT Limited with effect from 29 August 2002 and is engaged in the business of development, operating, maintaining, servicing and marketing healthcare related software including but not limited to hospital information system. The registered office of the transferor company No. 2 is situated at Doddakannelli, Sarjapura road, Bangalore 560035.

6

5. The Transferor Company No. 3 was incorporated on June 21, 2001 under the provisions of the Companies Act, 1956 under the name and style Quantech Global Services Limited in the State of Andhra Pradesh and is engaged in the business of creation, development, import, export and marketing of software for commercial, scientific, technical industrial entertainment etc. The registered office of the Transferor Company No.3 is situated at 5Q2-AZ, Cyber towers, Hitec city, Hyderabad 560 008.

6. The petitions were filed on 14.8.2007 and on 24.8.2007, the petitions were admitted and this Court directed issuance of notice of hearing the petitions on or before 31.8.2007 fixing the date of hearing as 21.9.2007 in one

7

edition of ‘Business Standard’ English daily and ‘Kannada Prabha’ Kannada daily. Pursuant to the said notice, the official liquidator filed his report in OLR 674 OF 2007 in Company Petition No.72 of 2007 and OLR NO.675 of 2007 in Company Petition No.79 of 2007. An affidavit is filed on behalf of the Registrar of Companies in Karnataka, It is stated that the Regional Director of the Registrar of Companies has examined the scheme of amalgamation with reference to the material papers made available and upon such examination, the affidavit discloses that clause 14 of the Scheme that upon the scheme coming into effect, the excess of the value of the assets over the liabilities of the respective transferor companies shall be reflected as ‘General Reserve’ in the books of the Transferee Company. As the said excess has to be reflected only in the ‘capital reserve’ in the books of the transferee

8

company, clause 14 has to be modified suitably so as to substitute the word ‘General Reserve’ with ‘Capital Reserve’ . It is also submitted that clause 23 of the Scheme that the Scheme is not sanctioned by the Hon’ble Court by 31.12.2005 or such other date as may be fixed by the Board of Directors of the Companies concerned, the Scheme shall become null and void.

In response to the affidavit filed by the Registrar of Companies, an affidavit is filed by the Transferee Company submitting that the Scheme of Amalgamation was approved by the Board of Directors and the shareholders of the petitioner Companies during the year 2007 and the date 31.12.2005 mentioned in Clause NO.23 of the Scheme of Amalgamation is typographical mistake. The actual date is 31.12.2008. Since the same is a typographical error, the affidavit is accepted. The scheme is accepted.

9

The scheme is modified by substituting the date 31.12.20005 with 31.12.2008 in clause 23 of the Scheme.

Insofar as Clause 14 is concerned, the Scheme is modified by substituting the word ‘General Reserve’ with ‘Capital Reserve’.

The scheme is filed in the year 2007. The date mentioned therein is suitably modified.

The official liquidator has also filed a report indicating that the Chartered Accountant who was appointed by this Court and has examined the books of accounts and other records has not made any adverse remarks in the functioning of the Company and has opined that the affairs of the transferor company do not appear to have been conducted in a manner prejudicial to the interest of its members or

10

to the public. It is also submitted that the transferor Company No.3-Quantech Global Services Limited has filed Company Petition No.126 of 2007 before the High Court of Andhra Pradesh for sanctioning the Scheme of Amalgamation.

The Board of Directors of the Transferee Company has approved and adopted the scheme of Amalgamation on 6.6.2007 by circular resolution. Pursuant to it, the Board of Directors of the Transferor Companies has approved and adopted the Scheme of Amalgamation on 6.6.2007.

The Transferee Company has filed Company Application No.392 of 2007, the transferor Company No.1 has filed Company Application NO.667 of 2007 and the Transferor Company No.2 has filed Company Application No. 668 of 2007 for direction to convene the meetings of the shareholders and creditors of the companies to

11

approve the Scheme of Amalgamation. Pursuant to this, order was passed on 20.6.2007 allowing the said applications. The meetings of the shareholders and creditors of the petitioner companies were held as directed by this Court and Scheme of Amalgamation was approved with requisite majority.

These three petitions were filed on 14.8.2007 and as directed by this Hon’ble Court notices were taken. It is also submitted that the Scheme of Amalgamation has been approved by the creditors also.

7. Under these circumstances, a case for according sanction for the Scheme of Amalgamation of three Companies is made out. Hence, the following order is passed:-

i) Scheme of Amalgamation proposed by all the three companies who are the petitioners herein is hereby sanctioned and it will be binding on the petitioners companies, their shareholders and creditors.

12

ii) Transferor Company Nos.1 and 2 shall stand dissolved without the order of winding up,

iii) Registry is directed to draw up a decree in Form No.52.

iv) This order is subject to the order passed by the High Court of Andhra Pradesh in Company Petition 126/2007.

The petitioners shall file a copy of this order with the Registrar of Companies within thirty days.

All the three petitions stand disposed or.

13

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 10^TH DAY OF JANUARY 2008

BEFORE

THE HON’BLE MR. JUSTICE AJIT J GUNJAL

COP 75/2007 c/w.

COP 76/2007 AND COP 74/2007

BETWEEN (COP NO 74 OF 2007)

WIPRO LIMITED

REGISTERED OFFICE

DODDAKANNELLI, SARJAPUR ROAD

BANGALORE-35

... PETITIONER

(By Sri SAJI P JOHN-ADV. FOR SPJ LEGAL)

AND:

NIL

... RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Petitioner Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

BETWEEN COP NO 76 OF 2007

MPOWER SOFTWARE SERVICES (INDIA)

PRIVATE LIMITED

1

REGD OFFICE DODDAKANNELLI

SARJAPUR ROAD, BANGALORE – 35

… PETITIONER

(By Sri SAJI P JOHN - ADV. FOR SPJ LEGAL)

AND:

NIL

… RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Transferee Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

COP NO 75 OF 2007

BETWEEN

MPACT TECHNOLOGY SERVICE PRIVATE LIMITED

REGD OFFICE

DODDAKANNELLI SARJAPUR ROAD

BANGALORE - 560035.

… PETITIONER

(By Sri SAJI P JOHN - ADV. FOR SPJ LEGAL)

AND:

NIL

… RESPONDENT

Counsel for the Petitioner has filed the above Petition under Sections 391 to 394 of the Companies Act, 1956, praying that for the reasons stated therein this Hon’ble Court may be pleased to sanction the scheme of amalgamation Annexure A in the Petition, so as to be binding on the Transferee Company, its shareholders, creditors and also on the Transferor Companies and its shareholders and creditors.

2

THESE COMPANY PETITIONS COMING ON FOR ORDERS THIS DAY, THE COURT MADE THE FOLLOWING:

ORDER

These petitions are filed for sanctioning the Scheme of Amalgamation of Mpact Technology Services Private Limited (Transferor Company No.21), Mpower Software Services (India) Private Limited, (Transferor Company No.1) and Cmango India Private Limited (Transferor Company No.3) with Wipro Limited, the Transferee Company.

2. The Transferee company was incorporated on 29.12.1945 under the provisions of the Companies Act, 1913 under the name and style Western India Vagetable Products Limited in the State of Maharashtra. The transferee company changed its name to Wipro Products Limited with effect from

3

17.6.1977. The Transferee Company has subsequently changed its name to Wipro Limited with effect from 28.4.1984. The transferee Company has shifted its registered office from the State of Maharashtra to the State of Karnataka w.e.f.10.7.1996. The Transferee Company was originally incorporated to carry on the business of purchase or otherwise acquire or take over any lands, with or without buildings and plant, machinery etc. The Transferee Company is presently engaged in the business of information technology including the dealing in computer equipments, software etc. The registered office of the transferee Company is situated at Dodddakannelli, Sarjapura Road, Bangalore 560 035.

4

The authorised share capital of the Transferee Company is Rs.355,00,00,000/- (Rupees three hundred and fifty five crores only) divided into 165,00,00,000 (One hundred and sixty five crores) equity shares of Rs.2/- (Rupees two only) and 2,50,00,000/- (two crore fifty lakhs) redeemable cumulative preference share of Rs.10/- each and the issued, subscribed and paid up share capital of the company is Rs.291,79,99,300/- (Rupees two hundred and ninety one crores seventy nine lakhs ninety nine thousand and three hundred only) divided into 145,89,99,650/- (one hundred and forty five crores eighty nine lakhs ninety nine thousand three hundred) equity shares of Rs.2/- (Rupees two only) each fully paid up.

3. The Transferor Company No.1 was originally incorporated on August 21, 2003 under the provisions of the Companies Act, 1956 under the name and style Mpact Technology Services Private Limited in the State of Tamilnadu. The Transferor Company No.1

5

changed its registered office to Karnataka w.e.f 12.10.2006 and is engaged, inter alia in the business of developing, compiling operating providing modifying and marketing of all forms of software, internet and internet products and to buy, sell and trade in software related technologies. The registered office of the transferor Company No.1 is situated at Doddakannelli, Sarjapura road, Bangalore 560 035.

4. The Transferor Company No.2 was incorporated on July 16, 2003 under the provisions of the Companies Act, 1956 under the name and style Mpower Software Services (India) Private Limited in the State of Tamilnadu. The Transferor Company No.2 changed its registered office to Karnataka w.e.f.12.10.2006 and is engaged, inter-alia, in the business of developing, compiling, operating, providing, modifying and marketing

6

of all forms of software, internet and internet products and to buy, sell and trade in software related technologies. The registered office of the transferor company No.2 is situated at Doddakannelli, Sarjapura road, Bangalore 560 035.

5. The Transferor Company No.3 was incorporated on November, 16 2000 under the provisions of the Companies Act, 1956 under the name and style Cmango India Private Limited in the State of Maharashtra and is, interalia engaged in the business of software development and consulting services, system integration, customer support and value added services including data processing/call processing centres. The registered office of the Transferor Company No.3 is situated at c/o.V.N.Deodhar & Company, 4/3 Radha, Shastri hall, Grant road (W), Mumbai 400 0007.

7

6. The petitions were filed on 14.3.2007 and on 24.8.2007, the petitions were admitted and this Court directed issuance of notice of hearing the petitions on or before 31.8.2007 fixing the date of hearing as 21.9.2007 in one edition of Business Standard English daily and Kannada Prabha Kannada daily. Pursuant to the said notice, the official liquidator filed his report in OLR 676 OF 2007 in Company Petition No.75 of 2007 and OLR NO.673 of 2007 in Company Petition No.76 of 2007 submitting that the affairs of the Company are not in any way prejudicial to the interest of the shareholders and creditors. The Registrar of Companies in Karnataka has filed an affidavit through the Regional Director indicating that they have no objection for granting the request made. It is also submitted that the transferor Company No.3-Cmango India Private Limited has filed Company Petition No.971 of 2007 before the High Court of Judicature at Bombay for sanctioning the Scheme of Amalgamation.

8

7. Having perused the report of the official liquidator and also the affidavit filed by the Registrar of Companies, I am of the view that a case is made out for sanctioning the Scheme of Amalgamation. Hence, the following order is passed:-

i) Scheme of Amalgamation proposed by all the three companies who are the petitioners herein is sanctioned and it will be binding on the petitioners companies, their shareholders and creditors.

ii) Transferor Company Nos.1 and 2 shall stand dissolved without the order of winding up,

iii) Registry is directed to draw up a decree in Form No.52.

9

iv) This order is subject to the order passed by the High Court of Judicature at Bombay in COP 971/2007.

The petitioners shall file a copy of this order with the Registrar of Companies within thirty days.

All the three petitions stand allowed.

10

IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH

AT HYDERABAD

(ORDINARY ORIGINAL/CIVIL JURISDICTION)

THURSDAY, THE TWENTY FIRST DAY OF FEBRUARY

TWO THOUSAND AND EIGHT

PRESENT

THE HON’BLE SRI JUSTICE V.V.S.RAO

COMPANY PETITON NO.126 of 2007

IN THE MATTER OF THE COMPANIES ACT (1 of 1956)

AND

IN THE MATTER OF M/s. QUANTECH GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF M/s. WIPRO INFRASTRUCTURE ENGINEERING LIMITED

AND

IN THE MATTER OF M/s. WIPRO HEALTH CARE IT LIMITED

WITH

IN THE MATTER OF M/s. WIPRO LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Between:

M/S QUANTECH GLOBAL SERVICES LIMITED a Company incorporated under the Companies Act 1956, Regd. Office at 5Q2-A2, Cyber Towers, Hitec City, Hyderabad, A.P., rep. by its Director Mr. Suresh C. Senapaty

..... PETITIONER/TRANSFEROR COMPANY NO.3

Petition under Section 391 and 394 of the Companies Act 1956, praying that this High Court may be pleased to

The Petitioner/Transferor Company therefore prays:-

a) That the scheme of Amalgamation as consented by the shareholders of the petitioner company and the Transferee company a copy of which is filed hereto as Annexure-A9, be sanctioned and confirmed by this Hon’ble High Court so as to be binding on all the members, creditors and employees of the petitioner company and all concerned.

b) For an order that the petitioner/Transferor company be dissolved without going through the process of winding up.

c) For an order under section 394 of the Act that the petitioner company do within 30 days after the date of the orders, cause a certified copy to be delivered to the Registrar of Companies, Andhra Pradesh Hyderabad, for registration and on such certified copy being delivered or such date as this Hon’ble High Court may deem fit, the Registrar of Companies, Andhra Pradesh, Hyderabad shall take all necessary consequential action in respect of the petitioner company and also dissolution of the transferor company without going through the process of winding up.

d) That the parties of the scheme or other persons interested shall be at liberty to apply to this Hon’ble Court for any direction that may be necessary in regard to the carrying out of the Scheme of amalgamation; and;

e) That such order or orders as the Hon’ble Court may deem fit and proper in the circumstances of the case.

This Petition coming on for orders upon reading the Judge’s Summons and the affidavit dated: 27-11-2007 and filed by Sri. Suresh C. Senapathy, Director of the Petitioner Company in support of this Petition and upon hearing the arguments of Sri. V.S. Raju, Advocate for the Petitioner and Sri. A. Rajasekhar Reddy, Assistant Solicitor General and Sri. M. Anil Kumar, Counsel for the Official Liquidator appearing on behalf of the Central Government.

THE COURT MADE THE FOLLOWING ORDER ON PETITION:

The above Petition coming on for hearing on 21^st day of February 2008. Upon reading the said Petition, the order dated 23^rd November 2007 in Company Application No.2040 of 2007 dispensing with the convening of the meeting of the shareholders of the above named company for the purpose of considering and If thought fit approving with or without modification the scheme of amalgamation to be made between the transferor companies and the transferee company and also on going through the consents obtained from all the equity shareholders and creditors filed before this Court and upon hearing learned Counsel for the

//2//

Petitioner, Sri V.S.Raju, and it is appearing from the affidavits of the shareholders and creditors that the proposed scheme of amalgamation has been approved/consented by all the shareholders and creditors of the petitioner company.

After receiving notice, Official Liquidator filed a report expressing that the affairs of the transferor company herein are not conducted in a manner prejudicial to its members or against public interest. In spite of giving sufficient time, the Central Government has not filed any affidavit objecting the scheme. It is brought to the notice of this Court that M/s. Wipro Limited (transferee company) filed COP No.71 of 2007 under Sections 391 to 394 of the Companies Act, 1956, seeking sanction of scheme of amalgamation, which is subject matter of this petition. The said petition was considered by Hon’ble High Court of Karnataka along with COP Nos.72 and 73 of 2007 filed by other two transferor companies, and by order dated 10.01.2008, subject to modification of Clause No.23 by substituting the date 31.12.2005 with 31.12.2008, the High Court of Karnataka sanctioned the scheme of amalgamation approved by the Board of Directors of the petitioner herein.

This Court, therefore, subject to modification of Clause No.23 by substituting the date 31.12.2005 with 31.12.2008 doth hereby sanction the scheme of Amalgamation as set out in Para 23 of the Petition and Schedule thereto (Annexure-A9) and doth hereby declare that the same to be binding on the equity shareholders and creditors of the above named companies.

This Court also observes that Accounting Standard 14 issued by the Council of the Indian Institute of Chartered Accountants in India shall apply on such amalgamation.

That the parties to the scheme of amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the scheme of amalgamation and that the said companies do file with the Registrar of Companies a certified copy of this order within 30 days from this date.

2

And this Court doth further order that the transferor company herein shall pay costs of Rs.2,000/- (Rupees two thousand only) to the learned Counsel for the Official Liquidator. The Company Petition shall stand disposed of accordingly.

//TRUE COPY//

TO

1. Sri. Suresh C. Senapathy Director, M/s Quantech Global Services Limited, Regd. Office at 5Q2-A2. Cyber Towers, Hitec City, Hyderabad, A.P.

2. The Registrar of Companies, 3-5-398, C.P.W.D. Building, Kendriya Sadan, Sulthan Bazar, Koti, Hyderabad.

3. The Official Liquidator, 3-5-398, C.P.W.D. Building, Kendriya Sadan, Sulthan Bazar, Koti, Hyderabad.

4. The Regional Director, Company Law Board, Southern Region, Chennai

5. Two CD Copies

6. One C.C. to Sri. A. Rajasekhara Reddy, Assistant Solicitor General (OPUC/OUT)

7. One C.C. to Sri. V.S. Raju, Advocate (OPUC)

8. One C.C. to Sri. M. Anil Kumar, Advocate (OPUC)

Prk

3

HIGH COURT

DATED: 21-02-2008

ORDER

CP. NO. 126/2007

Disposing of the Company Petition.

SCHEME OF AMALGAMATION

OF

WIPRO INFRASTRUCTURE ENGINEERING LIMITED, BANGALORE

AND

WIPRO HEALTHCARE IT LIMITED, BANGALORE

AND

QUANTECH GLOBAL SERVICES LIMITED, HYDERABAD

WITH

WIPRO LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

A. This scheme of amalgamation provides for the amalgamation of Wipro Infrastructure Engineering Limited i.e. TRANSFEROR-COMPANY 1, having its registered office at 9A/10B, Peenya Industrial Area, Bangalore, Wipro Health Care IT Limited i.e. TRANSFEROR COMPANY 2 having its registered office at Doddakannelli, Sarjapur Road, Bangalore-560035 AND Quantech Global Services Limited, i.e. TRANSFEROR COMPANY 3 having its registered office at 5Q2-A2, Cyber Towers, Hitec City, Hyderabad, Andhra Pradesh, collectively referred to as TRANSFEREE COMPANIES respectively with Wipro limited i.e. the TRANSFEREE COMPANY pursuant to the relevant provisions of the Companies Act, 1956.

B. The TRANSFEROR COMPANIES ARE wholly owned subsidiaries of the TRANSFEREE COMPANY which is holding directly/indirectly the entire issued, subscribed and paid-up equity share capital of the TRANSFEROR COMPANIES together with its nominees.

C. The TRANSFEREE COMPANY was incorporated on 29 December, 1945 under the provisions of the Companies Act, 1913. The TRANSFEREE COMPANIES were set up for various activities including the dealing in hydraulic cylinders, computer equipments, software and all related businesses. The shares of the TRANSFEREE COMPANY are listed on the National Stock Exchange of India Limited and The Bombay Stock Exchange, Mumbai and ADRs are listed on the New York Stock Exchange.

D. The TRANSFEROR COMPANY I was incorporated on July 31, 2000 under the name of Netkracker Private Limited, which has changed its name as Wipro Fluid power Limited and as Wipro Infrastructure Engineering Limited subsequently, the TRANSFEROR COMPANY 2 was incorporated on August 13, 2000 in the name of GE Medical Systems IT Limited in the State of Karnataka with Registration No.27715 of 2000 and subsequently changed its name to Wipro HealthCare IT Limited and the TRANSFEROR COMPANY 3 was incorporated on June 21, 2001 under the provisions of the Companies

Act, 1956 under the name and style Quantech Global Services Limited in the State of Andhra Pradesh with Registration No.36915 of 2001-02. The TRANSFEROR COMPANY 1 engaged in manufacture of Hydraulic Equipments and other related services, The TRANSFEROR COMPANY 2 is engaged in the business of development, operating, maintaining, servicing and marketing healthcare related Software including but not limited to hospital information systems and the TRANSFEROR COMPANY 3 is engaged in the business of development of commercial, scientific, technical, industrial, entertainment and all other applications and to provide all possible computer services software solutions, through the development of custom designed software packages, support systems and by providing consultancy services relating to software and all other related matters.

E. By the Scheme of Amalgamation it is proposed to merge the TRANSFEROR COMPANIES with the TRANSFEREE COMPANY without winding up of the former for the purpose of better, efficient and economical management, control and running of their businesses, and for further development and growth of the business of the TRANSFEREE COMPANY and for administrative convenience. The proposed amalgamation between the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY shall result in the following, benefits, amongst others, to all companies, their respective members and creditors:

(a) The amalgamation will enable the TRANSFEREE COMPANY to consolidate its business operations world wide and provide significant impetus to the growth of the TRANSFEREE COMPANY since both the TRANSFEROR COMPNAIES and the TRANSFEREE COMPANY are under the same group. The consolidation by way of an amalgamation will lead to synergies of operation and stronger and wider capital and financial base for future growth/expansion-more specifically the following.

i. To bring the three corporate entities under one roof to portray one face to the customers with one legal entity (e.g. one invoice for all services)

ii. Better leverage of facilities, infrastructure and people and for better administration

(b) The amalgamation will result in economy of scale and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, organizational rationalization efficiency and optimal utilization of various resources.

(c) The managerial expertise of the Companies will be combined giving additional strength to the Transferee Company. Consequently, the TRANSFEREE COMPANY will offer a strong financial structure to all the creditors including the creditors of the Transferor Companies, facilitate resource mobilization and achieve better cash flows. This could contribute substantially towards enhancement of the shareholders’ value of the Transferee Company.

2

(d) Duplication of administrative functions will be eliminated together with the multiple records keeping resulting in reduced expenditure.

(e) The amalgamation will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor and the Transferee Company.

(f) The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their security is maintained.

(g) There will be improvement in financial structure and management of the Company

IN CONSIDERATION OF THE RECIPROCAL PROMISES, THIS SCHEME BETWEEN THE TRANSFEROR COMPANIES AND THE TRANSFEREE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS, CREDITORS (SECURED AND UNSECURED) IS BEING PROPOSED IN ACCORDANCE WITH THE TERMS SET OUT HEREUNDER.

I. DEFINITIONS

In this Scheme, unless repugnant to the context or meaning thereof, the following expressions shall have the following meanings:

A. “ACT” means the Indian Companies Act, 1956 and any statutory modifications or re-enactment thereof for the time being in force.

B. “APPOINTED DATE” means 1st April 2007.

C. “ASSETS” shall mean all the business, undertakings, estates, assets, properties, rights, titles and interests of whatsoever nature and kind and whosesoever situate in India and abroad, of the respective Transferor Companies, including but not limited to:

(a) all assets, moveable and immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, free hold or lease hold, fixed or current, including computers and telecommunication equipments, computer hardware, software and programs, plant and machinery, office equipments, furniture and fixtures, vehicles, sundry debtors, cash and bank balances, loans and advances, deposits, buildings, godowns, warehouses, offices, inventories, bills of exchange, peripherals and accessories, receivables, investments, goodwill, investment is shares, debentures, bonds, mutual funds, etc.

b) all the registrations, permits, quotas, rights, entitlements, industrial and other licences, concessions, incentives, subsidies, approvals, authorisations, consents, tenancies, trade marks, tradenames, patents, copyrights, all intellectual property rights and licences there under, technical know-how, permits, designs, patterns, inventions, leasehold rights, leases, tenancy rights privileges, all other rights, benefits and entitlements including sales tax deferrals and other benefits, lease

3

rights (including the benefit of any applications made there for), powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections, e-mail connections, communication facilities and installations, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements, benefits under Letter of Credit, Guarantees, Letters of Comfort etc. issued for the benefit of the Company, benefits under government schemes, deferred tax benefits and other benefits accruing on account of past expenditure and all such other interests / benefits;

(c) All earnest moneys and/or security deposits;

(d) all records, files, papers, engineering and process information, manuals, data, catalogues, quotations, sales and advertising materials, list of present and former customers and suppliers, customer credit information, customer pricing information and all other records pertaining to business.

D. “The EFFECTIVE DATE” means the date on which all the conditions and filings referred to in Clause 17 hereof have been fulfilled and approvals and consents referred to therein have been obtained.

References in this Scheme to the date of “coming into effect of this Scheme” or “becoming effective” or “effectiveness of this Scheme” shall mean the Effective Date.

E. “EMPLOYEES” mean the staff, workmen and employees on the pay rolls of the TRANSFEROR COMPANIES;

F. “LIABILITIES^” shall mean all the debts, secured and unsecured loans, liabilities, responsibilities, obligations, duties of the respective Transferor Companies

G. “SHAREHOLDERS” means respectively the persons registered as holders of equity/preference shares of the Company concerned.

H. “SCHEME” means this Scheme of Amalgamation in its present form as approved by the Board of Directors of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY subject to such modifications made under clause 20 of this Scheme as the Hon’ble High Courts may impose on the Transferor Companies and TRANSFEREE COMPANY and such modifications which the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY may deem necessary subject to the approval of the High Courts.

I. “TRANSFEREE COMPANY” means “WIPRO LIMITED” a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035.

J. ‘‘TRANSFEROR COMPANY NO.1” means “WIPRO INFRASTRUCTURE ENGINEERING LIMITED”, a Company incorporated under the provisions of the Companies Act, 1956, and having its registered office at 9A/10B, First Phase, Peenya Industrial Area, Bangalore.

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K. “TRANSFEROR COMPANY NO. 2” means “WIPRO HEALTHCARE IT LIMITED Company incorporated under the provisions of the Companies Act, 1956 having its registered office at Dodda Kannelli, Sarjapur Road, Bangalore.

L. “TRANSFEROR COMPANY NO.3” means “QUANTECH GLOBAL SERVICES LIMITED^”, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5Q2-A2, Cyber Towers, Hitec City, Hyderabad:

M. “UNDERTAKINGS” means

(a) All the assets of the TRANSFEROR COMPANIES as on the Appointed Date;

(b) All the liabilities of the TRANSFEROR COMPANIES as on the Appointed Date;

Without prejudice to the generalities of the above, the undertaking of the TRANSFEROR COMPANIES shall include all rights, privileges, powers and authorities and all the property, movable or immovable, real, corporeal incorporeal, in possession or reversion, present or contingent of whatever nature and whosesoever situated, including in particular approvals, permissions, licenses, consents, exemptions, registrations, no-objection certificates and certification, permits, quotas, rights, entitlements, tenancies, roof rights, trademarks, service marks, know-how, technical know-how, trade names, descriptions, trading style, franchise, labels, label designs, color schemes, utility models, holograms, bar codes, designs, patents copyrights, privileges and any rights, titles or interest in intellectual property rights, benefits of contracts, agreements and all other rights including lease rights, licenses including those relating to trademarks, or service marks, powers and facilities of every kind, nature and description whatsoever of the TRANSFEROR COMPANIES or to which the TRANSFEROR COMPANIES is entitled and all the debts, liabilities, duties, responsibilities and obligations of TRANSFEROR COMPANIES on the Appointed Date and all other obligations of whatsoever kind including liabilities for the payment of gratuity, pension benefits, provident fund or compensation in the event of retrenchment.

N. Other expressions used in this Scheme and not expressly defined herein shall carry the same meaning as is given to them in the Companies Act, 1956.

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II. SHARE CAPITAL

Share Capital of the Transferee Company

The Present Authorised, Issued and Subscribed and paid up Share Capital of the Transferee Company as on April 1, 2007 is as stated below-

Authorised Share Capital:
1650,000,000 Equity Shares of Rs. 2/- each and 250,00,000 redeemable cumulative preference shares of Rs. 10/- each	3,550,000,000
Issued, Subscribed and Paid up:
1458,999,650 Equity Shares of Rs. 2/- each	2,917,999,300
Share Capital of the Transferor Company No. 1
The present Authorised, Issued and Subscribed and paid up Share Capital of the Transferor Company No. 1 as on April 1, 2007 is as stated below-
Authorised:
9,430,000 Equity shares of Rs. 10 each	94,300,000
3,60,00,000 1% redeemable preference shares of Rs. 10 each	360,000,000
5,70,000 0% Fully convertible Preference Shares of Rs. 10 each	5,700,000
Issued, Subscribed and Paid up:
9236100 Equity shares of Rs.10 each	92,361,000
3,60,00,000 1% redeemable preference shares of Rs. 10 each	360,000,000

All the shares issued by the TRANSFEROR COMPANY No. 1, as above, are held by the Transferee Company and its nominees, Accordingly, the TRANSFEROR COMPANY No.1 is a wholly owned subsidiary of the Transferee Company.

Share Capital of the Transferor Company No.2

The present Authorised, Issued and Subscribed and paid up Share Capital of the Transferor Company No. 2 as on April 1, 2007 is as stated below-

Authorised:
5,000,000 ordinary shares of Rs. 10/- each	50,000,000
Issued, Subscribed and Paid up:
3,410,002 ordinary shares of Rs. 10/- each	34,100,020

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All the shares issued by the TRANSFEROR COMPANY No. 2, as above, are held by the Transferee Company and its nominees. Accordingly, the TRANSFEROR COMPANY No. 2 is a wholly owned subsidiary of the Transferee Company.

Share Capital of the Transferor Company No.3

The present Authorised, Issued and Subscribed and paid up Share Capital of the Transferor Company No. 3 as on April 1, 2007 is as stated below-

Authorised:
10,00,000 Equity shares of Rs.10 each
	10,000,000
Issued, Subscribed and Paid up:
50,000 Equity shares of Rs.10 each
	500,000

All the shares issued by the TRANSFEROR COMPANY No. 3, as above, are held by the Transferee Company and its nominees. Accordingly, the TRANSFEROR COMPANY No. 3 is a wholly owned subsidiary of the Transferee Company.

OPERATIVE DATE OF THE SCHEME

1. The Scheme set out herein shall be operative from the Appointed Date but shall become effective on the Effective Date.

TRANSFER OF ASSETS AND LIABILITIES

2. upon coming into effect of this Scheme and with effect from the Appointed Date -

a) All the ASSETS of the TRANSFEROR COMPANIES as on the APPOINTED DATE shall, without any further act, instrument or deed pursuant to the Acts be transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, so as to become the business, undertaking, estate, assets, properties, rights, title and interests of the TRANSFEREE COMPANY but subject to all charges, liens, mortgages, if any, then affecting the same or part thereof.

b) All the LIABILITIES of the TRANSFEROR COMPANIES as on the APPOINTED DATE shall also stand transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, without any further act or deed pursuant to the Acts so as to become the liabilities, debts, duties and obligations, dues, loans and responsibilities of the TRANSFEREE COMPANY on the same terms and conditions as was applicable to the respective TRANSFEROR COMPANIES. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, loans, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Scheme.

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c) In respect of such of the assets of the TRANSFEROR COMPANIES as are movable in nature or are otherwise capable of transfer by delivery or by endorsement and delivery the same shall pursuant to the provisions of the Acts stand transferred to without requiring any further consent, deed or instrument of conveyance for transfer of the same and shall become property of the TRANSFEREE COMPANY.

d) In respect of such of the ASSETS of the TRANSFEROR COMPANIES other than those referred to in sub clause (c) above, the same shall, as more particularly provided in sub-clause (a) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the TRANSFEREE COMPANY on the APPOINTED DATE pursuant to the provisions of Section 394 of the Act and the concerned authorities having jurisdiction over the Assets shall endorse and record the name of TRANSFEREE COMPANY in its record so as to facilitate the implementation of the Scheme and vesting of the Undertaking of the TRANSFEROR COMPANIES in the TRANSFEREE COMPANY without hindrance from the Appointed Date.

e) Any statutory and other licences, registrations, permissions, approvals or consents to carry on the operations, whether in India or abroad and whether issued by statutory and other authorities in India or abroad, of the TRANSFEROR COMPANIES shall stand vested in or transferred to the TRANSFEREE COMPANY without any further act or deed and shall be appropriately mutated by the Statutory and other Authorities concerned in favour of the TRANSFEREE COMPANY upon the Scheme becoming effective. The benefit of all such statutory and regulatory permissions, factory licenses, environmental approvals and consents, sales tax registrations or other licenses and consents shall vest in and become available to the TRANSFEREE COMPANY pursuant to this Scheme.

f) All contracts, deeds, bonds, agreements, arrangements including but not limited to all sales tax exemption and/ or deferral benefits and/ or any other direct or indirect tax benefits and all other instruments of whatsoever nature to which the TRANSFEROR COMPANIES is a party or to the benefit of which TRANSFEROR COMPANIES may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall remain in full force and effect against or in favour of the TRANSFEREE COMPANY as the case may be and may be enforced as fully and effectually, as if, instead of the TRANSFEROR COMPANIES, the TRANSFEREE COMPANY had been a party or beneficiary or obligee thereto.

3. All the assets acquired by or belonging to the TRANSFEROR COMPANIES and all the liabilities incurred by the TRANSFEROR COMPANIES after the Appointed Date and prior to the Effective Date shall also stand transferred to and vested in the TRANSFEREE COMPANY in the same manner as specified in clause 2 upon the coming into effect of the Scheme.

4. All liabilities and obligations arising out of guarantees executed by the TRANSFEROR COMPANIES relating to its Undertaking/business in favour of third party shall become liability/obligation of the TRANSFEREE COMPANY which it undertakes to meet, discharge and satisfy.

LEGAL PROCEEDINGS

5. Upon the Scheme becoming effective all legal proceedings then pending by or against the TRANSFEROR COMPANIES shall thereafter be continued by or against the TRANSFEREE COMPANY.

6. The transfer and vesting of the ASSETS and LIABILITIES under clauses 1, 2, 3 and 4 hereof and the continuance of the proceedings by or against the TRANSFEREE COMPANY shall not affect any contracts or proceedings already concluded by TRANSFEROR COMPANIES on and after the Appointed Date to the end and intent that the TRANSFEREE COMPANY accepts on behalf of itself, all acts, deeds and things done and executed by the TRANSFEROR COMPANIES.

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TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE DATE

7. a) On and with effect from the Appointed Date and up to and including the Effective Date the TRANSFEROR COMPANIES shall be deemed to have been carrying on their businesses and activities and shall be deemed to have held and stood possessed [ILLEGIBLE] and shall hold and stand possessed of all the assets and liabilities for and on account [ILLEGIBLE] and in trust for TRANSFEREE COMPANY and shall account for the same to the TRANSFEREE COMPANY.

b) The TRANSFEREE COMPANY on behalf of the TRANSFEROR COMPANIES may carry on the business, in either name as the circumstances may be, for those unfinished or incomplete business, contracts, transactions which may be necessary to be transacted and completed.

c) All the profits or incomes accruing or arising to TRANSFEROR COMPANIES or expenditure or losses arising or incurred by TRANSFEROR COMPANIES, including effect of taxes thereon, if any, shall, for all purposes, be treated and be deemed to be and accrue as the profits or income or expenditure or losses, as the case may be, of TRANSFEREE COMPANY.

d) The TRANSFEROR COMPANIES shall, from the Appointed Date and up to and including the Effective Date, carry on their respective businesses and activities with reasonable diligence and utmost business prudence and shall not without prior written consent of the TRANSFEREE COMPANY alienate, charge, mortgage, encumber or otherwise deal with or dispose off any of its units/undertakings or any part thereof except pursuant to any pre-existing obligations undertaken by the TRANSFEROR COMPANIES prior to the Appointed Date.

EMPLOYEES OF THE TRANSFEROR COMPANIES

8. On the Scheme taking effect as aforesaid, all officers and employees of the TRANSFEROR COMPANIES on the EFFECTIVE DATE shall be deemed to have become the officers and employees of the TRANSFEREE COMPANY and their employment by the TRANSFEREE COMPANY shall be on the following terms and conditions:

(i) The terms and conditions of service applicable to such-officers and employees shall not be less favourable than those applicable to them as on the EFFECTIVE DATE.

(ii) The services of such officers and employees shall not be treated as having been broken or interrupted for the purpose of provident fund or gratuity or otherwise and for all purposes will be reckoned from the date of their respective appointments with the concerned TRANSFEROR COMPANIES.

(iii) The TRANSFEREE COMPANY undertakes to continue to abide by the Agreement/settlement if any entered into by the TRANSFEROR COMPANIES with any union/Employee of any of the TRANSFEROR COMPANIES which is in force as on the Effective Date.

(iv) The TRANSFEREE COMPANY shall have the right to transfer such employees to any unit, division, profit/cost centre or department of the TRANSFEREE COMPANY situated anywhere in India or abroad if warranted and as may be necessary from time to time.

(v) In regard to the Provident Fund, Gratuity Fund Superannuation fund or any other special fund created or existing for the benefit of such employees of the TRANSFEROR COMPANIES, upon the Scheme becoming effective, TRANSFEREE COMPANY shall stand substituted for the TRANSFEROR

9

COMPANIES for all purposes whatsoever relating to the administration or operation of such schemes or funds. For this purpose such funds or schemes of the TRANSFEROR COMPANIES may be continued, if the TRANSFEREE COMPANY considers so desirable or deemed fit for the smooth administration, management, operation and uniformity. The Trustees including: Board of Directors of the TRANSFEREE COMPANY shall be entitled to adopt such course in this regard as may be advised provided however that there shall be no discontinuation or breakage in the service of the employee of the TRANSFEROR COMPANIES.

CONTRACTS, DEEDS, ETC.

9. Subject to the other provisions contained in this Scheme, all contracts, deeds, agreements, bonds and other instruments of whatsoever nature subsisting or having effect on the Effective Date to which either of the TRANSFEROR COMPANIES is a party or to the benefit of which either of the TRANSFEROR COMPANIES may be eligible, shall be in full force and effect against or in favour of the TRANSFEREE COMPANY as if the TRANSFEREE COMPANY had been a party thereto.

10. The transfer under clauses 1, 2, 3 and 4 of Transfer of Assets and liabilities of the TRANSFEROR COMPANIES and the continuance of the proceedings by or against the TRANSFEREE COMPANY under clause 5 hereof shall not affect any transaction or proceedings already concluded by either of the TRANSFEROR COMPANIES on or after the Appointed Date to the end and intent that the TRANSFEREE COMPANY shall accept and adopt all such acts, deed and things as done and executed on behalf of itself. Furthermore, as from the Appointed Date, the TRANSFEROR COMPANIES shall be deemed to have carried on and to be carrying on business on behalf of the TRANSFEREE COMPANY until such time as this Scheme becomes effective and shall account to and be entitled to be indemnified by the TRANSFEREE COMPANY.

PAYMENT OF TAX

11. All taxes paid or payable by the TRANSFEROR COMPANIES in respect of the operations and/or the profits before the Effective Date, shall be on account of the TRANSFEREE COMPANY and, in so far it relates to the tax payment (whether by way of deduction at source, advance tax or otherwise howsoever) by the TRANSFEROR COMPANIES in respect of the profits made from and after the Appointed Date, the same shall be deemed to be the tax paid by the TRANSFEREE COMPANY, and shall, in all proceedings, be dealt with accordingly.

CONSIDERATION

12. Since the TRANSFEROR COMPANIES are wholly owned subsidiaries of the TRANSFEREE COMPANY, upon the Scheme being sanctioned by the Hon’ble High Courts of Karnataka at Bangalore and by the Hon’ble High Court of Andhra Pradesh. The transfers having been effected as provided hereinabove all the shares, held by the TRANSFEREE COMPANY in the TRANSFEROR COMPANIES and its nominees shall be cancelled and extinguished. Accordingly there will be no issue and allotment of Equity shares of the TRANSFEREE COMPANY to the shareholders of the TRANSFEROR COMPANIES upon this Scheme becoming effective.

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ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

13. Upon the Scheme becoming effective, except as otherwise provided herein, the accounting treatment in the books of accounts of the TRANSFEREE COMPANY shall be in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

14. Upon the coming into effect of this Scheme, an amount representing the excess of the value of the assets over the liability of the respective TRANSFEROR COMPANIES after making such adjustments as the Board of Director of the TRANSFEREE COMPANY may decide shall be reflected as the General Reserve in the Books of the TRANSFEREE COMPANY.

15. Goodwill arising, if any, shall be fully adjusted against the balance in the Profit and Loss Account of the TRANSFEREE COMPANY on Amalgamation.

16. Amounts equal to the balances lying in the Capital Redemption Reserve Account, General Reserve Account, Preference Shares Redemption Reserves Account, Profit and Loss and/or any other account and/or any other reserves of the TRANSFEROR COMPANIES shall be credited to the corresponding accounts of the TRANSFEREE COMPANY.

CONDITIONALITY OF THE SCHEME

17. This Scheme is and shall be conditional upon and subject to:

(i) The approval by the requisite majorities of the members of the TRANSFEREE COMPANY and the TRANSFEROR COMPANIES as required under the Acts and any other approval required under an order of the High Courts.

(ii) The certified copies of the Orders of the High Court of Karnataka and High Court of Andhra Pradesh, sanctioning the Scheme being filed with the respective Registrar of Companies.

DISSOLUTION OF TRANSFEROR COMPANIES

18. Upon the Scheme becoming effective, the TRANSFEROR COMPANIES shall be dissolved without winding up pursuant to the provisions Section’s 394 of the Companies Act, 1956.

APPLICATIONS TO THE COURTS

19. The TRANSFEROR COMPANIES and TRANSFEREE COMPANY shall with all reasonable diligence make and pursue applications to the High Court of Karnataka and the High Court of Andhra Pradesh, for sanction and carrying out of the Scheme.

MODIFICATIONS OR AMENDMENTS TO THE SCHEME

20. (i). The TRANSFEROR COMPANIES and the TRANSFEREE COMPANY (by their respective Boards of Directors or any Director authorized in that behalf by the Board of Directors) may assent on behalf of all concerned to any modification(s) or amendments in this Scheme which the Courts and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise in implementing and/or carrying out of the Scheme and the TRANSFEROR COMPANIES and the

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TRANSFEREE COMPANY (by their respective Boards of Directors or any Director authorized in that behalf by the Board of Directors) and after the dissolution of the TRANSFEROR COMPANIES, the TRANSFEREE COMPANY (by its Board of Directors) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by reason of any orders of the Courts or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith.

(ii). The TRANSFEROR COMPANIES and the TRANSFEREE COMPANY (by their respective Board of Directors or any Director authorized in that behalf by the Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith or to review the position relating to the satisfaction of various conditions to the scheme and if necessary, to waive any of those (to the extent permissible under law).

(iii). In the event any of the conditions that may be imposed by the Courts and/or Authority, while sanctioning the Scheme, which the Board of Directors of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY may find unacceptable for any reason, then the TRANSFEROR COMPANIES and TRANSFEREE COMPANY are at liberty to withdraw from the Scheme.

EFFECT OF NON RECEIPT OF APPROVALS

23. In the event any of the approvals or conditions enumerated in the Scheme not being obtained or complied, or for any other reason, the Scheme cannot be implemented, the respective Board of Directors of the TRANSFEREE COMPANY and the TRANSFEROR COMPANIES shall mutually waive/modify such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, or in case the Scheme is not sanctioned by the Courts by December 31, 2005 or such other date as may be fixed by the Boards of Directors of the TRANSFEREE COMPANY and the TRANSFEROR COMPANIES the Scheme shall be become null and void and each party shall bear and pay their respective costs, charges and expenses in connection with the Scheme.

24. If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY, affect the validity or implementation of the other parts and/or provisions of this Scheme.

COSTS CHARGES AND EXPENSES

25. All costs, charges, taxes including duties, levies and all other expenses, if any, (save as expressly otherwise agreed) of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY respectively in relation to or in connection with negotiations leading up to the Scheme and or carrying out and completing the terms and provisions of this Scheme and of and incidental to the completion of amalgamation in pursuance of this Scheme shall be borne and paid by the TRANSFEREE COMPANY.

***

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IN THE HIGH COURT OF JUDICATURE, ANDHRA PRADESH

AT HYDERABAD

(ORDINARY ORIGINAL/CIVIL JURISDICTION)

THURSDAY, THE TWENTY FIRST DAY OF FEBRUARY

TWO THOUSAND AND EIGHT

PRESENT

THE HON’BLE SRI JUSTICE V.V.S.RAO

COMPANY PETITON NO. 126 of 2007

IN THE MATTER OF THE COMPANIES ACT (1 of 1956)

AND

IN THE MATTER OF M/s. QUANTECH GLOBAL SERVICES LIMITED

AND

IN THE MATTER OF M/s. WIPRO INFRASTRUCTURE ENGINEERING LIMITED

AND

IN THE MATTER OF M/s. WIPRO HEALTH CARE IT LIMITED

WITH

IN THE MATTER OF M/s. WIPRO LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Between:

M/S QUANTECH GLOBAL SERVICES LIMITED a Company Incorporated under the Companies Act 1956, Regd. Office at 5Q2-A2, Cyber Towers, Hitec City, Hyderabad, A.P., rep. by its Director Mr. Suresh C. Senapaty

….. PETITIONER/TRANSFEROR COMPANY NO. 3

Petition under Section 391 and 394 of the Companies Act 1956, praying that this High Court may be pleased to

The Petitioner/ Transferor Company therefore prays:-

a) That the scheme of Amalgamation as consented by the shareholders of the petitioner company and the Transferee company a copy of which is filed hereto as Annexure-A9, be sanctioned and confirmed by this Hon’ble High Court so as to be binding on all the members, creditors and employees of the petitioner company and all concerned.

b) For an order that the petitioner/transferor company be dissolved without going through the process of winding up.

c) For an order under section 394 of the Act that the petitioner company do within 30 days after the date of the orders, cause a certified copy to be delivered to the Registrar of Companies, Andhra Pradesh Hyderabad, for registration and on such certified copy being delivered or such date as this Hon’ble High Court may deem fit, the Registrar of Companies, Andhra Pradesh, Hyderabad shall take all necessary consequential action in respect of the petitioner company and also dissolution of the transferor company without going through the process of winding up.

Contd….

d) That the parties of the scheme or other persons interested shall be at liberty to apply to this Hon’ble Court for any direction that may be necessary in regard to the carrying out of the scheme of amalgamation; and;

e) That such order or orders as the Hon’ble Court may deem fit and proper in the circumstances of the case.

This Petition coming on for orders upon reading the Judge’s Summons and the affidavit dated : 27-11-2007 and filed by Sri. Suresh C. Senapathy, Director of the Petitioner Company in support of this Petition and upon hearing the arguments of Sri. V.S. Raju, Advocate for the Petitioner Company and Sri. A. Rajasekhar Reddy, Assistant Solicitor General and Sri. M. Anil Kumar, Counsel for the Official Liquidator appearing on behalf of the Central Government.

THE COURT DOTH ORDER AS FOLLOWS:-

1. That this Court doth hereby sanction the scheme of amalgamation subject to modification of clause NO. 23 by substituting the dated 31-12-2005 with 31-12-2008 as set out in para 23 of the petition and schedule thereto (Annexure A-9 in the scheme annexed) and doth hereby declare that the same to be binding on the equity shareholders and creditors of the transferor companies viz. Wipro Infrastructure Engineering Limited Bangalore (Transferor Company No.1) Wipro healthcare IT Limited (Transferor Company No. 2), and Quantech Global Services Limited, Hyderabad (Transferor Company No. 3) with Wipro Limited (Transferee Company.)

2. That all the properties, rights and powers of the transferor companies specified in the scheme of amalgamation annexed hereto and all the other property rights and powers of transferor company be transferred without further act or deed to the transferee accompany and accordingly the same shall pursuant to Section 394(2) of the Companies Act, 1956 be transferred to and vest in the transferee company for all estate and interest of the transferor company therein but subject nevertheless to all charges now affecting the same.

3. That all the liabilities and duties of the transferor companies be transferred without further act or deed to the transferee company and accordingly the same shall pursuant to section 394(2) of the Companies Act, 1956 be transferred to and become the liabilities and duties of the transferee Company.

4. That all proceedings now pending by or against the transferor companies be continued by or against the transferee company.

5. That the transferee Company do without further application allot to such members of the transferor Companies as have not given such notice of dissent as is required by the Scheme the shares in the transferee company to which they are entitled under the said Scheme of amalgamation and.

6. That the Accounting standard 14 issued by the council of the Indian Institute of Chartered Accountants in India shall apply on such Amalgamation.

7. that the parties to the scheme of Amalgamation or other persons interested shall be at liberty to apply to this Court for any directions that may be necessary in regard to the working of the Scheme of Amalgamation and that the said companies do file with the Registrar of Companies a Certified Copy of this order within 30 days from this date.

Cond….

//2//

8. This Court doth further order that the transferor Company herein shall pay costs of Rs. 2,000/- (Rupees two thousand only) to the learned Counsel for the Official Liquidator.

//TRUE COPY//

TO

1. Sri. Suresh C. Senapathy, Director, M/s Quantech Global Services Limited, Regd. Office at 5Q2-A2. Cyber Towers, Hitec City, Hyderabad, A.P.

2. The Registrar of Companies, 3-5-398, C.P.W.D. Building, Kendriya Sadan, Sulthan Bazar, Koti, Hyderabad.

3. The Official Liquidator, 3-6-398, C.P.W.D. Building, Kendriya Sadan, Sulthan Bazar, Koti, Hyderabad.

(along with Scheme of Amalgamation)

4. Two CD Copies

Prk

//3//

HIGH COURT

DATED: 21-02-2008

SCHEME OF AMALGAMATION

CP. NO. 126/2007

Disposing of the Company Petition.

HIGH COURT, BOMBAY 0862710

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY PETITION NO. 971 OF 2007

CONNECTED WITH

COMPANY APPLICATION NO. 1247 OF 2007

In the matter of Scheme of Amalgamation of Mpact Technology Services Private Limited and Mpower Software Services (India) Private Limited and Cmango India Private Limited with Wipro Limited and their respective shareholders and creditors.

CMANGO INDIA PRIVATE LIMITED ........ Petitioner Company.

Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Petitioner.

Mr. S. Ramakantha Dy. O.L., In CP. No. 971 of 2007.

Mr. M. S. Bhardwaj and Ms. Anamika Malhotra l/b S.K. Mohapatra for R.D. in CP. No. 971 of 2007.

CORAM: A.M. KHANWILKAR, J.

DATE: 14^th March, 2006

PC:

1. Heard learned counsel for the parties.

2. The sanction of the court is sought to a Scheme of Amalgamation under sections 381 to 394 of the Companies Act, 1956. The registered offices of the First transferor company, the Second Transferor Company and the Transferee Company are situated at Bangalore and, therefore,

HIGH COURT, BOMBAY 0862711

company petitions of both the transferor companies and the Transferee Company were filed before the High Court of Karnataka at Bangalore. This court is informed that the above Scheme is already sanctioned by the Karnataka High Court on 10^th day of January, 2008.

3. Counsel appearing on behalf of the Petitioner have stated that they have complied with all requirements as per the directions of this Hon’ble Court and they have filed necessary affidavits of compliance in this Court. However, Petitioner Company also undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956.

4. Upon perusal of the entire material placed on records, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is nor contrary to any public policy. None of the parties concerned has come forward to oppose the Scheme. Moreover, both the Regional Director and the Official Liquidator have stated that the Scheme as proposed is in the interest of share holders, creditors and the public.

5. There is no objection to the Scheme and since all the requisite statutory compliances have been fulfilled, Company Petition No. 971 of 2007 filed by the Petitioner Company is made absolute in terms of prayer clauses (a) to (k).

2

HIGH COURT, BOMBAY 0862712

6. The Petitioner Company to lodge a copy of this order and the Scheme with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duly payable, if any, on the same within 30 days of obtaining the certified copy and/or an authenticated copy of the order

7. The Petitioner to pay cost of Rs. 5000/- each to the Regional Director and to the Official Liquidator. Costs to be paid within four weeks from today.

8. Filing and issuance of the drawn up order is dispensed with. All authorities concerned to act on a copy of this order duly authenticated by the Registry.

(A.M. Khanwilkar, J.)

This Authenticated copy is issued in capacit of power under rule 37 of Company Court Rule Act.

3

SCHEME OF AMALGAMATION

OF

MPACT TECHNOLOGY SERVICES PRIVATE LIMITED, BANGALORE

AND

MPOWER SOFTWARE SERVICES (INDIA) PRIVATE LIMITED, BANGALORE

AND

CMANGO INDIA PRIVATE LIMITED, MUMBAI

WITH

WIPRO LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

This scheme of Amalgamation provides for the Amalgamation of Mpact Technology Services Private Limited, Bangalore (TRANSFEROR COMPANY No. l), Mpower Software Services (India) Private Limited, Bangalore (TRANSFEROR COMPANY No. 2), having its registered office at Doddakannelli, Sarjapur Road, Bangalore-560035 AND Cmango India Private Limited (TRANSFEROR COMPANY No. 3), having its registered office at c/o V.N. Deodhar & company, 4/3 Radha, Shastri hall, Grant Road (W), Mumbai- 400007, collectively referred to as the TRANSFEROR COMPANIES with Wipro Limited (TRANSFEREE COMPANY), pursuant to the relevant provisions of the Companies Act, 1956.

B. TRANSFEROR COMPANIES are wholly owned subsidiaries of Wipro Inc, a wholly owned subsidiary of Wipro Limited, the TRANSFEREE COMPANY, Wipro Inc, in turn is holding directly/ indirectly the entire issued, subscribed and paid-up equity share capital of the TRANSFEROR COMPANIES.

C. The TRANSFEREE COMPANY was incorporated on 29^th December, 1945 under the provisions of the Companies Act, 1913. The TRANSFEREE COMPANY was set up for various activities including the dealing in computer equipments, software and all related businesses more commonly called as Information Technology (IT) business. The shares of the TRANSFEREE COMPANY are listed on the National Stock Exchange of India Limited and The Bombay Stock Exchange, Mumbai and ADRs are listed on the New York Stock Exchange.

D. The TRANSFEROR COMPANY No. 1 was originally incorporated on August 21, 2003 under the provisions of the Companies Act, 1956, under the name and style Mpact Technology Services Private Limited. The TRANSFEROR COMPANY No. 1 is engaged in the business of developing, Compiling, Operating, Providing, modifying and marketing of all forms of Software, Internet and internet products, and to buy, sell and trade in Software-related technologies

E. The TRANSFEROR COMPANY No. 2 was incorporated on July 16, 2003 under the provisions of the Companies Act, 1956 under the name and style Mpower Software Services (India) Private Limited. The TRANSFEROR COMPANY No. 2 is engaged in the business of developing, Compiling, Operating, Providing, modifying and marketing of all forms of Software, Internet and internet products, and to buy, sell and trade in Software-related technologies.

F. The TRANSFEROR COMPANY No. 3 was incorporated on November 16, 2000 under the provisions of the Companies Act, 1956 under the name and style Cmango India Private Limited. The TRANSFEROR COMPANY NO. 3 is engaged in the business of software development and consulting services, system integration, customer support and value added services including data processing/ call processing centres.

G. By the Scheme of Amalgamation it is proposed to merge the TRANSFEROR COMPANIES with the TRANSFEREE COMPANY without winding up of the former Companies for the purpose of better, efficient and economical management, control and running of their businesses, and for further development and growth of the business of the TRANSFEREE COMPANY and for administrative convenience. The proposed amalgamation between the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY shall result in the following, benefits, amongst others, to all companies, their respective members and creditors:

(a) The amalgamation will enable the TRANSFEREE COMPANY to consolidate its business operations world wide and provide significant impetus to the growth of the TRANSFEREE COMPANY since the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY are under the same group. The consolidation by way of an amalgamation will lead to synergies of operation and stronger and wider capital and financial base for future growth/expansion-more specifically the following.

i. To bring the three corporate entities under one roof to portray an integral set with one face to the customers with one legal entity (e.g. one invoice for all services)

ii. Better leverage of facilities, infrastructure and people and for better administration

(b) The amalgamation will result in economy of scale and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, organizational rationalization efficiency and optimal utilization of various resources.

(c) The managerial expertise of the Companies will be combined giving additional strength to the Transferee Company. Consequently, the TRANSFEREE COMPANY will offer a strong financial structure to all the creditors including the creditors of the Transferor Companies, facilitate resource mobilization and achieve better cash flows. This could contribute substantially towards enhancement of the shareholders’ value of the Transferee Company.

(d) Duplication of administrative functions will be eliminated together with the elimination of multiple records keeping resulting in reduced expenditure

(e) The amalgamation will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by the Transferor Companies and the Transferee Company.

(f) The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their security is maintained.

(g) There will be improvement in financial structure and management of the Company

IN CONSIDERATION OF THE RECIPROCAL PROMISES, THIS SCHEME BETWEEN THE TRANSFEROR COMPANIES AND THE TRANSFEREE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS, CREDITORS (SECURED AND UNSECURED) IS BEING PROPOSED IN ACCORDANCE WITH THE TERMS SET OUT HEREUNDER.

I. DEFINITIONS

In this Scheme, unless repugnant to the context or meaning thereof, the following expressions shall have the following meanings:

A. “ACT” means the Indian Companies Act, 1956 and any statutory modifications or re-enactment thereof for the time being in force.

B. “APPOINTED DATE” means 1st April 2007.

C. “ASSETS” shall mean all the business, undertakings, estates, assets, properties, rights, titles and interests of whatsoever nature and kind and whosesoever situate in India and abroad, of the respective Transferor Companies, including but not limited to:

(a) all assets, moveable and immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, free hold or lease hold, fixed or current, including computers and telecommunication equipments, computer hardware, software and programs, plant and machinery, office equipments, furniture and fixtures, vehicles, sundry debtors, cash and bank balances, loans and advances, deposits, buildings, godowns, warehouses, offices, inventories, bills of exchange, peripherals and accessories, receivables, investments, goodwill, investment is shares, debentures, bonds, mutual funds, etc

(b) all the registrations, permits, quotas, rights, entitlements, industrial and other licences, concessions, incentives, subsidies, approvals, authorisations, consents, tenancies, trade marks, tradenames, patents, copyrights, all intellectual property rights and licences there under, technical know-how, permits, designs, patterns, inventions, leasehold rights, leases, tenancy rights privileges, all other rights, benefits and entitlements including sales tax deferrals and other benefits, lease rights (including the benefit of any applications made there for), powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections, e-mail connections, communication facilities and installations, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements, benefits under Letter of Credit, Guarantees, Letters of Comfort etc. issued for the benefit of the Company, benefits under government schemes, deferred tax benefits and other benefits accruing on account of past expenditure and all such other interests / benefits;

(c) All earnest moneys and/or security deposits;

(d) all records, files, papers, engineering and process information, manuals, data, catalogues, quotations, sales and advertising materials, list of present and former customers and suppliers, customer credit information, customer pricing information and all other records pertaining to business.

D. “The EFFECTIVE DATE” means the date on which all the conditions and filings referred to in Clause 19 hereof have been fulfilled and approvals and consents referred to therein have been obtained. References in this Scheme to the date of “coming into effect of this Scheme” or “becoming effective” or “effectiveness of this Scheme” shall mean the Effective Date. “EMPLOYEES” mean the staff, workmen and employees on the pay rolls of the TRANSFEROR COMPANIES;

F. “LIABILITIES” shall mean all the debts, secured and unsecured loans, liabilities, responsibilities, obligations, duties of the respective Transferor Companies

G. “SHAREHOLDERS” means respectively the persons registered as holders of equity/preference shares of the Company concerned.

H. “SCHEME” means this Scheme of Amalgamation in its present form as approved by the Board of Directors of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY subject to such modifications made under clause 22 of this Scheme as the Hon’ble High Courts may impose on the Transferor Companies and TRANSFEREE COMPANY and such modifications which the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY may deem necessary subject to the approval of the High Courts.

I. “TRANSFEREE COMPANY” means “WIPRO LIMITED” a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035.

J. “TRANSFEROR COMPANY NO. 1” means “MPACT TECHNOLOGY SERVICES PRIVATE LIMITED”, Bangalore a Company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Dodda Kannelli, Sarjapur Road, Bangalore.

K. “TRANSFEROR COMPANY NO. 2” means “MPOWER SOFTWARE SERVICES (INDIA) PRIVATE LIMITED”, Bangalore” a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at Dodda Kannelli, Sarjapur Road, Bangalore.

L. “TRANSFEROR COMPANY NO. 3” means “Cmango India Private Limited Mumbai a company incorporated under the provisions of the Companies Act, 1956 having its registered office at c/o V.N. Deodhar & company, 4/3 Radha, Shastri hall, Grant Road (W), Mumbai- 400007.

M. “UNDERTAKINGS” means

(a) All the assets of the TRANSFEROR COMPANIES as on the Appointed Date;

Wipro Inc and its Nominees. Wipro Inc is a company registered in USA which is a wholly owned subsidiary of the Transferee Company

Share Capital of Transferor Company No. 3

The Present Authorised, Issued, Subscribed and Paid up Share Capital of Transferor Company No. 3 as on April 1, 2007 is as follows-

Authorised:	500000/-
50,000 ordinary shares of Rs. 10/- each
	100000/-
Issued, Subscribed and Paid up:
10,000 ordinary shares of Rs. 10/- each

All the shares issued by the TRANSFEROR COMPANY No. 3, as above, are held by Cmango Inc and its Nominees. CMango Inc is a wholly owned subsidiary of Wipro inc and Wipro Inc is in turn wholly owned subsidiary of Wipro Limited. If, after the Appointed Date but before the Effective Date, Cmango Inc merges into Wipro Inc as per laws applicable of United States of America, the shares of the TRANSFEROR COMPANY No. 3 will, result in being held by Wipro Inc and all the rights and obligations of Cmango Inc will become the rights and obligations of Wipro Inc

OPERATIVE DATE OF THE SCHEME

1. The Scheme set out herein shall be operative from the Appointed Date but shall become effective on the Effective Date.

TRANSFER OF ASSETS AND LIABILITIES

2. upon coming into effect of this Scheme and with effect from the Appointed Date -

a) All the ASSETS of the TRANSFEROR COMPANIES as on the APPOINTED DATE shall, without any further act, instrument or deed pursuant to the Acts be transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, so as to become the business, undertaking, estate, assets, properties, rights, title and interests of the TRANSFEREE COMPANY but subject to all charges, liens, mortgages, if any, then affecting the same or part thereof.

b) All the LIABILITIES of the TRANSFEROR COMPANIES as on the APPOINTED DATE shall also stand transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, without any further act or deed pursuant to the Acts so as to become the liabilities, debts, duties and obligations, dues, loans and responsibilities of the TRANSFEREE COMPANY on the same terms and conditions as was applicable to the respective TRANSFEROR COMPANIES. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, loans, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Scheme.

c) In respect of such of the assets of the TRANSFEROR COMPANIES as are movable in nature or are otherwise capable of transfer by delivery or by endorsement and delivery, the same shall pursuant to the provisions of the Acts stand transferred to without requiring any further consent, deed or instrument of conveyance for transfer of the same, and shall become property of the TRANSFEREE COMPANY.

d) In respect of such of the ASSETS of the TRANSFEROR COMPANIES other than those referred to in sub clause (c) above, the same shall, as more particularly provided in sub-clause (a) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the TRANSFEREE COMPANY on the APPOINTED DATE pursuant to the provisions of Section 394 of the Act and the concerned authorities having jurisdiction over the Assets shall endorse and record the name of TRANSFEREE COMPANY in its record so as to facilitate the implementation of the Scheme and vesting of the Undertaking of the TRANSFEROR COMPANIES in the TRANSFEREE COMPANY without hindrance from the Appointed Date.

e) Any statutory and other licences, registrations, permissions, approvals or consents to carry on the operations, whether in India or abroad and whether issued by statutory and other authorities in India or abroad, of the TRANSFEROR COMPANIES shall stand vested in or transferred to the TRANSFEREE COMPANY without any further act or deed and shall be appropriately mutated by the Statutory and other Authorities concerned in favour of the TRANSFEREE COMPANY upon the Scheme becoming effective. The benefit of all such statutory and regulatory permissions, factory licenses, environmental approvals and consents, sales tax registrations or other licenses and consents shall vest in and become available to the TRANSFEREE COMPANY pursuant to this Scheme.

f) All contracts, deeds, bonds, agreements, arrangements including but not limited to all sales tax exemption and/ or deferral benefits and/ or any other direct or indirect tax benefits and all other instruments of whatsoever nature to which the TRANSFEROR COMPANIES is a party or to the benefit of which TRANSFEROR COMPANIES may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall remain in full force and effect against or in favour of the TRANSFEREE COMPANY as the case may be and may be enforced as fully and effectually, as if, instead of the TRANSFEROR COMPANIES, the TRANSFEREE COMPANY had been a party or beneficiary or obligee thereto.

3. All the assets acquired by or belonging to the TRANSFEROR COMPANIES and all the liabilities incurred by the TRANSFEROR COMPANIES after the Appointed Date and prior to the Effective Date shall also stand transferred to and vested in the TRANSFEREE COMPANY in the same manner as specified in clause 2 upon the coming into effect of the Scheme.

4. All liabilities and obligations arising out of guarantees executed by the TRANSFEROR COMPANIES relating to its Undertaking/business in favour of third party shall become liability/obligation of the TRANSFEREE COMPANY which it undertakes to meet, discharge and satisfy.

LEGAL PROCEEDINGS

5. Upon the Scheme becoming effective all legal proceedings then pending by or against the TRANSFEROR COMPANIES shall thereafter be continued by or against the TRANSFEREE COMPANY.

6. The transfer and vesting of the ASSETS and LIABILITIES under clauses 1, 2, 3 and 4 hereof and the continuance of the proceedings by or against the TRANSFEREE COMPANY shall not affect any contracts or proceedings already concluded by TRANSFEROR COMPANIES on and after the Appointed Date to the end and intent that the TRANSFEREE COMPANY accepts on behalf of itself, all acts, deeds and things done and executed by the TRANSFEROR COMPANIES.

TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE DATE

7.      a) On and with effect from the Appointed Date and up to and including Effective Date the TRANSFEROR COMPANIES shall be deemed to have been carrying on their businesses and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all the assets and liabilities for and on account of and in trust for TRANSFEREE COMPANY and shall account for the same to the TRANSFEREE COMPANY.

b) The TRANSFEREE COMPANY on behalf of the TRANSFEROR COMPANIES may carry on the business, in either name as the circumstances may be, for those unfinished or incomplete business, contracts, transactions which may be necessary to be transacted and completed.

c) All the profits or incomes accruing or arising to TRANSFEROR COMPANIES or expenditure or losses arising or incurred by TRANSFEROR COMPANIES, including effect of taxes thereon, if any, shall, for all purposes, be treated and be deemed to be and accrue as the profits or income or expenditure or losses, as the case may be, of TRANSFEREE COMPANY.

d) The TRANSFEROR COMPANIES shall, from the Appointed Date and up to and including the Effective Date, carry on their respective businesses and activities with reasonable diligence and utmost business prudence and shall not without prior written consent of the TRANSFEREE COMPANY alienate, charge, mortgage, encumber or otherwise deal with or dispose off any of its units/undertakings or any part thereof except pursuant to any pre-existing obligations undertaken by the TRANSFEROR COMPANIES prior to the Appointed Date.

EMPLOYEES OF THE TRANSFEROR COMPANIES

On the Scheme taking effect as aforesaid, all officers and employees of the TRANSFEROR COMPANIES on the EFFECTIVE DATE shall be deemed to have become the officers and employees of the TRANSFEREE COMPANY and their employment by the TRANSFEREE COMPANY shall be on the following terms and conditions:

(i) The terms and conditions of service applicable to such officers and employees shall not be less favourable than those applicable to them as on the EFFECTIVE DATE.

(ii) The services of such officers and employees shall not be treated as having been broken or interrupted for the purpose of provident fund or gratuity or otherwise and for all purposes will be reckoned from the date of their respective appointments with the concerned TRANSFEROR COMPANIES.

(iii) The TRANSFEREE COMPANY undertakes to continue to abide by the Agreement/settlement if any entered into by the TRANSFEROR COMPANIES with any union/ Employee of any of the TRANSFEROR COMPANIES which is in force as on the Effective Date.

(iv) The TRANSFEREE COMPANY shall have the right to transfer such employees to any unit, division, profit/ cost centre or department of the TRANSFEREE COMPANY situated anywhere in India or abroad if warranted and as may be necessary from time to time.

(v) In regard to the Provident Fund, Gratuity Fund, Superannuation fund or any other special fund created or existing for the benefit of such employees of the TRANSFEROR COMPANIES, upon the Scheme becoming effective, TRANSFEREE COMPANY shall stand substituted for the TRANSFEROR COMPANIES for all purposes whatsoever relating to the administration or operation of such schemes or funds. For this purpose such funds of schemes of the TRANSFEROR COMPANIES may be continued, if the TRANSFEREE COMPANY considers so desirable or deemed fit for the smooth administration, management, operation and uniformity. The Trustees including Board of Directors of the TRANSFEREE COMPANY shall be entitled to adopt such course in this regard as may be advised provided however that there shall be no discontinuation or breakage in the service of the employee of the TRANSFEROR COMPANIES.

CONTRACTS, DEEDS, ETC.

9. Subject to the other provisions contained in this Scheme, all contracts, deeds, agreements, bonds and other instruments of whatsoever nature subsisting or having effect on the Effective Date to which either of the TRANSFEROR COMPANIES is a party or to the benefit of which either of the TRANSFEROR COMPANIES may be eligible, shall be in full force and effect against or in favour of the TRANSFEREE COMPANY as if the TRANSFEREE COMPANY had been a party thereto.

10. The transfer under clauses 1, 2, 3 and 4 of Transfer of Assets and liabilities of the TRANSFEROR COMPANIES and the continuance of the proceedings by or against the TRANSFEREE COMPANY under clause 5 hereof shall not affect any transaction or proceedings already concluded by either of the TRANSFEROR COMPANIES on or after the Appointed Date to the end and intent that the TRANSFEREE COMPANY shall accept and adopt all such acts, deed and things as done and executed on behalf of itself. Furthermore, as from the Appointed Date, the TRANSFEROR COMPANIES shall be deemed to have carried on and to be carrying on business on behalf of the TRANSFEREE COMPANY until such time as this Scheme becomes effective and shall account to and be entitled to be indemnified by the TRANSFEREE COMPANY.

PAYMENT OF TAX

11. All taxes paid or payable by the TRANSFEROR COMPANIES in respect of the operations and/or the profits before the Effective Date, shall be on account of the TRANSFEREE COMPANY and, in so far it relates to the tax payment (whether by way of deduction at source, advance tax or otherwise howsoever) by the TRANSFEROR COMPANIES in respect of the profits made from and after the Appointed Date, the same shall be deemed to be the tax paid by the TRANSFEREE COMPANY, and shall, in all proceedings, be dealt with accordingly.

CONSIDERATION

12(i) Upon the coming into effect of this scheme, and in consideration of the transfer of and vesting of the undertaking and the liabilities of the transferor company in the transferee company in terms of this scheme, the transferee company shall without any further application, act, instrument or deed, issue and allot to the equity shareholders of the transferor companies whose names are recorded in the Register of Members (the “Members”), on a date (hereinafter referred to as the “Record Date”) to be fixed by the board of directors of the Transferee Company or a committee of such Board of Directors, equity shares of Rs.2/- (Rupees two only) each, credited as fully paid up, in the following ratio -

a. of 6.17 equity shares of the face value of Rs. 2 each in Transferee Company for every one equity share of face value of Rs.10 each held in the Transferor Company 1. (Share Exchange Ratio 1).

b. of 2.83 Equity shares of the face value of Rs. 2 each in Transferee Company for every one equity share of face value of Rs.10 each held in the Transferor Company 2. (Share Exchange Ratio 2).

c. of 22.26 equity shares of the face value of Rs. 2 each in Transferee Company for every one equity share of face value of Rs.10 each held in the Transferor Company 3. (Share Exchange Ratio 3).

(the above ratio in which the shares of the Transferee Company are to be allotted to the shareholders of the transferor Companies by the Transferee Company is hereinafter referred to as the “Share Exchange Ratios”)

(ii) The shares or share certificates of the Transferor Companies in relation to the shares held by its members shall, without any further application, act, instrument or deed, be deemed to have been automatically cancelled and be of no effect on and from the Record Date. In so far as the issue of shares pursuant to sub-clause (ii) above is concerned, each of the members holding shares in physical form shall have the option, exercisable by notice in writing by them to the Transferee Company on or before such date as may be determined by the Board of Directors of the Transferee Company or a committee of such Board of Directors, to receive, either in certificate form or in dematerialized form, the shares of the Transferee Company in lieu thereof in accordance with the terms hereof. In the event that such notice has not been received by the Transferee Company in respect of any of the Members, the shares of the Transferee Company shall be issued to such members in physical certificate form. Those of the members exercising the option to receive the shares in dematerialized form shall be required to have an account with a depository

(b) All the liabilities of the TRANSFEROR COMPANIES as on the Appointed Date;

Without prejudice to the generalities of the above, the undertaking of the TRANSFEROR COMPANIES shall include all rights, privileges, powers and authorities and all the property, movable or immovable, real, corporeal incorporeal, in possession or reversion, present or contingent of whatever nature and whosesoever situated, including in particular approvals, permissions, licenses, consents, exemptions, registrations, no-objection certificates and certification, permits, quotas, rights, entitlements, tenancies, roof rights, trademarks, service marks, know-how, technical know-how, trade names, descriptions, trading style, franchise, labels, label designs, color schemes, utility models, holograms, bar codes, designs, patents copyrights, privileges and any rights, titles or interest in intellectual property rights, benefits of contracts, agreements and all other rights including lease rights, licenses including those relating to trademarks, or service marks, powers and facilities of every kind, nature and description whatsoever of the TRANSFEROR COMPANIES or to which the TRANSFEROR COMPANIES is entitled and all the debts, liabilities, duties, responsibilities and obligations of TRANSFEROR COMPANIES on the Appointed Date and all other obligations of whatsoever kind including liabilities for the payment of gratuity, pension benefits, provident fund or compensation in the event of retrenchment.

N. Other expressions used in this Scheme and not expressly defined herein shall carry the same meaning as is given to them in the Companies Act, 1956.

II. SHARE CAPITAL

Share Capital of Transferee Company

The present Authorised, Issued and Subscribed and paid up Share Capital of the Transferee Company as on April 1, 2007 is as stated below.

Authorised Share Capital: 3,550,000,000

1650,000,000 Equity Shares of Rs. 2/- each

and

250,00,000 redeemable

cumulative preference shares of Rs. 10/- each

Share Capital of Transferor Company No. 1

The Present Authorised, Issued, Subscribed and Paid up Share Capital of Transferor Company No. 1 as on April 1, 2007 is as follows-

Authorised:	9,	[Illegible]
98039 Equity shares of Rs.10 each
	9,	[Illegible]

Issued, Subscribed and Paid up:

98039 Equity shares of Rs.10 each fully paid up

All the shares issued by the TRANSFEROR COMPANY No.1, as above, are held by the Wipro Inc and its Nominees Wipro Inc is a company registered in USA which is a wholly owned subsidiary of the Transferee Company

The Present Authorised, Issued, Subscribed and Paid up Share Capital of Transferor Company No. 2 as on April 1, 2007 is as follows-	500,000/-
Authorised:
50,000 ordinary shares of Rs. 10/- each
	500,000/-
Issued, Subscribed and Paid up:
50,000 ordinary shares of Rs. 10/- each fully paid up

Share Capital of Transferor Company No. 2

All the shares issued by the TRANSFEROR COMPANY No. 2, as above, are held by the

participant and shall provide details thereof and such other confirmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the demat/dematerialized securities account of such member with the shares of the Transferee Company.

(iii) Equity shares of the Transferor Companies, if any, held directly by the Transferee Company on the Record Date shall be cancelled and shall be deemed to have been cancelled without any further act or deed, and no shares of the Transferee Company are required to be issued in lieu thereof.

(iv) Shares of the Transferee Company to be issued in accordance with the Share Exchange Ratios, in relation to the shares of the Transferor Companies held by Wipro Inc., shall, without any further application, act, instrument or deed, be issued and allotted directly to individual trustee or a board of trustees (including the survivors or survivor of any of the trustees comprising such board of trustees) or a corporate trustee (the “Trustee”) who shall hold such shares with all additions or accretions thereto in trust for the benefit of Wipro Inc and its successor or successors subject to the powers, provisions, discretions, rights and agreement contained in the instrument (the “Trust Deed”) establishing the aforesaid trust (the “Trust”) for a period of 5 (Five) years (the “term”). The Trustees shall have the sole discretion, if it is deemed so necessary, to vary the term in accordance with the provisions of the Trust Deed. During the Term or such varied Term as may be determined by the Trustee, the Trustee may realise value in relation to such shares and in such manner as is appropriate in accordance with the provisions of the Trust Deed and act in the best interest of the beneficiary(ies). The constitution of the Trust and the functions and powers of the Trustees shall be set forth in the Trust Deed. The obligations of the Trustee shall stand discharged and the Trust shall stand terminated in accordance with the provisions of the Trust Deed.

v) Equity Shares issued to the Trust in terms of the Scheme may be used by the Trust, inter-alia, for the following purposes, as may be decided by the Trustees for the benefit of the beneficiary, viz. Wipro Inc -

1. For acquisitions, if any, to be made by Wipro Inc.

2. For use as a compensation tool to allot Employee Stock Options and other similar benefits to employees of Wipro Inc and affiliates.

3. For sale and distribution of the net proceeds to Wipro Inc.

In addition to or in substitution of any of the purposes referred to above, the Trustees are authorized to use the same for such other purposes as may be deemed fit for the benefit of the beneficiary, viz. Wipro Inc.

vi) Equity shares issued and allotted by the Transferee in accordance with the Share Exchange Ratio shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company and shall rank pari passu in all respects with the then existing equity shares of the Transferee Company, including in respect of dividends, if any that may be declared by the Transferee Company, on or after the Effective Date.

vii) Equity shares of the Transferee Company issued in accordance with the share exchange ratio shall be listed on the relevant stock exchange/s in India, only where the existing equity shares of the Transferee Company are presently listed.

viii) No shares shall be issued in respect of fractional entitlements, if any, by the Transferee Company. The Board of Directors of the Transferee Company, shall instead consolidate all such fractional entitlements and thereupon issue and allot equity shares in lieu thereof to a director or an officer of the Transferee Company who shall hold the shares in Trust on behalf of the Members entitled to fractional entitlements with the express understanding that such director(s) or officer(s) shall sell the same in the market at such times and at such prices in the market and pay to the Transferee the Net Sales Proceeds thereof, whereupon the Transferee Company shall distribute such net sale proceeds to the members in proportion to their respective fractional entitlements.

GENERAL TERMS AND CONDITIONS:

13. With effect from the date of filing of this Scheme with the high Court of Judicature at Bombay and the High Court of Karnataka at Bangalore (Whichever is earlier) and upto and including the Effective Date, the Transferor Companies and the Transferee Company Shall be entitled to declare and pay dividends, whether interim or final, and declare bonus shares, if any, to their respective equity shareholders in respect of the accounting period after the Appointed Date and prior to the Effective Date, provided that the Transferor Companies shall not make any such declaration, except with the prior approval of the Board of directors of the Transferee Company. Dividend/ bonus, if any, paid/ allotted as the case may be by the Transferee Company to the shareholders of the transferor companies would be only after the Effective Date and only after fresh shares are allotted in accordance with the Scheme.

14. Until the coming into effect of this scheme, the holder of equity shares of the Transferor Companies and the Transferee Company shall, save as expressly provided otherwise in this scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.

15. It is clarified that the aforesaid provisions in respect of declaration of dividends, whether interim or final, are enabling provisions only and shall not be deemed to confer any right on any member of any of the Transferor Companies and/ or Transferee Company to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Transferor Companies and the Transferee Company and subject to the approval of the shareholders of the Transferor Companies and the Transferee Company respectively.

16. The Transferor Company 1 and Transferor Company 2 shall with all reasonable dispatch, make all applications/ petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Karnataka at Bangalore and Transferor Company 3 shall with all reasonable dispatch, make all applications/ petitions under Sections 39l and 394 and other applicable provisions of the Act to the High Court of Judicature at Bombay for sanctioning of this Scheme and for its dissolution without winding up under the provisions of law, and obtain all approvals as may be required under law. Transferee Company shall also with all reasonable dispatch, make all applications/ petitions under Sections 391 and 394 and other applicable provisions of the Act to the High Court of Karnataka at Bangalore for sanctioning of this Scheme under the provisions of law, and obtain all approvals as may be required under law.

17. Upon the coming into effect of the Scheme:

a. the resolutions, if any, of the Transferor Companies, which are valid and subsisting on the Effective Date, shall be continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have upper monetary or other limits being applicable provisions, then the said limits shall be added and shall constitute the aggregate of the said limits in the Transferee Company.

b. The borrowing limits of the Transferee Company in terms of Section 293(1)(d) and investment limits in terms of Sections 293(1)( c) and 372A of the Companies Act, 1956 shall, without any further act, instrument or deed, stand enhanced by an amount equivalent to the aggregate value of such approvals granted by the Board of Directors and shareholders of the Transferor Companies.

c. The Board of Directors (or any committee thereof) of the Transferor Companies shall without any further act, instrument or deed be and stand dissolved.

ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

18(i). Upon the Scheme becoming effective, except as otherwise provided herein, the accounting treatment in the books of accounts of the TRANSFEREE COMPANY shall be in accordance with the Pooling of Interest method under the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

(ii). Upon the coming into effect of this Scheme, an amount representing the excess of the value of the assets over the liability of the respective TRANSFEROR COMPANIES after making such adjustments as the Board of Directors of the TRANSFEREE COMPANY may decide shall be reflected as the General Reserve in the Books of the TRANSFEREE COMPANY.

(iii). Amounts equal to the balances lying in the Capital Redemption Reserve Account, General Reserve Account, Preference Shares Redemption Reserves Account, Profit and Loss and/or any other account and/or any other reserves of the TRANSFEROR COMPANIES shall be credited to the corresponding accounts of the TRANSFEREE COMPANY.

CONDITIONALITY OF THE SCHEME

19. This Scheme is and shall be conditional upon and subject to;

(i) The approval by the requisite majorities of the members of the TRANSFEREE COMPANY and the TRANSFEROR COMPANIES as required under the Acts and any other approval required under an order of the High Court of Karnataka and High Court of Judicature at Bombay.

(ii) The certified copies of the Orders of the High Court of Karnataka, and High Court of Judicature at Bombay sanctioning the Scheme being filed with the respective Registrar of Companies.

DISSOLUTION OF TRANSFEROR COMPANIES

20. Upon the Scheme becoming effective, the TRANSFEROR COMPANIES shall be dissolved without winding up pursuant to the provisions Section 394 of the Companies Act, 1956.

APPLICATIONS TO THE COURTS

21. The TRANSFEROR COMPANIES and TRANSFEREE COMPANY shall with all reasonable diligence make and pursue applications to the High Court of Karnataka and High Court of Judicature at Bombay, for sanction and carrying out of the Scheme.

MODIFICATIONS OR AMENDMENTS TO THE SCHEME

22 (i). The TRANSFEROR COMPANIES and the TRANSFEREE COMPANY (by their respective Boards of Directors or any Director authorized in that behalf by the Board of Directors) may assent on behalf of all concerned to any modification(s) or amendments in this Scheme which the Courts and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question, or doubt or difficulty that may arise in implementing and/or

carrying out of the Scheme and the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY (by their respective Boards of Directors or any Director authorized in that behalf by the Board of Directors) and after the dissolution of the TRANSFEROR COMPANIES, the TRANSFEREE COMPANY (by its Board of Directors) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by reason of any orders of the Courts or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith.

The TRANSFEROR COMPANIES and the TRANSFEREE COMPANY (by their respective Board of Directors or any Director authorized in that behalf by the Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith or to review the position relating to the satisfaction of various conditions to the scheme and if necessary, to waive any of those (to the extent permissible under law).

(iii). In the event any of the conditions that may be imposed by the Courts and/or Authority, while sanctioning the Scheme, which the Board of Directors of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY may find unacceptable for any reason, then the TRANSFEROR COMPANIES and TRANSFEREE COMPANY are at liberty to withdraw from the Scheme.

EFFECT OF NON RECEIPT OF APPROVALS

23(i). In the event any of the approvals or conditions enumerated in the Scheme not being obtained or complied, or for any other reason, the Scheme cannot be implemented, the respective Board of Directors of the TRANSFEREE COMPANY and the

TRANSFEROR COMPANIES shall mutually waive/ modify such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, or in case the Scheme is not sanctioned by the Courts by December 31, 2008 or such other date as may be fixed by the Boards of Directors of the TRANSFEREE COMPANY and the TRANSFEROR COMPANIES the Scheme shall be become null and void and each party shall bear and pay their respective costs, charges and expenses in connection with the Scheme.

(ii). If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY, affect the validity or implementation of the other (illegible) and/or provisions of this Scheme.

COSTS CHARGES AND EXPENSES

24. All costs, charges, taxes including duties, levies and all other expenses, if any, (save as expressly otherwise agreed) of the TRANSFEROR COMPANIES and the TRANSFEREE COMPANY respectively in relation to or in connection with negotiations leading up to the Scheme and or carrying out and completing the terms and provisions of this Scheme and of and incidental to the completion of amalgamation in pursuance of this Scheme shall be borne and Paid by the Transferee Company.

IN THE HIGH COURT OF JUDICATURE

AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY PETITION NO. 971 OF 2007.

CONNECTED WITH

COMPANY APPLICATION NO. 1247 OF 2007.

In the matter of the Companies Act, 1 of 1956;

AND

In the matter of Sections 391 to 394 of the Companies Act, 1956

AND

In the matter of Scheme of Amalgamation of Mpact Technology Services Private Limited and Mpower Software Services (India) Private Limited and Cmango India Private Limited with Wipro Limited and their respective shareholders and creditors.

CMANGO INDIA PRIVATE LIMITED,

... Petitioner Company.

Authenticated copy of the Minutes of the Order dated 14^th March, 2008 alongwith Scheme.

M/S. RAJESH SHAH & CO

Advocates for the Petitioner

16, Oriental Building,

30, Nagindas Master Road,

Flora Fountain,

Mumbai-400 001.

237

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 10^TH DAY OF MARCH, 2010

BEFORE

THE HON’BLE MR. JUSTICE RAM MOHAN REDDY

COMPANY PETITIONS NOs. 113 OF 2009

C/W COMPANY PETITION NOs. 114 OF 2009

AND 115 OF 2009

COP 113 OF 2009

BETWEEN:

Wipro Limited,

Registered Office,

Doddakannelli,

Sarjapur Road,

Bangalore - 560 035.                                                                                                                                                    ..PETITIONER

(By Sri. Saji P. John, SPJ Legal Advs.)

AND:

NIL                                                                                                                                                                                 ..RESPONDENT

(By Sri. R. Veerendra Sharma, CGC for ROC)

COP 114 OF 2009

BETWEEN:

Wipro Networks Pte Limited,

Registered Offlce: 31,

Cantonment Road,

Singapore - 089747

Indian Branch Office: 101,

Unitus Technology,

#4/1 Intermediate Road,

Domlur,

Bangalore – 560 071. ..PETITIONER

(By Sri. Saji P. John, SPJ Legal Advs.)

A N D:

NIL                                                                                                                                                                                    ..RESPONDENT

(By Sri. R. Veerendra Sharma, CGA for ROC)

COP 115 OF 2009

BETWEEN:

WMNETSERV LIMITED, CYPRUS

Registered Office: Themistokli Dervi, 48

Centennial Building, 7^th Floor,

Flat/Office 701, P.C. 1066

Nicosia, Cyprus

Indian Branch Office:

C/o Wipro Ltd., EC4 Tower 16 (SEZ)

Electronic City, Campus-4

Survey Nos 70/1, 2, 3, 4 (P) and

84/1, 2, 3, 4 (P)

Bangalore 561 229.

..PETITIONER

(By Sri. Saji P. John, SPJ Legal Advs.)

AND:

NIL ..RESPONDENT

(By Sri. R. Veerendra Sharma, CGA for ROC)

2

b) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferee company are more fully set out in paragraph 4 of the petition. The Transferee company has produced its audited Balance sheet made upto 31.3.2009 Annexure-C disclosing its assets and liabilities.

c) The Board of Directors of the transferee company in the meeting held on 21.4.2009 approved and adopted the Scheme of Arrangement Annexure-A proposing to merge into it, the Indian undertaking of its two wholly owned subsidiaries viz, (i) Wipro Networks Pte Limited, Singapore (Transferor Company No. 1) and ii) WMNETSERV Limited, Cyprus (Transferor Company No. 2), having their place of business in the State of Karnataka.

d) The transferee company made an application in CA No.433/09, whence this court by order dt. 12.6.2009 Annexure-K directed it to convene the meetings of its shareholders, secured creditors and unsecured creditors to consider the Scheme of Arrangement.

4

II (a). The petitioner in Company Petition No. 114/2009 (Transferor company No. 1) was incorporated on 15.12.1999 as a private limited under the Companies Act. Cap 185 in Singapore bearing registration No. 199907933M in the name and style ‘Planet Networks Pte. Limited and renamed on 21.2.2000 as ‘3D Networks Pte Limited’ and thereafter to the present name on 4.11.2008 having its registered office at No.31, Cantonment Road, Singapore- 089747, carry on business in India through its principle branch office at the address shown in the cause title and also at other locations in Secunderabad, Mumbai, New Delhi, Kolkata, Pune, Chennai, Patna and Panvel. Transferor company No. 1 is engaged in the business of providing equipment, services, maintenance and support for establishment or integration of voice or data communication equipment, etc., amongst others, as set out in the memorandum and Articles of Association, Annexure-B.

5

b) The Transferor Company No. 1 has its Principal Branch office at No. 151, Lorong Chuan, # 03-05, New Tech Park, Singapore 556741 and having established its place of business in India w.e.f. 1.1.2001, when registered with the Registrar of Companies in Delhi and Haryana in terms of Section 592 of the Companies Act. 1956 is issued with a certificate dt. 12.6.2003. Consequent upon the change of name from 3D Networks Pte Limited to ‘Wipro Networks Pte Limited’, a fresh certificate of establishment of place of business in India was issued by the Registrar of Companies in Delhi and Haryana.

c) The particulars of the authorised, issued, subscribed and paid up share capital of the Transferor company No. 1 are more fully set out in paragraph 4 of the company petition. The audited Balance sheet made upto 31.3.2009 Annexure-E discloses its deferred tax asset and net current assets.

6

d) The Board of Directors of the transferor company No. 1 in the meeting held on 5.6.2009 approved and adopted the Scheme of Arrangement Annexure-A whereunder its Indian undertaking along with the Indian undertaking of the Transferor Company No. 2 are proposed to be merged with the Transferee company, their holding company.

e) The transferor company No. 1 made an application in CA No.434/09, whence this court by order dt. 12.6.2009 Annexure-K directed convening of the meeting of creditors of its Indian undertaking while dispensing with the convening of the meeting of its shareholders to consider the Scheme of Arrangement.

7

III(a). The petitioner in Company Petition No.115/2009 (Transferor Company No. 2) incorporated on 21.8.2006 under the Companies Act of the Republic of Cyprus having its registered office at the address shown in the cause title, carries on business in India from its Branch Office at the address shown in the cause title as also at Cyprus. The main objects of Transferor company No. 2, amongst others is to carry on business of an investment company to acquire and hold either in the name of the company or in the name of its nominees, shares, debentures, etc., as set out in the memorandum and Articles of Association, Annexure-B.

b) The principal place of business of the Transferor Company No. 2 in India when registered with the Registrar of Companies with Delhi and Haryana under Section 592 of the Companies Act. 1956 is issued with certificate No.F03977 dated 19.4.2007.

8

of the meeting of creditors of its Indian undertaking while dispensing with the meetings of its shareholders to consider the Scheme of Arrangement.

2. The petitions when admitted, notices ordered on Regional Director of Company Affairs, Chennai, as well as the Regional Director of Company Affairs. Delhi and Haryana, have not filed objections to the proposed scheme.

3. The material on record discloses that the entire shares of the Transferor company No. 1 and Transferor Company No. 2 as reflected in the Balance Sheet Annexure-C in Company Petition No.113/2009 are held by the Transferee company. The Board of Directors of the Transferee Company as well as Transferor Company Nos. 1 and 2 have opined that the merger of the Indian undertakings of Transferor Company Nos. 1 and Transferor company No. 2 with the Transferee Company would be beneficial and profitable to operate as a single

10

unit instead of different units and that the Transferee company is a consistent profit making company. According to the learned counsel for the petitioners, the Scheme does not affect the rights of members or creditors of the Transferee Company as well as Transferor company No.1 and Transferor Company No.2 and also does not involve reorganisation of the share capital of the Transferee company.

4. The material on record further discloses that the transferor company Nos. 1 and 2 have complied with Section 391 of the Companies Act, in addition to statutory requirement of Section 391(2).

5. Despite publication of hearing of these petitions, none of the shareholders, creditors, employees or other persons have appeared before court to oppose the Scheme of Arrangement.

11

6. The terms of the Scheme of Arrangement indicate that with effect from the said date, all debts, liabilities, dues and obligations of the Indian undertakings of the Transferor company No. 1 and that of Transferor company No. 2, any accretions or additions or deletions thereto, after the appointed date shall without any further act or instrument or deed stand transferred or deemed to be transferred and vested in the Transferee company so as to become as and from the date, the debts, liabilities, dues and obligations of the Transferee Company. Upon the Scheme of Arrangement being sanctioned and become effective, no fresh shares of the Transferee company are to be allotted but the Transferee company will be liable to pay the Transferor company No.1 Rs.1, 11,91,194/- as consideration in cash, while also be liable to pay to the Transferor company No. 2 Rs.Five lakhs in cash.

12

7. All the employees of the Indian undertakings of the transferor company No. 1 and transferor company 2, in service, on the effective date, shall become employees of the Transferee company, on such date, without any break or interruption in service and on the terms and conditions not less favourable than those subsisting with the Indian undertakings of the transferor company No. 1 and transferor company No. 2. As already noticed supra, no employee of the transferor companies Nos. 1 and 2 appeared before court to oppose the Scheme of Arrangement. Thus the interest of the employees is taken care of.

8. In these petitions, the question that arises for decision making is, whether sanction of Scheme of Arrangement of the Indian undertakings of the Transferor Companies Nos. 1 and 2. subsidiaries of the Transferee company, being ‘Body Corporate’ under Section 2(7) of the Companies Act is permissible under Section 391 to 394 of the Companies Act, 1956 ?

13

9. The Transferor company No. 1 and Transferor company No. 2 being companies incorporated outside India their Indian undertakings registered in India, fall within the definition of the term ‘Body Corporate’ under subsection (7) of Section 2 of the Companies Act, 1956. The term ‘Body Corporate’ has a wider connotation of company and is used in several Sections of the Act not only to the companies incorporated in India but also foreign companies. Subsection 4(b) of Section 394 of the Act while defining ‘Transferee company’ does not include any company other than a company within the meaning of the Act but the ‘transferor company’ includes any body corporate whether a company within the meaning of the Act or not.

14

10. A plain reading of the provisions of the Act, more appropriately Sections 391 to 394 in Chapter V, there is no doubt that the legislature invested in this court the power of wide amplitude having regard to the arbitration, reconstruction, compromise and arrangement entered into between the company for any purpose conducive to the interest of shareholders, without any fetters while according sanction of the Scheme. Hence the question is answered in the affirmative.

11. From the factual matrix noticed supra, the Indian undertakings of the Transferor company No. 1 and Transferor company No. 2 sought to be merged with the Transferee company, the holding company, while the transferor companies are its subsidiaries and since all the three petitioners have sought for sanction of the same Scheme of Arrangement, the orders made by this court would bind the companies, its members and creditors.

15

12. For the reasons stated supra, the petitioners have made out a case for according sanction of the Scheme of Arrangement. Annexure-A. Hence the following:

ORDER

i) The Scheme of Arrangement, Annexure-A, proposed by the Transferor company No. 1 and Transferor company No. 2 as well as Transferee company, is hereby sanctioned and binding on the transferor company Nos 1 and 2 and Transferee company, their shareholders and creditors.

ii) Petitioners are directed to serve a copy of this order on the Registrar of Companies in the State of Karnataka, New Delhi and Haryana within 30 days.

iii) Registry is directed to draw up a decree in Form No.42, subject to payment of stamp duty.

16

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 08^TH DAY OF DECEMBER 2010

BEFORE

THE HON’BLE MR. JUSTICE H.N. NAGAMOHAN DAS

COMPANY PETITION No. 180/2010

BETWEEN:

WIPRO LIMITED

REGISTERED OFFICE:

DODDAKANNELLI,

SARJAPUR ROAD,

BANGALORE - 560 035.

TRANSFEREE COMPANY ...PETITIONER

(BY SRI SAJI P. JOHN, ADV.,)

AND:

NIL .. RESPONDENT

(By SRI MOHAMMED IBRAHIM, ADV., FOR ROC)

THIS COMPANY PETITION IS FILED UNDER SECTION 391 TO 394 OF THE COMPANIES ACT, 1956 PRAYING TO SANCTION THE SCHEME OF AMALGAMATION - ANNEXURE-A IN THE PETITION SO AS TO BE BINDING ON THE PETITONER COMPANY. ITS SHAREHOLDERS, CREDITORS AND ALSO THE TRANSFEROR COMPANY AND ITS SHAREHOLDERS AND CREDITORS ETC.

1

THIS PETITION COMING ON FOR ORDERS THIS DAY. THE COURT MADE THE FOLLOWING:-

O R D E R

This petition is by the Transferee Company- WIPRO LIMITED, filed under Sections 391 to 394 of the Companies Act, 1956 (for short ‘Act’), seeking for sanction of the ‘Scheme of Amalgamation’ furnished at Annexure-A by virtue of which ‘WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED’-Transferor Company is proposed to be merged with the petitioner–transferee company.

2. The Petitioner/Transferee Company was incorporated on 29.12.1945 under the name and style of ‘Western India Vegetable Products Limited^’ in the State of Maharashtra, with registration No. 4713 of 1945-46. Thereafter, the name of the petitioner Company has been changed as “Wipro Products Limited” w.e.f. 17.6.1977 and subsequently changed its name to ‘Wipro Limited’ w.e.f. 28.4.1984. The registered office of the petitioner company has been shifted from State of Maharashtra to the State of Karnataka w.e.f. 10.7.1996.

2

3. The registered office of the petitioner Company is situated at Doddakannelli, Sarjapura Road, Bangalore-560 035.

4. The main objects of the petitioner Company is to purchase or otherwise acquire and take over any lands [whether freehold, leasehold or otherwise] with or without buildings and plant, machinery, factory, more fully described in the memorandum and articles of Association furnished at Annexure-B.

5. The Authorised Share Capital of the petitioner/transferee Company is 355,00,00,000/- divided into 165,00,00,000 Equity Shares of 2/- each and 2,50,00,000 redeemable cumulative preference

3

shares of 10/- each. The issued, subscribed and paid up Share Capital of the transferee Company as on 31^st March 2009 is  293,64,22,378/- divided into 146,82,21,189 equity shares of 2/- each fully paid up. Copy of the audited Balance Sheet of the petitioner/Transferee Company as on 31.3.2010 is found at Annexure-C.

6. The Transferor Company was incorporated on 20.11.2006 as a Private Limited Company under the provisions of the Companies Act, 1956 with the name “LORNAMEAD PERSONAL CARE PRIVATE LIMITED” with the Registrar of Companies Maharashtra at Mumbai. Subsequently, the name of the transferor Company was changed to “WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED” with effect from 31.3.2010. The registered office of the Transferor Company is situated at 403-406, 4^th floor, Kane Plaza, Mindspace Off Link Road, Malad West, Mumbai-400 064. The Transferor company is a wholly owned subsidiary of the petitioner-transferee company.

4

7. The main objects of the Transferor Company is to manufacture, importers, exporters and to stock, deal and trade in consumer care products and other related services and more fully described in its memorandum and articles of association produced at Annexure-D. The latest audited balance sheet as on 31.3.2010 is produced at Annexure-E.

8. The Board of Directors of the Petitioner/ transferee company has approved and adopted the Scheme of Amalgamation in its meeting held on 23.4.2010, by virtue of which WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED (TRANSFEROR COMPANY) is proposed to merge with the petitioner company.

5

9. The petitioner/transferee company filed an application CA No. 334/2010. This Court, by order dated 15.6.2010 allowed the application with a direction to convene meetings of its Shareholders and Creditors. Accordingly, the Chairman appointed by this Court, has convened the meetings and filed his report in respect of the meetings.

10. This Court vide order dated 11.8.2010 passed in the company petition filed by the petitioner directing to take out the notice on the petition to the Regional Director. Ministry of Corporate Affairs, Southern Region, Chennai and permitted the petitioner to take out the advertisements in the English Daily “Business Standard” and Kannada Daily “Kannada Prabha” news papers on or before 25.08.2010 fixing the date of hearing as 15.9.2010.

11. Pursuant to the notice issued to the Regional Director, the Registrar of Companies. Karnataka as filed affidavit dated 08.12.2010 on behalf of the Regional Director, stating that no objection to sanction the scheme of amalgamation subject to sanction the scheme of amalgamation by the High Court at Bombay, as the transferor company is having its registered office in the State of Maharashtra.

6

12. Counsel for the petitioner has furnished the copy of the Business Standard, English daily and Kannada Prabha Kannada Daily news papers both dated 20.08.2010 along with memo dated 02.09.2010 in compliance with the order dated 11.08.2010.

13. Pursuant to the advertisement no shareholders or creditors or the employees have objected to the sanction of the proposed scheme of amalgamation. All the employees of the transferor company in service on the effective date shall become the employees of the transferee company on such date without any break or interruption in service and on the terms and conditions not less favourable than those subsisting with the transferor company.

7

14. I have heard the learned counsel for the petitioner and the learned counsel for Registrar of Companies, Karnataka.

15. As the proposed Scheme of Amalgamation would be beneficial to both the transferor company and the transferee company and also the shareholders and creditors. I deem it appropriate to sanction the Scheme of Amalgamation at Annexure-A. Accordingly, I pass the following:

O R D E R

(i) Company petition is hereby allowed.

(ii) The Scheme of Amalgamation at Annexure-A proposed by the Companies is hereby sanctioned and same shall be binding on the petitioner company and its Shareholders and creditors, subject to sanctioning of amalgamation in respect of the transferor company by the Court having jurisdiction.

(iii) Registry to draw up a decree in Form No. 42.

8

(iv) The petitioner - transferee Company shall file a copy of this order with the Registrar of Companies within thirty days from the date of receipt of a copy of this order.

9

HIGH COURT, BOMBAY

0424051

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SCHEME PETITION NO. 587 OF 2010.

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION NO. 556 OF 2010.

In the matter of the Companies Act 1 of 1956);

AND

In the matter of Sections 391 to 394 of the Companies Act, 1956;

AND

In the matter of Scheme of Amalgamation of Wipro Yardley Consumer Care Private Limited

with

Wipro Limited

and

their respective shareholders and creditors.

WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED

.......Petitioner / Transferor Company

Mr. Rajesh Shah i/b Rajesh Shah & Co. Advocate for the Petitioner.

Dr. T. Pandian, Official Liquidator, present.

Ms. Jyotsna Pandhi, i/b Mr. H. P. Chaturvedi for Regional Director in CSP Nos. 587 of 2010.

CORAM: S. J. VAZIFDAR, J.

                                         DATE: 8^th April, 2011

“Disclaimer Clause: Authenticated copy is not a Certified Copy”

1

HIGH COURT, BOMBAY

0424052

PC:

1. Heard learned counsel for the parties.

2. The sanction of the Court is sought to the Scheme of Amalgamation of WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED with WIPRO LIMITED and their respective Shareholders under Sections 391 to 394 of the Companies Act, 1956.

3. Counsel appearing on behalf of the Petitioner Company has stated that they have complied with all the requirements as per the directions of this Court and has filed necessary affidavits of compliance in the Court Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The undertaking is accepted.

4. The Counsel for the Petitioner submits that the registered office of Wipro Limited, the Transferee Company is situated at Bangalore in the State of Karnataka and that the Petition filed by the said Company before the High Court of Karnataka at Bangalore.

5. The Official Liquidator has filed his report stating therein that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved.

“Disclaimer Clause: Authenticated copy is not a Certified Copy”

2

HIGH COURT, BOMBAY

0424053

6. The Regional Director has filed his affidavit stating therein that it appears that the scheme is not prejudicial to the interest of the shareholders and the public.

7. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme.

8. Since all the requisite statutory compliances have been fulfilled. Company Scheme Petition is made absolute in terms of prayer clauses (a) to (j). The Scheme is sanctioned subject to the order to be passed by the High Court of Karnataka at Bangalore in the Petition filed by the Transferee Company.

9. The Petitioner Company to lodge a copy of this order and the Scheme duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the order.

10. The Petitioner Company to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from today.

11. Filing and issuance of the drawn up order is dispensed with.

“Disclaimer Clause: Authenticated copy is not a Certified Copy”

3

HIGH COURT, BOMBAY

0424054

12. All authorities concerned to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court (O. S.), Bombay.

(S. J. VAZIFDAR, J.)

“Disclaimer Clause: Authenticated copy is not a Certified Copy”

4

SCHEME OF AMALGAMATION

OF

WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED

WITH

WIPRO LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

1. PRELIMINARY:

A. This Scheme of Amalgamation provides for the Amalgamation of Wipro Yardley Consumer Care Private Limited, Mumbai (TRANSFEROR COMPANY) with Wipro Limited (TRANSFEREE COMPANY) pursuant to the relevant provisions of the Indian Companies Act, 1956.

B. The TRANSFEROR COMPANY is wholly owned subsidiary of the TRANSFEREE COMPANY which is holding directly / indirectly the entire issued, subscribed and paid-up equity share and preference share capital of the TRANSFEROR COMPANY together with its nominees.

C. The TRANSFEREE COMPANY was incorporated on 29^th December, 1945 under the provisions of the Companies Act, 1913 having its registered office situated at Doddakannelli, Sarjapur Road, Bangalore 560 035. The shares of the TRANSFEREE COMPANY are listed on the National Stock Exchange of India Limited and The Bombay Stock Exchange, Mumbai and ADRs are listed on the New York Stock Exchange.

D. The TRANSFEROR COMPANY was incorporated on 20^th November, 2006 under the name of Lornamead Personal Care Private Limited, which has changed its name as Wipro Yardley Consumer Care Private Limited having its registered office at No. 403-406, 4^th Floor, Kane Plaza., Mindspace, Off Link Road, Malad West, Mumbai - 400064. The TRANSFEROR COMPANY is engaged in manufacture, importers, exporters and to stock, deal and trade in consumer care products and other related services.

E. By the Scheme of Amalgamation it is proposed to merge the TRANSFEROR COMPANY with the TRANSFEREE COMPANY without winding up of the former for the purpose of better, efficient and economical management, control and running of their businesses, and for further development and growth of the business of the TRANSFEREE COMPANY and for administrative convenience. The proposed amalgamation between the TRANSFEROR COMPANY and the TRANSFEREE COMPANY shall result in the following, benefits, amongst others, to all companies, their respective members and creditors:

(1) The amalgamation will enable the TRANSFEREE COMPANY to consolidate its business operations world wide and provide significant impetus to the growth of the TRANSFEREE COMPANY since both the TRANSFEROR COMPANY and one of the

divisions of the TRANSFEREE COMPANY are under the same group. The consolidation by way of an amalgamation will lead to synergies of operation and stronger and wider capital and financial base for future growth/expansion-more specifically the following.

(i) To bring the two corporate entities under one roof to portray one face to the customers with one legal entity (e.g. one invoice for all services)

(ii) Better leverage of facilities, infrastructure and people and for better administration

(2) The amalgamation will result in economy of scale and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, organizational rationalization efficiency and optimal utilization of various resources.

(3) The managerial expertise of the Companies will be combined giving additional strength to the Transferee Company. Consequently, the TRANSFEREE COMPANY will offer a strong financial structure to all the creditors including the creditors of the Transferor Company, facilitate resource mobilization and achieve better cash flows. This could contribute substantially towards enhancement of the shareholders’ value of the Transferee Company.

(4) Duplication of administrative functions will be eliminated together with the multiple records keeping resulting in reduced expenditure.

(5) The amalgamation will result in significant reduction in the multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor and the Transferee Company.

(6) The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their security is maintained.

(7) There will be improvement in financial structure and management of the Company

IN CONSIDERATION OF THE RECIPROCAL PROMISES, THIS SCHEME BETWEEN THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS IS BEING PROPOSED IN ACCORDANCE WITH THE TERMS SET OUT HEREUNDER.

2. DEFINITIONS

In this Scheme, unless repugnant to the context or meaning thereof, the following expressions shall have the following meanings:

A. “ACT” means the Indian Companies Act, 1956 and any statutory modifications or re-enactment thereof for the time being in force.

B. “APPOINTED DATE” means 1^st April 2010.

C “ASSETS” shall mean all the business, undertakings, estates, assets, properties, rights, titles and interests of whatsoever nature fund kind and whosesoever situated in India and abroad, of the respective Transferor Companies, including but not limited to:

(a) all assets, moveable and immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, free hold or lease hold, fixed or current, including computers and telecommunication equipments, computer hardware, software and programs, plant and machinery, office equipments, furniture and fixtures, vehicles, sundry debtors, cash and bank balances, loans and advances, deposits, buildings, godowns, warehouses, offices, inventories, bills of exchange, peripherals and accessories, receivables, investments, goodwill, investment in shares, debentures, bonds, mutual funds, etc.,

(b) all the registrations, permits, quotas, rights, entitlements, industrial and other licenses, concessions, incentives, subsidies, approvals, authorizations, consents, tenancies, trade marks, patents, copyrights, all intellectual property rights and licenses there under, technical know-how, permits, designs, patterns, inventions, leasehold rights, leases, tenancy rights privileges, all other rights, benefits and entitlements including sales tax deferrals and other benefits, lease rights (including the benefit of any applications made there for), powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections, e-mail connections, communication facilities and installations, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements, benefits under Letter of Credit, Guarantees, Letters of Comfort etc. issued for the benefit of the Company, benefits under government schemes, deferred tax benefits and other benefits accruing on account of past expenditure and all such other interests / benefits;

(c) All earnest moneys and/or security deposits;

(d) All records, files, papers, engineering and process information, manuals, data, catalogues, quotations, sales and advertising materials, list of present and former customers and shoppers, customer credit information, customer pricing information and all other records pertaining to business.

D. “The EFFECTIVE DATE” means the date on which all the conditions and filings referred to in Clause 13 hereof have been fulfilled and approvals and consents referred to therein have been obtained.

References in this Scheme to the date of “coming into effect of this Scheme” or “becoming effective” or “effectiveness of this Scheme” shall mean the Effective Date.

E. “EMPLOYEES” mean the staff, workmen and employees on the pay rolls of the TRANSFEROR COMPANY

F. “LIABILITIES” shall mean all the debts, secured and unsecured loans, liabilities, responsibilities Obligations, duties of the Transferor Company.

G. “SHAREHOLDERS” means respectively the persons registered as holders of equity / preference Shares of the Company concerned.

H. “SCHEME” means this Scheme of Amalgamation in its present form as approved by the Board of Directors of the TRANSFEROR COMPANY and the TRANSFEREE COMPANY subject to such modifications made under clause 17 of this Scheme as the Hon’ble High Court may impose on the Transferor Company and TRANSFEREE COMPANY and such modifications which the TRANSFEROR COMPANY and the TRANSFEREE COMPANY may deem necessary subject to the approval of the High Court.

I. “TRANSFEREE COMPANY” means “WIPRO LIMITED” a Company incorporated on 29^th December, 1945 under the provisions of the Companies Act, 1913 and deemed to be registered under the provisions of the Companies Act 1956 and having its registered office at Doddakannelli, Sarjapur Road, Bangalore 560 035.

J. “TRANSFEROR COMPANY” means “WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED”, Mumbai a Company incorporated on 20^th November, 2006 under the provisions of the Companies Act, 1956 and having its registered office at No, 403-406, 4^th Floor, Kane Plaza., Mindspace, Off Link Road, Malad West, Mumbai - 400064 and is Registered with the Registrar of Companies in Mumbai Vide Company Identification Number U24239MH2006PTC165662.

K. “HIGH COURT” means the High Court of Karnataka at Bangalore and High Court of Bombay.

L. Other expressions used in this Scheme and not expressly defined herein shall carry the same meaning as is given to them in the Companies Act, 1956.

3. SHARE CAPITAL

Share Capital of the Transferee Company

The present Authorized, Issued and Subscribed and Paid up Share capital of the Transferee Company as on March 31st 2010.
Authorized Share Capital 1,650,000,000 Equity Shares of Rs. 2/- each And 25,000,000 Redeemable Cumulative Preference Shares of Rs. 10/- each	3,550,000,000.00
Issued, Subscribed and Paid up: 1,468,221,189 Equity shares of Rs. 2/- each	2,936,422,378.00
Share Capital of the Transferor Company
The present Authorized, Issued and Subscribed and Paid up Share capital of the Transferor Company as on March 31st 2010.
Authorized Share Capital 13,050,000 Equity Shares of Rs. 10/- each And 6,950,000 Preference Shares of Rs. 10/- each	200,000,000.00
Issued, Subscribed and Paid up: 7,706,090 Equity shares of Rs. 10/- each And 5,718,964 Preference Shares of Rs. 10/- each	134,250,540.00

All the shares issued by the TRANSFEROR COMPANY, as above, are held by the Transferee Company. Accordingly, the TRANSFEROR COMPANY is a wholly owned subsidiary of the Transferee Company.

4. OPERATIVE DATE OF THE SCHEME

The Scheme set out herein shall be operative from the Appointed Date but shall become effective on the Effective Date.

5. TRANSFER OF ASSETS AND LIABILITIES

Upon coming into effect of this Scheme and with effect from the Appointed Date -

(a) All the ASSETS of the TRANSFEROR COMPANY as on the APPOINTED DATE shall, without any further act, instrument or deed pursuant to the Acts be transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, so as to become the business, undertaking, estate, assets, properties, rights, title and interests of the TRANSFEREE COMPANY but subject to all charges, liens, mortgages, if any, then affecting the same or part thereof.

(b) All the LIABILITIES of the TRANSFEROR COMPANY as on the APPOINTED DATE shall also stand transferred to and vested in or be deemed to have been transferred to and vested in the TRANSFEREE COMPANY on a going concern basis, without any further act or deed pursuant to the Acts so as to become the liabilities, debts, duties and obligations, dues, loans and responsibilities of the TRANSFEREE COMPANY on the same terms and conditions as was applicable to the respective TRANSFEROR COMPANY. It shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, loans, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Scheme.

(c) In respect of such of the assets of the TRANSFEROR COMPANY as are movable in nature or are otherwise capable of transfer by delivery or by endorsement and delivery, the same shall pursuant to the provisions of the Acts stand transferred to without requiring any further consent, deed or instrument of conveyance for transfer of the same, and shall become property of the TRANSFEREE COMPANY.

(d) In respect of such of the ASSETS of the TRANSFEROR COMPANY other than those referred to in sub clause (c) above, the same shall, as more particularly provided in sub-clause (a) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the TRANSFEREE COMPANY on the APPOINTED DATE pursuant to the provisions of Section 394 of the Act and the concerned authorities having jurisdiction over the Assets shall endorse and record the name of TRANSFEREE COMPANY in its record so as to facilitate the implementation of the Scheme and vesting of the Undertaking of the TRANSFEROR COMPANY in the TRANSFEREE COMPANY without hindrance from the Appointed Date.

(e) Any statutory and other licences, registrations, permissions, approvals or consents to carry on the operations, whether in India or abroad and whether issued by statutory and other authorities in India or abroad, of the TRANSFEROR COMPANY shall stand vested in or transferred to the TRANSFEREE COMPANY without any further act or deed and shall be appropriately mutated by the Statutory and other Authorities

concerned in favour of the TRANSFEREE COMPANY upon the Scheme becoming effective. The benefit of all such statutory and regulatory permissions, factory licenses, environmental approvals and consents, sales tax registrations or other licenses and consents shall vest in and become available to the TRANSFEREE COMPANY pursuant to this Scheme.

(f) All contracts, deeds, bonds, agreements, arrangements including but not limited to all sales tax exemption and/ or deferral benefits and/ or any other direct or indirect tax benefits and all other instruments of whatsoever nature to which the TRANSFEROR COMPANY is a party or to the benefit of which TRANSFEROR COMPANY may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall remain in full force and effect against or in favour of the TRANSFEREE COMPANY as the case may be and may be enforced as fully and effectually, as if, instead of the TRANSFEROR COMPANY, the TRANSFEREE COMPANY had been a party or beneficiary or obligee thereto.

(g) All the assets acquired by or belonging to the TRANSFEROR COMPANY and all the liabilities incurred by the TRANSFEROR COMPANY after the Appointed Date and prior to the Effective Date shall also stand transferred to and vested in the TRANSFEREE COMPANY.

(h) All liabilities and obligations arising out of banking facilities, guarantees and counter guarantees executed by the TRANSFEROR COMPANY relating to it AND in favour of third party shall become liability/obligation of the TRANSFEREE COMPANY which it undertakes to meet, discharge and satisfy.

6. LEGAL PROCEEDINGS

(a) Upon the Scheme becoming effective all legal proceedings then pending by or against the TRANSFEROR COMPANY shall thereafter is continued by or against the TRANSFEREE COMPANY.

(b) The transfer and vesting of the ASSETS and LIABILITIES under clauses 1, 2, 3, 4, 5 and 6 hereof and the continuance of the proceedings by or against the TRANSFEREE COMPANY shall not affect any contracts or proceedings already concluded by TRANSFEROR COMPANY on and after the Appointed Date to the end and intent that the TRANSFEREE COMPANY accepts on behalf of itself, all acts, deeds and things done and executed by the TRANSFEROR COMPANY.

7. TRANSACTIONS BETWEEN APPOINTED DATE AND EFFECTIVE DATE

(a) On and with effect from the Appointed Date and up to and including the Effective Date the TRANSFEROR COMPANY shall be deemed to have been carrying on their businesses and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all the assets and liabilities for and on account of and in trust for TRANSFEREE COMPANY and shall account for the same to the TRANSFEREE COMPANY.

(b) The TRANSFEREE COMPANY on behalf of the TRANSFEROR COMPANY may carry on the business, in either name as the circumstances may be, for those unfinished or incomplete business, contracts, transactions which may be necessary to be transacted and completed.

(c) All the profits or incomes accruing or arising to TRANSFEROR COMPANY or expenditure or losses arising or incurred by TRANSFEROR COMPANY, including effect of taxes thereon, if any, shall, for all purposes, be treated and be deemed to be and accrue as the profits or income or expenditure or losses, as the case may be, of TRANSFEROR COMPANY

(d) The TRANSFEROR COMPANY shall, from the Appointed Date and up to and including the Effective Date, carry on their respective businesses and activities with reasonable diligence and utmost business prudence and shall not without prior written consent of the TRANSFEREE COMPANY alienate, charge, mortgage, encumber or otherwise deal with or dispose off any of its units/undertakings or any part thereof except pursuant to any pre-existing obligations undertaken by the TRANSFEROR COMPANY prior to the Appointed Date.

8. EMPLOYEES OF THE TRANSFEROR COMPANY

On the Scheme taking effect as aforesaid, all officers and employees of the TRANSFEROR COMPANY on the EFFECTIVE DATE shall be deemed to have become the officers and employees of the TRANSFEREE COMPANY and their employment, which ever is later, and their employment by the TRANSFEREE COMPANY shall be on the following terms and conditions:

(a) The terms and conditions of service applicable to such officers and employees shall not be less favorable than those applicable to them as on the EFFECTIVE DATE.

(b) The services of such officers and employees shall not be treated as having been broken or interrupted for the purpose of provident fund or gratuity or otherwise and for all purposes will be reckoned from the date of their respective appointments with the concerned TRANSFEROR COMPANY.

(c) The TRANSFEREE COMPANY undertakes to continue to abide by the Agreement/settlement if any entered into by the TRANSFEROR COMPANY with any union/ Employee of any of the TRANSFEROR COMPANY which is in force as on the Effective Date.

(d) The TRANSFEREE COMPANY shall have the right to transfer such employees to any unit, division, profit/ cost centre or department of the TRANSFEREE COMPANY situated anywhere in India or abroad if warranted and as may be necessary from time to time.

(e) In regard to the Provident Fund; Gratuity Fund, Superannuation fund or any other special fund created or existing for the benefit of such employees of the TRANSFEROR COMPANY, upon the Scheme becoming effective, TRANSFEREE COMPANY shall stand substituted for the TRANSFEROR COMPANY for all purposes whatsoever relating to the administration or operation of such schemes or funds. For this purpose such funds or schemes of the TRANSFEROR COMPANY may be continued, if the TRANSFEREE COMPANY considers so desirable or deemed fit for the smooth administration, management, operation and uniformity. The Trustees including Board of Directors of the TRANSFEREE COMPANY shall be entitled to adopt such course in this regard as may be advised provided however that there shall be no discontinuation or breakage in the service of the employee of the TRANSFEROR COMPANY.

9. CONTRACTS, DEEDS, ETC.

(a) Subject to the other provisions contained in this Scheme, all contracts, deeds, agreements, bonds and other instruments of whatsoever nature subsisting or having effect on the Effective Date to which either of the TRANSFEROR COMPANY is a party or to the benefit of which either of the TRANSFEROR COMPANY may be eligible, shall be in full force and effect against or in favor of the TRANSFEREE COMPANY as if the TRANSFEREE COMPANY had been a party thereto.

(b) The transfer under clause 5 of ‘Transfer of Assets and liabilities of the TRANSFEROR COMPANY and the continuance of the proceedings by or against the TRANSFEREE COMPANY under clause 6 hereof shall not affect any transaction or proceedings already concluded by either of the TRANSFEROR COMPANY on or after the Appointed Date to the end and intent that the TRANSFEREE COMPANY shall accept and adopt all such acts, deed and things as done and executed on behalf of itself. Furthermore, as from the Appointed Date, the TRANSFEROR COMPANY shall be deemed to have carried on and to be carrying on business on behalf of the TRANSFEREE COMPANY until such time as this Scheme becomes effective and shall account to and be entitled to be indemnified by the TRANSFEREE COMPANY.

10. PAYMENT OF TAX

(a) All taxes paid or payable by the TRANSFEROR COMPANY in respect of the operations and/or the profits before the Effective Date, shall be on account of the TRANSFEREE COMPANY and, in so far it relates to the tax payment (whether by way of deduction at source, advance tax or otherwise howsoever) by the TRANSFEROR COMPANY in respect of the profits made from and after the Appointed Date, the same shall be deemed to be the tax paid by the TRANSFEREE COMPANY, and shall, in all proceedings, be dealt with accordingly.

11. CONSIDERATION

(a) Since the TRANSFEROR COMPANY is a wholly owned subsidiary of the TRANSFEREE COMPANY, upon the Scheme being sanctioned by the Hon’ble High Court of Karnataka at Bangalore AND Hon’ble High Court of Bombay the transfers having been affected as provided hereinabove all the shares, held by the TRANSFEREE COMPANY in the TRANSFEROR COMPANY and its nominees shall be cancelled and extinguished. Accordingly there will be no issue and allotment of Equity shares of the TRANSFEREE COMPANY to the shareholders of the TRANSFEROR COMPANY upon this Scheme becoming effective.

12. ACCOUNTING TREATMENT IN THE BOOKS OF THE TRANSFEREE COMPANY

(a) Upon the Scheme becoming effective, except as otherwise provided herein, the accounting treatment in the books of accounts of the Wipro Limited (‘the transferee company’) shall be in accordance with the pooling of interest method under the applicable accounting standards specified under Section 211 (3C) of the Companies Act,1956.

(b) Upon the coming into effect of this Scheme, an amount representing the excess of the value of the assets over the liability of Wipro Yardley Consumer Care Private Limited (‘the transferor company’) after making such adjustments as the Board of Directors of the Transferee Company may decide shall be reflected as the Capital Reserve in the books of the transferee company.

(c) Amounts equal to the balances lying in the Capital Redemption Reserve Account, General Reserve Account, Preference Shares Redemption Reserves Account, Profit and Loss and/or any other account and/or any other reserves of the TRANSFEROR COMPANY shall be credited to the corresponding accounts of the TRANSFEREE COMPANY.

13. CONDITIONALITY OF THE SCHEME

This Scheme is and shall be conditional upon and subject to:

(a) The approval by the requisite majorities of the members of the TRANSFEREE COMPANY and the TRANSFEROR COMPANY as required under the Acts and any other approval required under an order of the High Court.

(b) The TRANSFEROR COMPANY shall obtain all the other approvals that may be required for this Scheme.

(c) The certified copy of the Order of the High Court of Karnataka at Bangalore, and High Court of Bombay upon sanctioning the Scheme being filed with the Registrar of Companies in Karnataka and Registrar of Companies in Mumbai.

14. APPLICATIONS TO THE COURT

(a) The TRANSFEROR COMPANY and TRANSFEREE COMPANY shall with all reasonable diligence make and pursue applications to the High Court of Karnataka AND High Court of Bombay for sanction and carrying out of the Scheme.

15. DISSOLUTION OF TRANSFEROR COMPANY

(a) Upon the Scheme becoming effective, the TRANSFEROR COMPANY shall be dissolved without winding up pursuant to the provisions Section’s 394 of the Companies Act, 1956.

16. MODIFICATIONS OR AMENDMENTS TO THE SCHEME

(a) The TRANSFEROR COMPANY and the TRANSFEREE COMPANY (by their respective Boards of Directors) may assent on behalf of all concerned to any modification(s) or amendments in this Scheme which the Courts and/or any other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise in implementing and/or carrying out of the Scheme and the TRANSFEROR COMPANY and the TRANSFEREE COMPANY (by their respective Boards of Directors) and after the dissolution of the TRANSFEROR COMPANY, the TRANSFEREE COMPANY (by its Board of Directors) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by reason of any orders of the Courts or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith.

(b) The TRANSFEROR COMPANY (by their respective Board of Directors) and the TRANSFEREE COMPANY (by its Board of Directors), either by themselves or through a committee appointed by them in this behalf, may give such directions as they may consider necessary to settle any question or difficulty arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith or to review the position relating to the satisfaction of various conditions to the scheme and if necessary, to waive any of those (to the extent permissible under law).

(c) In the event any of the conditions that may be imposed by the Courts and/or Authority, while sanctioning the Scheme, which the Board of Directors of the TRANSFEROR COMPANY and the TRANSFEREE COMPANY may find unacceptable for any reason, then the TRANSFEROR COMPANY and TRANSFEREE COMPANY are at liberty to withdraw from the Scheme.

17. EFFECT OF NON RECEIPT OF APPROVALS

(a) In the event any of the approvals or conditions enumerated in the Scheme not being obtained or complied, or for any other reason, the Scheme cannot be implemented, the respective Board of Directors of the TRANSFEREE COMPANY and the TRANSFEROR COMPANY shall mutually waive/ modify such conditions as they consider appropriate to give effect, as far as possible, to this Scheme and failing such mutual agreement, or in case the Scheme is not sanctioned by the Courts by December 31, 2012 or such other date as may be fixed by the Boards of Directors of the TRANSFEREE COMPANY and the TRANSFEROR COMPANY the Scheme shall be become null and void and each party shall bear and pay their respective costs, charges and expenses in connection with the Scheme.

(b) If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the TRANSFEROR COMPANY and the TRANSFEREE COMPANY, affect the validity or implementation of the other parts and/or provisions of this Scheme.

18. COSTS CHARGES AND EXPENSES

(a) All costs, charges, taxes including duties, levies and all other expenses, if any, (save as expressly otherwise agreed) of the TRANSFEROR COMPANY and, the TRANSFEREE COMPANY respectively in relation to or in connection with negotiations leading up to the Scheme and or carrying out and completing the terms and provisions of this Scheme and of and incidental to the completion of Amalgamation in pursuance of this Scheme shall be borne and paid by the TRANSFEREE COMPANY.

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY SCHEME PETITION NO. 587 OF 2010.

CONNECTED WITH

COMPANY SUMMONS FOR DIRECTION NO. 556 OF 2010.

In the matter of the Companies Act, 1 of 1956;

AND

In the matter of Sections 391 to 394 of the Companies Act, 1956

AND

In the matter of Scheme of Amalgamation of Wipro Yardley Consumer Care Private Limited with Wipro Limited and their respective shareholders and creditors.

WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED,

... Petitioner Company.

Authenticated copy of the Minutes of the Order dated 8^th April, 2010 alongwith Scheme

M/S. RAJESH SHAH & CO   Advocates for the Petitioner   16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai-400 001.

Co.P.9/2013

BETWEEN:

Azim Premji Custodial Services Private Limited,

Registered Office: 134,

Doddakannelli,

Sarjapur Road,

Bangalore-560 035. ....Petitioner

(By Sri. Saji.P.John, Advocate for M/s SPJ Legal, Associates, Advocates)

AND:

NIL ...Respondent

(By Sri.C.Ashwathappa, CGC for ROC)

This Company Petition is filed Under Section 391 to 394 R/w Section 78, 100 to 103 of the Companies Act, 1956 praying that for the reasons stated therein this Hon’ble Court may be pleased to:-

That the Scheme of Arrangement, Annexure A hereto, be sanctioned by this Hon’ble Court so as to be binding on the Petitioner Company, demerged Company and Trademark company and its respective shareholders and creditors; and etc.,

Co.P. 10/2013

BETWEEN:

Wipro Trademarks Holding Limited,

Registered Office: 134,

Doddakannelli,

Sarjapur Road,

Bangalore-560 035. ....Petitioner

(By Sri. Saji.P.John, Advocate for M/s SPJ Legal, Associates, Advocates)

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AND:

NIL ...Respondent

(By Sri. C. Ashwathappa, CGC for ROC)

This Company Petition is filed Under Section 391 to 394 R/w Section 78, 100 to 103 of the Companies Act, 1956 praying that for the reasons stated therein this Hon’ble Court may be pleased to:-

That the Scheme of Arrangement, Annexure A hereto, be sanctioned by this Hon’ble Court so as to be binding on the Petitioner Company, Its shareholders, creditors and also on the Demerged company and resulting company and its respective shareholders and creditors; and etc.,

These Company Petitions coming on for orders this day, the Court made the following:

O R D E R

These three petitions are filed seeking sanction of Scheme of Arrangement produced at Annexure-A between WIPRO Limited (hereinafter referred to as ‘Demerged company’), Azim Premji Custodial Services Private Limited [hereinafter referred to as ‘Resulting company’) and WIPRO Trademarks Holding Limited (hereinafter referred to as ‘Trade mark company’).

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2. Heard Sri Saji P John, learned Advocate for Petitioner-companies and Sri C Aswathappa, learned Standing Counsel appearing for ROC.

3. The Demerged company came to be incorporated on 29.12.1945 under the provisions of The Companies Act, 1913 under the name and style of ‘Western India Vegetable Products Limited’ in the State of Maharashtra and changed its name to ‘Wipro Products Limited’ with effect from 07.06.1977 and subsequently changed to its present name ‘Wipro Limited’ with effect from 28.04.1984. Demerged company was originally incorporated to carry on business of extracting oil either by crushing or by chemical or other processes. The certificate of incorporation along with Memorandum and Articles of Association of demerged company is produced at Annexure-B. It is presently engaged in the business of providing Information Technology (IT) and IT Enables Services (ITES) and is providing IT services, outsourced research and development, IT Infrastructure services, etc.,. It has also diversified its business to the consumer care products. Registered office of the demerged company is at the address shown in the cause

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title to the petition. The authorised, issued, subscribed and paid up share capital of the demerged company is reflected in paragraph 4 of the petition which is also evidenced from the balance sheet made as on 31.03.2012 produced at Annexure-C. The equity shares of demerged company are listed at Bombay Stock Exchange, National Stock Exchange and American Depository Receipts listed on New York Stock Exchange and they have given their No-objection letters as per Annexure-J.

4. The Resulting company was incorporated on 17.08.2010 as a Private Limited Company with the Registrar of Companies, Karnataka under the name and style of ‘Azim Premji Custodial Services Private Limited’ engaged in the business of extracting, manufacturing, processing, buying, selling, importing, exporting and dealing in fatty acids, edible and non edible oil of every description, manufacturing, processing, buying, selling, importing, exporting and dealing in soaps, shampoos, creams etc.,. and dealers of fluid power products of all types and kinds whether pneumatic or hydraulic which are worked, propelled and energized by fluids or gases and etc.,. Certificate of incorporation as well

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as Memorandum and Articles of Association of the Resulting Company is produced at Annexure-D. It is having its Registered Office at the address mentioned in the cause title of the Company Petition No.9/2013. It is also stated in the petition that petitioner-company is in the process of converting into public limited and name of the company will be changed to ‘WIPRO Enterprises Limited’ or such other name approved by ROC.

5. The Trade Mark company was incorporated as Public Limited Company on 30.10.1982 under the provisions of The Companies Act, 1956 under the name and style of ‘Wipro Investment Private Limited’ which was thereafter changed to ‘Wipro Investment Limited’ pursuant to its conversion into public company and thereafter it was changed to ‘Wipro Trademarks Holding Limited’. The certificate of incorporation, memorandum and articles of association of the Trademark company is produced at Annexure-F. Trademark Company was incorporated to carry on the business of acquiring and owning intellectual properties. Registered office of Trademark company is situated at the address shown in the cause title of the Co.P.No.10/2013.

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6. The Board of Directors of all the three companies have approved and adopted the Scheme of Arrangement at its respective Board Meetings held on 01.11.2012 by virtue of which Demerged undertaking, business operations and activities of diversified business as defined under the Scheme of Demerged company would be transferred and vested in the Resulting company by way of demerger, subject to approval by this Court. A perusal of the scheme which is produced at Annexure-A and Schedule III, Part A, Part B and Part D thereto would indicate that respective trade marks would be used by these companies as enumerated thereunder.

7. The Demerged company had filed an application in C.A.No. 1470/2012 for convening meeting of its shareholders, secured and unsecured creditors for approving the Scheme of Arrangement and this Court by order dated 26.11.2012 allowed the said application and directed convening of meeting of shareholders, secured and unsecured creditors which order is produced at Annexure-K to Co.P.No.8/2013.

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8. The Resulting company as well as Trademark company had also filed applications C.A.Nos.l471/20l2 and 1472/2012 respectively seeking for dispensation of meetings of shareholders and creditors and this Court by order dated 26.11.2012 allowed the applications (Annexure-J in Co.P.Nos.9 and 10/2013) and dispensed with the meetings of shareholders and creditors.

9. As ordered by this Court in C.A.No.1470/2012, Demerged company has convened the meeting of equity shareholders, secured creditors and unsecured creditors on 28.12.2012 and on 04.01.2013 respectively. The Chairman of the meeting has filed separate reports which would indicate that 393 persons attended equity shareholders meeting of which 380 votes were cast in favour of resolution and 8 votes were cast against resolution. Thus, resolution approving the Scheme of Arrangement was passed by

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requisite majority of equity shareholders as per the Chairman’s report produced at Annexure-L in Co.P.8/2013. The Demerged company had one secured creditor namely, Hewlett Packard Financial Services India Private Limited as on 30.09.2012 and it has submitted No-Objection letter for Scheme of Arrangement as per the Chairman’s report produced at Annexure-M in Co.P.8/2013. The meeting of unsecured creditors was attended by 15 creditors of which, 13 votes were valid and 2 votes were declared as invalid. Approving the Scheme of Arrangement was passed by 100% majority as per the Chairman’s report at Annexure-N to Co.P.8/2013. Said reports of the Chairman were filed before this Court on 10.01.2013 and were accepted by this Court by order dated 16.01.2013 in C.A.No.1470/2012.

10. This Court by order dated 17.01.2013 had directed notice on the Regional Director and permitted the applicants to take out paper publication in ‘Business Standard’ English Daily newspaper and ‘Kannada Prabha’ in Kannada Daily newspaper fixing the date of hearing as 21.02.2013. Accordingly, matters were listed before this Court on

9

21.02.2013 and this Court had taken on record memo filed in Co.P.No.8/20l3 whereunder list of members intending to appear, list of members who has submitted affidavits and list of members seeking copy of the petition had been enclosed and as noticed hereinabove said memo was permitted to be filed. Said memo with its annexures were filed and placed on record. Names of the persons found in the list were called out and none appeared and Official of Registrar of Companies who was present before Court sought for a week’s time to reply and accordingly time was granted and subsequently, Registrar of Companies has filed an affidavit in Co.P.Nos.8/2013, 9/2013 & 10/2013. An observation has been made by Registrar of Companies which is to the following effect:

*Resulting company is a private Limited company and in Part 1B of the Scheme provides that the Resulting company is in the process of converting into a Public Limited Company and the name of the Resulting company will be changed to ‘Wipro Enterprises Limited’ or such other name as may be approved by the Registrar of Companies for which the company is required to comply with applicable provision of Companies Act 1956 and to file necessary e-forms.

10

It is also notices that the resulting company is required to allot shares to the shareholders of the demerged company in terms of the scheme for which the resulting company has to increase its authorised capital in accordance with provisions of Sections 94-97 of the Companies Act, 1956.

The Resulting company may be directed to file necessary affidavit before the Hon’ble Court undertaking to comply with the above provisions of the Companies Act, 1956.”

11. Pursuant to the said affidavit filed by ROC, authorised signatory of the Resulting company has filed an affidavit dated 27.02.2013 whereunder it is stated as follows:

4. In so far as the averments set out in paragraph 2 of the Affidavit of the Registrar of Companies stating that “The Resulting Company is a Private Limited Company and in Part 1 B of the Scheme provides that the resulting company is in the process of converting into a Public Limited Company and the name of the resulting company will be changed to ‘Wipro Enterprises Limited’ or such other name as may be approved by the Registrar of Companies for which the company is required to comply with applicable provision of Companies Act 1956 and to file necessary e-forms”, it is submitted that the Petitioner Company has already passed resolutions at the Extraordinary General Meeting of the Company held on February 16, 2013 for converting the company into a Public Limited Company. The Extract of the Extraordinary General Meeting resolution is herewith furnished as Annexure-1 for the kind perusal of this Hon’ble Court. The company is in the process of filing relevant e-Form with the Registrar of Companies.

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5. In so far as the further observation stating that “It is also noticed that the resulting company is required to allot shares to the shareholders of the demerged company in terms of the scheme for which the resulting company has to increase its authorized capital in accordance with provisions of Sec.94-97 of the Companies Act, 1956”, it is submitted that the Resulting Company has already increased its authorized capital to Rs.50,00,000/- (Rupees Fifty Lakhs only) divided into 500,000 (Five Lakh) shares of Rs.10/- each by a resolution passed in the Extraordinary General Meeting held on January 30, 2013 and undertakes to further increase the authorized capital prior to the allotment of shares in terms of the Scheme subject to compliance with the procedures and payment of stamp duty and Registration fee, as applicable. The copy of the e-Form 5 filed with the Registrar of Companies is herewith furnished as Annexure-2.

6. The Petitioner Company undertakes to comply with the provisions and procedures of the Companies Act, 1956 for change of name, and further increase of the Authorized share capital of the Petitioner Company.

Said affidavit filed by the authorised signatory of Resulting company is placed on record.

12. Learned counsel appearing for petitioner had taken out notice through paper publication as ordered and said paper publication filed along with memo has also been placed on record by this Court on 21.02.2013.

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13. The Demerged company has also filed a memo dated 21.02.2013 enclosing the annexures received from its shareholders in respect of individual notices issued to equity shareholders and ADR holders notifying the date of hearing of the petition which was 21.02.2013 and it has been noticed by this Court that names of those persons which are found in the list enclosed to the memo were called out and none had appeared. Affidavit filed by the authorised signatory of the Resulting company would indicate that an undertaking has been given by the said authorised signatory to comply with observation made by ROC on behalf of RD.

14. A perusal of the proposed Scheme would indicate that it is beneficial to the petitioner-companies, respective members, creditors and shareholders. It is stated by Demerged company that it had commenced its business operations in non-IT space and subsequently commenced IT business which today commands a very significant portion in business operations. It is stated that Scheme intends to

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demerge its diversified business and this initiative is a step in the direction to make the demerged company a pure information technology company and which will enable the stake holders to benefit from unlocking the value of diversified business and allow different businesses to independently pursue their growth strategies while benefiting from sharing of Wipro Brand. Scheme would also indicate that it provides for transfer by way of a demerger of Demerged undertaking of Demerged company to the Resulting company, the consequent issue of securities by Resulting company to the shareholders of Demerged company on a proportionate basis, in consideration of the transfer and vesting of Demerged undertaking in the Resulting company, and at the option of members of the Demerged company, the exchange of Resulting company’s equity shares for additional Demerged company Equity Shares for additional Demerged company equity shares post this Demerger transferred by the promoter to the Special Trust in each case.

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15. Applicant-companies have complied with due procedure and in view of the affidavit filed by ROC giving consent subject to observations made therein which is also agreed to be complied by authorised signatory of Resulting company, I am of the considered view that Scheme of Arrangement proposed by three applicants requires to be approved and to be sanctioned as prayed for in these petitions.

Hence, following order is passed:

(1) Company petitions are hereby allowed.

(2) Scheme of Arrangement filed along with Co.P.No.8/20l3 at Annexure-A is hereby sanctioned which is binding on the petitioner-companies, their equity and all stake holders.

(3) It is made clear that Schedule-III to the Scheme as approved would be owned and used by these companies as enumerated in Part-A, Part-B, Part-C & Part-D respectively.

(4) Scheme of Arrangement (Demerger) as per Annexure-A would be effective from appointed date 01.04.2012.

(5) Certified copy of this order shall be filed by petitioners-companies before ROC within 30 days from the date of certified copy of this order.

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16

8310/04

S. P. John

(3 Seats)

IN THE HIGH COURT OF KARNATAKA AT BANGALORE

DATED THIS THE 28^TH DAY OF MARCH, 2014

BEFORE:

THE HONOURABLE MR. JUSTICE ANAND BYRAREDDY

COMPANY PETITION NO.291 OF 2013

CONNECTED WITH

COMPANY PETITION No.292 OF 2013

IN CO.P.No.291/2013

BETWEEN:

Wipro Energy IT Services India

Private Limited,

Registered office at Doddakannelli,

Sarjapur Road,

Bangalore-560 035.

... PETITIONER

(By Shri. Saji P John, Advocate)

AND:

Nil.

... RESPONDENT

(By Shri. K.S. Mahadevan, Advocate for Official Liquidator Smt. Prema Hatti, C.G.C., for Registrar of Companies)

*****

1

This Company Petition filed under Section 391 to 394 of the Companies Act, 1956, praying to the Scheme of Amalagamation Annexure-A hereto, be sanctioned by this Hon’ble Court so as to be binding on the petitioner company, its shareholder, creditors and also on the Transferor Company No.2 and the Transferee Company and its shareholders and creditors and etc;

IN CO.P.No.292/2013

BETWEEN:

Wipro Technology Services Limited,

Registered office at Doddakannelli,

Sarjapur Road,

Bangalore - 560 035. ... PETITIONER

(By Shri. Saji P John, Advocate)

AND:

Nil. ... RESPONDENT

(By Shri. K.S. Mahadevan, Advocate for Official Liquidator Smt. Prema Hatti, C.G.C., for Registrar of Companies)

*****

This Company Petition filed under Section 391 to 394 of the Companies Act, 1956, praying to the Scheme of Amalagamation Annexure-A hereto, be sanctioned by this Hon’ble Court so as To be binding on the petitioner company, its shareholder, creditors and also on the Transferor Company No. 1 and the Transferee Company and its shareholders and creditors and etc;

2

These Company Petitions coming on for Orders this day, the Court made the following: -

O R D E R

These petitions are heard and disposed of by this common order.

These petitions are filed seeking sanction of a scheme of amalgamation of Wipro Energy IT Services India Private Limited (hereinafter referred to as ‘The Transferor Company No.1’, for brevity) who is the petitioner in Co.P.291/2013 and Wipro Technology Services Limited (hereinafter referred to as ‘The Transferor Company No.2’, for brevity) who is the petitioner in Co.P.292/2013, with Wipro Limited (hereinafter referred to as ‘the Transferee Company’, for brevity).

2. The Transferor Company No.1 was incorporated on March 27, 1996 to carry on the business of dealing in Computer Software and Information Technology. Its registered office is situated at Sarjapur Road, Bangalore.

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3. The Transferor Company No.2 was incorporated in September 2004 and it is engaged in the business of Information Technology. Its registered office is also situated at Sarjapur Road, Bangalore.

4. The Transferee Company was incorporated in the year 1945 under the provisions of the Companies Act, 1913 in the name and style of “Western India Vegetable Products Limited” in the State of Maharashtra. It changed its name to “Wipro Products Limited” in the year 1977. The Transferee company subsequently changed its name to “Wipro Limited” with effect from the year 1984. It then shifted its registered office from the State of Maharashtra to the State of Karnataka in the year 1996. The Transferee Company is presently engaged in the business of providing Information Technology and information technology enabled services. The registered office of the Transferee Company is situated at Sarjapur Road, Bangalore.

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5. The Board of Directors of the Transferor companies, approved and adopted the scheme of amalgamation at its meeting held on 25.11.2013 and the Board of Directors of the Transferee Company have approved and adopted the scheme of amalgamation on 19.04.2013.

6. The Transferor Company No. 1 has filed Company Application 2378/2013 and so also, the Transferor Company No.2 has filed Company Application No.2379/2013 for dispensation of the meetings of the shareholders, secured and unsecured creditors of the Transferor Companies, for approving the scheme of amalgamation. This Court by separate orders dated 10.12.2013, allowed the applications and dispensed with the meetings.

7. Both the Transferor Companies are wholly owned subsidiaries of the Transferee Company. The shareholding and other rights of the members of the Transferee Company will remain unaffected as no new shares are being issued by the Transferee Company under the scheme and there will be no change in the capital structure of the Transferee Company under the Scheme of amalgamation. Hence, the Transferee Company has not filed separate petition for sanction of the scheme of amalgamation.

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8. The present petitions were filed on 13.12.2013 and this Court had issued notice to the Regional Director and the Official Liquidator. The petitioner was also directed to take out notice of the petition in daily newspapers. Notices were duly published and copies of the same are furnished. This Court, by its order dated 17.01.2013 had appointed Chartered Accountants to verify the books and accounts of the Transferor Companies. The Official Liquidator has in turn filed reports based on the report filed by the Chartered Accountants. The companies had served copies of the petitions on the Commissioner of Income Tax as directed by the Registrar of Companies.

The Registrar of Companies has also filed an affidavit indicating that there is no objection to the scheme of amalgamation being sanctioned.

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In view of the above, there is no impediment for the petitions being allowed. Hence, the petitions are allowed and the scheme of amalgamation is hereby sanctioned. The petitioner Companies are deemed to be dissolved without an order of winding. The Transferor Companies and the Transferee Company shall file a copy of this order with the Registrar of Companies within 30 days from the date of this order.

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EX-12.1

Exhibit 12.1

Wipro Limited

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Azim H. Premji, certify that:

1. I have reviewed this Annual Report on Form 20-F of Wipro Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalents functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 26, 2015

/s/ Azim H. Premji

Azim H. Premji

Chairman and Managing Director

(Principal Executive Officer)

EX-12.2

Exhibit 12.2

Wipro Limited

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jatin Pravinchandra Dalal, certify that:

1. I have reviewed this Annual Report on Form 20-F of Wipro Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalents functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: May 26, 2015

/s/ Jatin Pravinchandra Dalal

Jatin Pravinchandra Dalal

Chief Financial Officer

(Principal Financial Officer)

EX-13.1

Exhibit 13.1

Wipro Limited

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

I, Azim H. Premji, Chairman and Managing Director of Wipro Limited, hereinafter referred to as the Company, certify, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i) the Annual Report of the Company on Form 20-F for the fiscal year ended March 31, 2015, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) information contained in such Annual Report on Form 20-F fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Azim H. Premji

Azim H. Premji

Chairman and Managing Director

(Principal Executive Officer)

I, Jatin Pravinchandra Dalal, Chief Financial Officer of Wipro Limited, hereinafter referred to as the Company, certify, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i) the Annual Report of the Company on Form 20-F for the fiscal year ended March 31, 2015, as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) information contained in such Annual Report on Form 20-F fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Jatin Pravinchandra Dalal

Jatin Pravinchandra Dalal

Chief Financial Officer

(Principal Financial Officer)

Date: May 26, 2015

EX-15.1

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Wipro Limited:

We consent to the incorporation by reference in the registration statement (No. 333-111164) on Form S-8 of Wipro Limited of our reports dated May 23, 2015, with respect to the consolidated statements of financial position of Wipro Limited and subsidiaries as of March 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2015, and the effectiveness of internal control over financial reporting as of March 31, 2015, which reports appear in the March 31, 2015 annual report on Form 20-F of Wipro Limited.

KPMG

Bangalore, India

May 23, 2015