A PROJECT REPORT ON CORPORATE GOVERNENCE AT WIPRO LIMITED

SUBMITTED BY
Section - L

ACKNOWLEDGEMENT
I wish to express my profound thanks to Prof. C.Anand for his precise, extensive and practical teachings as well as guidance throughout this project.

I wish to thank him for the permission for carrying out the project as well as giving his valuable insights and information. Also, a vote of thanks to Wipro Limited for sharing such valuable information which is very motivating and persuasive to every student for understanding corporate governance.

Overview
Wipro Ltd (NYSE:WIT) is a global information technology, consulting and outsourcing company with 145,000 employees serving over 900 clients in 61 countries. The company posted revenues of $6.9 billion for the financial year ended Mar 31, 2013. Wipro helps customers to do business better leveraging our industry-wide experience, deep technology expertise, comprehensive portfolio of services and a vertically aligned business model. Our 55+ dedicated emerging technologies Centers of Excellence enable us to harness the latest technology for delivering business capability to our clients. Wipro is globally recognized for its innovative approach towards delivering business value and its commitment to sustainability. Wipro champions optimized utilization of natural resources, capital and talent. Today we are a trusted partner of choice for global businesses looking to differentiate at the front and standardize at the core through technology interventions. In todays world, organizations will have to rapidly reengineer themselves and be more responsive to changing customer needs. Wipro is well positioned to be a partner and coinnovator to businesses in their transformation journey, identify new growth opportunities and facilitate their foray into new sectors and markets. Milestones Wipro, one of the world's most trusted brands, is a name with a long history. Here's a snapshot of our journey to date:

Established in 1945 as Western India Vegetable Products Limited in Amalner, Maharashtra IPO for capital in February 1946 Ventured in to the fledgling IT industry in 1981 Established software products and exports subsidiary, Wipro Systems Ltd. in 1983

Pioneers in marketing indigenous Personal Computers in 1985 Established a Joint venture with GE in 1989 Entered IT services in the 1990s - we were among the pioneers in developing the ODC (Offshore Development Center) concept Software business assessed at SEI-CMM Level 5 in 1998 Listed on NYSE in 2000 (NYSE:WIT) The first company in the world to be assessed at PCMM Level 5 in 2001 Entered the BPO business in 2002 Entered the Eco-energy business in 2008

Wipro Services
1. Analytics and Information Management Our services include: Business Analytics - that empowers organizations with actionable insights across aspects concerning their customers, products and services. Business Intelligence and Performance Management - that enables businesses to improve operational efficiencies and drive transformation and change management initiatives. Information Management - that provides a competitive edge through improved management of information and lowers business risk.

2. Business Process Outsourcing

Pre-built Process Asset Based Solutions With a focus on process improvements and business outcomes we have developed over 25 productized solutions based on process assets through a dedicated solution development organization. Industry Focused & Platform Based Solutions - Leveraging Wipro assets in Cloud, Mobility, and Alliances we provide integrated IT and BPO SLAs and innovative pricing/commercial models for our key clients. Driving Predictable Business Outcomes - Leveraging technology, tools, and analytics we help customers transform operations onsite before shifting to vendor. Our industry specialists along with the Wipro consulting group enable this transformation. Investing in Industry Leading BPO Platform - Wipro Base))) is a flexible, adaptable, and customizable BPO platform. It supports 320 unique processes to deliver business outcomes, institutionalize knowledge, ensure transparency, controls, compliance, and drives down cost of operations. Delivering Insights & Measurable Business Impact through Business value meter We have delivered over $ 1.1 B of value. Our one stop shop tracks and reports the value delivered to customer through process re-engineering.

Standardized Processes across Expanding Global Locations We deliver 24X7 operations through one standardized global process and provide support in all major languages in 11 countries. 3. Consulting Services

Wipro Consulting provides services through eight practices: Business Transformation Process Excellence Enterprise Architecture Consulting Customer Relationship Management Supply Chain Management Human Capital Management Governance, Risk and Compliance Cyber Security Consulting Finance and Accounting 4. Product Engineering Solutions Wipro's solutions help to manufacture products quickly with technology expertise in software, electronics and mechanical engineering, industry specific knowledge, partnerships and efficient processes. Product compliance and certification labs ensure rigorous testing of the products designed for the most extreme conditions, thus minimizing post-deployment defects and reducing the total cost of ownership for products specifically engineered. 5. Managed Services IT leaders need a solution which can reliably manage organization's IT services, provide them regular updates, help cut IT 'run costs' and enable them to focus more on strategic IT change topics. ServiceNXT - Wipro's next-generation integrated managed services offering is designed to help IT leaders do exactly this achieve IT resiliency, be cost-efficient and drive business alignment. 6. Application Services Application Services at Wipro can be identified in six distinct categories: Enterprise Applications Business Collaboration and Customer Experience Enterprise Business Integration Enterprise Security Solutions Cyber Security Consulting Enterprise Architecture Testing Services 7. Cloud Services

At Wipro, they engage with customers to holistically examine their business needs. Cloud IPs, assets, solutions, and services are then tailored to meet these requirements, to deliver the key Cloud benefits of business agility, scalability, and flexibility, in a robust and secure environment 8. Eco Energy Wipro EcoEnergy, the clean-tech business division of Wipro Ltd., transforms analytical insights obtained from energy data into sustainable solutions. The companys vision is to provide intelligent, sustainable alternatives for energy generation, distribution and consumption. Over the last 3 years, Wipro EcoEnergy has built a rich base of customers across India, US and Europe in the Telecom, Banking, Retail, Manufacturing and Processing segments. 9. Infrastructure Management Services Wipro's infrastructure management services with its strong domain capabilities and specialized capabilities spanning Data Center, End User Computing, Networks, Managed Services, Cloud, Business Advisory and Global System Integration helps businesses across the globe to transform their vision to reality. 10. Mobility Over 5.3 billion people i.e 77% of the world's population are now on mobile. This rapid proliferation of mobile technology allows for faster, cost-effective, enhanced-capability devices along-with a growing eco-system which often overwhelms decision makers in taking the right steps to leverage this technology to drive their business results

Financial Performance
Profit and Loss Account Mar ' 13 Income Operating income Expenses Material consumed Manufacturing expenses Mar ' 12 Mar ' 11 Mar ' 10 Mar ' 09 (RsCrore)

33,226.50 31,682.90 26,300.50 22,922.00 21,507.30

2,683.20 230.4

4,729.80 233.4

3,774.00 200.5

4,029.40 2,213.20

3,442.60 1,841.80

Personnel expenses Selling expenses Adminstrative expenses Expenses capitalised Cost of sales Operating profit Other recurring income Adjusted PBDIT Financial expenses Depreciation Other write offs Adjusted PBT Tax charges Adjusted PAT Non recurring items Other non cash adjustments Reported net profit Earnigs before appropriation Equity dividend Preference dividend Dividend tax Retained earnings

15,904.20 13,311.50 10,937.40 9,062.80 7,475.20 7,365.20 5,627.70 378.1 1,737.00 -

9,249.80 308.4 1,906.00 -

26,293.00 25,639.90 20,539.60 17,420.50 16,748.60 6,933.50 1,325.30 8,258.80 352.4 701.3 7,205.10 1,554.90 5,650.20 6,043.00 1,227.40 7,270.40 605.7 746.1 5,918.60 1,233.50 4,685.10 5,760.90 680.7 6,441.60 136 600.1 5,705.50 861.8 4,843.70 5,501.50 434.2 5,935.70 108.4 579.6 5,247.70 790.8 4,456.90 441.1 4,758.70 468.2 5,226.90 196.8 533.6 4,496.50 574.1 3,922.40 -948.6 -

5,650.20

4,685.10

4,843.70 4,843.70

4,898.00 4,898.00

2,973.80 2,973.80

10,416.00 7,351.40

1,724.70 289.2 8,402.10

1,475.20 239.3 5,636.90

1,472.60 220.4 3,150.70

880.9 128.3 3,888.80

586 99.6 2,288.20

Balance Sheet Mar ' 13 SOURCES OF FUND Owner's fund Equity share 492.6 capital Share application money Preference share capital Mar ' 12 Mar ' 11 Mar ' 10

(Rs Crore) Mar ' 09

491.7 -

490.8 -

293.6 1.8 -

293 1.5 -

Reserves & surplus 23,736.90 23,860.80 20,829.40 17,396.80 12,220.50 Loan funds Secured loans Unsecured loans Total USES OF FUNDS Fixed assets Gross block Less : revaluation reserve Less : accumulated depreciation

50.4 3,995.60

1 5,242.20

9.6 4,701.20

5,530.20

5,013.90

28,275.50 29,595.70 26,031.00 23,222.40 17,528.90

8,312.50 4,403.10

8,761.60 4,111.80

7,740.60 3,503.60

6,761.30 3,105.00

5,743.30 2,563.70

Net block Capital work-inprogress Investments Net current assets Current assets, loans & advances Less : current liabilities & provisions

3,909.40 378.9

4,649.80 301.2

4,237.00 396.4

3,656.30 991.1

3,179.60 1,311.80 6,895.30

10,904.20 10,335.20 10,813.40 8,966.50

25,514.10 23,309.70 18,673.00 16,545.30 13,517.20

12,431.10 9,000.20

8,088.80

6,936.80

7,375.00

Total net current assets Miscellaneous expenses not written Total

13,083.00 14,309.50 10,584.20 9,608.50 -

6,142.20 -

28,275.50 29,595.70 26,031.00 23,222.40 17,528.90

Corporate Governance Rating

ICRAs Corporate Governance Rating (CGR) is meant to indicate the relative level to which an organisation accepts and follows the codes and guidelines of corporate governance practices. The corporate governance practices prevalent in a company reflect the distribution of rights and responsibilities among different participants in the organisation such as the Board, management, shareholders and other financial stakeholders, and the rules and procedures laid down and followed for making decisions on corporate affairs. The emphasis of ICRAs CGR is on a corporates business practices and quality of disclosure standards that address the requirements of the regulators and are fair and transparent for its financial stakeholders. The emphasis of ICRAs Stakeholder Value and Governance (SVG) Rating, on the other hand, is on value creation and value management for all stakeholders of a company, besides the companys corporate governance practices. An SVG Rating considers a companys actual performance and the accrual of the benefits of such performance among all its stakeholders, apart from the quality of the companys corporate governance practices. It is the combined assessment of stakeholder value creation and management and the quality of corporate governance practices that determines the SVG Rating. ICRAs CGR and SVG Ratings may help the Rated corporate entity in raising funds; listing on the stock exchange; dealing with third parties like creditors; providing comfort to regulators; improving image/credibility; improving valuation; and bettering corporate governance practices through benchmarking

Wipro Limited Ratings

Instruments Fund Based (Inter-changeable) Facilities Fund Based (Inter-changeable) Facilities External Commercial Borrowings Amount Rs. 2251.6 crore USD 674 million JPY 35.0 bollion Ratings (March 2013) [ICRA] AAA (Stable) / reaffirmed [ICRA] AAA (Stable) / reaffirmed [ICRA] AAA (Stable) / reaffirmed

Non-fund based facilities Fund Based (Inter-changeable) Facilities Fund Based (Inter-changeable) Facilities

Rs.3,255.2 crore Rs.2,251.6 crore USD 674.0 million

[ICRA] AAA (Stable) / reaffirmed [ICRA] A1 / reaffirmed [ICRA] A1 / reaffirmed

ICRA has re-affirmed the [ICRA]AAA (pronounced ICRA triple A) rating to the Rs.2,251.6 crore fund based (inter-changeable) facilities, the USD 674.0 million fund based (interchangeable) facilities, the JPY 35.0 billion ECBs and the Rs.3,255.2 crore non-fund based facilities of Wipro Limited (Wipro / the Company). The outlook on the long-term rating is stable. ICRA has also re-affirmed the short-term rating of [ICRA]A1+ (pronounced ICRA A one plus) to the Rs.2,251.6 crore fund based (inter-changeable) facilities and the USD 674.0 million fund based (inter-changeable) facilities of Wipro. Though a part of bank limits of the Company are denominated in foreign currency, ICRA rating for the same are on national rating scale, as distinct from international rating scale. The ratings take into account Wipros leading position among Indian players in the global IT services outsourcing segment, its established client base, diversified range of service offerings and proven ability in handling large projects. The Companys financial profile continues to remain strong characterized by sustained revenue growth, healthy recurring cash flows and net cash position. With volume ramp up expected under recent large-order wins, the Companys revenue growth is expected to gain momentum in the near to medium term. Further, ICRA favourably considers the recent proposal for demerger of non-IT businesses of Wipro Limited which is expected to allow enhanced focus on the relatively high margin IT division. The ratings continue to draw comfort from the Companys strong team and the positive long term outlook for the IT Services and BPO industry. Increasing competitive pressures (from companies in India as well as other low-cost countries), wage inflation, and foreign currency fluctuations are likely to continue to exert pressure on the profitability of Indian players. However, Wipros large scale of operations, diversified customer base across geographies and improving revenue mix are expected to support the Companys operational metrics. Key markets of US and Europe continuing to witness tightened economic environment may result in slower decision making and pricing pressures from customers. Nevertheless, the Companys credit metrics are expected to continue to remain strong supported by healthy accruals and large cash and liquid investment balances.