UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

February, 2010

Commission File Number 001-16139

 

WIPRO LIMITED

Not Applicable
(Translation of Registrant’s name into English)

Karnataka, India
(Jurisdiction of incorporation or organization)

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

Form 20-F þ       Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Yes o       No þ

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

Yes o       No þ

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

Currency of Presentation and Certain Defined Terms

In this Quarterly Report 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 “$” or “US$” or “dollars” or “U.S. dollars” are to the legal currency of the United States, references to “£” or “Pound Sterling” are to the legal currency of the United Kingdom and references to “Rs.” or “Rupees” or “Indian rupees” are to the legal currency of India. All amounts are in Rs. or in U.S. dollars unless stated otherwise. Our financial statements are presented in Indian rupees and translated into U.S. dollars and are prepared in accordance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by International Accounting Standard Board (“IASB”). References to “Indian GAAP” are to Indian Generally Accepted Accounting Principles. References to “U.S. GAAP” are to United States 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 Quarterly Report on Form 6K are the property of the respective owners.

Except as otherwise stated in this Quarterly Report, all translations from Indian rupees to U.S. dollars are based on the certified foreign exchange rates published by Federal Reserve Board of New York on December 31, 2009, which was Rs. 46.40 per $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 Quarterly Report.

Forward-Looking Statements May Prove Inaccurate

In addition to historical information, this Quarterly Report on Form 6-K 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 Company’s future results and financial condition, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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 expectations as to future revenue, margins, expenses and capital requirements;
•		our expectations regarding the outcome of on-going legal proceedings and disputes with Indian tax authorities and the impact of such proceedings and disputes on our liquidity, results of operations, financial condition and cash flows;
•		our exposure to market risks, including the effect of foreign currency exchange rates and interest rates on our financial results;
•		the future impact of our acquisitions;
•		projections that our cash and cash equivalents along with cash generated from operations will be sufficient to meet certain of our obligations; and
•		the effect of future tax laws on our business.

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, as noted above, 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 factors discussed in 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 Quarterly Report and in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (“SEC”) from time to time.

Table of Contents
Part I — Financial Information		5
Item 1. Financial Statements		5
Unaudited Condensed Consolidated Interim Statements of Financial Position		5
Unaudited Condensed Consolidated Interim Statements of Income		6
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income		7
Unaudited Condensed Consolidated Interim Statements of Changes in Equity		8
Unaudited Condensed Consolidated Interim Statements of Cash Flows		9
Notes to the Unaudited Condensed Consolidated Interim Financial Statements		10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		69
Item 3. Quantitative and Qualitative Disclosure about Market Risk		85
Item 4. Controls and Procedures		85
Part II — Other Information		85
Item 1. Legal Proceedings		85
Item 1A. Risk Factors		85
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		85
Item 3. Defaults Upon Senior Securities		86
Item 4. Submission of Matters to a Vote of Security Holders		86
Item 5: Other Information		86
Item 6: Exhibits		87
Exhibit 19.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32

Part I — Financial Information

Item 1. Financial Statements

WIPRO LIMITED AND SUBSIDIARIES
Unaudited Condensed Consolidated Interim Statements of Financial Position
(Rupees in millions, except share and per share data, unless otherwise stated)

		As at March 31,								As at December 31,
		Notes				2009				2009				2009
														Convenience
														Translation into US
														$ in millions
ASSETS
Goodwill			5				56,143				55,799				1,203
Intangible assets			5				3,493				4,152				89
Property, plant and equipment			4				49,794				53,074				1,144
Investment in equity accounted investees			16				1,670				1,991				43
Deferred tax assets			18				4,369				2,237				48
Other non-current assets			11				8,083				8,402				181
Total non-current assets							123,552				125,655				2,708
Inventories			9				7,587				7,880				170
Trade receivables			8				48,652				50,035				1,078
Other current assets			11				14,941				19,791				427
Unbilled revenues							14,108				16,385				353
Available for sale investments			7				16,543				39,855				859
Current tax assets							9,827				11,767				254
Cash and cash equivalents			10				49,117				42,563				917
Total current assets							160,775				188,276				4,058
TOTAL ASSETS							284,327				313,931				6,766
EQUITY
Share capital							2,930				2,935				63
Share premium							27,280				28,810				621
Retained earnings							126,646				153,664				3,312
Share based payment reserve							3,745				3,178				68
Other components of equity							(12,915	)			(6,623	)			(143	)
Shares held by controlled trust							(542	)			(542	)			(12	)
Equity attributable to the equity holders of the Company							147,144				181,422				3,910
Minority interest							237				393				8
Total equity							147,381				181,815				3,918
LIABILITIES
Loans and borrowings			12				19,681				19,079				411
Employee benefit obligations			22				3,111				2,907				63
Derivative liabilities			15				8,767				4,089				88
Deferred tax liabilities			18				474				400				9
Other non-current liabilities and provisions			14				1,258				757				16
Total non-current liabilities							33,291				27,232				587
Loans and borrowings and bank overdrafts			12				37,211				35,849				773
Trade payables and accrued expenses			13				41,650				44,497				959
Unearned revenues							8,453				8,423				182
Current tax liabilities							6,492				7,666				165
Derivative liabilities			15				3,255				958				21
Other current liabilities and provisions			14				6,594				7,491				161
Total current liabilities							103,655				104,884				2,260
TOTAL LIABILITIES							136,946				132,116				2,847
TOTAL EQUITY AND LIABILITIES							284,327				313,931				6,766

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

WIPRO LIMITED AND SUBSIDIARIES
Unaudited Condensed Consolidated Interim Statements of Income
(Rupees in millions, except share and per share data, unless otherwise stated)

		Three months ended December 31,																Nine months ended December 31,
		Notes				2008				2009				2009				2008				2009				2009
														Convenience												Convenience
														Translation into US												Translation into US
														$ in millions												$ in millions
Revenues							65,898				69,380				1,495				191,616				202,185				4,357
Cost of revenues							(46,409	)			(47,766	)			(1,029	)			(134,850	)			(138,534	)			(2,986	)
Gross profit							19,489				21,614				466				56,766				63,651				1,372
Selling and marketing expenses							(4,364	)			(4,817	)			(104	)			(12,996	)			(13,547	)			(292	)
General and administrative expenses							(4,191	)			(3,655	)			(79	)			(10,933	)			(11,183	)			(241	)
Foreign exchange gains/(losses), net							186				394				8				(792	)			(772	)			(17	)
Results from operating activities							11,120				13,536				292				32,045				38,149				822
Finance and other income/(expense), net			19				452				721				16				1,001				1,757				38
Share of profits of equity accounted investees			16				114				128				3				327				354				8
Profit before tax							11,686				14,385				310				33,373				40,260				868
Income tax expense			18				(1,571	)			(2,322	)			(50	)			(4,574	)			(6,279	)			(135	)
Profit for the period							10,115				12,063				260				28,799				33,981				732
Attributable to:
Equity holders of the Company							10,099				12,032				259				28,749				33,842				729
Minority interest							16				31				1				50				139				3
Profit for the period							10,115				12,063				260				28,799				33,981				732
Earnings per equity share:			20
Basic							6.94				8.25				0.18				19.78				23.23				0.50
Diluted							6.91				8.19				0.18				19.66				23.04				0.50
Weighted average number of equity shares used in computing earnings per equity share
Basic							1,454,578,545				1,457,758,937				1,457,758,937				1,453,654,904				1,456,931,312				1,456,931,312
Diluted							1,461,046,302				1,469,303,689				1,469,303,689				1,462,331,122				1,469,028,352				1,469,028,352

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

WIPRO LIMITED AND SUBSIDIARIES
Unaudited Condensed Consolidated Interim Statements of Comprehensive Income

(Rupees in millions, except share and per share data, unless otherwise stated)

						Three months ended December 31,												Nine months ended December 31,
		Notes				2008				2009				2009				2008				2009				2009
														Convenience												Convenience
														Translation												Translation
														into US $ in												into US $ in
														millions												millions
Profit for the period							10,115				12,063				260				28,799				33,981				732
Other comprehensive income, net of taxes:
Foreign currency translation differences			17				(703	)			(654	)			(14	)			1,867				(117	)			(3	)
Effective portion of changes in fair value of cash flow hedges			15				(1,691	)			2,924				63				(12,896	)			6,450				139
Net changes in fair value of available for sale investments			7				(2	)			(7	)			—				(114	)			(71	)			(2	)
Total other comprehensive income, net of taxes							(2,396	)			2,263				49				(11,143	)			6,262				135
Total comprehensive income for the period							7,719				14,326				309				17,656				40,243				867
Attributable to:
Equity holders of the Company							7,695				14,306				309				17,580				40,134				865
Minority interest							24				20				—				76				109				2
							7,719				14,326				309				17,656				40,243				867

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

     

WIPRO LIMITED AND SUBSIDIARIES
Unaudited Condensed Consolidated Interim Statements of Changes in Equity
(Rupees in millions, except share and per share date, unless otherwise stated)

		Attributable to equity holders of the Company
																						Other components of equity
																																						Equity
																		Share				Foreign												Share held				attributable
																		based				currency				Cash flow								by				to the equity
						Share				Share				Retained				payment				translation				hedging				Other				controlled				holders of the				Minority
		No. of shares				capital				premium				earnings				reserve				reserve				reserve				reserve				Trust				Company				interest				Total equity
As at April 1, 2008			1,461,453,320				2,923				25,373				94,728				3,149				(10	)			(1,097	)			404				—				125,469				116				125,585
Cash dividend paid (including dividend tax thereon)															(6,842	)																							(6,842	)							(6,842	)
Issue of equity shares on exercise of options			2,271,518				4				1,198								(1,102	)																			100								100
Profit for the period															28,749																								28,749				50				28,799
Other comprehensive income																							1,840				(12,896	)			(114	)							(11,170	)			27				(11,144	)
Compensation cost related to employee share based payment																			1,483																				1,483								1,483
As at December 31, 2008			1,463,724,838				2,927				26,571				116,635				3,530				1,830				(13,993	)			290				—				137,790				193				137,983
As at April 1, 2009			1,464,980,746				2,930				27,280				126,646				3,745				1,533				(14,533	)			85				(542	)			147,144				237				147,381
Cash dividend paid (including dividend tax thereon)															(6,823	)																							(6,823	)							(6,823	)
Issue of equity shares on exercise of options			2,591,336				5				1,530								(1,528	)																			7				—				7
Profit for the period															33,842																								33,842				139				33,981
Other comprehensive income																							(87	)			6,450				(71	)							6,292				(30	)			6,262
Infusion of capital, net																																							—				47				47
Compensation cost related to employee share based payment																			961																				961				—				961
As at December 31, 2009			1,467,572,082				2,935				28,810				153,664				3,178				1,446				(8,083	)			14				(542	)			181,422				393				181,815
Convenience translation into US $ in millions							63				621				3,312				68				31				(174	)			—				(12	)			3,910				8				3,918

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

WIPRO LIMITED AND SUBSIDIARIES
Unaudited Condensed Consolidated Interim Statements of Cash Flows
(Rupees in millions, except share and per share date, unless otherwise stated)

		Nine months ended December 31,
		2008				2009				2009
										Convenience
										Translation into US
										$ in millions
Cash flows from operating activities:
Profit for the period attributable to equity holders of the Company			28,749				33,842				729
Adjustments to reconcile profit for the period to net cash generated from operating activities:
Gain on sale of property, plant and equipment			(19	)			(27	)			(1	)
Depreciation and amortization			4,998				5,944				128
Unrealized exchange (gain) / loss			2,170				(920	)			(20	)
Impact of cash flow hedging activities			(7,529	)			4,397				95
Gain on sale of investments			(668	)			(306	)			(7	)
Share based compensation			1,483				961				21
Income tax expense			4,574				6,279				135
Share of profits of equity accounted investees			(327	)			(354	)			(8	)
Minority interest			50				139				3
Dividend and interest (income)/expenses, net			(1,477	)			(1,789	)			(39	)
Changes in operating assets and liabilities:
Trade and other receivable			(8,776	)			(1,918	)			(41	)
)Unbilled revenues			(5,602	)			(2,631	)			(57	)
Inventories			(1,110	)			(142	)			(3	)
Other assets			(3,451	)			(575	)			(12	)
Trade payables and accrued expenses			10,920				3,220				69
Unearned revenues			2,346				(30	)			(1	)
Other liabilities			3,485				402				9
Cash generated from operating activities before taxes			29,816				46,492				1,002
Income taxes (paid) / refund, net			(3,441	)			(6,520	)			(141	)
Net cash generated from operating activities			26,375				39,972				861
Cash flows from investing activities:
Expenditure on property, plant and equipment and intangible assets			(12,248	)			(9,900	)			(213	)
Proceeds from sale of property, plant and equipment			183				208				4
Purchase of available for sale investments			(268,762	)			(255,471	)			(5,506	)
Proceeds from sale of available for sale investments			263,876				232,392				5,008
Investment in inter-corporate deposits			(250	)			(9,000	)			(194	)
Refund of inter-corporate deposits			250				4,750				102
Payment for business acquisitions, net of cash acquired			(1,192	)			(2,555	)			(55	)
Interest received			1,290				1,743				38
Dividend received			1,939				1,096				24
Net cash used in investing activities			(14,914	)			(36,737	)			(792	)
Cash flows from financing activities:
Proceeds from issuance of equity shares			76				9				—
Proceeds from issuance of equity shares by a subsidiary			—				64				1
Repayment of loans and borrowings			(51,908	)			(45,315	)			(977	)
Proceeds from loans and borrowings			47,425				43,103				929
Payment of cash dividend (including dividend tax thereon)			(6,828	)			(6,823	)			(147	)
Interest paid on loans and borrowings			(1,816	)			(896	)			(19	)
Net cash used in financing activities			(13,051	)			(9,858	)			(212	)
Net decrease in cash and cash equivalents during the period			(1,590	)			(6,623	)			(143	)
Effect of exchange rate changes on cash and cash equivalents			485				(619	)			(13	)
Cash and cash equivalents at the beginning of the period			38,912				48,232				1,039
Cash and cash equivalents at the end of the period (Note 10)			37,807				40,990				883

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

WIPRO LIMITED AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
(Rupees 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 and equity accounted investees (collectively, “the Company” or the “Group”) is a leading India based provider of IT Services, including Business Process Outsourcing (“BPO”) services, globally. Further, Wipro has other businesses such as IT Products, Consumer Care and Lighting and Infrastructure engineering.
		Wipro is 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 Depositary Shares representing equity shares are also listed on the New York Stock Exchange. These condensed consolidated interim financial statements were authorized for issue by Audit Committee on February 08, 2010.
2.		Basis of preparation of financial statements

	(i)		Statement of compliance:
			The condensed consolidated interim 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”).
	(ii)		Basis of preparation
			These condensed consolidated interim financial statements are covered by IFRS 1, “First Time Adoption of IFRS”, as they are part of the period covered by the Company’s first IFRS financial statements for the year ending March 31, 2010 and are prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting”.
			The condensed consolidated interim financial statements corresponds 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, where applicable.
			Until the adoption of IFRS, the financial statements included in the Company’s Annual Report on Form 20-F and Quarterly Reports on Form 6-K were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). However, the transition to IFRS has been carried out from the accounting principles generally accepted in India (Indian GAAP), which is considered as “Previous GAAP”, for purposes of IFRS 1. An explanation of the effect of the transition from Previous GAAP to IFRS on the Company’s equity and profit is provided in Note 3 (xviii). In addition, a reconciliation of the Company’s equity and profit between Previous GAAP and U.S. GAAP is provided in Note 25.
			The preparation of these condensed consolidated interim financial statements resulted in changes to the Company’s accounting policies as compared to most recent annual financial statements prepared under Previous GAAP. Accounting policies have been applied consistently to all periods presented in the condensed consolidated interim financial statements including the preparation of the IFRS opening statement of financial position as at April 1, 2008 for the purpose of the transition to IFRS and as required by IFRS 1. These accounting policies have been applied consistently by all entities within the Group.
	(iii)		Basis of measurement
			The condensed consolidated interim financial statements have been prepared on a historical cost convention and on an accrual basis, except for certain financial instruments that have been measured at fair value as required by relevant IFRS.
	(iv)		Convenience translation
			The accompanying condensed consolidated interim financial statements have been prepared and reported in Indian rupees, the national currency of India. Solely for the convenience of the readers, the condensed consolidated financial statements as of and for the three and nine months ended December 31, 2009, have been translated into United States dollars at the certified foreign exchange rate of $1 = Rs. 46.40, as published by Federal Reserve Board of New York on December 31, 2009. 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.

	(v)		Use of estimates and judgment
			The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount 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 period 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 amount recognized in the condensed consolidated financial statements is included in the following notes:

	a)		Revenue recognition: The Company uses the input (cost expended) method to measure progress towards completion. 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 evident. To date, the Company has not incurred a material loss on any fixed-price and fixed-timeframe contract.
	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 determined based on higher of value-in-use and fair value less cost to sell. The calculation involves use of significant estimates and assumptions which includes revenue growth rates and operating 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 U.S. 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. Though, the Company considers all these issues in estimating income taxes, there could be an unfavorable resolution of such issues.
	d)		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 demands, market conditions and specific inventory management initiatives. If market conditions and actual demands are less favorable than the Company’s estimates, additional inventory write-downs 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.

3.

Significant accounting policies:

	(i)		Basis of consolidation:
			Subsidiaries
			The condensed consolidated interim financial statements incorporate the financial statements of the Parent Company and entities controlled by the Parent Company (its subsidiaries). Control is achieved where a company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account.
			All intra-company balances, transactions, income and expenses including unrealized income or 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. Generally, a Company has a significant influence if it holds between 20 and 50 percent of equity of another company. Investments in such entities are accounted for using the equity method (equity accounted investees) and are initially recognized at cost.
	(ii)		Functional and presentation currency:
			Items included in the condensed consolidated interim financial statements of each of the Company’s subsidiaries and equity accounted investees are measured using the currency of the primary economic environment in which those entities operate (the “functional currency”). These condensed consolidated interim financial statements are presented in Indian Rupee, the national currency of India, which is the functional currency of Wipro Limited and its domestic subsidiaries and equity accounted investees.
	(iii)		Foreign currency transactions and translation:

	a)		Transactions and balances
			Transactions in foreign currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the exchange rates prevailing at 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 under operating income. Gains/losses relating to translation or settlement of debt denominated in foreign currency are reported in finance and other income / (expense), net.
	b)		Foreign operations
			For the purpose of presenting condensed consolidated interim financial statements, the assets and liabilities of the Company’s foreign operations that have local functional currency are translated into Indian Rupee 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, a component of equity in foreign currency translation reserve (FCTR). When a foreign operation is disposed of, 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 and effective as a hedge of a net investment in a foreign operation is recognized in other comprehensive income, a component of equity in the FCTR. When the hedged part of a net investment is disposed of, 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 other comprehensive income, a component of equity in the 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 payable, eligible current liabilities 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 all of the risks and rewards of ownership have been transferred.
			Subsequent to initial recognition, non derivative financial instruments are measured as described below:
			A. Cash and cash equivalents
			The Company’s cash and cash equivalent consist of cash on hand and in banks and demand deposits with bank.

			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.
			B. Available-for-sale financial assets
			The Company has classified investments in liquid mutual funds and equity securities, other than equity accounted investees and certain debt securities as available-for-sale financial assets. These investments are measured at fair value and changes therein are recognized in other comprehensive income, a component of equity in other reserve. 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 in other comprehensive income is transferred to statement of income.
			C. Others
			Other non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.

	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 a bank.
			Derivatives are recognized and measured at fair value.
			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, a component of equity in the cash flow hedging reserve 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. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in cash flow hedging reserve is transferred to the statement of income upon the occurrence of the related forecasted transaction.
			B. Hedges of net investment in foreign operations
			The Company designates derivative financial instruments as hedges of net investment in foreign operations. The Company has 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 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, a component of equity in the FCTR to the extent that the hedge is effective.
			C. Others
			Changes in fair value of derivatives not designated as cash flow hedges or hedges of net investment in foreign operations and ineffective portion of cash flow hedges are recognized in the statement of income and reported within foreign exchange gains/(losses), net under operating income.
			Changes in fair value and gain/(losses) on settlement of derivatives relating to borrowings, which have been not designated as hedges are recorded in finance and other income/(expense), net.

(v)

Equity and share capital

	a)		Share capital and share premium
			The Company has only one class of equity shares. The authorized share capital of the Company is 1,650,000,000 equity shares, par value Rs. 2 per share. 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 are classified as Treasury Shares. The Company has 8,930,563 treasury shares as of March 31, 2009 and December 31, 2009. Treasury shares are recorded at acquisition cost. During the year ended March 31, 2009, the Company completed the merger of a few of its subsidiaries with itself. Pursuant to the terms of merger approved by the courts in India, the Company issued 968,803 fully paid equity             shares amounting to Rs. 542 to a controlled trust.
	c)		Retained earnings
			Retained earnings contain the Company’s prior years’ undistributed profit after taxes. A portion of these earnings amounting to Rs. 1,144 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 payments provided to 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), a component of equity in the cash flow hedging reserve.
	f)		Foreign currency translation reserve
			The exchange difference arising from the translation of financial statements of foreign subsidiaries and 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 (net of taxes) is recognized in other comprehensive income (net of taxes), a component of equity in the FCTR.
	g)		Other reserve
			Changes in the fair value of available for sale financial assets is recognized in other comprehensive income (net of taxes), a component of equity (net of taxes) in other reserve.
	h)		Dividend
			Final dividend including tax thereon on the common stock is recorded as a liability on the date of approval by the shareholders. Interim dividend including tax thereon are 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 or production 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 or the related lease term. The estimated useful lives of assets are as follows:

Category		Useful life
Buildings		30 to 60 years
Plant and machinery		2 to 21 years
Computer equipment and software		2 to 6 years
Furniture, fixtures and equipment		3 to 10 years
Vehicles		4 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.
			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:
			Business combinations consummated subsequent to the Transition date are accounted for using the purchase 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, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Contingent consideration is recorded when it is probable that such consideration would be paid and can be measured reliably.

	a)		Goodwill
			The excess of the cost of 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 cost of acquisition is less than the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities, the difference is recognized immediately in the statement of income.
	b)		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 any 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 are not amortized, but instead tested for impairment at least annually and written down to the fair value as required.
			The estimated useful lives of the amortizable intangibles assets are as follows:

Category		Useful life
Customer-related intangibles		2 to 6 years
Marketing related intangibles		20 to 30 years

(viii)

Leases

	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 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 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 recognises unearned income as financing revenue over the lease term using 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 (v) (d) for further information regarding the determination of impairment.
			B. Available for sale financial asset
			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 loss that has been recognized in other comprehensive income, a component of equity in other reserve 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.
	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. At each reporting date the Company determines whether there are any indicators of impairment. If any such indication exists, the Company estimates the recoverable amount of the asset. 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.
	c)		Goodwill
			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.

(xi)

Employee Benefit

	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 expenditures for defined contribution plans are recognized as expenses 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 using the projected unit credit method.
			The company has the following employee benefit plans:
			A. Provident fund
			Employees receive benefits from a provident fund. 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.
			B. Superannuation
			Superannuation plan 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, 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 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 the statement of income.
	b)		Termination benefits

			Termination benefits are recognized as an expense when the Company is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date, or to provide termination benefit as a result of an offer made to encourage voluntary redundancy.
	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 unutilised accumulating compensated absences and utilise 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.
			Non-accumulating compensated absences are recognized in the period in which the absences occur.

	(xii)		Share based payment transaction:
			Employees of the Company receive remuneration in the form of equity instruments, for rendering services over a defined vesting period. Equity instruments granted is 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 recorded by 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.
	(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.
	(xiv)		Revenue:
			The Company derives revenue primarily from software development and related services, BPO services, sale of IT and other products.

	a)		Services:
			The Company recognizes revenue when the significant terms of the arrangement are enforceable, services are being 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 are rendered is recognized as ‘Advance from customers’.
			C. Maintenance contract
			Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method.
	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.
	d)		Others
			The Company accounts for volume discounts and pricing incentives to customers by reducing the amount of discount from 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.

	(xv)		Finance and other income/(expense), net:
			Finance income comprises interest income on deposits, dividend income, and gains on the 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.
			Finance expense comprise interest expense on borrowings, impairment losses recognized on financial assets and changes in fair value and gain / losses on settlement of derivatives relating to borrowings.
			Borrowing costs are recognized in the statement of income using the effective interest method.
	(xvi)		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 items directly recognized in equity, in which case it is recognized in equity.

	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 asset are recognized to the extent that 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 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.
			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.

	(xvii)		Earnings per share
			Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury share method for options and warrants, except where the results would be anti-dilutive.
	(xviii)		Transition to IFRS
			As stated in Note 2 (ii), the Company’s consolidated financial statements for the year ending March 31, 2010 will be the first annual consolidated financial statements prepared in compliance with IFRS. All interim financial statements during the year ending March 31, 2010 will also be prepared in compliance with IFRS.
			The adoption of IFRS was carried out in accordance with IFRS 1, using April 1, 2008 as the transition date (the “Transition Date”). IFRS 1 requires that all IFRS standards and interpretations that are effective for the first IFRS Consolidated Financial Statements for the year ended March 31, 2010, be applied consistently and retrospectively for all fiscal years presented.
			Until the adoption of IFRS, the financial statements included in the Annual Reports on Form 20-F and Quarterly Reports on Form 6-K were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). However, for the purposes of the transition, such transition was carried out from Indian GAAP, which has been considered as the Previous GAAP as per IFRS 1.
			All applicable IFRS have been applied consistently and retrospectively wherever required. The resulting difference between the carrying amounts of the assets and liabilities in the consolidated financial statements under both IFRS and Previous GAAP as of the Transition Date are recognized directly in equity at the Transition Date.
			In preparing these consolidated financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with IFRS 1 as explained below:

	a)		Exemptions from retrospective application:
			A. Business combination exemption
			The Company has applied the exemption as provided in IFRS 1 on non-application of IFRS 3, “Business Combinations” to business combinations consummated prior to the date of Transition. Pursuant to this, exemption, goodwill arising from business combination has been stated at the carrying amount under Previous GAAP. Further, intangible assets net of related taxes, which were subsumed in goodwill under Previous GAAP, were not recognized in the opening statement of financial position as at April 1, 2008 since these did not qualify for recognition in the separate statement of financial position of the acquired entities. The Company has adjusted goodwill relating to past business combinations, for contingent consideration, if it is probable that such consideration would be paid and can be measured reliably as of the Transition Date.

			B. Share-based payment exemption
			The Company has elected to apply the share based payment exemption available under IFRS 1 on application of IFRS 2,“Share Based Payment”, to only grants made after November 7, 2002, which remained unvested as of the Transition date.
			C. Borrowing costs
			The Company had the policy of capitalizing borrowing costs under its Previous GAAP for all qualifying assets. Accordingly, the Company has capitalized borrowing cost in respect of qualifying costs prior to the Transition date. However, there is a difference in the bases of capitalizing such costs between IFRS and Previous GAAP, which has been recorded as a reconciling item as a part of the transition.

	b)		Exceptions from full retrospective application
			A. Hedge accounting exception
			The Company had followed hedge accounting under Previous GAAP which is aligned to IFRS. Accordingly, this exception of not reflecting in its opening IFRS statement of financial position a hedging relationship of a type that does not qualify for hedge accounting under IAS 39, is not applicable to the Company.
			B. Estimates exception
			Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under IFRS, except where estimates were required by IFRS and not required by Previous GAAP.

Reconciliations

The following reconciliations provide a quantification of the effect of the transition to IFRS from Previous GAAP in accordance with IFRS 1:

	—		equity as at April 1, 2008;
	—		equity as at December 31, 2008;
	—		equity as at March 31, 2009;
	—		profit for the three months ended December 31, 2008;
	—		profit for the nine months ended December 31, 2008;
	—		profit for the year ended March 31, 2009; and
	—		explanation of material adjustments to cash flow statements.

In the reconciliations mentioned above, certain immaterial reclassifications have been made to Previous GAAP financial information to align with the IFRS presentation.

Reconciliation of Equity as at April 1, 2008

		Amount as per				Effect of								Relevant
		Previous				Transition				Amount as				Notes for
Particulars		GAAP				to IFRS				per IFRS				adjustments
Goodwill		Rs.	42,209			Rs.	426			Rs.	42,635				8
Property, plant and equipment and intangible assets			41,583				(239	)			41,344				1,2
Available for sale investments			14,679				568				15,247				3
Investment in equity accounted investees			1,343				—				1,343
Inventories			6,664				—				6,664
Trade receivables			40,453				(100	)			40,353				4
Unbilled revenues			8,514				—				8,514
Cash and cash equivalents			39,270				—				39,270
Net tax assets (including deferred taxes)			3,632				854				4,486				5
Other assets			13,980				1,399				15,379				2(a),4,9,10,13
TOTAL ASSETS		Rs.	212,327			Rs.	2,908			Rs.	215,235
Share capital and share premium (net of shares issued to controlled trust)		Rs.	28,296			Rs.	—			Rs.	28,296
Share application money pending allotment			40				(40	)			—				12
Retained earnings			87,908				6,820				94,728
Cash flow hedging reserve			(1,097	)			—				(1,097	)
Other reserves			1,807				1,851				3,658				3,7,11
Total equity (A)			116,954				8,631				125,585
Minority interest			116				(116	)			—				11
Loans and borrowings			44,850				—				44,850
Trade payables, accrued expenses and liabilities			28,675				—				28,675
Unearned revenues			4,269				—				4,269
Employee benefit obligations			2,737				—				2,737
Other liabilities and provisions			14,726				(5,607	)			9,119				6,8,10,12
Total liabilities (B)			95,373				(5,723	)			89,650
TOTAL LIABILITIES AND EQUITY (A)+(B)		Rs.	212,327			Rs.	2,908			Rs.	215,235