CHAIRMAN’S MESSAGE

Spirit of Wipro is the essence of Wipro. Through its three Values - Intensity toWin, Act with Sensitivity, and Unyielding Integrity - the Spirit of Wipro will guideYou through challenging situations and dilemmas, by serving as a beacon thatguides action. The Spirit is the touchstone of our ethics and behavior. As aWiproite, you have joined a culture where you are a custodian of this Spirit ofWipro.

One of the Values we cherish is “Unyielding Integrity”. At a basic level, Integrity isabout action and behavior that is compliant with the law of the land. But Integritymeans more than that. It is about delivering on the commitments that we make,for our word must become our deed. We have always believed that there can beno compromise on Integrity. As Wiproites, we must always establish the foremoststandards of honesty and fairness, without compromise, ever.But Integrity has an even higher meaning: And that is a commitment to searchingfor and acting on the truth. I know this is not easy, but this has to be theendeavor. This is the path to “Unyielding Integrity”.

I believe that you have the maturity and integrity to make the right call whenfaced with an ethical dilemma. This document seeks to serve two purposes. One,to guide you through the seemingly tough choices you may be faced with in thedaily execution of your role. And two, to help create confidence in the minds ofour customers, investors, suppliers and the society at large with respect to ourdependability and sincerity.

Live the Spirit of Wipro

Azim Premji

Introduction to Wipro

Wipro Technologies Limited (BSE: 507685, NYSE: WIT) is a giant information technology services corporation headquartered in Bangalore, India. According to the 2008–09 revenue, Wipro is one of the largest IT services company in India and employs more than 112,925 people worldwide as of June 2010.[4] It has interests varying from information technology, consumer care, lighting, engineering and healthcare businesses. Azim Premji is the Chairman of the board.

History

Wipro (an acronym of "Western India Products Limited") started as a vegetable oil trading company in 1947 from an old mill at Amalner, Maharashtra, India founded by Azim Premji's father.

When his father died in 1966, Azim, a graduate in Electrical Engineering from Stanford University, took on the leadership of the company at the age 21. He repositioned it and transformed Wipro (Western India Palm Refined Oil Ltd) into a consumer goods company that produced hydrogenated cooking oils/fat company, laundry soap, wax and tin containers and later set up Wipro Fluid Power to manufacture hydraulic and pneumatic cylinders in 1975. At that time, it was valued at $2 million [citation needed].

In 1977, when IBM was asked to leave India, Wipro entered the information technology sector.

In 1979, Wipro began developing its own computers, and in 1981 started selling the finished product. This was the first in a string of products that would make Wipro one of India's first computer makers. Wipro Technologies hired managers who held their employees to strict performance standards.

In 1980 Wipro moved into software development and started developing customized software packages for their hardware customers. This expanded their IT business and subsequently developed the first Indian 8086 chip. Since 1992 Wipro has begun to grow its roots offshore in United States and by 2000 Wipro Ltd ADRs were listed on the New York Stock Exchange site. The company's revenue grew by 450% from 2002 to 2007.

Wipro started a highly appreciated initiative called WASE - Wipro Academy of Software Excellence in 1996 .Under this program, some of the brightest science graduates are selected and enrolled in an MS (Software Engineering) program in collaboration with BITS, Pilani.

Timeline

Wipro Floating learning Centre, Electronic City 2, Bangalore, India.

1945 - Incorporation as Western India Products Limited

1947 - Establishment of an oil mill at Amalner, Maharashtra, India

1960 - Manufacture of laundry soap 787 at Amalner

1970 - Manufacture of Bakery Shortening Vanaspati at Amalner

1975 - Diversification into engineering and manufacture of hydraulic cylinders as WINTROL (now called Wipro Fluid Power) division in Bangalore.

1977 - Name of the Company changed to Wipro Products Limited

1980 - Diversification into Information Technology.

This is the time the top IT Managers Sridhar Mitta, Dr. Laxman Rao, Venkatesh, Sadasivam quit in one stoke from the IT division of giant public sector ECIL,Hyderabad to join Wipro.

1988 - Crossed the $10 million mark in annualized revenues.

1990 - Incorporation of Wipro-GE medical systems

1992 - Going global with global IT services division

1993 - Busny to achieve the "TL9000 certification" for industry specific quality standards.

Wipro acquires American Management Systems’ global energy practice.

Becomes world's first PCMM Level 5 Company.

Premji established Azim Premji Foundation, a not-for-profit organization for elementary education.

Wipro becomes only Indian company featured in Business Week’s 100 best-performing technology companies.

1995 - Established Wipro Academy of Software Excellence

2002

Wipro acquires Spectramind.

Ranked the 7th software services company in the world by Business Week (InfoTech 100, November 2002).

2003

Wipro acquires Nervewire.

Wipro Technologies Wins Prestigious IEEE Award for Software Process Excellence

Wipro Technologies awarded prestigious ITSMA award for services marketing excellence

Wipro wins the 2003 Asian Most Admired Knowledge Enterprise Award.

2004

Crossed the $1 Billion

IDC rates Wipro as the leader among worldwide offshore service providers.

2005 - Wipro acquires empower to enter payments space and also acquires European System on Chip (SoC) design firm NewLogic.

2006 - Wipro acquires Enabler to enter Niche Retail market

2007 - Wipro acquires US's Infocrossing for 600mn

2009 - Wipro acquires Gallagher Financial Systems to enter mortgage loan origination space.

Wipro stops Semiconductor IP Solutions and closes NewLogic Sophia-Antipolis R&D, France

- Wipro Launches ESS - Electronic Security Solutions with Products in CCTV System, Access Control System and Building Management Systems.

Major Divisions

Cyber Towers the software landmark of Hyderabad. Located at Madhapur surrounded by many software majors like Wipro, IBM and Accenture, the building is a huge tourist attraction.

IT Services: Wipro provides complete range of IT Services to the organization. The range of services extends from Enterprise Application Services (CRM, ERP, e-Procurement and SCM) to e-Business solutions. Wipro's enterprise solutions serve a host of industries such as Energy and Utilities, Finance, Telecom, and Media and Entertainment.

Product Engineering Solutions: Wipro is the largest independent provider of R&D services in the world. Using "Extended Engineering" model for leveraging R&D investment and accessing new knowledge and experience across the globe, people and technical infrastructure, Wipro enables firms to introduce new products rapidly.

Technology Infrastructure Service: Wipro's Technology Infrastructure Services (TIS) is the largest Indian IT infrastructure service provider in terms of revenue, people and customers with more than 200 customers in US, Europe, Japan and over 650 customers in India.

Business Process Outsourcing: Wipro provides business process outsourcing services in areas Finance & Accounting, Procurement, HR Services, Loyalty Services and Knowledge Services. In 2002, Wipro acquiring Spectramind and became one of the largest BPO service players.

Consulting Services: Wipro offers services in Business Consulting, Process Consulting, Quality Consulting, and Technology Consulting.

About Azim Premji

Hashim Premji (born 24 July 1945) is an Indian business tycoon and the chairman of Wipro Limited, a group company that holds Wipro Technologies, one of India's largest software development companies. According to Forbes, he is currently the second richest Indian with a personal wealth of US$17 billion in 2010. In 2000, he was voted among the 20 most powerful men in the world by Asiaweek. He was also among the 50 richest people in the world from 2001 to 2003 according to Forbes. In April 2004, he was rated among the 100 most influential people in the world by Time magazine. His assets include 74% of Wipro. Wipro Limited, which dealt in hydrogenated cooking fats along with consumer products, grew from a company of US $2.5 million to a giant of $1.4 billion under Premji's leadership. Wipro Technologies, one of its group companies, is one of India's largest software companies and is ranked among the top 100 technology companies globally. Premji is also often known as the Indian Bill Gates.

Personal life

Premji was born in Bombay (now Mumbai), India, to a Gujarati Khoja Shia Ismaili Muslim family. His father M. H. Premji owned the Western India Vegetable Product Company (which later became Wipro Ltd.) which made hydrogenated vegetable oils and fats. His grandfather was the rice king of Burma. His father had declined an invitation from Muhammed Ali Jinnah to go to Pakistan.[10] While he completed his initial education at St. Mary's School, Mumbai, Premji was forced to leave his studies in electrical engineering from Stanford University, California, USA at the age of 21 to take over the family business when his father, M.H. Premji, suddenly died in 1966. He has since after a gap of over thirty years completed his degree in Electrical Engineering.

When Azim Premji occupied the hot seat, Wipro dealt in hydrogenated cooking fats and later diversified to bakery fats, ethnic ingredient based toiletries, hair care soaps, baby toiletries, lighting products, and hydraulic cylinders. Thereafter Premji made a focused shift from soaps to software.[12] The Amalner-based vanaspathi manufacturing company, the Western India Vegetable Product later became Wipro Products Ltd, Wipro Technologies and Wipro Corporation. Under Premji’s leadership Wipro embarked on an ambitious phase of expansion and diversification. The Company began manufacturing light bulbs with General Electric and other consumer products including soaps, baby care products, shampoos, powder etc. In 1975, Wipro Fluid Power business unit manufacturing hydraulic cylinders and truck tippers was started. But Premji’s ambitions did not stop there. In the 1980s Wipro entered the IT field, taking advantage of the expulsion of IBM from the Indian market in 1975. Thus, Wipro became involved in manufacturing computer hardware, software development and related items, under a special license from Sentinel. As a result, the $1.5 million company in hydrogenated cooking fats grew within a few years to a $662 million diversified, integrated corporation in services, medical systems, technology products and consumer items with offices worldwide. The company’s IT division became the worlds first to win SEI CMM level 5 and PCMM Level 5 (People Capability Maturity Model) certification, the latest in quality standards. A large percentage of the company’s revenues are generated by the IT division. Wipro works with leading global companies, such as Alcatel, Nokia, Cisco and Nortel and has a joint venture in Medical Systems with General Electric Company.

Premji is married to Yasmeen; the couples have two children, Rishad and Tariq. Rishad is married to Aditi and is currently the Chief Strategy Officer of IT Business, Wipro Technologies.

Premji is known for his modesty and frugality in spite of his wealth. He drives a Toyota Corolla and flies economy class, prefers to stay in company guest houses rather than luxury hotels and even served food on paper plates at a lunch honouring his son's wedding.

Honours and awards

Premji has been recognized by Business Week as one of the Greatest Entrepreneurs for being responsible for Wipro emerging as one of the world’s fastest growing companies.

In 2000, he was conferred an honorary doctorate by the Manipal Academy of Higher Education.

As on March 9, 2010, he was one of the wealthiest people in India, with a net worth of $17 billion.

He was awarded a Doctor of Letters (D.Litt.), an honorary degree, from the Aligarh Muslim University on the 18th of June, 2008 on the occasion of 58th Convocation Ceremony of the University.

In 2009, he was awarded an honorary doctorate from Wesleyan University in Middletown, Connecticut for his outstanding philanthropic work.

A Global Corporation…

– $5 billion revenues (FY 2008-09)– Consistent growth 5 year CAGR of 22% by revenue - creating value for all its stakeholders– Global footprint Presence in 35+ countries; Serving customers in 50+ countries 100,000+ employees worldwide from 50+ nationalities (20,000 outside India) Investors from 24+ countries; Listed on NYSE & NSE Headquartered in Bangalore– Leadership position in all its businesses

WIPRO COMPANY PROFILE

Wipro Technologies is the No.1 provider of integrated business, technology and process solutions on a global delivery platform.

Wipro Technologies is a global services provider delivering technology-driven business solutions that meet the strategic objectives of our clients. Wipro has 40+ ‘Centers of Excellence’ that create solutions around specific needs of industries. Wipro delivers unmatched business value to customers through a combination of process excellence, quality frameworks and service delivery innovation. Wipro is the World's first CMMi Level 5 certified software services company and the first outside USA to receive the IEEE Software Process Award.

Wipro’s complete range of IT Services addresses the needs of both technology and business requirements to help organizations leverage leading-edge technologies for business improvement.

Wipro takes charge of the IT needs of the entire enterprise. The gamut of services extends from Enterprise Application Services (CRM, ERP, e-Procurement and SCM), to e-Business solutions.

Wipro’s enterprise solutions have served and continue to serve clients from a range of industries including Energy and Utilities, Finance, Telecom, and Media and Entertainment.

Wipro’s TIS is the largest Indian IT infrastructure service provider

Wipro’s Technology Infrastructure Services (TIS) is the largest Indian IT infrastructure service provider in terms of revenue, people and customers with more than 200 customers in US, Europe, Japan and over 650 customers in India. It is powered by the expert skills of over 6,500 technical specialists and state-of-the-art BS 15000 certified infrastructure for operations support.

A phased approach towards process standardization, process optimization and process re-engineering.

Wipro BPO provides a broad range of services from customer relationship management, back office transaction processing to industry-specific solutions. The key element of services delivery is an integrated approach towards providing increasing value over the entire course of our client relationships. This involves a phased approach towards process standardization, process optimization and process re-engineering

True value from technology requires an in-depth understanding of business strategy.

Today’s businesses need partners who can talk about strategy and technology in the same conversation. At Wipro, we believe true value from technology requires an in-depth understanding of business strategy. Our cross-industry consulting services help you craft a vision for your organization and then provide a specific, practical business and technology framework that will make that vision a reality. Our consulting competencies spread across business, process, quality and technology consulting.

We've developed a model called "Extended Engineering” that leverages synergies across the value chain

As product manufacturers and platform vendors across the world strive to make better products with shorter development cycles and reduced total cost of ownership, we at Wipro Technologies partner with them to provide comprehensive solutions in product lifecycle management and product realization. At Wipro, we've developed a model called "Extended enginering" that allows you to leverage synergies across the value chain and progress swiftly from concept to market. We are now the world's largest contract R&D house for telecom, auto and electronics

Good Corporate Governance

Apart from the Statutory & Regulatory Practices, the focus is on the Voluntary Practices to achieve the highest levels of transparency & propriety

1. Independent Board of Directors since inceptionbefore requirements became mandatory.

2. Published Consolidated Accounts (1983 84),since the first instance of an Indian Co.

3. Promoter shareholders have held <30%Of Board Membership Seats.

4. ESOP for Senior Management (1985).

5. Set up Audit Committee &Compensation & Benefits Committee(1986)

6. Reporting on Segmental Business Results(1993).

7. Continuous Stock Ownershipprogram

AWARDS WON BY WIPRO

Best Corporate Governance Award – Institute of Company Secretaries of India (ICSI)

Alexander Hamilton Award for Treasury Management

National Award for Excellence in Corporate Governance.

Present status

Wipro honored with “Partners in Progress” Award by Sears HoldingsIT major recognized for highest level of commitment, quality and innovationBangalore, India, September 14, 2010Wipro Technologies the global Consulting, System Integration and Outsourcing business of Wipro Limited (NYSE:WIT), announced that it has been recognized as a 2009 'Partners in Progress' by Sears Holdings Corporation.

Wipro was acknowledged for the high level of commitment, quality and innovation that it has been able to demonstrate while working with Sears Holdings. Wipro’s Base)))™, a technology platform that integrates outsourced services with the customer’s internal business processes has helped Sears realize better process visibility, improve efficiencies and optimize cost of operations.

The prestigious Partners in Progress award is presented annually to a select group of supplier companies that provide Sears Holdings with quality products and services, from apparel, appliances and tools to marketing, facilities design and technology. Less than one percent of Sears Holdings’ over 30,000 suppliers earn the coveted award each year.

“For 29 years, the Partner in Progress program has recognized our top-performing supplier partners for their commitment to supporting our company’s vision of improving the lives of our customers by providing quality services, products and solutions that earn their trust and build lifetime relationships,” said Bruce Johnson, interim CEO and president. “This program is a testament to the importance of collaborating with our supplier partners to better serve our customers and increase productivity.”

“We appreciate the trust and confidence Sears Holdings has placed in Wipro and are proud to be chosen for this coveted award,” said Suresh Vaswani, Jt. CEO – IT business & member of the board, Wipro Limited, “Our innovation led approach has helped us deliver exceptional business results in such transformational programs. This award is a true testimony to our “customer first” approach to building partnerships”

The program recognizes suppliers for product or service quality, innovation, diversity and overall market performance. The winners were selected from nominations submitted by Sears Holdings’ associates who purchased goods and services from suppliers for the company in 2009.

Wipro and Oracle to co-develop an integration solution to help Consumer Goods companies launch new products fasterBangalore, September 10, 2010Wipro Technologies, the global IT services division of Wipro Limited (NYSE:WIT), today announced that it has entered into a co-development initiative with Oracle to jointly develop a product lifecycle management solution for the Consumer Packaged Goods industry.

The new process integration pack (PIP) solution is being developed using Oracle® Application Integration Architecture (AIA), and intends to integrate Oracle’s Agile Product Life Cycle Management (PLM) for Process with Oracle Process Manufacturing and Oracle Product Hub. The integration will provide a streamlined and orchestrated product lifecycle management process for the Consumer Packaged Goods (CPG) industry and help customers achieve a faster time to market with better visibility on compliance issues. Wipro’s contribution will include CPG domain expertise as well as development skills and accelerators to co-develop the solution with Oracle. This solution intends offer a business process-based integration that is easy to deploy, configure, operate, maintain and upgrade, thereby offering an optimal ‘total cost of ownership’ structure for customers.

“Working with Wipro to co-develop integrations with Agile PLM should equip our Consumer Goods customers with new efficiencies across the Product Value Chain, ,” said Bernard Goor, Vice President, Consumer Goods, Oracle. “Wipro’s brings a deep understanding of the CPG industry and skills around Oracle Applications and Oracle AIA and we look forward to creating a solution that can help increase efficiencies in quality control, vendor selection and labeling compliance norms.”

“Wipro is excited to work with Oracle to develop this PIP to provide an Integrated Product Record from supplier to finished product. This will help remove the traditional gaps and silos that cause risks and delay during most product introductions. It will also help ensure that the entire business process is supported with the accurate and timely information which is critical to maintain traceability and achieve compliance, ” said Somjit Amrit, Vice President, Consumer Packaged Goods Industry Vertical Wipro Technologies. “We understand the complexities that CPG companies face today as regulations and customers demand more of them. This solution will help enable CPG companies to be more innovative and launch new products faster and with significantly lower risk.” Wipro is a Platinum Partner in the Oracle Partner Network.

Corporate social responsibility

Introduction

Corporate social responsibility (CSR), also known as corporate responsibility, corporate citizenship, responsible business, sustainable responsible business (SRB), or corporate social performance,[1] is a form of corporate self-regulation integrated into a business model. Ideally, CSR policy would function as a built-in, self-regulating mechanism whereby business would monitor and ensure its support to law, ethical standards, and international norms. Consequently, business would embrace responsibility for the impact of its activities on the environment, consumers, employees, communities, stakeholders and all other members of the public sphere. Furthermore, CSR-focused businesses would proactively promote the public interest by encouraging community growth and development, and voluntarily eliminating practices that harm the public sphere, regardless of legality. Essentially, CSR is the deliberate inclusion of public interest into corporate decision-making, and the honoring of a triple bottom line: people, planet, profit.

What is CSR?

"CSR is the integration by companies of social and environmental concerns in their business operations and in their interaction with their stakeholders on a voluntary basis." The concept of social responsibility means going beyond the fulfillment of legal requirements by investing more in human capital, the environment, and relations with stakeholders. It is a voluntary instrument, but must be implemented reliably so that it fosters trust and confidence among stakeholders. People - Planet - Profit. With increasing globalization, greater environmental and social awareness and more efficient communication, the concept of companies' responsibilities beyond the purely legal or profit-related has gained new impetus. Businesses need to be seen acting responsibly towards people, planet and profit.

Why is CSR important?

“People are going to want, and be able, to find out about the citizenship of a brand, whether it is doing the right things socially, economically and environmentally.” –

Mike Clasper President of Business Development, Proctor and Gamble (Europe).

Customers and clients are influenced by a company's reputation in social and environmental areas. The employment market is competitive and good recruits want to work for and stay with companies that care.

Social performance increasingly influences investors' decisions, as the ethical investment market grows evermore quickly.

CSR enables the strategic management of internal and external risks in social as well as environmental areas.

Existing socially responsible actions become more visible and are better communicated.

Social and environmental responsibility has been demonstrated to reduce operating costs.

Definitions

"Corporate Social Responsibility is the continuing commitment by business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large"

The same report gave some evidence of the different perceptions of what this should mean from a number of different societies across the world. Definitions as different as "CSR is about capacity building for sustainable livelihoods. It respects cultural differences and finds the business opportunities in building the skills of employees, the community and the government" from Ghana, through to "CSR is about business giving back to society" from the Philippines.

Traditionally in the United States, CSR has been defined much more in terms of a philanphropic model. Companies make profits, unhindered except by fulfilling their duty to pay taxes. Then they donate a certain share of the profits to charitable causes. It is seen as tainting the act for the company to receive any benefit from the giving.

The European model is much more focused on operating the core business in a socially responsible way, complemented by investment in communities for solid business case reasons. Personally, I believe this model is more sustainable because:

Social responsibility becomes an integral part of the wealth creation process - which if managed properly should enhance the competitiveness of business and maximize the value of wealth creation to society.

When times get hard, there is the incentive to practice CSR more and better - if it is a philanphropic exercise which is peripheral to the main business, it will always be the first thing to go when push comes to shove.

But as with any process based on the collective activities of communities of human beings (as companies are) there is no "one size fits all". In different countries, there will be different priorities, and values that will shape how business act. And even the observations above are changing over time. The US has growing numbers of people looking towards core business issues.

For instance, the CSR definition used by Business for Social Responsibility is: "Operating a business in a manner that meets or exceeds the ethical, legal, commercial and public expectations that society has of business .���

On the other hand, the European Commission hedges its bets with two definitions wrapped into one: "A concept whereby companies decide voluntarily to contribute to a better society and a cleaner environment. A concept whereby companies integrate social and environmental concerns in their business operations and in their interaction with their stakeholders on a voluntary basis".

When you review each of these, they broadly agree that the definition now focuses on the impact of how you manage your core business. Some go further than others in prescribing how far companies go beyond managing their own impact into the terrain of acting specifically outside of that focus to make a contribution to the achievement of broader societal goals. It is a key difference, when many business leaders feel that their companies are ill equipped to pursue broaders societal goals, and activists argue that companies have no democratic legitimacy to take such roles. That particular debate will continue.

CSR activities

Wipro Cares is an initiative by the Wiproites, their family members and friends to contribute in the areas of education, community and social development. Wipro Cares philosophy is to utilize the collective wisdom of volunteers to bring long term benefits and satisfaction to the community, as we believe that providing funds alone will not help the community. This is a unique corporate experiment to channelise the contributions of the Wiproites matched by Wipro, and the desires of Wiproites to make meaningful contributions to society, on a continuous basis.

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

Learning enhancement

Wipro Cares has initiated Learning Enhancement Programmes at schools catering to the children from the under privileged section of the society. The main objectives of this programme is to improve the standards of learning, build confidence, ignite curiosity, broaden their awareness levels, improve their communication skills in English , build a healthy self-esteem and help them break through self imposed limits to achieve his/her greatest potential. In line with its focus, these programmes have been successfully implemented in Olcott Memorial School in Besantnagar, Chennai and Government Secondary School in Viveknagar, Bangalore.

The Olcott Memorial School in Besantnagar, Chennai

It is a 110 years old Tamil medium school run by the theological Society. Wipro Cares volunteers work with the students of classes 4 and 5 (total strength -120 children), for about two hours on the 1st and 3rd Saturdays of every month. The Government Secondary School in Viveknagar, Bangalore in run in three different languages-Tamil, Telegu and Kannada.Volunteers who are comfortable in communicating in one of these languages take up the responsibility of each class where they devote 2 hours every Saturday. The volunteers work with children from class 2 onwards. As we go along, we plan to roll this programme in several more schools and in other cities.

Wipro Cares volunteers devote 2 hours every Saturday with the ultimate desire to make learning fun for these children. Once the volunteer builds a good rapport with a group of three-four children, he or she would work on the holistic development of these children - to instill confidence among them, to build communication skills, encourage their creativity and thinking ability.

Makkala Jagriti

Wipro Cares Learning Centre. A Learning Center focused on providing enriching, exciting, safe and secure environment to children from under privileged sections of the society was inaugurated by Makkala Jagriti, and Wipro Cares in Bangalore. Makkala Jagriti is an NGO, whose focus is to work with underprivileged children in the area of education. The Learning Centre will also provide opportunities for contributing to the community to Wipro employees, their friends and families. They can get involved by interacting, involving, teaching & learning in mutually enriching way to reach quality-learning environment to the economically disadvantaged children in an integrated manner through the Learning Centre..

Summer Camp for Children

The idea of interacting with the children of the school using creative and innovative ways such as arts, crafts and other fun activities appealed to the Wipro Cares volunteers. It had two fold objectives: First, to stay in touch with the children that they were involved with during the summer break. Second, to make the summer holidays enjoyable for these children, who would otherwise have to spend time playing with mud and sand outside their homes, when their parents go to work. The activities also brought forth the hidden talents of these children (and the volunteers!) be it story telling with hand puppets, painting or clay modeling.

A group of volunteers took on the additional responsibility of organizing the camp, with the support of the administration. They planned out different activities every Saturday. The summer camps also helped these children develop their skills, confidence and motivation to succeed not just in classrooms but in life.

Providing Basic Infrastructure at the School

For a child to come regularly to the school and stay interested in school activities, it is necessary hat the school is equipped with proper infrastructure. Moreover, research has shown that lack of toilets facilities for girls is the main reason for the high drop out rates among students. In the Government School in Veveknagar, Bangalore-India, Wipro Cares has constructed toilet blocks to cater to e student population. Along with that, we have provided a gate, which will ensure that the kids will not run out of the school to the roads, which may be dangerous. Small but thoughtful contributions from Wipro Cares.

Disaster

Wipro Cares has adopted Pushpavanam village in tsunami-ravaged belt of Tamil Nadu with a desire to rehabilitate survivors and rebuild the village. Our partner in this effort is BITsunami, a trust formed by the alumni of BITS, Pilani.

Pushpavanam, about an hour's drive from Nagapattinam, has around 1200 house holds with a population of about 6000. It lost 19 people to the tsunami which washed away 200 houses; 500 families lost their livelihood and another 250 families were affected indirectly; 35 boats supporting around 200 families, an important means of livelihood were lost or damaged and almost all cultivable land (about 100 acres) was left barren, leaving both cultivators and the agricultural labourers without a means of livelihood.

Good work done by Wipro earlier in Orissa and Gujarat

The damage caused by these calamities was huge; thousands of lives were lost, lakhs rendered homeless, land owners suffered incalculable losses. The calamity affected people had to begin from scratch.

Wipro Cares' contribution in both these states, which were hit by two calamities of hither-to-unseen dimensions, (Cyclone in Orissa in 1999 and earthquake in Gujarat in 2001) is unique.After mobilizing funds from Wiproites which was matched by Wipro, Wipro Cares set up a team to evaluate the damage during both these calamities. Our rehabilitation work was done after detailed discussions with the survivors and analyzing their needs.

Corporate governance

Introduction

Corporate governance is the set of processes, customs, policies, laws, and institutions affecting the way a corporation (or company) is directed, administered or controlled. Corporate governance also includes the relationships among the many stakeholders involved and the goals for which the corporation is governed. The principal stakeholders are the shareholders, the board of directors, employees, customers, creditors, suppliers, and the community at large.

Corporate governance is a multi-faceted subject.[1] An important theme of corporate governance is to ensure the accountability of certain individuals in an organization through mechanisms that try to reduce or eliminate the principal-agent problem. A related but separate thread of discussions focuses on the impact of a corporate governance system in economic efficiency, with a strong emphasis on shareholders' welfare. There are yet other aspects to the corporate governance subject, such as the stakeholder view and the corporate governance models around the world

There has been renewed interest in the corporate governance practices of modern corporations since 2001, particularly due to the high-profile collapses of a number of large U.S. firms such as Enron Corporation and MCI Inc. (formerly WorldCom). In 2002, the U.S. federal government passed the Sarbanes-Oxley Act, intending to restore public confidence in corporate governance.

Corporate governance is nothing more than how a corporation is administered or controlled. Corporate governance takes into consideration company stakeholders as governmental participants, the principle participants being shareholders, company management, and the board of directors. Adjunct participants may include employees and suppliers, partners, customers,

governmental and professional organization regulators, and the community in which the corporation has a presence.

Because there are so many interested parties, it’s inefficient to allow them to control the company directly. Instead, the corporation operates under a system of regulations that allow stakeholders to have a voice in the corporation commensurate with their stake, yet allow the corporation to continue operating in an efficient manner. Corporate governance also takes into account audit procedures in order to monitor outcomes and how closely they adhere to goals, and to motivate the organization as a whole to work toward corporate goals. By using corporate governance procedures wisely and sharing results, a corporation can motivate all stakeholders to work toward the corporation’s goals by demonstrating the benefits, to stakeholders, of the corporation’s success.

Definition

In A Board Culture of Corporate Governance, business author Gabrielle O'Donovan defines corporate governance as 'an internal system encompassing policies, processes and people, which serves the needs of shareholders and other stakeholders, by directing and controlling management activities with good business savvy, objectivity, accountability and integrity. Sound corporate governance is reliant on external marketplace commitment and legislation, plus a healthy board culture which safeguards policies and processes.

O'Donovan goes on to say that 'the perceived quality of a company's corporate governance can influence its share price as well as the cost of raising capital. Quality is determined by the financial markets, legislation and other external market forces plus how policies and processes are implemented and how people are led. External forces are, to a large extent, outside the circle of control of any board. The internal environment is quite a different matter, and offers companies the opportunity to differentiate from competitors through their board culture. To date, too much of corporate governance debate has centred on legislative policy, to deter fraudulent activities and transparency policy which misleads executives to treat the symptoms and not the cause.'

It is a system of structuring, operating and controlling a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and suppliers, and complying with the legal and regulatory requirements, apart from meeting environmental and local community needs.

Report of SEBI committee (India) on Corporate Governance defines corporate governance as the acceptance by management of the inalienable rights of shareholders as the true owners of the corporation and of their own role as trustees on behalf of the shareholders. It is about commitment to values, about ethical business conduct and about making a distinction between

personal & corporate funds in the management of a company.” The definition is drawn from the Gandhian principle of trusteeship and the Directive Principles of the Indian Constitution. Corporate Governance is viewed as business ethics and a moral duty. See also Corporate Social Entrepreneurship regarding employees who are driven by their sense of integrity (moral conscience) and duty to society. This notion stems from traditional philosophical ideas of virtue (or self governance) [3]and represents a "bottom-up" approach to corporate governance (agency) which supports the more obvious "top-down" (systems and processes, i.e. structural) perspective.

Corporate governance award for Wipro

- Deccan Herald

Wipro has been awarded the National Award for Excellence in Corporate Governance by the Institute of Company Secretaries of India (ICSI).

Wipro said its approach to corporate governance is based on practicing the highest degree of transparency and sharing relevant information with stakeholders quickly and in a format easy to understand and act upon. Examples of this approach include publishing consolidation of results and segment-wise reporting from mid-1980s, and constitution of an audit committee many years before it became mandatory.

Shouldering its social responsibility, Wipro has focused on bringing about positive changes in the area of quality through its initiative, Wipro Applying Thought, in several schools here. As the first software Services Company in India which is ISO 14000 certified, it has practiced environmental management to ensure optimal use of natural resources such as water, power and paper.

Principles

Key elements of good corporate governance principles include honesty, trust and integrity, openness, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.

Of importance is how directors and management develop a model of governance that aligns the values of the corporate participants and then evaluate this model periodically for its effectiveness. In particular, senior executives should conduct themselves honestly and ethically, especially concerning actual or apparent conflicts of interest, and disclosure in financial reports.

Commonly accepted principles of corporate governance include:

Rights and equitable treatment of shareholders:

Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by effectively communicating information that is understandable and accessible and encouraging shareholders to participate in general meetings.

Interests of other stakeholders:

Organizations should recognize that they have legal and other obligations to all legitimate stakeholders.

Role and responsibilities of the board:

The board needs a range of skills and understanding to be able to deal with various business issues and have the ability to review and challenge management performance. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. There are issues about the appropriate mix of executive and non-executive directors.

Integrity and ethical behavior:

Ethical and responsible decision making is not only important for public relations, but it is also a necessary element in risk management and avoiding lawsuits. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making. It is important to understand, though, that reliance by a company on the integrity and ethics of individuals is bound to eventual failure. Because of this, many organizations establish Compliance and Ethics Programs to minimize the risk that the firm steps outside of ethical and legal boundaries.

Disclosure and transparency:

Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide shareholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.

Issues involving corporate governance principles include:

Internal controls and internal auditors

The independence of the entity's external auditors and the quality of their audits

Oversight and management of risk

Oversight of the preparation of the entity's financial statements

Review of the compensation arrangements for the chief executive officer and other senior executives

The resources made available to directors in carrying out their duties

The way in which individuals are nominated for positions on the board

Dividend policy

Nevertheless "corporate governance," despite some feeble attempts from various quarters, remains an ambiguous and often misunderstood phrase. For quite some time it was confined only to corporate management. That is not so. It is something much broader, for it must include a fair, efficient and transparent administration and strive to meet certain well defined, written objectives. Corporate governance must go well beyond law. The quantity, quality and frequency of financial and managerial disclosure, the degree and extent to which the board of Director (BOD) exercise their trustee responsibilities (largely an ethical commitment), and the commitment to run a transparent organization- these should be constantly evolving due to interplay of many factors and the roles played by the more progressive/responsible elements within the corporate sector. John G. Smale, a former member of the General Motors board of directors, wrote: "The Board is responsible for the successful perpetuation of the corporation. That responsibility cannot be relegated to management."[7] However it should be noted that a corporation should cease to exist if that is in the best interests of its stakeholders. Perpetuation for its own sake may be counterproductive.

CORPORATE GOVERNANCE GUIDELINES OF WIPRO LIMITED

Efficient corporate governance requires a clear understanding of the respective roles ofthe Board and of senior management and their relationships with others in the corporatestructure. The relationships of the Board and management shall be characterized bysincerity; their relationships with employees shall be characterized by fairness; theirrelationships with the communities in which they operate shall be characterized by goodcitizenship; and their relationships with government shall be characterized by acommitment to compliance.

Senior management, led by the Chairman and Managing Director, is responsible forrunning the day to day operations of the corporation and properly informing the Board ofthe status of such operations. Management’s responsibilities include strategic planning,risk management, financial reporting and compliance.The Board of Directors has the important role of overseeing management performanceon behalf of stockholders.

Stockholders necessarily have little voice in the day to day management of corporateoperations, but have the right to elect representatives (Directors) to look out for theirinterests and to receive the information they need to make investment and votingdecisions.

Over the last few years, the Board of Directors of our Company has from time to timedeveloped corporate governance practices to enable the Directors to effectivelyand efficiently discharge their responsibilities individually and collectively to theshareholders of the Company in the areas of;

- fiduciary duties- oversight of the Management- evaluation of the Management performance- support and guidance in shaping company policies and business strategies.

B. BOARD COMPOSITION

Selection and appointment of Chairman and Managing DirectorThe Board shall make this choice that seems best for the Company at any given point intime. The Board believes that this issue is part of the succession planning process andit is in the best interests of the Company. The Board shall make appropriatedetermination and consider succession planning at the appropriate time.

Board of Directors’ Responsibilities

The Company’s Board of Directors represents the shareholders’ interest inperpetuating a successful business and optimizing long term financial returns in amanner consistent with applicable legal requirements and ethical considerations.The Board is responsible for identifying and taking reasonable actions to help andassure that the Company is managed in a way designed to achieve this result.

Board of Directors’ Duties

The basic responsibility of the Directors is to exercise their business judgement to act inwhat they reasonably believe to be in the best interests of the Company and itsshareholders. In discharging that obligation, Directors shall be entitled to have accessto its records, rely on the honesty and integrity of the Company’s officers, employees,outside advisors and independent auditors. The Directors shall acknowledge and signthe following documents;

a. Code of Business Conduct and Ethicsb. Formal letter of appointmentc. Confidentiality Agreementd. Indemnification Agreement

Directors are expected to attend Board meetings and meetings of Committees on whichthey serve, and to spend the time needed and meet as frequently as necessary toproperly discharge their responsibilities. Directors are expected to review meetingmaterials prior to Board and Committee meetings and, when possible, shallcommunicate in advance of meetings any questions or concerns that they wish todiscuss so that management will be prepared to address the same.

The specific duties of the Board of Directors’ are as follows;

1. Selection, Evaluation and Retention of Chairman/Chief Executive Officers andOversight of Selection and Performance of Other Executive Officers

2. Understanding, Reviewing and Monitoring Implementation of Strategic Plans andAnnual Operating Plan and Budgets

3. Selection and Oversight of Independent Auditors, Oversight of financialstatements as per the Charter of the Audit/Risk and Compliance Committee4. Advising Management on significant issues

5. Review and approval of significant Company actions (e.g. Declaration ofDividend, major Mergers & Acquisition transactions, etc).

6. Evaluating and nominating directors and members of Board committees,overseeing the structure and practices of the Board and the committees andoverseeing other corporate governance matters.

7. Consideration of other matters (In addition to fulfilling its obligation to increaseshareholder value, the Board shall consider the impact of various actions anddecisions on the Company’s customers, employees, suppliers.

8. Approval of the Charters, guidelines and policies as per the charters of the Board Governance and Nomination Committee.

CODE OF ETHICS FOR PRINCIPAL AND FINANCE OFFICERS:

1. Preamble:

Wipro’s Promise:“With utmost respect to Human Values, we promise to serve our customer with Integrity, throughInnovative, Value for Money Solutions, by Applying Thought, day after day.”Our promise is at the core of Corporate Governance Practice in Wipro. In the Information Age,Information is the Key asset. As custodians of Information and assets, the Code of Ethics forPrincipal Officer and Finance Professionals is codified as under.

2. Applicability:

The Code of Ethics applies to the Principal al Officer and all the employees in Finance Function inWipro. The Principle al Officer and all the employees in the Finance Function are expected to abideby this code as well as other applicable Wipro policies or guidelines. Any violation of Wipro Code ofEthics may result in disciplinary action, up to and including immediate termination.

3. Wipro’s Code of Ethics for Principal Officer and Finance Professionals:

I. Principle of Professional & Personal Integrity:

· Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personaland professional relationships.· Confidential information acquired in the course of one's work will not be used for personaladvantage.· Achieve responsible use of and control over all assets and resources employed orentrusted.

II. Principle of Propriety& Relevance of Information:

· Provide all stakeholders with information that is accurate, complete, objective, relevant,timely and understandable.· Respect the confidentiality of information acquired in the course of one's work except whenauthorized or otherwise legally obligated to disclose.

III. Principle of Compliance:

· Comply with rules and regulations of all Public Authorities in all the geographies in whichWipro operates.

IV. Principle of Role models of Highest Standards of Corporate Governance:

· Act in good faith, responsibly, with due care, competence and diligence, withoutmisrepresenting material facts or allowing one's independent judgment to be subordinated.· Share knowledge and maintain skills important and relevant to stakeholders’ needs.· Proactively promote and be an example of ethical behavior as a responsible partneramong peers, in the work environment and the community.

“The time is always right to do what is right.”

Martin Luther King, Jr

TYBMS

DIV – B

GROUP MEMBERS

BAQISHAH MAKANDAR 84 SAYED IMRAN ANWAR 94 BILAL QURESHI 88 QADIR ANSARI AHMED 63 SHASHI GUPTA 67 VIJAY VARMA 109

ACKNOWLEDGEMENT

We are very thankful to everyone who supported us, for we have completed our project effectively on time.

We are equally grateful to our Prof. Mr. Sameer Virani. He gave us moral support and guided us in different matters regarding the topic. He had been very kind and patient while suggesting us the outlines of this project and correcting our doubts. We thank him for his overall supports.

From the collective efforts of our team member’s we were able to gather different information & collected data from different sources. Each & every members of our team played an equivalent role to make the project successful.

Thanking you

Signature

BIBLOGRAPHY

WWW.WIPRO.COM

WWW.WIKIPEDIA.COM

WWW.OECG.COM

WWW.BRITANICA.COM

WWW.LINKEDIN.COM

CONCLUSION

Having spend our time researching Wipro, we our thoroughly that it is one of the most esteemed and recognized corporate entities that has followed the fundamental values of corporate social responsibility and has kept the basic essence for which business and capitalism was originally conceived.

Wipro is competitive but not rawly competitive in the sense that it has kept the Indian culture alive through its business activities.

We have learned a lot which we hope to take advantage of going forward into our business careers.