CHAIRMAN’S MESSAGE

Spirit of Wipro is the essence of Wipro. Through its three Values - Intensity to
Win, Act with Sensitivity, and Unyielding Integrity - the Spirit of Wipro will guide
You through challenging situations and dilemmas, by serving as a beacon that
guides action. The Spirit is the touchstone of our ethics and behavior. As a
Wiproite, you have joined a culture where you are a custodian of this Spirit of
Wipro.

One of the Values we cherish is “Unyielding Integrity”. At a basic level, Integrity is

about action and behavior that is compliant with the law of the land. But Integrity
means 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 be
no compromise on Integrity. As Wiproites, we must always establish the foremost
standards of honesty and fairness, without compromise, ever.
But Integrity has an even higher meaning: And that is a commitment to searching
for and acting on the truth. I know this is not easy, but this has to be the
endeavor. This is the path to “Unyielding Integrity”.

I believe that you have the maturity and integrity to make the right call when
faced 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 the
daily execution of your role. And two, to help create confidence in the minds of
our customers, investors, suppliers and the society at large with respect to our
dependability 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 inception

before 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 Ownership

program

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 Holdings

IT major recognized for highest level of commitment, quality and innovation
Bangalore, India, September 14, 2010
Wipro 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 faster
Bangalore, September 10, 2010
Wipro 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 of

the Board and of senior management and their relationships with others in the corporate
structure. The relationships of the Board and management shall be characterized by
sincerity; their relationships with employees shall be characterized by fairness; their
relationships with the communities in which they operate shall be characterized by good
citizenship; and their relationships with government shall be characterized by a
commitment to compliance.
 Senior management, led by the Chairman and Managing Director, is responsible for
running the day to day operations of the corporation and properly informing the Board of
the 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 performance
on behalf of stockholders.

Stockholders necessarily have little voice in the day to day management of corporate
operations, but have the right to elect representatives (Directors) to look out for their
interests and to receive the information they need to make investment and voting
decisions.

Over the last few years, the Board of Directors of our Company has from time to time
developed corporate governance practices to enable the Directors to effectively
and efficiently discharge their responsibilities individually and collectively to the
shareholders 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 Director
The Board shall make this choice that seems best for the Company at any given point in
time. The Board believes that this issue is part of the succession planning process and
it is in the best interests of the Company. The Board shall make appropriate
determination and consider succession planning at the appropriate time.

Board of Directors’ Responsibilities

The Company’s Board of Directors represents the shareholders’ interest in
perpetuating a successful business and optimizing long term financial returns in a
manner consistent with applicable legal requirements and ethical considerations.
The Board is responsible for identifying and taking reasonable actions to help and
assure 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 in
what they reasonably believe to be in the best interests of the Company and its
shareholders. In discharging that obligation, Directors shall be entitled to have access
to its records, rely on the honesty and integrity of the Company’s officers, employees,
outside advisors and independent auditors. The Directors shall acknowledge and sign
the following documents;

a. Code of Business Conduct and Ethics

b. Formal letter of appointment
c. Confidentiality Agreement
d. Indemnification Agreement

Directors are expected to attend Board meetings and meetings of Committees on which
they serve, and to spend the time needed and meet as frequently as necessary to
properly discharge their responsibilities. Directors are expected to review meeting
materials prior to Board and Committee meetings and, when possible, shall
communicate in advance of meetings any questions or concerns that they wish to
discuss 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 and

Oversight of Selection and Performance of Other Executive Officers

2. Understanding, Reviewing and Monitoring Implementation of Strategic Plans and

Annual Operating Plan and Budgets

3. Selection and Oversight of Independent Auditors, Oversight of financial

statements as per the Charter of the Audit/Risk and Compliance Committee
4. Advising Management on significant issues

5. Review and approval of significant Company actions (e.g. Declaration of

Dividend, 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 and
overseeing other corporate governance matters.

7. Consideration of other matters (In addition to fulfilling its obligation to increase

shareholder value, the Board shall consider the impact of various actions and
decisions 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,
through
Innovative, 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 for
Principal 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
in
Wipro. The Principle al Officer and all the employees in the Finance Function are expected to
abide
by this code as well as other applicable Wipro policies or guidelines. Any violation of Wipro
Code of
Ethics 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 personal
and professional relationships.
· Confidential information acquired in the course of one's work will not be used for personal
advantage.
· Achieve responsible use of and control over all assets and resources employed or
entrusted.

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 when
authorized or otherwise legally obligated to disclose.

III. Principle of Compliance:

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

IV. Principle of Role models of Highest Standards of Corporate

Governance:

· Act in good faith, responsibly, with due care, competence and diligence, without
misrepresenting 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 partner
among 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.