EXHIBIT 13.1





Contents



Our Values                                                   2


Quality is a never ending journey                            3


Quality in numbers                                         4-5


Letter to Stakeholders                                     6-9


Board of Directors                                          10


The Wipro way                                            11-13


Wipro Technologies


- Building relationships through Quality                 14-21


Wipro Infotech


- A Customer centric vision fuelled by Quality          22-26


Wipro Healthcare and Life Science


- Building a healthy future through the convergence
of Health Science and IT based on Quality                 27


Wipro Consumer Care and Lighting


- Creating consumer trust through Quality                28-29


Innovation and Digitisation for Customer satisfaction       30


Contributing to a Quality environment and society        31-32


Directors Report                                         33-36


Report on Corporate Governance                           37-50


Financial Statements                                    51-210


Annual Report filed with United States Securities
and Exchange Commission (Form 20F)                     211-256



Our Values




Human Values



We respect the unique needs of Customers and employees. We are sensitive to
their differing needs in our interactions with them.



Integrity



We deliver what we commit. With honesty, fairness, reliability and uprightness
in whatever we do.



Innovative Solutions



We consistently offer novel and superior solutions to satisfy the needs of the
Customer.



Value for Money



Delivering higher value to the Customer through continuous improvement in
quality, cost and speed.



Our 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.


Quality is a never ending journey...


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"Applying Thought" is Wipro's way of addressing this reality. It means that we
constantly think about our Customers. And continuously attempt to provide them
with innovative and superior value for money solutions. Over the years "Applying
Thought" has become an organization-wise mission, wherein Wiproites see
themselves as catalysts to creating a better service or product. Such is the
commitment, that everyday, somewhere across the globe there's a Wiproite asking:




-  Can we do it better?


-  Are we satisfying a customer need?


-  Is it innovative?


-  Does it provide superior value?


-  Are we delivering what we commit?


-  Can we do it better?


All this boils down to Quality thinking and thinking about Quality. At Wipro we
approach Quality quite differently. That's because we realize that:


- Quality is perceptual. Quality is value as perceived by the customer.
Therefore, our customers define what quality is or what a quality product or
service ought to be.


Quality is measurable. It is easier to improve something that is defined. So
we constantly measure our quality against Customer expectations and attempt to
meet it.


Quality is relative. It is perpetually redefined by the market. So what
constitutes top quality today gets displaced tomorrow when someone raises the
Quality bar to the next level.


At Wipro, Quality becomes the defining factor in all that we do to move a
product or service from mind to market.


It defines our core organization values, policies, processes and systems. It
pervades our relationships and our interactions with all our stakeholders.


It trickles downs to the simplest things -- the way we answer a phone call, the
way we conduct an internal meeting or the time taken to meet a visitor. And has
a huge impact on the larger ones; eliminating defects, reducing cycle time,
increasing process efficiencies, lessening manufacturing bottlenecks, cutting
down service cost and increasing productivity.


This gives us the means to deliver a good quality product and helps us
continually find ways to improve it.


Today as an Organization we are convinced:


-  Quality is what differentiates Wipro. It is the reason why our customers come
to us


-  Quality is the reason why our customers pay a premium for our products and
services


-  Quality is a uniting force. It binds the organization and increases its
resolve to improving Quality continuously


-  Quality has a direct impact on improving our financial results.


At the end of the day, we need to ask ourselves: Is our customer satisfied? More
importantly, is he or she delighted? Will our customer come back to us for more?
Will customer delight result in getting new customers? All these questions
ensure we shall never lose sight of the fundamental truth. That the Quality
journey never ends. It's a journey with challenge and as an organization we are
committed to. It's a journey that starts every day with every Wiproite asking:


-  Can we do it better?


-  Are we satisfying a customer need?


-  Is it innovative?


-  Does it provide superior value?


-  Are we delivering what we commit?


-  Can we do it better?


The journey continues...


Quality in numbers- Testimony to the fact that Quality works


At Wipro, we believe that it's the strength of our Quality systems that has
resulted in saving time and costs for our customers, by completing projects on
schedule.


Our Global IT services business has gained 107 new customers. Also, 82 of our
customers in the Global IT services business have each trusted us with over one
million dollars worth of business.


We've also initiated more than 242 Customer touch projects for quality
improvement, even as our Six Sigma initiatives resulted in savings of Rs. 1095
Mn. for the company.


We thank our investors and dedicate this performance to our customers and all
Wiproites.


[charts]


[table]


Dear Stakeholder,


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The year 2001-02 tested the adaptability of strategies and business models
globally. Our initial premise was of a "profitability challenged" year for the
global businesses. The response we anticipated was of a significant shift to
offshore to meet this challenge. However, events on September 11 in United
States of America slowed the pace of this shift. In this challenging
environment, our


-  Profit after tax grew from Rs.6711 million to Rs.8854 million, a growth
of 32%


-  Free cash flow, i.e. after deducting net working capital increase and
investment in fixed assets, increased from Rs.3,251 million to Rs.6,119
million, a growth of 82%


-  Return on average net worth was 40% for the year, well in excess of our
internal benchmark of 29%


These results were below our internal expectations, relative to our past track
record of profit growth over the last 10 years. However, in absolute terms, the
figures were satisfying especially when considered against the backdrop of a
challenging environment, compounded by the telecom equipment market decline. In
this challenging environment, we grew our price realization through a
combination of pricing discipline and climbing the value chain, sustaining our
operating margins in the Global IT business. Further, 82% increase in free cash
flow during the year provides the strength to invest for creating sustainable
business advantage for our customers.



VISION FOR 2004



We had in the calendar year 2000 formulated our Vision for the year 2004. Our
Visioning challenge is to make our thinking ambitious and serve as a turbo
charger for the organization. Vision creates an executable dream for us to
strive hard towards achieving. The Vision we have set for ourselves is:


Business Leadership: Among the top 10 Information Technology Services companies
globally and #1 Information Technology company in India


Customer Leadership: The #1 choice of customers through innovative solutions and
Six Sigma processes


People Leadership: Among the top 10 most preferred employers globally by
creating an environment of empowerment, intellectual challenge and wealth
sharing


Brand Leadership: Wipro brand to be among the 5 most admired brands in India


The year 2001-02 did not go as we envisaged. Our revenue growth and profit
growth could have been higher. This makes the Vision we have more challenging,
but challenge is something that every Wiproite relishes.


Let me pause and take stock. Today, we believe Wipro is among the top 10
Information Technology Services companies globally and the #1 Information
Technology company in India, ranked by market capitalization. The challenge is
in getting our revenues up there among the top 10 companies globally, without
diluting our profitability.



GROWING REVENUE



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The key to creating a sustainable base of revenue that grows year on year ahead
of the industry growth rate is in focusing on customer profitability. The
single-minded focus must be on enhancing competitive advantage for the customer
and thereby his profitability. We have a diverse portfolio of


value added IT services executed from offshore centers in India, company wide
initiatives to reduce cost and cycle time through Six Sigma and Quality
initiatives, and a common set of Values that allows us to develop competencies
in our team to face any environment with confidence.


Our strength in Indian IT markets has been at the base of developing our
competencies and introducing new services in the global markets, leveraging the
offshore advantage. We have the widest service range among companies from India
in enhancing our customer productivity and profitability. Our Services portfolio
of application development and maintenance, product design and realization
services, information systems outsourcing and package implementation was
significantly enhanced this year with the launch of system integration practice
in the global markets. In July 2001, we won our first global system integration
order from the Lattice group of the UK to create the infrastructure for
broadband service and within nine months, the first phase of the project went
live on schedule, reinforcing our technical depth and Quality systems. In
Services business, there is no substitute to having satisfied customers for
brand building.


To realize revenue growth, we will invest in Quality. We are what we repeatedly
do. Quality leadership is a habit that we will build on and grow. We started our
Six Sigma initiative five years back. We have trained over 6,500 people in Six
Sigma and executed over 1,000 projects in these five years. Ultimately what
matters to the customer is profitability, and superior Quality can enhance
profitability in a defined time frame.


In the race for Quality there is no finish line. As we achieve each milestone,
we have a new destination identified for progress. We are the global leaders in
Software Services Quality. In 1998, we were the first Software Services Company
to be certified at SEI-CMM level 5. In December 2001, we became the first
company globally to be assessed at PCMM Level 5. This is an absolute global
benchmark for our people process. It is our Quality initiative that
differentiates us from competition, and this is the differentiation that we will
build upon.


The sustainability of the offshore model is driven greatly by our ability to
continuously improve productivity and reduce costs for our customers.
Additionally, we must ensure that our processes guarantee the customer
protection of proprietary data and information, and also protect against
unforeseen disasters. A key driver to continuous improvement in servicing our
customers and improving their profitability is our thrust on web enabling the
customer facing and internal service processes. We began this initiative two
years ago and today, our web-enabling initiative has gained a significant
momentum. This has been greatly appreciated by our customers. We will continue
to invest in information technology to improve our revenue, margins, security
and to ensure customer facing and internal business continuity.


A key initiative to leverage the technical depth of our human resources for
customer benefit is our Innovation initiative, where we focus on developing
Intellectual Property that provides a time-to-market advantage for our clients.
We have senior business managers and a structured process to drive Innovation.
We have framed an Intellectual Property development process to screen ideas,
select specific projects, take customer input and review progress. Currently we
have over 200 people working full time on Innovation projects for specific
identified themes. We are encouraged with the results of the Innovation
initiative in the first year itself, which reaffirms our faith in this
initiative.


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We are on the edge of a significant cusp, the convergence of Information
Technology with Life Sciences. This opens up an interesting market opportunity
to companies with proven competence in Information Technology and Healthcare. In
1989, we set up the Healthcare business practice addressing the imaging
equipment market through joint venture with GE, Wipro GE Medical Systems Limited
and non-imaging equipments through Wipro Biomed business. Over the last decade,
as in most other equipment business, the business has significantly moved to
services. Our relationship with global leaders in medical equipment like GE,
Beckman Coulter, Agilent and Fujinon combined with our domain knowledge provides
us with an exciting opportunity to address a growing market.


We have combined the businesses of Wipro Biomed and the Healthcare vertical in
Wipro Technologies together to address this opportunity, by forming a new
business segment Wipro Healthcare and Lifescience. This business is headed by
DA.Prasanna, who has been appointed Vice-Chairman, to realize the potential.



ACQUISITION, AN OPTION FOR GROWTH



Acquisition to accelerate the pace of revenue growth is an option we have. We
would like this only to be an option for enhancing growth and not a substitute
for organic growth. Our search is for a good business at fair price, not a fair
business at good price or a bargain purchase. It pays to be active, interested
and open minded, which we are, but we are not in a hurry. There is a thin line
between being quick and being hurried. The distinction is purely judgmental.
Looking into our rearview mirror, we can honestly say we have not missed out on
any opportunity that we regret.


We have over Rs.14 billion in cash and cash equivalents. The objective of
maintaining this cash position is primarily for strategic acquisitions. We are
conscious that, if not used for strategic purposes for which it is intended, the
cash with us dilutes the return on equity. Our internal norm of 29% return on
average net worth is something we have achieved for over two decades and we
cherish it. Whenever we conclude that cash with us cannot be used for enhancing
the shareholder value, we will evaluate the quantum to be returned to the
shareholders.



CHALLENGE FOR THE YEAR AHEAD



Looking ahead, the key challenge will be to realize the emerging opportunities
in the global market. In our Global IT Services business, growing new high value
services offerings in terms of system integration and information systems
outsourcing is as key a priority as consolidating our Quality leadership
position. We will focus on building momentum in Healthcare and Life Science
business. We have made a good beginning in expanding our Indian IT Services and
Products business into Asia Pacific IT Market, by leveraging our leadership
position in the Indian IT market. Our challenge here is to build on this
beginning and consolidate our presence in the Asia Pacific IT market. Above all,
we will continue to work to create a strong Wipro team by creating an
environment of empowerment, intellectual challenge and wealth sharing.



ACKNOWLEDGEMENT



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Mr. Hamir Visanji, who has been on our Board of Directors since 1955, retired
from the Board in December 2001. Over the last five decades, Mr. Vissanji has
been an integral part of Wipro's growth and, in his role as the Chairman of the
Audit Committee, a key contributor to Wipro's strong internal processes that
have enabled us to manage this growth. We would like to record our appreciation
and gratitude to Mr. Vissanji for his contributions.


The tragedy of September 11 shocked the world. To us in Wipro, the loss was more
personal. Four of our colleagues -- Deepika Kumar, Hemanth Kumar, Shashikiran
Kadaba and Shreyas were among the many whose lives were lost in the tragedy. We
mourn their loss.


We have entered the new millennium in a challenging environment. We are clear on
what we really want and back it with passion and commitment. We will excel in
future as we have done in the past.


I thank you all for the continuing support and the confidence you have placed in
Wipro. We have the talent and commitment required for succeeding in the current
environment. Our strategy is live to the business environment and realities of
the market place. We have demonstrated our ability to optimize between pricing
and volume play, with a strong volume growth in the last quarter of the year.
Our


team is dedicated and committed to achieving customer productivity and
profitability. We will work towards our Vision with passion and pride.


Very sincerely,


Azim H Premji


Chairman and Managing Director



BOARD OF DIRECTORS



Drawn from diverse industries and specializations, Wipro's Board of Directors
ensure that our stakeholders continue to repose faith and trust in us.



Azim H Premji



Chairman and Managing Director


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P S Pai


Vice Chairman and Executive Officer


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Vivek Paul


Vice Chairman and Executive Officer


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D A Prasanna


Vice Chairman and Executive Officer


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Dr. Ashok Ganguly


Chairman of ICI India Ltd., Former Director of Unilever Plc.


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B C Prabhakar


A Practitioner of Law


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Prof Eisuke Sakakibara


Professor of Economics at Keio University, Japan


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Dr. Jagdish N Sheth


Professor of Marketing at Emory University, USA


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P M Sinha


Former Chairman, Pepsico Holdings India


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Narayan Vaghul


Chairman, ICICI Ltd.


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THE WIPRO WAY



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At Wipro Quality is an investment. Customer satisfaction and trust its reward.
The two key ingredients for Quality are Processes and People Six Sigma - the way
we work.


The Six Sigma movement at Wipro was started with the aim of creating a
sustainable change that would make Wipro a truly world-class organization. Over
the years our experiences with the implementation of Six Sigma has resulted in
new methodologies and an organization wide momentum which made "Six Sigma, the
way we work".


A statistical measure that indicates how defect free a product or process is,
Six Sigma refers to an incidence of just 3.4 defects for every 1 Million
opportunities for a defect, or a process efficiency of 99.99966%.


Wipro features prominently among the companies that have successfully
implemented Six Sigma. Evident from the fact that from the year 1997, Wipro has
trained over 150 Black Belts, executed more than 1000 projects and has saved the
company in 2001-02 Rs. 1.1 billion in the process. In addition, there has been a
significant improvement in delivering value to its customers in terms of
features, price and time.


However, the success of Six Sigma hasn't been by chance, it's been the
consistent focus by every Wiproite.


The selection and scoping of projects


Projects are selected based on its link to critical business processes, which
makes it directly related to the vision of the business unit. Other factors are
the potential to contribute either to higher level of customer satisfaction,
employee satisfaction, reduction of costs or improvement in productivity.



The Quality of Black Belts



At Wipro, the quality of our Black Belts and Green Belts make these Wiproites
the most sought after breed of employees. Put through rigorous methodology and
statistical training, they view each problem logically and arrive at the optimal
solution. It would be no wonder therefore, if many of the future leaders of
Wipro would automatically come from the Black Belt or Green Belt group.


[charts]


Performance improvement through DMADV


- A case study


Customer: One of the largest communications company in the world.


Project: To improve the performance requirements of the gateway between the
Internet and the mobile subscriber.


Requirements:          Pull Request*/       Push Request**/
-------------          --------------       --------------
Sec                  Sec
Initial                     09                   03
Desired                     30                   30


Methodology: DMADV (Define, Measure, Analyze, Design, Verify)


-  Used QFD to identify 3 suitable options out of 5 alternatives


-  Used FMEA to do a capability assessment


-  Carried out 2 experiments for pull and 5 requirements for push requests


-  Performance measured for CTQ (critical to quality) parameters


Delivery:       Pull Request*/    Push Request**/
---------       -------------     ---------------
Sec               Sec


Initial               09             03
Desired               30             30
Results               38             45


*Pull - Request from a mobile subscriber to gateway via GSM network


**Push - Message from the gateway sent to subscriber via GSM network


The litmus test


Six Sigma has contributed to many laurels at Wipro. Wipro has the distinction of
being the first software services company to achieve SEI CMM Level 5. It has
also the distinction of being the first company to achieve PCMM Level 5.
Certifications that show that our customer, quality and process measurements are
not only defined and managed but are optimized as well.


People define Quality.


A Wipro we believe that our quality is in our people. It is their effort that
helps derive customer satisfaction.


Each and every Wiproite is an ambassador of our values and is expected to
reflect them in everything that they do. Each one of the 14,000 men and women,
is committed to enable Wipro attain a leadership position in all of the
businesses that we are in. What attracts and retains this talent is a completely
open and apolitical culture where people do not hesitate to express themselves,
focused employee development initiatives and employee ownership programmes.


Our employee development initiative includes the "Life cycle development
program" which provides valuable inputs at various stages in the employee life
cycle.


a. Entry level program for all new employees


b. New Leaders program for employees who become leaders for the first time.


c. Wipro Leaders' program for employees who start leading other leaders.


d. Business leaders program for those in business leadership roles.


e. Strategic leadership programs for top management members who are in strategic
leadership positions.


Employee ownership is ensured through our broadbased employee stock option
programme called `WESOP'.


Our continuous effort to enhance working practices and employee satisfaction has
resulted in many innovative processes. A people focus that has in the past year
seen many exciting achievements.


-  Wipro Technologies was assessed as the world's First PCMM Level 5
Organization. This has helped us to integrate various HR practices such as
selection, performance management and career planning around competencies.


-  Employee service delivery was revolutionized by e-enabling HR processes.


-  A career management framework was established through the career grouping
initiative at Wipro Technologies.


-  Wipro listens and responds - A new initiative aimed at listening to the voice
of our employees through a structured questionnaire was launched and
institutionalized.


-  The number of training person days across Wipro was over 95,000.


-  The year also saw the 360-degree feedback process called the Wipro Leaders
Quality survey cover over 2000 Leaders.


In addition to these initiatives, our robust performance management system,
comprehensive annual human resources planning and feedback to individual
leaders, through processes like Wipro Leaders Quality feedback, skip level
program and manager assimilation program, form the back bone of our people
development process. All of which only goes to say that for many people, Wipro
is more than an organization to work with.


It is a way of life.


Delivering Customer satisfaction using DMAIC


- A case study


Client: A US based client


Project: Web based Web page editor


Problem: (Improve the Response Time RT for web based text editor)


-  RT to change the font properties was more than 44 sec for 2000 characters


- Unable to handle large amount of text (> 2000 characters)


Methodology: DMAIC (Define, Measure, Analyze, Improve, Control)


-  Measured and Analyzed 9 samples with number of characters from 100 to 5000


-  Carrying out Pareto analysis for RT per character based on size, color and
style


-  Used cause and effect diagram to flush causes


- Redesigned web based text editor based on 2 new design pattern identified



Results:



[charts]


Wipro Technologies -


Building relationships through Quality


Our Customers are saying this. We aren't. Be it in the US, Japan or Europe, be
it in Retail, Manufacturing, Energy and Utilities, Banking and Finance,
Insurance, Automotive, Consumer Electronics or Telecom, Infrastructure services
or e-Commerce.


Customers across the world have come to recognise Wipro Technologies as a
Quality driven and results oriented IT partner, delivering superior value that
invariably has a significant impact on their fortunes.


This has helped us deepen our relationship, not only in terms of repeat
business, but also in terms of handling larger and more strategic engagements
with clients. We believe our achievements and successes are the outcome of our
uncompromising attitude to delivering Quality and consistently meeting, if not
exceeding, customer expectation. Operating in a fiercely competitive market and
an increasingly turbulent economic environment, Wipro Technologies has made
Quality a key differentiator. Quality, not only in terms of end product but
across the entire delivery chain, be it people, processes, technology or
customer interaction. Which from a customer's perspective translates into a
powerful reason for `Why Wipro?'


Domain knowledge: Wipro has built a strong domain competency which in many cases
runs into many hundreds of man years. Enabling us to design intelligent
solutions to IT centric business problems.


Full service provider: Wipro has end-to-end capabilities in that it provides
consultancy, designs, implements and maintains seamlessly. Wipro offers a
complete array of IT solutions and services ranging from application
development, e-business and enterprise solutions to infrastructure solutions and
VLSI design.


Wipro guarantees low Total Cost of Ownership: Wipro's process methodologies and
frameworks help our clients enjoy up to 35% cost savings and 10% productivity
enhancements. Wipro assures Time-to-Market advantage: Wipro, with its vast
resources is able to offer up to 75% time-to-market advantage, crucial to many
verticals such as Telecom.


Scalability: Wipro can ramp up its resources with Quality to meet the most
stringent of client requirements, onsite and offshore, resulting in faster
implementation and cost savings.


People Quality: Wipro is the world's only PCMM Level 5 and one of the few SEI
CMM Level 5 companies. Coupled with a high degree of customer orientation and
professionalism, this has helped build greater trust in all our client
engagements.


Today Wipro is proud to say that the world recognizes Wipro Technologies as a
global practitioner with proven value delivery. Following are some of our
achievements in the various segments in which we operate.


[chart]



Enterprise Solutions




Banking and Financial Services



Having entered the financial services area only a few years ago, our focus on
building knowledge, has in a very short time frame, enabled us to build
considerable expertise in the areas of banking and financial services, foreign
exchange and commodities, capital markets and asset management.


We create value for our customers by delivering a lower Total Cost of Ownership
(TCO) across the life of the solution through reduced defects in the solution's
life, increased productivity, best in class knowledge, talent and
infrastructure.


We have also developed Risk Mitigation strategies covering Business Continuity,
Financial,


Change Management, Technology, Communication and Resource risks. Our focus for
banking and financial services allows us to enjoy the agility, flexibility and
focus of a smaller organization, as well as allowing us to draw on the
scalability of Wipro as a whole. All of which has resulted in significant wins
this year, including: A world's leading securities brokerage - One of the top 5
banks in the world - Leading European Financial Services organizations - One of
the world's leading Stock Exchanges - One of the leading French Banks



Insurance



"Wipro has, solid credentials and a long history, whose vision is backed up by
very solid investment. Wipro is not only investing in their infrastructure in
terms of buildings, technology and quality management systems but also in terms
of the recruitment of high calibre graduates, education and promotion
opportunities," said Karen Forte, Head of IT, Allianz, endorsing our investment
in quality and expertise.


[chart]


At the forefront of every insurance company is a customer whose peace of mind is
paramount. And behind every smiling customer is a solution that made it
possible. Wipro's entry into insurance has seen us providing services and
solutions to the best in the industry. We have embarked on a new relationship
with Allianz, one of Ireland's leading multi-line general insurance companies. A
partnership that has us developing software for their business systems, customer
information systems and analysis.



Retail



"Within a short span of time, Wipro has provided Best Buy with complementary
skills and the relationship has been extremely successful. We are particularly
impressed by the quality of their professionals and their customer orientation.
We are excited about the future of this relationship". Rao Vellanki, IS Leader
and Director, Best Buy.


In the Retail vertical, Wipro used its expertise to maximum effect for Best Buy,
the number one speciality retailer of consumer electronics, personal computers,
entertainment software and appliances in the United States. We set up an
offshore development center to support the implementation of a corporate-wide
Enterprise Application Integration initiative of Best Buy. Wipro also set up an
exclusive Center of Excellence, to develop an enterprise integration strategy
for various applications across the organization. This enabled us to understand
the customer's needs better and develop a quality solution that was customised
to them. To prove that this was not a unique case, and in an effort to converge
technology expertise and retail business domain knowledge, we have set up
several Centers of Excellence. Key among them are:


-  Customer loyalty program solutions


-  Point of sale solutions


-  Supply chain execution solutions


-  Merchandising and pricing solutions


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Energy and Utilities



"We had chosen Wipro more than a year back due to the excellent quality
credentials and technical capability that had come across to us" said Jim Brown,
Head of IS at Thames Water. "Our experience since then has been of a partner who
has exceeded our earlier expectations and also delivered best class performance
at significantly lower costs to us. Wipro has provided us significant benefits
including reducing costs to the tune of 20% in the IT budget for Application
Support and Maintenance within this period of engagement and implementation of
world class quality processes. We have built a very positive and successful
relationship with Wipro and look forward to a rewarding partnership ahead," he
added.


In a highly deregulated environment, Information Technology was increasingly
seen to be driving many of the strategies employed by utilities to function
smarter. In such a challenging scenario, Wipro established itself as a clear
leader in providing IT/IS solutions to the energy and utilities sector. We
worked in partnership with energy and utility clients across Europe and the USA
in architecting and implementing best-of-breed packages relevant to this
industry, for meeting business needs related to customer billing, revenue
assurance and margin analysis.


Our engagements with Transco, one of the largest gas transportation companies in
Europe and with Thames Water, a global specialist in water and waste water
operations, products and services, reinforces the value delivery we provide and
the strong partnerships that Wipro has developed in this sector.


Thames Water, has in fact confirmed that Wipro Technologies' comprehensive IT
services have resulted in savings to the tune of 20% on their IT Budgets for
Support and Maintenance. They also realized annualized savings on the
applications supported by Wipro alone to the tune of 35%.


Other significant wins at companies like PinnacleWest and successful execution
of projects at companies such as nPower and Pepco Energy Services, have
adequately demonstrated our understanding of the energy and utilities industry,
and the ability to deliver measurable business results.



Manufacturing



We have shown significant progress in this area of business in the past year,
with the setting up of a dedicated development facility for 3M at Hyderabad. And
further strengthened our eight-year old relationship with Seagate with the
execution of a high-end Oracle 11i implementation project. Needless to say, the
Quality deliverables and commitment shown by Wipro Technologies throughout the
eight years of our engagement has led to a relationship that is stronger than
ever.


We have also grown in strength, with acquisitions of blue chip clients in the
automobile sector in Japan and chemical sector in Germany. To add to this, we
launched our engineering services business through an alliance with Geometric
Software Services Limited. This initiative has already started showing results
with a few client engagements in the Engineering Services division.



Media, Publishing and Entertainment



Our Innovation methodology has seen us launch a comprehensive workflow solution
for the media and publishing industry. Born out of the Innovation initiative at
Wipro Technologies, Flow-briX, the solution, has evolved out of Wipro's
experience in developing workflow solutions for some of the largest publishing
houses in Europe and US. This has helped us firmly position ourselves as a prime
solution provider in this domain.



Travel and Transportation



With early wins in the travel and transportation area, and the simultaneous
creation of a dedicated group focused on expertise and solution development, we
will be in a position to offer strong solutions to this industry. Among other
new developments, we developed a framework for Internet Booking (iBEX), set up
an SI partnership with Cognosys for offering their Travel products and
successfully developed vertical applications for Wallenius Wilhelmsen and
Stevedoring Services of America.


[chart]



Government



The expertise we gained by working for a few leading Government organizations
like the Scottish Parliament has seen us launch a new vertical focused on the
Government and Public Sector organizations. A separate business unit for
Government organizations will, we believe, lead to more focus in this area and
result in better Quality solutions in this vertical.



Technology Solutions




Telecom and Internet Service Provider



"Wipro Technologies ability to provide a long term easily adaptable solution,
its commitment to quality, the enthusiasm of its employees, its outstanding
track record, and its unparalleled success with leading telecommunications
operators were the key factors why we chose Wipro. Wipro's offer of a range of
professional services while adhering to strict budgets and timelines is enabling
us to effectively meet our strategic objectives", said Colin Orr Burns,
executive vice-president of Iqara Broadband.


As the fastest growing division of Wipro Technologies, Telecom and Internet
Service Provider had a good year. Winning our largest ever fixed price contract
order was just the beginning; our commitment to Quality led us to successfully
deliver the first phase of this highly complex $70 Mn Systems Integration
project on schedule. We also successfully powered the Cable ISP solution to
Iqara Broadband, a part of British Gas group.


[picture]



Embedded and Internet Access.



Platforms: Wipro brings its proven methodology in productization and migration
of large applications in this area. Sun Microsystems, as part of its plans to
develop an open source platform for Solaris OE, is drawing on Wipro's expertise,
and functionality developed by the GNOME community, to build a modern desktop
environment for the Solaris OE. Wipro's Platforms group, besides coordinating
the overall development effort, is providing its expertise in porting and
migration, bug fixing, accessibility-enabling and testing of the GNOME solution.
Wipro will carry out the integration of the GNOME solution with the existing
Common Desktop Environment and provide complete life-cycle maintenance in the
post-release phase. Wipro will deliver defect-free, robust and cost effective
software that will allow Solaris Software users to seamlessly integrate their
workstations into the office environment.


Automotive: In the automotive segment, Wipro has been working with several major
players in Europe and the USA. Visteon Corporation, USA selected Wipro Embedded
and Internet Access as a development partner for automotive embedded systems
after an elaborate evaluation of major vendors. This win established Embedded
and Internet Access' automotive electronics group as a name to reckon with in
the field of providing automotive solutions to leading automotive components
vendors in the world.


Visteon, headquartered in Dearborn, Michigan, USA is the second largest
automotive supplier in the world dedicated to providing integrated automotive
technology systems in the area of telematics/ multimedia, powertrain systems and
climate system electronics. Wipro is extending its complete offering of
automotive solutions, especially in the area of telematics, multimedia and
instrumentation clusters.


Consumer Electronics: Thompson Multimedia selected Wipro as a major outsourcing
partner, endorsing Wipro's ability to help clients complete product realization
using state-of-the-art technologies, technology building blocks and Intellectual
Properties. Thompson Multimedia has been working with Wipro for the past 18
months and this new partnership is an endorsement of a high level of customer
satisfaction and high Quality of the deliverables and support being extended to
them. As part of this partnership, Wipro helps Thompson Multimedia develop


new generation products for the consumer electronics market. Wipro's solution
will incorporate hardware services, software services and Intellectual
Properties (802.11a, MP3, USB 1.1, etc.).


Intellectual Property: "The use of Wipro's technology will significantly improve
Indigita's time-to-market for digital content interchange and communications,
compliant with industry standards," said Mel Gable, CEO of Indigita, a leading
provider of connectivity and storage management solutions for original equipment
manufacturers and systems integrators.


Wipro's singular ability to leverage its knowledge and high quality expertise in
VLSI has earned us rich dividends. The creation of new Intellectual Properties
that fit in with existing systems and requirements of customers has seen us
achieve many successes.


Wipro has licensed its 1394 Audio/Video Link Layer Interface as well as the
AV/C Command Set Software to Indigita. This reinforces Wipro's expertise in 1394
technologies and its status as a preferred choice for buyers in the embedded
market. The technology building blocks licensed by Wipro will enable the rapid
deployment of high-speed serial communications functionality in ASIC devices to
be developed by Indigita.



Telecom and Internetworking



"We were amazed to see the depth and breadth of core telecom expertise in Wipro.
While we were aware that Indian companies were good at Software, it was an eye
opener to see the strong expertise that Wipro had in VLSI/hardware
engineering. The combination of highly skilled engineers, diversity of expertise
and a good track record convinced us to partner with Wipro," said David Heard,
CEO Santera Systems.


While Wipro's Telecom and Internetworking division was possibly the worst hit by
the slowdown in the telecom industry, it was a track record of providing Quality
solutions that helped this division hold its own in such challenging times.
Wipro Technologies became the world's first software services organization to
achieve the TL9000, a quality certification applicable to the telecommunications
industry. One of the significant wins last year was Santera Systems, a leading
provider of now- and next-generation switching equipment for the global
communications market who entrusted Wipro with their VLSI designs.



Horizontal Expertise




Technology Infrastructure Services



Technology Infrastructure Services has emerged as a clear differentiator for
Wipro Technologies. Leveraging on decades of hardware experience, Wipro
Technologies has managed to provide global clients with best-in-class services
like Infrastructure Consulting and Integration, Infrastructure Management, IT
Infrastructure Security, Remote Infrastructure Management, and Telecom
Infrastructure Services.


[chart]



Package Implementation



"Wipro has shown itself to be quality driven, something that was clearly evident
in their approach to our large application support requirements," said Ian
Londesbrough - CRM Delivery Manager, nPower. "The high quality of their CRM team
is beyond doubt."


A rapid competency build up in Enterprise Application Solutions like ERP, CRM,
SCM and B2B integration helped us witness several new milestones in large
accounts like Transco and Weyerhaeuser, particularly in the areas of core SAP
R/3 activities and new generation SAP initiatives. Wipro provided services in
Oracle e-business suite 11i implementation, as well as


Ariba Buyer implementations to Sony. Other significant wins being SCA Packaging
(Europe), Sanyo Energy (Europe), Emerson (US), Pepco Energy Services (US),
Putnam (US), and Nationwide Financial (US).


[picture]


Building on a strong start in 2000-01, the CRM practice, consisting of Siebel
and Clarify technologies, grew at a rapid pace, with several new customer
acquisitions. Wipro successfully completed a CRM project at Pepco Energy
Services, US. The Siebel/ABP integration at Pepco Energy Service, executed by
Wipro, integrates the billing system, ABP that ensures all new order information
from Siebel is created in the billing system and all the confirmations are
updated in Siebel.


Wipro Technologies won a CRM project at nPower, a leading supplier of gas and
electricity in UK. This came soon after the successful completion of projects by
Wipro with companies such as Farmers Insurance (US), where CIOs have relied on
Wipro's Customer Relationship Management (CRM) skills as a key enabler of their
large CRM initiatives.



Datawarehousing and Business Intelligence



By offering cutting edge technology services and solutions to its customers in
the business intelligence and datawarehousing segment, Wipro has entered into
strategic business and technological alliances with leading vendors like
Informatica, IBM, Brio, and SAS. We have also started services and identified
business intelligence applications like analytical CRM, ERP and SCM Analytics,
e-business intelligence, and teradata as thrust areas.


In the US, Wipro Technologies has created a good impact in providing business
intelligence consulting to the financial services segment and has managed to
architect, integrate and manage datawarehousing/business intelligence
applications like risk containment, scorecard applications, dashboard reporting,
fraud management, claims and actuarial analysis. In the UK and Europe, the
company has been working with leading energy and utilities companies for
datawarehousing/business services.



E-Commerce



"WiproWebSecure was adopted by several large enterprises and has the potential
to become a solid product," said Gartner.


After success in the global IT services space, Wipro Technologies has now made
progress in the IT product segment. WiproWebsecure, our Application Security
product, has achieved significant milestones during the year.


Gaining widespread recognition, the product saw successful implementation in
Home Depot and Lattice Group among others. Proof of its efficacy was also seen
when leading market researcher Gartner named Wipro Technologies as a niche
player in the Magic Quadrant of the extranet access management market for its
Web security product, WiproWebSecure.


Wipro Infotech -


A Customer-centric vision fuelled by Quality


The year 2001-02 saw Wipro Infotech establish itself as a comprehensive IT
services provider, with the strong success of our software solutions business.
From architecting and integrating IT solutions to managing IT infrastructure,
Wipro's customers today, recognize and appreciate Wipro's ability to deliver
high quality, reliable and cost effective IT solutions. A proposition that is by
the day, getting wider and deeper, ranging from core IT infrastructure and
value-added IT services to high-end software services.


For us at Wipro Infotech, who believe that IT is a business enabler, it was a
great challenge to provide continued business value to our customers in
difficult market conditions. This was made possible by our comprehensive range
of offerings and our single-minded devotion to Quality on all fronts - products,
services, people and processes. This powerful combination drove the company
closer to its customers. Consequently, our journey through the fiscal has seen
several prestigious customer wins, recognition by principals and the industry.


Growth in Services - a continual process


The depth and width of our services portfolio has been instrumental in growing
our services business substantially. We further strengthened our technology
integration practice this year by launching call center integration and storage
integration services thereby augmenting our existing portfolio of network
integration, telecom integration, platform integration, data center services.
With the integration of Wipro Net into our portfolio last year, we now offer a
range of remote management services in addition to our already robust managed
security services.


Our strength and leadership in integration services found its reward, when we
were awarded India's No. 1 network integrator by Voice & Data magazine for the
fourth consecutive year. What was more significant though, was the fact that
during the year, we won close to 50 infrastructure management contracts, taking
our total number to 196. This included a prestigious 2-year contract from the
Department of Registration and Stamps, Govt. of Andhra Pradesh. We also won over
260 system integration contracts.


Further, our thrust on building the telecom integration practice saw us win two
of the country's largest system integration contracts from the telecom sector.
Over 1100 Availability Services contracts were signed during the year.



Successful year in Software Services



This was our first full year in the software services area in the domestic
market. Today, we offer the strength of our global best practices in India
including robust project management methodologies and quality processes. A
combination of re-usable frameworks coupled with best-of-breed solutions helps
us offer reduced cost of ownership and enhanced value on customers' total IT
investments.


We won several prestigious projects in core business areas of end-to-end ERP
implementation, transport optimization, web based dealer integration, HR
information systems, mediation implementation and IT consulting. Most of these
were won against stiff competition from global IT Services companies. We won
over 65 projects during the year including a few from multinational
organizations in India.


[chart]


"We enjoy working with the Wipro team who take care of the overall project
completion. Even though the contract is for specific project areas, we find that
Wipro's consultants have been helping us in other areas as well; a fact clearly
noticed by our chief financial officer." S.R. Balasubramanian - Vice President
(IT), HDFC Bank


Managing content for a financial portal


-  A case study


The Customer: One of India's premier credit rating firms.


The Challenge: To provide real-time financial analysis, updates, automate
content and workflow processes.


The Solution: Having studied the customer's requirements, Wipro helped the
customer choose the right technology platform for content management. Backed by
domain expertise in financial services, Wipro implemented the project
end-to-end, including hardware, software and hosting. A whole host of web based
interactive tools, online payment transactions, personalization and elaborate
registration, subscription and shopping cart modules were integrated. As a
result, the portal now has a number of modules with diverse functionalities,
automated workflow processes, complex database synchronization and a dynamic and
well-defined caching to ensure speed and efficient traffic handling.


Launch of Consulting Services: moving up the services value chain


The last two decades has seen us gain significant experience in the IT domain,
both in the software and in the hardware arena, in India and worldwide. This has
put us in an ideal position to launch our IT consulting services practice. Our
consulting services are woven around four pillars. They include:


Strategic consulting services


These services facilitates clients to articulate, implement, monitor and
continuously evolve powerful strategies. This specifically comprises:


Business planning/business process improvement - This includes assisting clients
in the articulation and implementation of their strategy, which would assist
clients in business and financial modelling.


IT strategy articulation and implementation - This includes strategic IT
articulation and deployment to ensure that technology enables clients attain
their ambitious business plans.


Business technology consulting


This includes understanding underlying business architecture of the client in
the context of the dynamic business landscape to assess the need for a
technology.


IT governance and optimization consulting


Here, we assist businesses carry out an assessment of their Information
Technology Management Processes, benchmark the same with industry standard
practices and provide concrete action steps to bridge the concomitant gaps.


Process consulting


This encompasses business process improvement and change management consulting.
The services offered include organization-wide framework consulting and
application assistance for Six Sigma implementation, as well as process
improvements in specific areas using Six Sigma methodology. Our experience with
SEI CMM and PCMM would be offered as a service to our customers.


Business Continuity and Risk Management consulting


As an end-to-end consulting and solutions provider in information security,
Wipro offers services ranging from risk consulting, business continuity planning
and security solution architecting to preventive consulting services like
security solution integration, thus addressing customer needs through the entire
lifecycle.



Making a mark in Asia Pacific



Having established ourselves strongly in the domestic market over the last two
decades, we have set our sights on extending this leadership into the Asia
Pacific and the Middle East. In line with this objective, we successfully
launched our operations in the Asia Pacific and Middle East markets. Today, we
have full-fledged business offices in Dubai and Singapore with presence in
Sydney, Taipei, Bangkok, Hong Kong and Saudi Arabia. In the very first year of
operations, we received an encouraging response from customers across the region
including a prestigious project that we won from the Dubai e-Government to
provide data center management services. Our strategic alliance with IBM will
further enhance our IT services proposition to customers in the region.


Over 25 high-powered delegations from countries including Australia, New
Zealand, Bahrain, Korea, China, Malaysia, Kazakhstan and the Middle East and
Thailand visited our campus during the year. They comprised ministers,
dignitaries, senior bureaucrats, industrialists and even heads of state.


Consolidating leadership in the Enterprise Infrastructure market


[picture]


This was a challenging year in the enterprise infrastructure market with
customers downsizing or postponing IT infrastructure procurement. In such market
conditions, we emerged strong by growing our market share in the high-end PC
server market and retaining leadership position in the enterprise server and
networking market.


In addition to this, our products proposition was further augmented with the
launch of the Wipro LittleGenius range of corporate notebooks. This marked our
successful entry into the highly competitive notebook market. The year also saw
us win recognition from our enterprise partners. We were Sun Microsystems'
leading partner and were awarded `Best Distributor: Asia South-2001' by Sun
Microsystems. We continued to be lead partners for iPlanet, Citrix, Macromedia,
Computer Associates and IBM (Intel range of servers). We have been declared the
largest sales partner for Cisco and were adjudged `Outstanding Partner' for
Cisco in the high technology area including IP telephony. Wipro Infotech has
also been declared as the largest partner for HP Openview.


We announced a strategic alliance with IBM in the latter part of the year. With
this, we now have an even wider range of computing platforms to offer to our
customers in India. This has also helped us enhance our services offerings
around these platforms to customers in India.


[picture]


01markets: Cost effective procurement services to customers


01markets established itself during the year as a successful e-procurement
business with transactions of Rs. 2041 million through 104 procurement auctions
spread across 6 industry verticals.


01markets enabled its clients to identify procurement savings in the range of 9
to 10% for direct as well as indirect goods. Clients also benefited from
substantial reductions in their sourcing


cycle times. 01markets was awarded the Golden Peacock Award for Innovation
Management for the year 2001.


Quality: The imperative for Customer satisfaction


The Quality journey at Wipro Infotech has seen us pass newer milestones during
the year. Our application of the Six Sigma methodology enabled us to offer
higher value to customers through continuous business process improvement. We
initiated 110 new Six Sigma projects during the year, and we today have 17 Black
Belts across Wipro Infotech.


We were awarded the ISO 14000 certification for our manufacturing facility in
Pondicherry. We also acquired the ISO 9001:2000 certification for our
infrastructure management services practice during the year. Both these
certifications are a step closer to enhancing customer satisfaction through
continuous improvement of current processes.


Innovation: Key to Customer satisfaction


At Wipro Infotech, we believe it is our ability to innovate that leads to
customer satisfaction. The focus of our Innovation framework is to learn from
experience, build on expertise and create solutions and services that satisfy
the customers' stated and latent needs. Our Innovation methodology, saw early
success, with the launch of several new practices including storage consulting,
IT outsourcing and Six Sigma consulting, which today is an integral part of our
overall consulting framework.


The knowledge edge


At Wipro Infotech, we believe it is critical to stay in a mode of continuous
learning. Our Knowledge Management initiative took significant strides in the
areas of learning and knowledge extraction, enhancement and practice.


Building a virtual sales team for a leading Indian FMCG company - A case study


The Customer: A leading FMCG company with leading brands and a network of 5
factories, 28 depots, 3400 distributors and 1.4 million retail outlets. A
sales-force of 250 sales persons and a distributor sales team of 3000.


The Challenge: To create a virtual office on the web for the sales team. A
mobile workforce, the team needed to access information and data from the field,
so that sales could be monitored in real time and corrective actions taken as
and when required.


The Solution: We designed, developed and implemented the portal, and integrated
web-applications with the ERP solution. The portal captures secondary sales data
and analysis of sales and stock availability for every distributor, distributor
sales team performance, outlet monitoring, merchandising monitoring and new
product performance monitoring. It also featured employee self service modules
like loan application, leave application, employee profile, sales force reports,
community features such as chat, bulletin board, classifieds, calendar
scheduling etc.


The success of the learning initiative has brought about a structured competency
model designed for the entire organization. Implementation of e-learning has
ensured mandatory skill training and uniform competency measurement across the
organization. Over 290 engineers were certified across diverse competencies and
over 1,500 employees were trained across 200 training programs spanning 8,600
training man-days. As part of the competency certification program, around 1,700
Business Partner engineers were also certified.


A key initiative to inculcate a culture of knowledge sharing and reusing in the
organization was


`Kalpavriksha' - the Knowledge Management portal. It has enabled uniform
knowledge dissemination across the organization and has also enabled Best
Practices sharing within the organization.


`TerraNova', our Center of Excellence opened its doors to customers this year.
The center is a showcase of our solutions and integration capabilities. Multiple
technologies and their working across diverse platforms are displayed, through a
replication of the customers' business environment.


TerraNova demonstrates solutions on Sun Microsystems, Cisco, Nortel, Intel and
HP platforms with a range of enterprise applications and products.



Leveraging the power of the Internet



The year in passing saw us leverage the power of the Internet to drive external
and internal efficiencies. We moved closer to our customers and partners through
the launch of robust, content-rich community websites and portals for our
business partners and customers. We also launched a sales force automation tool
as part of sales process improvement and this tool works as an
opportunity-tracking device for all listed customer accounts.


Employee productivity was enhanced through the launch of various applications in
the areas of recruitment, human resources, administration, finance, legal,
marketing and operations, all of which translated into greater customer
satisfaction.


Vertical Solutions: Bringing us closer to the customer


To ensure that we address our customers' total IT requirements ranging from
products to highend solutions most effectively, we reorganized ourselves into
six verticals, with independent solutions, frameworks and strategies being
created for each vertical. The six verticals identified include finance, banking
and insurance, manufacturing, IT and IT enabled services, telecommunications,
healthcare and government. This initiative we believe, is key to offer business
value to our customers. We are constantly striving to leverage our domain
knowledge in each of the above verticals to offer a customized mix of products,
services and solutions that meet vertical-specific requirements.


Wipro Healthcare and Life Science - Driving the convergence of Healthscience and
IT to deliver Quality solutions to build a healthy future


Wipro has been addressing the Healthcare services market through its Wipro
Biomed division and Wipro GE Medical Systems Ltd. These businesses, which focus
on the device market in India, have performed exceedingly well and are presently
market leaders in their respective fields.


Wipro in its constant quest for looking at new business opportunities where it
can add value, announced in April 2002 its new venture - Wipro Healthcare and
Life Science, which will address the requirements of the Bio-IT market, where
Information Technology converges with Life Science. The estimated addressable
market opportunity is around $25 billion, growing at over 20% annually. The key
regions of focus are USA, Europe and India. The existing business of Wipro
Biomed and the existing client base of Wipro Technologies in the Healthcare
vertical will be transferred to Wipro Healthcare and Life Sciences business
unit. This business will offer solutions in three core areas:



Healthcare Information Technology to Health Delivery System



Our focus is the complete Healthcare delivery system which includes Hospitals,
Physician Practices, HMOs and Health Insurance companies. The solutions would be
defect-free Six Sigma engineered. Our unique value proposition is the ability to
integrate the healthcare enterprise, thereby delivering a improved workflow and
reducing costs for our customers. Some of the solutions, which we are presently
offering are Hospital Information Systems, Clinical and Lab Information Systems
and web based HIPAA Compliant, Internet based Electronic Claims systems and
other custom solutions.



Discovery IT to Life Science Companies



Here, our focus is providing IT solutions to drug discovery companies where we
shall IT enable the parts of the drug discovery process, thereby crashing the
drug development times significantly. We are also entering the field of IT
enabling the filing of FDA approval process. Wipro Biomed addresses the clinical
and scientific devices market in India. It markets and services equipment of
leading companies like Beckman Coulter and Agilent, which offer leading edge
technology to medical and life science institutions.


Software Design and Engineering services to large medical device and Healthcare
Information Technology vendors


[picture]


Building on the existing strengths of Wipro in embedded devices and software
engineering excellence, we provide solutions to address large medical device
companies and Healthcare Information Technology vendors.


Wipro's domain knowledge and customer relationships will provide Wipro a
distinct advantage to address the requirements of this emerging segment. We
would leverage the technological edge, certified quality processes and people to
bring significant value to our customers by giving them timely, defect free and
value for money solutions. This would improve competitiveness of our customers
and thereby improve outcome for their patients.


Wipro Consumer Care and Lighting -


Creating consumer trust through Quality


A passion for Quality


At Wipro Consumer Care and Lighting we understand that Quality is a never ending
journey. It's our passion for Quality that ensures we are constantly enhancing
the value of our brands and continuously introducing innovative products to
enrich the lives of our customers.



Quality Brands



Wipro Consumer Care and Lighting division has strong brands addressing consumer
needs in personal wash, toiletries, personal grooming, baby care, cooking medium
and lighting categories. Our product range comprises:



Santoor Soap, Santoor Talc




Wipro Shikakai Soap




Milk & Roses Soap




Wipro Active Talc




Wipro Baby Soft Range



Wipro Brand Domestic lighting,


Commercial and Institutional lighting


[picture]



Insights into Quality



At the heart of each of our brands and strategies are key customer insights. An
extensive use of market research helps us understand the changes taking place in
our customer's lives and how their needs are evolving. Proprietary research
methodologies help us develop innovative offerings and products to meet these
changing needs and therefore deliver satisfaction.


With the inherent belief that the customer is the final judge of our product
Quality, we have undertaken a number of steps to ensure that all the customer
defined parameters of our Quality are monitored, constantly benchmarked and
improved upon. These include factors like defect free manufacturing, easy
availability and product attribute ratings. Here, Six Sigma tools have helped us
develop robust processes to eliminate defects in manufacturing. Similarly, our
extensive distribution network, ensures our division's consumer product is
available in more than one million retail outlets across the country. In
addition, our distribution and servicing are also benchmarked against
competition and constantly monitored to ensure improvements are taking place.



Creating value for the Customer



"Wipro Baby Soft nappies and diapers are a big help...no need to wash clothes,
just change the nappy...the baby is happy because it is softer than cloth and
keeps him dry...it also gives me the freedom to do all the things I want without
spending time on changing wet clothes." Mrs. Sindhu Menon, mother, Cochin.


In the Baby Care category for example, customers talked of how doctors routinely
prescribed medicinal tablets for babies at dosage levels like half a tablet or
quarter of a tablet. But attempts to split the tablet normally led to a powdered
tablet and the mother unsure of whether the child had got the right dosage. This
insight led to the development of the `Wipro Baby Soft Tablet Cutter' - designed
to hygienically solve this dilemma. This product has had an ecstatic response
amongst mothers across the country.


In the lighting category, where consumers were looking for an assured life of
the light bulbs they purchased, Wipro Longlite bulbs were designed to last 30%
longer than normal bulbs. Similarly


in lighting fittings, where customers were worried about products turning
defective very soon, we launched a new product - Wipro Prima with a 5 year
guarantee, a first for the category. Both innovations have been well appreciated
by consumers.


"Your Fantasy range is excellent in form and function...a beauty with brains."
Raju Mahagaonkar, Chairman, Indian Institute of Interior Designers, Pune.


To continue our story of creating value, in our Commercial and Institutional
lighting business we developed special products for the Pharma and Software
industries which have helped us dominate these segments. These include lighting
designed to be free of glare and free from electromagnetic interference for the
software industry and special lighting for operation theatres in hospitals.


All of these insights leading to innovation only illustrate our approach to
constantly enhance value in each and every one of our offerings.


Building consumer trust


"See, how my skin glows. Using Santoor makes me look and feel younger. I trust
only Santoor." Jayshree, housewife, Vijayawada


The Indian woman is constantly evolving and expects her brands to do the same.
Advanced qualitative and quantitative research tools were used to develop the
marketing mix for the re-launch of our lead brand Santoor. The brand's new
communication showed the Santoor protagonist as being spontaneous, caring,
nurturing and a role model for her child. All the values that our consumers
instantly identified with and which in turn helped strengthen and heighten the
emotional bond of our customers with Santoor.


Milestones in the Quality journey


[picture]


Customers acknowledge and reward our brand and product Quality. Santoor is one
of the leading brands in South and West India and the number one brand in Andhra
Pradesh.


Wipro Shikakai, a hair care soap is a leader in its category.


Our brand offerings in talc make Wipro the second largest player in the talc
category.


Wipro Baby Soft is among the top two brands in the baby care segment.


In Lighting, we have made tremendous strides in South and West India and are
amongst the top brands here.


In Institutional Lighting we have been growing at a good pace and dominating our
focus segments.


But in the same breath, we aren't resting on our laurels, because we know that
the Quality journey is a never ending one.


Innovation and Digitization


for Customer satisfaction


At Wipro, Innovation is a means to provide value add to our Customers, and it is
so integral to us, that we articulated it in our Promise statement in 1998.
Innovation is one of our four Values. While we have always worked on providing
innovative solutions to the customer, we wanted to give Innovation a specific
thrust.


We have defined Innovation as the "implementation of a new idea resulting in a
marketable product or service". The objective is to drive revenues through the
development of Intellectual Properties that yield new products and services.


A team is set up directly under the Chairman's office to give it the required
thrust and attention. Similarly, in both Wipro Infotech and Wipro Technologies
we have set up teams to oversee the Innovation initiative. We have studied the
best practices on Innovation and have formulated a structured process to capture
ideas, fund potential ideas, have structured periodic reviews, and develop a
`go-to-market strategy'. An important aspect is to be able to drop ideas and
projects early enough, and to ensure that we capture what we learned from these
projects. We have a formal reward and recognition process for idea generators
and the core members who work on the development of these Innovation projects.


We have defined three themes under which we have taken up the projects - Home
Networking, Content Commerce and Collaboration and Knowledge Management.
Customer inputs and Customer buy-in is an integral part of our process. This has
helped us to screen and shape the ideas into viable marketable products. We have
had revenues in the first year of implementation for each of these themes.
Currently, we have over 200 people working on 10 innovation projects. We are
encouraged with the results of the Innovation initiative, which reaffirms our
faith in this initiative.


Digitization for the future


Over the past two years, we have been rapidly digitizing all our critical
business processes, thereby touching employees, clients, business partners,
vendors and stakeholders. We began by building a suite of employee self-service
applications that would help our employees transact easier and faster. Not only
did this eliminate almost all paperwork in Wipro, but has also improved the
productivity of our operations support staff by 25%.


Today, Wipro's private network connects all locations of Wipro for data, video
and voice, thus transforming Wipro into a truly global company. Our multi-point
audio and video conferencing facilities have bridged the oceans and cut down the
need for travel. Our overseas clients rely on this for project reviews.


Our employee portal, designed by the employee for the employee, has become an
arena for learning, fun and employee bonding. It has brought quality processes,
knowledge management systems, and project management systems to the employee
desktop, thus enriching the work environment at Wipro and improving employee
productivity and work Quality.


While our web enabled billing and collection process is providing transparency
to our customers, our dealer portals provide the convenience of on-line
configuration and anytime order booking. Even our procurement process has become
more transparent to our vendors, as we use the digitized reverse auction process
to get the best prices. With bandwidth prices falling, we expect our
digitization initiative to gather even greater momentum, as more of our
stakeholders connect


Contributing to a Quality environment and society


[picture]


At Wipro, we are highly sensitive to the impact of our business activities on
environment and society. This is reflected in the measures taken to monitor and
control resources and activities that interact with nature and people.


Wipro's environment, health and safety policy


At Wipro, we are committed to providing a safe and healthy work environment to
all the employees and associates. This is done with the help of suitable
management systems that are aimed at:


Prevention of accidents - through fire, security losses, damages to property,
personal injuries and loss of life


-  Conservation of natural resources - by efficient use of energy, water and
effective utilization of waste


-  Prevention of pollution and hazards


-  Compliance with legislation and regulations that are relevant to our
organization


-  Development of safe work practices by regular training to employees and
support staff


-  Periodic review of systems and processes aimed at continual improvement


Our efforts to improve our standards continuously and an effective Environmental
Management System (EMS) in place has resulted in us being awarded the ISO 14001
certification.


This in effect certifies that Wipro as an organisation has a series of
International Standards for EMS, voluntary standards that establish and
objectively evaluate EMS, `Process Standards' and not just `Performance
Standards', a standardized and internationally recognized blue print for
effective EMS and a frame work for setting and establishing EMS. Wipro's EMS
initiatives are designed for optimum utilization of natural resources and
constant monitoring of environmental impact while providing service.


Some of the initiatives under this umbrella include:


Energy audit - Energy conservation - Water management - Land contamination
management - Waste management - Employee health and safety - Adoption of parks -
Effective stationery usage - Overcoming resource depletion


The benefits of these initiatives are:


-  Products/services are processed under a controlled environment


-  Reduction of energy consumption by 10%


-  Better monitoring and control systems


-  Increased awareness among employees resulting in 38% reduction in food
wastage


-  Quarter on quarter reduction of 10% in water consumption from conservation
measures



Wipro Applying Thought in Schools



[picture]


To Wipro, the future of the society depends on the ability of its children to
think analytically and creatively, and be a lifelong learner. Wipro believes
that the conventional education system is not equipping children with such
abilities. Children must acquire the skill of how to learn, rather than being
overwhelmed with a large amount of information, and must enjoy the process of
learning, so that what is learnt is retained.


We believe that the factors, which have led to the current state of education
are: examination boards test only the child's ability to recall facts, thus
reinforcing rote learning; curriculum is


designed to transfer maximum amount of information to the child, disregarding
the fact that it is impossible to do so given the rate at which "knowledge" is
growing; school managements are focused on delivering best results on board
examinations; teacher does not have an option but to focus on completing the
syllabus; parents want the child to get maximum marks so that more doors are
opened for the child. In the process, the real purpose of education is getting
lost. Therefore, we must influence changes with every stakeholder in the
education system.


The mission of the `Wipro Applying Thought in Schools' program is enhancing
creativity and problem solving skills among children by catalyzing systemic
changes. Recognizing that the teacher has the most profound influence on a
child's learning ability, at the heart of our program is teacher empowerment and
re-skilling. The teacher re-skilling program was launched in May 2001, to
provide comprehensive training on innovative teaching and assessment methods,
and support their active implementation within the classroom. Begun first in
Bangalore, its success has enabled us to take it forward to other cities in
India.


We are reaching out to parents in an attempt to change their world-view of the
purpose of education. A program to train parents is being put together, to
enable them to help their children acquire life skills, and support the changes
being brought about in the school.


[picture]


The School management, including the Principal, is the integral part of the
program to bring about systemic changes within the school to create an
environment for quality education. Wipro is helping the school management
recognize specific systemic changes and assist in its implementation. As the
program scales up, Wipro would lead changes in the curriculum and examination
system. For accelerating the systemic changes at the national level, we have
launched the Wipro Forum on Quality in Education. The Forum is intended to work
as a platform for sharing ideas and as a pressure group to bring about systemic
changes.


Wipro Applying Thought in promoting mind leaders


At Wipro, a natural extension of Applying Thought was to promote the many
talented youngsters in India, in the field of chess. While we took many
promising youngsters under our wing, our ambition saw fruition when P
Harikrishna, at 15, became India's youngest chess Grandmaster. His victory bore
testimony to the fact that `Applying Thought' is not just a business philosophy,
but also an approach to success in all human endeavor, be it at work or play.
This has further strengthened our resolve to make India a chess superpower. And
thus, we are nurturing five more budding talents in the future.


The Quality minds that lead Wipro -


Corporate Executive Council


Azim H Premji


Chairman and Managing Director


[picture]


Vivek Paul


Vice Chairman and Executive Officer - Wipro Technologies


[picture]


P S Pai


Vice Chairman and Executive Officer, Wipro Consumer Care and Lighting


[picture]


D A Prasanna


Vice Chairman and Executive Officer, Wipro Healthcare and Life Science


[picture]


Ranjan Acharya


Corporate Vice President, Corporate Human Resources Development


[picture]


Vineet Agrawal Corporate Executive Vice President, Mission: Quality, Innovation,
Brand and Corporate Communication


[picture]


Sudip Banerjee


President Enterprise Solutions, Wipro Technologies


[picture]


Tamal Das Gupta


Chief Information Officer


[picture]


Pratik Kumar


Corporate Vice President, Human Resources


[picture]


Girish S Paranjpe


President Finance Solutions Wipro Technologies


[picture]


Dr. A L Rao


President, Telecom and Internetworking Group Wipro Technologies


[picture]


M Seethapathy Rao


Managing Director, Wipro Fluid Power Limited


[picture]


Suresh C Senapaty


Corporate Executive Vice President, Finance and Chief Finance Officer


[picture]



Suresh Vaswani



President, Wipro Infotech


[picture]



As on April 30, 2002




REGISTERED AND CORPORATE OFFICE




WIPRO LIMITED



Doddakannelli, Sarjapur Road, Bangalore - 560 035, India
Tel: 91-80-8440011 Fax: 91-80-8440054



WIPRO TECHNOLOGIES



1995, El Camino Real, Suite 2000, Santa Clara,



CA-95050 USA.



Tel: 001-408-2496345 Fax: 001-408-6157174



WIPRO INFOTECH



Doddakannelli, Sarjapur Road, Bangalore - 560 035
Tel: 91-80-8440011 Fax: 91-80-8440216



WIPRO HEALTHCARE AND LIFE SCIENCE



Doddakannelli, Sarjapur Road, Bangalore - 560 035
Tel: 91-80-8440011 Fax: 91-80-8440054



WIPRO CONSUMER CARE AND LIGHTING



Doddakannelli, Sarjapur Road, Bangalore - 560 035
Tel: 91-80-8440011 Fax: 91-80-8440057



WIPRO FLUID POWER LIMITED



9B/10A, Peenya Industrial Area,


Phase 1, Bangalore - 560 058


Tel: 91-80-8394982 Fax: 91-80-8396450



WIPRO GE MEDICAL SYSTEMS LIMITED



4, Kadugodi Industrial Area


Sadaramangala, Bangalore - 560 067


Tel: 91-80-8452923 Fax: 91-80-8452924


Visit us at


www.wiprocorporate.com


www.wipro.com


www.wipro.co.in



WIPRO LIMITED






DIRECTORS' REPORT



Dear Shareholders,


The Directors present the Annual Report together with the audited Balance Sheet
and Profit and Loss Account of Wipro Limited for the year ended March 31, 2002.



AMALGAMATION/TRANSFER OF BUSINESS



The Scheme of Amalgamation of Wipro Net Limited with your Company has been
approved by the Hon'ble High Court of Karnataka on April 5, 2002. The erstwhile
Wipro Net Limited stands merged with your Company with retroactive effect from
April 1, 2001.


The shareholders of the Company had approved Ordinary Resolutions for transfer
of the Company's Fluid Power Business to Netkracker Limited with effect from the
opening hours of March 1, 2002 under Section 293(1)(a) of the Companies Act,
1956, by means of a Postal Ballot in accordance with the provisions contained in


Section 192A of the Companies Act, 1956 read with the Companies (Passing of the
Resolution by Postal Ballot) Rules, 2001. The name of Netkracker Limited has
since been changed to Wipro Fluid Power Limited.


The Annual Report of Wipro Limited for the year 2001-2002 has been prepared
after giving effect to the amalgamation of Wipro Net Limited as well as the
transfer of its Fluid Power Business.



FINANCIAL RESULTS



(Rs. in Millions)
--------------------
2002          2001
------        ------
SALES AND OTHER INCOME                                      34,677        30,863
PROFIT BEFORE TAX                                            9,501         7,656
Provision for tax                                              840           992
PROFIT AFTER TAX BEFORE EXTRAORDINARY ITEMS                  8,661         6,664
Extraordinary gains                                             --            16
PROFIT FOR THE YEAR                                          8,661         6,680
Appropriations:
Interim dividend on preference shares                           --            18
Proposed dividend on equity shares                             232           116
Corporate tax on distributed dividend                           --            14
Transfer to Capital Redemption Reserve                          --           250
Transfer to General Reserve                                  8,428         6,282


Sales of the Company for the year ended March 31, 2002 were Rs. 34,677 mns up by
12% and Profit after Tax before extraordinary items was Rs. 8,661 mns up by 30%
over the previous year. Over the last 10 years, the sales have grown at an
average annual rate of 22% and Profit after Tax at 53%. The Company's earnings
in foreign exchange of Rs. 23,495 million has recorded a growth of 30% over the
previous year.



DIVIDEND



The Directors recommend a dividend of Re. 1/- per equity share to be
appropriated from the profits of the year 2001-2002 subject to the approval by
the shareholders at the ensuing Annual General Meeting. After the approval of
the shareholders at the ensuing Annual General Meeting, the dividend will be
paid in line with the applicable regulations.



DIRECTORS



Mr. Hamir K. Vissanji, retired as a Director of the Company with effect from
January 15, 2002. During the year, the nomination of Dr. Nachiket Mor, Nominee
Director on behalf of a Financial Institution was withdrawn by the Financial
Institution as per the Reserve Bank of India guidelines, consequent to his
appointment as a Director of ICICI Bank Limited. The Directors place on record
their appreciation of the invaluable contributions made by Mr. Hamir K. Vissanji
and Dr. Nachiket Mor during their tenure as Directors on the Board of Directors
of the Company.


Dr. Ashok Ganguly, Mr. B.C. Prabhakar and Mr. N. Vaghul, retire by rotation and
being eligible offer themselves for re-appointment.


Prof. Eisuke Sakakibara and Mr. P.M. Sinha were appointed as Additional
Directors of the Company with effect from January 1, 2002 till the conclusion of
the ensuing Annual General Meeting.


Mr. D.A. Prasanna was appointed as Additional Director of the Company with
effect from April 15, 2002 till the conclusion of the ensuing Annual General
Meeting. Mr. D.A. Prasanna was also appointed as a whole-time Director of the
Company designated as Vice Chairman and Chief Executive Officer of the Company's
Health Care & Life Science business with effect from April 19, 2002.



33




WIPRO LIMITED







Shareholders' consent is requested for re-appointment of Prof. Eisuke
Sakakibara, Mr. P.M. Sinha and Mr. D.A. Prasanna as Directors of the Company as
per the resolutions contained in the Notice convening the Annual General
Meeting.



FIXED DEPOSITS



Fixed deposits from the public as at March 31, 2002 were Rs. 0.84 mns and the
unclaimed deposits as on that date were Rs. 0.84 mns.



SUBSIDIARY COMPANIES



As required under Section 212 of the Companies Act, 1956, the Annual Reports
together with Balance Sheet and Profit and Loss Account for the year ended
2001-2002, of the subsidiary companies, Wipro Trademarks Holding Limited, Wipro
Prosper Limited, Wipro Fluid Power Limited, Wipro Welfare Limited, Wipro Inc.,
Enthink Inc., and Wipro Japan KK are attached.



AUDITORS



The auditors M/s. N.M. Raiji & Co., retire at the conclusion of ensuing Annual
General Meeting. The Audit Committee of the Board recommends the re-appointment
of M/s. N.M. Raiji & Co. as Auditors for a further period of one year.



PERSONNEL



Information as per Section 217(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules, 1975 is given in the Annexure
forming part of this report.



WIPRO EMPLOYEE STOCK OPTION PLAN (WESOP)



The Wipro Employee Stock Option Plan 1999 and 2000 were successful in enhancing
employee commitment. The details of options granted under WESOP 1999 and 2000
are given below:


SL. NO.       DESCRIPTION                               WESOP 1999                     WESOP 2000
-------     ---------------                             ----------                     -----------
a.         Options granted                           5,230,150                         9,266,144


b.         Pricing formula                Fair Market Value i.e., the market    Fair Market Value i.e., the
price as defined by Securities and    market price as defined by
Exchange Board of India from          Securities and Exchange Board
time to time.                         of India from time to time.


c.         Options vested                              816,571                           411,414


d.         Options exercised                           146,839                                --


e.         Total number of shares                      146,839                                --
arising as a result of
exercise of option


f.         Options lapsed*                                  --                                --


g.         Variation of terms of options                   NIL                               NIL


h.         Money realized by exercise               Rs. 160,120,926                           --
of options


i.         Total number of options in force               3,885,958                    8,472,514


Employee wise details of options
granted to:


(i)    Senior Management                       No. of Options
Vivek Paul                                        55,000                           --
P.S. Pai                                          25,000                           --
Dileep K. Ranjekar                                16,000                           --
Suresh C. Senapaty                                16,000                       12,500
Suresh Vaswani                                    13,500                       12,500
M.S. Rao                                           4,000                           --
Vineet Agrawal                                     9,000                       12,500


(ii)   Employees holding 5% or more                         NIL                          NIL
of the total number of options
granted during the year



34




WIPRO LIMITED







SL. NO.       DESCRIPTION                               WESOP 1999                     WESOP 2000
-------     ---------------                             ----------                     -----------
(iii)  Identified employees who were                  NIL                              NIL
granted option, during any one
year, equal to or exceeding 1%
of the issued capital (excluding
outstanding warrants and
conversions) of the Company
at the time of grant


AS OF MARCH 31, 2002


j.        Diluted Earnings Per Share pursuant
to issue of shares on exercise of
option calculated in accordance with
International Accounting
Standard (IAS) 33.                           37.41






*   As per the Plan, options lapse only on termination of the Plan. If an Option
expires or becomes unexercisable without having been exercised in full, the
unpurchased shares, which were subject thereto, shall become available for
future grant or sale under the Plan.



ADS 2000 STOCK OPTION PLAN



Under the ADS 2000 Stock Option Plan, 677,450 stock options representing 677,450
American Depository Shares each representing one equity share of Rs. 2/- each
were granted to the employees. The details of options granted under the ADS 2000
Stock Option Plan to Senior Management are given below:



OPTIONS GRANTED TO SENIOR MANAGEMENT



NAME                  OPTIONS
----                  -------
Vivek Paul                   160,000
Suresh C. Senapaty             3,000



RESEARCH AND DEVELOPMENT



Our R&D efforts continued in the area of Routing and QoS protocols for the Edge
Routers. (Mpls, Ospf, Bgp4, Rsvp-TE, Cops and Sip). We have set up a lab for the
testing and integration of the above protocols, their inter-working and a lab
for Enterprise application testing with Rational under Interop.


We also built capabilities in 3G Core Networks (UMTS), 3G Testing, NGN
Applications, Management of Convergent Neworks, Metro Optical Networks and
Gigabit Ethernet by Standards body participation, reference solution building
and creating internal technology forums.


We have also envisioned and conceptualized a workflow solution "Flow-briX" to
address the comprehensive need for Publishing and Media segment.


The total expenditure on R&D during the year was Rs. 150 million including
capital expenditure of Rs. 23 million.



FOREIGN EXCHANGE EARNINGS AND OUTGOINGS



The foreign exchange earnings of the Company during the year were Rs. 23,495
million while the outgoings were Rs. 11,963 million (including materials
imported).



REPORT ON CORPORATE GOVERNANCE



A detailed report on Corporate Governance has been included separately in the
Annual Report.



DIRECTORS RESPONSIBILITY STATEMENT



As required under Section 217(2AA) of the Companies Act, 1956, it is hereby
stated that:


a)  in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;


b)  the Directors had selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the
Company for that period;



35




WIPRO LIMITED







c)  the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and


d)  the Directors had prepared the annual accounts on a going concern basis.



ACKNOWLEDGEMENTS



The Directors thank the Company's customers, suppliers, bankers, financial
institutions, Central and State Governments and shareholders for their
consistent support to the Company. The Directors also sincerely acknowledge the
significant contributions made by all the employees for their dedicated services
to the Company.




ON BEHALF OF THE BOARD






AZIM H. PREMJI



Bangalore, April 19, 2002                             Chairman




36




WIPRO LIMITED






REPORT ON CORPORATE GOVERNANCE




INTRODUCTION



"Good Corporate Governance" is governance with the highest standards of
professionalism, integrity, accountability, fairness, transparency, social
responsiveness and business ethics. Good Corporate Governance, is a critical
doctrine to the global economic system, enabling the business to not only
effectively and efficiently achieve its corporate objectives but also provides
it the structure and methodology to sustain its survival in a globally
competitive environment. Your Company has always been managed with the
principles of "Good Corporate Governance".



CORPORATE GOVERNANCE AT WIPRO



In 1999-2000, your Company initiated the process of making substantial
disclosures on the Company and its Board of Directors in the Annual Report and
strengthened it further during 2000-2001. While continuing to make similar
disclosures, we have benchmarked your Company's corporate practices with the
guidelines recommended by the SEBI Committee on Corporate Governance. We are
glad to inform you that the Company adheres to all the mandatory recommendations
made by the SEBI Committee.


I   BOARD OF DIRECTORS


A   THE BOARD OF DIRECTORS OF THE COMPANY SHALL HAVE AN OPTIMUM COMBINATION OF
EXECUTIVE AND NON-EXECUTIVE DIRECTORS WITH NOT LESS THAN FIFTY PER CENT OF
THE BOARD OF DIRECTORS COMPRISING OF NON-EXECUTIVE DIRECTORS. IN CASE THE
COMPANY HAS AN EXECUTIVE CHAIRMAN, AT LEAST HALF OF THE BOARD SHOULD
COMPRISE OF INDEPENDENT DIRECTORS.


The details of the Directors on the Board of your Company for the year
2001-2002 are given below:


NUMBER OF
MEMBERSHIP IN
DATE OF            BOARDS OF OTHER
NAME                CATEGORY             DESIGNATION            APPOINTMENT           PUBLIC COMPANIES
----                --------             -----------            -----------           ----------------
Azim H. Premji          Promoter               Chairman &             01.09.1968                11
Director               Managing Director


P.S. Pai                Executive Director     Vice Chairman          01.12.1998               Nil


Vivek Paul              Executive Director     Vice Chairman          26.07.1999                 1


Hamir K. Vissanji*      Non-Executive          Director               21.09.1956                 4
Director


N. Vaghul               Non-Executive          Director               09.06.1997                12
Director


B.C. Prabhakar          Non-Executive          Director               20.02.1997               Nil
Director


Jagdish N. Sheth        Non-Executive          Director               01.01.1999                 2
Director


Ashok Ganguly           Non-Executive          Director               01.01.1999                 7
Director


Eisuke Sakakibara**     Non-Executive          Additional Director    01.01.2002               Nil
Director


P.M. Sinha**            Non-Executive          Additional Director    01.01.2002                 4
Director


Nachiket Mor***         Nominee                Director               27.11.1996                 3
Director




*   resigned from the Board effective January 15, 2002.


**  appointed as Additional Directors with effect from January 1, 2002.


*** resigned from the Board effective July 19, 2001.



37




WIPRO LIMITED







B   ALL PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS
VIS A VIS THE COMPANY SHOULD BE DISCLOSED IN THE ANNUAL REPORT.


None of the non-executive directors have any pecuniary relationship or
transaction with the Company.



II  AUDIT COMMITTEE



A QUALIFIED AND INDEPENDENT AUDIT COMMITTEE SHALL BE SET UP HAVING A MINIMUM
OF THREE INDEPENDENT NON-EXECUTIVE DIRECTORS AS MEMBERS. THE ROLE OF THE
AUDIT COMMITTEE SHALL INCLUDE THE FOLLOWING:


-   OVERSIGHT OF THE COMPANY'S FINANCIAL REPORTING PROCESS AND THE
DISCLOSURE OF ITS FINANCIAL INFORMATION TO ENSURE THAT THE FINANCIAL
STATEMENT IS CORRECT, SUFFICIENT AND CREDIBLE


-   RECOMMENDING THE APPOINTMENT AND REMOVAL OF EXTERNAL AUDITOR, FIXATION
OF AUDIT FEE AND ALSO APPROVAL FOR REPAYMENT FOR ANY OTHER SERVICES


-   REVIEWING WITH MANAGEMENT THE ANNUAL FINANCIAL STATEMENTS BEFORE
SUBMISSION TO THE BOARD


The Audit Committee of the Board of Directors reviews, acts and reports to
the Board of Directors with respect to various auditing and accounting
matters, including the recommendation for appointment of our independent
auditors, the scope of the annual audits, fees to be paid to the independent
auditors, the performance of our independent auditors and our accounting
practices.


The Audit Committee also reviews audit observations of Wipro's Internal
Audit department pertaining to various Business Units (BU) and discusses the
same with BU Management. Wipro's Internal Audit is an ISO 9001:2000
certified function.


The Audit Committee comprises of the following three non-executive
directors. The Audit Committee reviews the audited quarterly and yearly
financial results with the Management before being submitted to the Board
for its consideration and approval.




Mr. N. Vaghul                          -     Chairman






Messrs B.C. Prabhakar and P.M. Sinha   -     Members




NUMBER OF MEETINGS HELD               NUMBER OF MEETINGS ATTENDED
NAME                                DURING THE YEAR                          DURING THE YEAR
----                           -----------------------               ---------------------------
N. Vaghul                                4                                           4


Nachiket Mor*                            4                                           1


Hamir K. Vissanji**                      4                                           2


B.C. Prabhakar***                        4                                           3


P.M. Sinha****                           4                                           1






*     resigned with effect from July 19, 2001 and attended the meeting held up
to that date.


**    resigned with effect from January 15, 2002.


***   co-opted with effect from July 19, 2001 and attended all the meetings
held after that date.


****  co-opted with effect from January 1, 2002 and attended all the meetings
held after that date.



III REMUNERATION OF DIRECTORS



A.  THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS SHALL BE DECIDED BY THE
BOARD OF DIRECTORS.


Non-executive directors were paid professional fees for the services
rendered by them to the Company during the year 2001-02 which was approved
by the Board of Directors of the Company at their meetings held on April 19,
2001 and September 3, 2001.



38




WIPRO LIMITED







B.  APPROPRIATE DISCLOSURES ON THE REMUNERATION OF DIRECTORS HAVE TO BE MADE IN
THE SECTION ON THE CORPORATE GOVERNANCE OF THE ANNUAL REPORT;


The details of actual payments made during the financial year 2001-02 to the
directors of the Company are given below:


a) REMUNERATION PAID TO PROMOTER AND EXECUTIVE DIRECTORS


(Rs. in 000s)
------------------------------------------------------------------------------------------------------------
OTHER                     NO. OF     NO. OF ADS
BASIC      COMMISSION/                     ANNUAL       DEFERRED     OPTIONS      OPTIONS        EXPIRATION
NAME                   SALARY      INCENTIVES    ALLOWANCE   COMPENSATION*     BENEFITS     GRANTED      GRANTED           DATE
----                  -------     -----------    ---------   --------------    --------     --------   ----------       ---------


Azim H. Premji            2,100         9,717            --         2,172         2,883            --            --              --


Vivek Paul **            15,463        29,152            --         1,533         2,319        55,000       160,000       Feb. 2009


P.S. Pai                  2,280         9,717         1,500         1,509           616        25,000            --       June 2006






*   In addition, the above directors were entitled to rent free furnished
residential accommodation or house rent allowance, leave travel concession,
reimbursement of medical expenses, personal accident insurance, fully
maintained Company car with driver, interest subsidy on housing loan,
gardener, watchman, electricity, servant and gratuity as per Company
policy. Deferred benefits in the case of Mr. Vivek Paul was Company's
contribution to Deferred Compensation Plan. In the case of others, it was
Company's contribution to Pension and Provident Fund.


**  Figures mentioned are rupee equivalent - as amounts were paid in US
Dollars.


b) PROFESSIONAL FEES PAID TO NON-EXECUTIVE DIRECTORS


Six of our non-executive directors were paid professional fees as detailed
hereunder:


Professional fees paid for the full year (2001-02)


(Rs. in 000s)
ASHOK GANGULY         B.C. PRABHAKAR          N. VAGHUL          DR. JAGDISH N. SHETH *
-------------         --------------          ---------          ----------------------
Professional fees         800                  400                   800                  1,221






*   Figures mentioned above are Rupee equivalent - as amounts were paid in US
Dollars.


Professional fees paid for part of the year (2001-02) **


PROF. EISUKE SAKAKIBARA ***                       P.M. SINHA
----------------------------                      ----------
Professional fees                                       486                                        250




**   Professional fees paid only with effect from date of appointment i.e.


January 1, 2002.


***  Figures mentioned above are Rupee equivalent - as amounts were paid in
Yen.



IV   COMPENSATION AND BENEFITS COMMITTEE



The Compensation and Benefit Committee of the Board of Directors, which was
formed in 1987, determines the salaries, benefits and stock option grants
for our employees, directors and other individuals compensated by our
Company. The Compensation Committee also administers our compensation
plans. The Compensation & Benefits Committee comprises of the following
three non-executive directors:




Mr. N. Vaghul                          -     Chairman






Messrs B.C. Prabhakar and P.M. Sinha   -     Members





39




WIPRO LIMITED







NUMBER OF MEETINGS HELD               NUMBER OF MEETINGS ATTENDED
NAME                                DURING THE YEAR                          DURING THE YEAR
----                           -----------------------               ---------------------------
N. Vaghul                                 4                                        4


Hamir K. Vissanji *                       4                                        2


B.C. Prabhakar                            4                                        4


P.M. Sinha**                              4                                        1


*   resigned with effect from January 15, 2002.


**  co-opted with effect from January 1, 2002 and attended all the meetings
held after that date.


V    BOARD PROCEDURE


A.   THE BOARD OF DIRECTORS OF A COMPANY SHALL MEET AT LEAST FOUR TIMES A YEAR,
WITH A MAXIMUM TIME GAP OF FOUR MONTHS BETWEEN ANY TWO MEETINGS.


During the last financial year, our Board met at four meetings held on
April 19, 2001, July 19, 2001, October 17, 2001 and January 17, 2002. All
the Board meetings were held at our Registered Office at Bangalore.


Agenda papers along with explanatory statements were circulated to the
Directors in advance for each of these meetings. All relevant information,
as recommended by the SEBI Committee on Corporate Governance as well as
items required under Clause 49 of the Listing Agreement were placed before
the Board from time to time. The details of Board meetings held during
2001-02 and attendance record of each of the Directors are given below:


NAME OF THE DIRECTOR            NUMBER OF MEETINGS HELD               NUMBER OF MEETINGS ATTENDED
--------------------            -----------------------               ---------------------------
Azim H. Premji                          4                                        4


P.S. Pai                                4                                        4


Vivek Paul                              4                                        4


Hamir K. Vissanji *                     4                                        2


N. Vaghul                               4                                        4


B.C. Prabhakar                          4                                        4


Jagdish N. Sheth                        4                                        3


Ashok Ganguly                           4                                        4


Eisuke Sakakibara **                    4                                        1


P.M. Sinha**                            4                                        1


Nachiket Mor***                         4                                        1






*   resigned with effect from January 15, 2002.


**  appointed with effect from January 1, 2002 and attended all meetings held
after that date. (***) resigned with effect from July 19, 2001 and attended
all meetings up to that date.


B.   COMPANY FURTHER AGREES THAT A DIRECTOR SHALL NOT BE A MEMBER IN MORE THAN
10 COMMITTEES OR ACT AS CHAIRMAN OF MORE THAN FIVE COMMITTEES ACROSS ALL
COMPANIES IN WHICH HE IS A DIRECTOR.


None of the Directors of our Company were members in more than 10
committees nor acted as chairman of more than five committees across all
companies in which they were directors. Details of Board memberships
positions occupied by the Directors, across all companies, have been given
at the beginning of the section.



40




WIPRO LIMITED






VI   MANAGEMENT



A    MANAGEMENT DISCUSSION AND ANALYSIS REPORT SHALL FORM PART OF THE ANNUAL
REPORT TO THE SHAREHOLDERS


The Company has provided a detailed Management Discussion and Analysis in
its Annual Report for the year 2001-02 in pages 82 through 89.


B    DISCLOSURES MUST BE MADE BY THE MANAGEMENT TO THE BOARD RELATING TO ALL
MATERIAL FINANCIAL AND COMMERCIAL TRANSACTIONS, WHERE THEY HAVE PERSONAL
INTEREST, THAT MAY HAVE A POTENTIAL CONFLICT WITH THE INTEREST OF THE
COMPANY AT LARGE.


During 2001-02, no transactions of material nature had been entered into by
the Company with the Management or their relatives that may have a
potential conflict with interests of the Company.



VII  SHAREHOLDERS



A    IN THE CASE OF APPOINTMENT OF A NEW DIRECTOR OR RE-APPOINTMENT OF A
DIRECTOR, THE SHAREHOLDERS MUST BE PROVIDED WITH THE FOLLOWING INFORMATION:


- A BRIEF RESUME OF THE DIRECTOR


- NATURE OF HIS EXPERTISE IN SPECIFIC FUNCTIONAL AREAS


- NAMES OF COMPANIES IN WHICH THE PERSON ALSO HOLDS THE DIRECTORSHIP AND
THE MEMBERSHIP OF COMMITTEES OF THE BOARD


The notice for the Annual General Meeting held on July 19, 2001 complied
with this requirement.


B    ALL INFORMATION LIKE QUARTERLY RESULT, PRESENTATION MADE BY COMPANIES TO
ANALYST SHALL BE PUT ON COMPANY'S WEBSITE


Our Quarterly and Annual results as well as copies of the Press Releases
and Company Presentations were displayed on the following web-sites i.e.
www.wiproindia.com and www.wipro.com


Apart from the above, we also regularly provided the information to the
stock exchanges as per the requirements of the Listing Agreements and
updated our websites periodically to include information on new
developments and business opportunities of the Company.


C    A BOARD COMMITTEE UNDER THE CHAIRMANSHIP OF A NON-EXECUTIVE DIRECTOR SHALL
BE FORMED TO SPECIFICALLY LOOK INTO THE REDRESSING OF SHAREHOLDERS' AND
INVESTORS' COMPLAINTS LIKE TRANSFER OF SHARES, NON RECEIPT OF BALANCE
SHEET, NON RECEIPT OF DECLARED DIVIDENDS, ETC. THIS COMMITTEE SHALL BE
DESIGNATED AS 'SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE'




ADMINISTRATIVE AND SHAREHOLDERS'/INVESTORS' GRIEVANCES COMMITTEE




The Administrative and Shareholders/Investors Grievance Committee
administered the following:


a. redress shareholder and investor's compliants etc. relating to transfer
of shares, non receipt of balance sheet, non receipt of declared
dividends


b. consolidate and sub-divide share certificates


c. approve transmission and issue of duplicate/fresh share certificate


d. open and close Bank accounts


e. grant and revoke general, specific and banking powers of attorney


The composition of the Administrative and Shareholders/Investors Grievances
Committee is as follows:


Mr. B.C. Prabhakar               -     Chairman
Mr. Azim H. Premji               -     Member


D    THE BOARD OF THE COMPANY SHALL DELEGATE THE POWER OF SHARE TRANSFER TO AN
OFFICER OR A COMMITTEE OR T