e6vk

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FkliCtJSgyFUW8W0dGd3SYAn2etdQlNqPu8wfmR9J2dlMSQ6bP5PDfITnu7Dpyb7 LHLgjtZw8DW4hGTefc4FHA== 0000950134-04-015311.txt : 20041020 0000950134-04-015311.hdr.sgml : 20041020 20041020123351 ACCESSION NUMBER: 0000950134-04-015311 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041020 DATE AS OF CHANGE: 20041020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIPRO LTD CENTRAL INDEX KEY: 0001123799 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16139 FILM NUMBER: 041086987 BUSINESS ADDRESS: STREET 1: SURVEY #76P & #80P DODDAKANAHALLI VILLAG STREET 2: VARTHUR HOBLI SARJAPUR RD BANGALORE CITY: INDIA 560035 MAIL ADDRESS: STREET 1: SURVEY #76P & #80P DODDAKANAHALLI VILLAG STREET 2: VARTHUR HOBLI SARJAPUR RD BANGALORE CITY: INDIA 560035 6-K 1 f02482e6vk.htm FORM 6-K e6vk

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the quarter ended September 30, 2004

Commission File Number 001-16139

Wipro Limited

(Exact name of Registrant as specified in its charter)

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

Karnataka, India
(Jurisdiction of incorporation or organization)

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India +91-80-2844-0011
(Address of principal executive offices)

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

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 2g 3-2(b).

Not applicable.

TABLE OF CONTENTS


DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6
EXHIBIT 99.7
EXHIBIT 99.8
EXHIBIT 99.9
EXHIBIT 99.10
EXHIBIT 99.11
EXHIBIT 99.12

DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

We hereby furnish the Commission with copies of the following information concerning our public disclosures regarding our results of operations for the quarter ended September 30, 2004. The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On October 15, 2004, we announced our results of operations for the three months ended September 30, 2004. We issued press releases announcing its results under U.S. Generally Accepted Accounting Principles (“GAAP”) and Indian GAAP, copies of which are attached to this Form 6-K as exhibits 99.1 and 99.2.

On October 15, 2004, we held a press conference to announce our results, which was followed by a question-and-answer session with those attending the press conference. The transcript of this press conference is attached to this Form 6-K as exhibit 99.3. On the same day, we also held two teleconferences with investors and analysts to discuss our results. Transcripts of those two teleconferences are attached to this Form 6-K as exhibits 99.4 and 99.5.

Our officers gave interviews with Dow Jones Newswires, Reuters, CNBC, TV channel Headlines Today, newspaper Times of India & newspaper Hindu BusinessLine concerning our results. Copies of the transcripts of these interviews are attached as Exhibits 99.6, 99.7, 99.8, 99.9, 99.10 & 99.11 respectively, to this Form 6-K.

Last, we placed advertisements in certain Indian newspapers concerning our results of operations for the three months ended September 30, 2004 under Indian GAAP. A copy of the form of this advertisement is attached to this Form 6-K as exhibit 99.12.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.


		Wipro Limited

		/s/ SURESH C. SENAPATY

		Suresh C. Senapaty
		Corporate Executive Vice President, Finance

Dated: October 20, 2004

INDEX TO EXHIBITS


Exhibits
99.1		U.S. GAAP Press Release

99.2		Indian GAAP Press Release

99.3		Transcript of October 15, 2004 Press Conference

99.4		Transcript of October 15, 2004 11:45 a.m. Earnings Call

99.5		Transcript of October 15, 2004 6:45 p.m. Earnings Call

99.6		Transcript of October 15, 2004 Dow Jones Interview with Suresh Senapaty, Corporate Executive Vice President, Finance of Wipro Limited

99.7		Transcript of October 15, 2004 Reuters Interview with Vivek Paul, Vice Chairman of Wipro Limited

99.8		Transcript of October 15, 2004 CNBC India Question-and-Answer Session with Company’s Officers

99.9		Transcript of October 15, 2004 TV Channel Headlines Today interview with Suresh Senapaty, Corporate Executive Vice President, Finance of Wipro Limited

99.10		Transcript of October 15, 2004 newspaper Times of India interview with Suresh Vaswani, President of Wipro Infotech

99.11		Transcript of October 15, 2004 newspaper Hindu BusinessLine interview with Suresh Vaswani, President of Wipro Infotech

99.12		Form of Advertisement Placed in Indian Newspapers

EX-99.1 2 f02482exv99w1.htm EXHIBIT 99.1 exv99w1

Exhibit 99.1

(WIPRO LOGO)

FOR IMMEDIATE RELEASE


		Contact:		Sridhar Ramasubbu Wipro Limited 650-316-3537

Results for the Quarter Ended September 30, 2004 under US GAAP
WIPRO RECORDS 67% GROWTH IN NET INCOME

Bangalore, India and Mountain View, California – October 15, 2004 - Wipro Limited (NYSE:WIT) today announced financial results under US GAAP for its second fiscal quarter ended September 30, 2004.

Highlights for the quarter ended September 30, 2004:

• Net Income was Rs. 3.8 billion ($84 million), representing an increase of 67% over the same period last year

• Revenue was Rs. 19.8 billion ($431 million), representing an increase of 47% year over year

• Global IT Services & Products Segment Revenue was Rs. 15.0 billion ($326 million), representing an increase of 45% over the same period last year

• Global IT Services & Products Earnings Before Interest and Tax (EBIT) was Rs. 4.0 billion ($88 million), representing an increase of 90% over the same period last year

• Rs.4.8 billion ($105 million) cash generated from continuing operations

• Global IT Services & Products added 34 new clients in the quarter (including 3 in its IT Enabled Services operations)

• Wipro’s India, Middle East & Asia Pac IT business segment signed a five year AUD 17 million contract with AXA Australia to provide Application Maintenance and Development Services to support their Wealth Management and Financial Protection products.

Outlook for the Quarter ending December 31, 2004

Azim Premji, Chairman of Wipro commenting on the results said “The strong results clearly demonstrate that Wipro is winning in a market where customers are seeking higher value. Our Global IT Services business delivered strong sequential Revenue growth of 13% and improved Operating Margins for the fifth successive quarter. We continue to benefit from the investments made over the last few years. We have good business momentum across our businesses. Coupled with our compelling portfolio of services, this gives us immense confidence on our long term prospects. Looking ahead, for the quarter ending December 2004, we expect our Revenue from our Global IT services business to be approximately $347 million.”

Vivek Paul, Vice Chairman, said “We continue to sustain our growth across all our key verticals and service lines in our Global IT business. Good volume growth and stable pricing environment resulted in Revenues of $327 million, ahead of our guidance of $318 million. Excellent execution and continuing focus on improving productivity helped deliver Operating Margin expansion. In terms of service lines, after a couple of subdued quarters, our Business Process Outsourcing business rebounded strongly with a sequential revenue growth of nearly 20%.”

Suresh Senapaty, Corporate Executive Vice President - Finance said, “Improvement in Operating Margin in our Global IT Services business was driven by better price realization for Onsite projects, an increase in the proportion of Revenues from Offshore projects, and continued operational improvements partially offset by lower utilization primarily due to a net addition of over 5,500 employees to our team, including around 3,300 in our IT Services business. Further, in a move that could significantly improve employee retention and enhance the alignment of employee interests with those of shareholders, we have issued Restricted Stock Units to our key employees.”

Wipro Limited

Total Revenues for the quarter ended September 30, 2004 were Rs. 19.8 billion ($431 million), representing a 47% increase over the corresponding period in the previous year. Net Income was Rs. 3.8 billion ($84 million), representing an increase of 67% over the same period last year. Earnings per share was Rs. 5.52 ($0.12) for the quarter ended September 30, 2004, representing an increase of 67% over the earnings per share of Rs. 3.31 (adjusted for the 2:1 stock dividend) for the quarter ended September 30, 2003.

Total Revenues for the six months ended September 30, 2004 were Rs. 37.5 billion ($817 million), representing a 49% increase over the corresponding period in the last year. Net Income for the six months ended September 30, 2004 was Rs. 7.1 billion ($154 million), representing an increase of 74% over net income for the same period last year. Earnings Per Share was Rs. 10.21 ($0.22) for the six months ended September 30, 2004, representing an increase of 74% over the earnings per share (adjusted for 2:1 stock dividend) of Rs. 5.87, for the corresponding period last year.

Global IT Services and Products (75% of Revenues and 88% of Operating Income for quarter ended September 30, 2004)

Our Global IT Services and Products business segment recorded Revenue of Rs. 15.0 billion¹ ($326 million) for the quarter ended September 30, 2004, representing an increase of 45% over the same period last year. EBIT was Rs. 4.0 billion ($88 million) for the quarter ended September 30, 2004, representing an increase of 90% over the same period last year. Operating Income to Revenue for the quarter ended September 30, 2004 was 27%, representing an increase of 7% from the quarter ended September 30, 2003. This increase was primarily due to higher price realization driven by productivity improvements, lower proportion of Selling, General and Administrative costs and the higher proportion of work carried out Offshore. EBIT for the quarter includes acquisition related charges of Rs. 50 million ($1 million), representing 0.3% of the segment Revenue, from the amortization of intangibles.

We had 37,063 employees as of September 30, 2004, which includes 24,050 employees in the IT Services business and 13,013 employees in the IT Enabled services business. This represents a net addition of 5,546 employees comprising the addition of 3,282 people in the IT Services business and 2,264 people in the IT Enabled services business.

During the quarter, we added 34 new customers comprising 10 customers in R&D Services, 21 customers in Enterprise Services and 3 new customers in the IT Enabled Services business.

India and Asia-Pac IT Services and Products (16% of Revenue and 5% of Operating Income for quarter ended September 30, 2004)

Our India and Asia-Pac Services and Products business segment (Wipro Infotech) recorded Revenue of Rs. 3.1 billion ($67 million) for the quarter ended September 30, 2004, representing an increase of 60% over the quarter ended September 30, 2003. EBIT for the quarter ended September 30, 2004, was Rs. 225 million ($5 million), representing an increase of 72% over the same period last year.

Operating Margin for the quarter ended September 30, 2004 was 7%, approximately the same as for the quarter ended September 30, 2003.

Consumer Care & Lighting (6% of Revenue and 4% of Operating Income for quarter ended September 30, 2004)

Our Consumer Care & Lighting business segment recorded Revenue of Rs. 1.1 billion ($24 million) for the quarter ended September 30, 2004, representing an increase of 29% over the quarter ended September 30, 2003. EBIT was Rs. 167 million ($4 million) for the quarter ended September 30, 2004, representing a 22% increase over EBIT of Rs. 137 million for the quarter ended September 30, 2003.

¹ Global IT Services & Products segment Revenues were Rs. 15.0 billion for the quarter ended September 30, 2004 under Indian GAAP. The difference of Rs. 64 million ($ 1 million) is attributable to different accounting standards under Indian GAAP and US GAAP for forward contracts.

Our results for the quarter ended September 30, 2004, computed under Indian GAAP and US GAAP, along with individual business segment reports are available in the Investor Relations section of our website at www.wipro.com.

For the convenience of the reader, the amounts in Indian rupees in this release have been translated into United States dollars at the noon buying rate in New York City on September 30, 2004, for cable transfers in Indian rupees, as certified by the Federal Reserve Bank of New York which is $1=Rs.45.91

Quarterly Conference call

Wipro will hold conference calls today at 11:45 PM Indian Standard Time (2:15 AM Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM Eastern time) to discuss the company’s performance for the quarter and answer questions sent to the email ID: lakshminarayana.lan@wipro.com or sridhar.ramasubbu@wipro.com . An audio recording of the management discussions and the question and answer session will be available online and will be accessible in the Investor Relations section of the company website at www.wipro.com shortly after the live broadcast.

About Wipro Limited

We are the first P CMM Level 5 and SEI CMM Level 5 certified IT Services company globally. We provide comprehensive IT Solutions and Services, including Systems Integration, Information Systems Outsourcing, Package Implementation, Software Application Development and Maintenance, and Research and Development services to corporations globally.

In the Indian market, we are a leader in providing IT Solutions and Services for the corporate segment in India offering System Integration, Network Integration, Software Solutions and IT services. We also have a profitable presence in niche market segments of consumer products and lighting.

Our ADSs are listed on the New York Stock Exchange, and our equity shares are listed in India on the Stock Exchange - Mumbai, and the National Stock Exchange. For more information, please visit our websites at www.wiprocorporate.com, www.wipro.com and www.wipro.co.in

Forward-looking and cautionary statements

Certain statements in this release concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

# # #
(Tables to follow)

WIPRO LIMITED & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)


	Three Months Ended September 30									Six months ended September 30
	2003			2004			2004			2003			2004			2004
							Convenience									Convenience
							translation into US$									translation into US$
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues :
Global IT Services and Products
Services	Rs.	10,196		Rs.	14,836		$	323		Rs.	19,383		Rs.	28,374		$	618
Products		26			79			2			62			79			2
India and AsiaPac IT Services and Products
Services		672			1,139			25			1,258			2,077			45
Products		1,259			1,959			43			1,993			3,576			78
Consumer Care and Lighting		863			1,110			24			1,644			2,136			47
Others		490			674			15			858			1,251			27

Total		13,506			19,797			431			25,198			37,493			817

Cost of Revenues:
Global IT Services and Products
Services		6,608			9,269			202			12,361			17,605			383
Products		22			75			2			42			74			2
India and AsiaPac IT Services and Products
Services		360			639			14			670			1,187			26
Products		1,107			1,774			39			1,758			3,249			71
Consumer Care and Lighting		563			709			15			1,058			1,349			29
Others		348			463			10			611			853			19

Total		9,008			12,929			282			16,500			24,317			530

Gross profit		4,498			6,868			150			8,698			13,176			287
Operating expenses :

Selling and marketing expenses		(1,313	)		(1,316	)		(29	)		(2,626	)		(2,617	)		(57	)

General and administrative expenses		(763	)		(937	)		(20	)		(1,549	)		(1,793	)		(39	)
Research and development expenses		(54	)		(73	)		(2	)		(112	)		(131	)		(3	)
Amortization of intangible assets		(80	)		(50	)		(1	)		(156	)		(99	)		(2	)
Foreign exchange gains / (losses), net		126			28			1			176			(440	)		(10	)
Others, net		21			25			1			52			31			1

Operating Income		2,435			4,545			99			4,483			8,127			177
Loss on direct issue of stock by subsidiary		—			(196	)		(4	)		(176	)		(196	)		(4	)
Other income, net		181			153			3			348			415			9
Equity in Earnings / (losses) of affiliates		6			33			1			(48	)		62			1

Income before income taxes and minority interest		2,622			4,535			99			4,607			8,408			183
Income taxes		(316	)		(679	)		(15	)		(518	)		(1,277	)		(28	)
Minority interest		(12	)		(21	)		—			(15	)		(42	)		(1	)

Net income	Rs.	2,294		Rs.	3,835		$	84		Rs.	4,074		Rs.	7,089		$	154

Earnings per equity share:
Basic		3.31			5.52			0.12			5.87			10.21			0.22
Diluted		3.29			5.48			0.12			5.85			10.14			0.22

*Additional Information*
Operating Income
Global IT Services & Products	Rs.	2,114		Rs.	4,020		$	88		Rs.	3,924		Rs.	7,345		$	160
India & AsiaPac IT Services & Products		131			225			5			195			330			7
Consumer Care & Lighting		137			167			4			274			319			7
Others		71			146			3			129			258			6
Reconciling Items		(18	)		(13	)		0			(38	)		(125	)		(3	)

Total	Rs.	2,435		Rs.	4,545		$	99		Rs.	4,483		Rs.	8,127		$	177

WIPRO LIMITED & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data and unless stated otherwise)


	As of Sep 30,
	2003			2004			2004
							Convenience
							translation into
							US$
	(Unaudited)			(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	Rs.	2,155		Rs.	2,447		$	53
Accounts receivable, net of allowances		7,837			12,126			264
Costs and earnings in excess of billings on contracts in progress		2,195			3,650			80
Inventories		1,934			1,294			28
Investments in liquid and short-term mutual funds		15,300			17,919			390
Deferred income taxes		241			226			5
Other current assets		3,085			2,596			57

Total current assets		32,747			40,258			877

Property, plant and equipment, net		8,212			11,167			243
Investments in affiliates		481			674			15
Deferred income taxes		198			220			5
Intangible assets, net		384			404			9
Goodwill		5,433			5,487			120
Other assets		679			718			16

Total assets	Rs.	48,134		Rs.	58,928		$	1,284

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Borrowings from banks	Rs.	404		Rs.	666		$	15
Current portion of long term debt		28			—			—
Accounts Payable		2,166			2,704			59
Accrued expenses		2,149			3,482			76
Accrued employee cost		1,633			3,062			67
Advances from customers		1,027			1,087			24
Other current liabilities		981			3,181			69

Total current liabilities		8,388			14,182			309

Other liabilities		216			417			9

Total liabilities		8,604			14,599			318

Minority interest		289			822			18
Stockholders’ equity
Equity shares at Rs. 2 par value: 750,000,000 shares authorized; Issued and outstanding: 697,701,411 and 698,951,673 shares as of September 30, 2003 and 2004		465			1,398			30
Additional paid-in capital		6,950			7,511			164
Deferred stock compensation		(25	)		(43	)		(1	)
Accumulated other comprehensive income / (loss)		(44	)		(1,754	)		(38	)
Retained earnings		31,895			36,395			793
Equity shares held by a controlled Trust: 3,910,830 and 3,945,780 shares as of September 30, 2003 and 2004		*			*			*

Total stockholders’ equity		39,241			43,507			948

Total liabilities and stockholders’ equity	Rs.	48,134		Rs.	58,928		$	1,284

	Rs.	(75,000	)	Rs.	(75,000	)	$	(1,634	)

* Equity shares held by a controlled trust

EX-99.2 3 f02482exv99w2.htm EXHIBIT 99.2 exv99w2

Exhibit 99.2

(WIPRO LOGO)

Results for the Quarter ended September 2004 under Consolidated Indian GAAP

Wipro records 79% growth in Profit After Tax

Quarterly Profit After Tax surpasses Rs. 4 billion; Fifth successive quarter of Operating Margin expansion in Global IT business

Bangalore, October 15, 2004 –Wipro Limited today announced its audited results approved by the Board of Directors for the quarter ended September 2004.

Highlights:

Results for the Quarter ended September 30, 2004

• Revenue for the quarter was Rs. 19.8 billion (Rs. 1,979 Crores), an increase of 44% year on year. Profit Before Interest & Tax (PBIT) grew by 88% year on year to Rs. 4.7 billion (Rs. 465 Crores)

• Profit After Tax grew by 79% year on year to Rs. 4.1 billion(Rs. 412 Crores)

Global IT Services & Products Revenue increased 46% year on year, at Rs. 15.0 billion (Rs. 1502 Crores)

• Global IT Services & Products PBIT was Rs. 4.1 billion (Rs. 413 Crores) , an increase of 93% year on year, contributed by volume growth and productivity improvements

• Global IT Services & Products Operating Margin was 28%, an increase of 1% over the quarter ended June 30, 2004

• Global IT Services & Products added 34 new clients in the quarter (including 3 in IT Enabled services business) .

• India, Middle East & Asia Pac IT business signs a five year AUD 17 million contract with AXA Australia to provide Application Maintenance and Development Services to support their Wealth Management and Financial Protection products

Outlook for the Quarter ending December 31, 2004

Azim Premji, Chairman of Wipro commenting on the results said “The strong results clearly demonstrate that Wipro is winning in a market where customers are seeking higher value. Our Global IT Services business delivered strong sequential Revenue growth of 12% and improved Operating Margins for the fifth successive quarter. We continue to benefit from the investments made over the last few years. We have good business momentum across our businesses. Coupled with our compelling portfolio of services, this gives us immense confidence on our long term prospects. Looking ahead, for the quarter ending December 2004, we expect our Revenue from our Global IT services business to be approximately $347 million.”

Wipro Limited

Revenues for the quarter ended September 30, 2004, were Rs. 19.8 billion (Rs. 1,979 Crores), representing a 44% increase over the previous year. Profit after Tax was Rs. 4.1 billion (Rs. 412 Crores), representing an increase of 79% over Profit after Tax for quarter-ended September 30, 2003. Revenues for the six-months ended September 30, 2004, were Rs. 37.5 billion (Rs. 3748 Crores), representing a 46% increase over the previous year. Profit after Tax for the six-month period was Rs. 7.7 billion (Rs. 769 Crores), a growth of 76%.

Global IT Services and Products

Global IT Services & Products grew its Revenue by 46% over Revenue for corresponding quarter last year to Rs. 15.0 billion (Rs. 1,502 Crores) and PBIT increased by 93% to Rs. 4.1 billion (Rs. 413 Crores). Operating Income to Revenue at 28% increased by 1% sequentially and by 7% year on year. R&D Services contributed 33% of the Revenue of Global IT Services. Enterprise Business contributed 56% of Revenues with the balance 11% being contributed by IT Enabled Services.

During the quarter, we added new 34 customers comprising 10 customers in R&D Services, 21 customers in Enterprise Services and 3 new customers in the IT Enabled services business.

Global IT Services and Products accounted for 76% of the Revenue and 89% of the PBIT for the quarter ended September 30, 2004.

Wipro Infotech – Our India, Middle East & Asia Pacific IT Services & Products business

For the quarter ended September 30, 2004, Wipro Infotech recorded Revenues of Rs. 3,004 Million a growth of 41% and Profit before Interest and Tax of Rs. 220 Million a growth of 57%. Services business contributed to 37% of total Revenue during the quarter. Services revenues grew by 69% compared to the previous year, fuelled by growth in Infrastructure Management Services, System Integration, Software Solutions and Consulting. Products business grew by 28% by value. The APAC and ME revenues for the quarter grew by 160% year on year.

Key Wins include a five -year contract for $17m with AXA Australia and a contract with LIC for implementation of an enterprise wide corporate active data warehousing solution. We won 26 Infrastructure Management Services contracts, 17 Systems Integration Contracts, 19 Software projects and 25 Consulting contracts during the quarter across India, AP AC and Middle East

For the third consecutive year, Wipro Infotech has been ranked as the Best Indian Brand by PC Quest magazine for the year 2003-04.

Wipro Infotech accounted for 15% of Revenue and 5% of the PBIT for the quarter ended September 30, 2004 .

Wipro Consumer Care & Lighting

Wipro Consumer Care and Lighting business recorded Revenue of Rs. 1,160 million with PBIT of Rs. 167 million contributing 6% of total Revenue and 4% of the Profit before Interest and Taxes for the quarter. PBIT to Revenue was 14% for the quarter.

Wipro Limited

For the quarter ended September 30, 2004 , the annualized Return on Capital Employed in Global IT Services was 73%, Wipro Infotech was 42%, Consumer Care and Lighting was 89%. At the Company level, the Return on Capital Employed was 42%, lower due to inclusion of cash and cash equivalents of Rs. 20.4 billion (Rs.2,037 Crores) in Capital Employed (44% of Capital Employed).

For Wipro Limited, Profit after Tax computed in accordance with US GAAP for the quarter ended September 30, 2004 was Rs. 3.8 billion (Rs.384 Crores), an increase of 67% over the profits for the corresponding quarter ended September 30, 2003. The net difference between profits computed in accordance with Indian GAAP and US GAAP is primarily due to different Revenue recognition standards, different accounting standards for recording the dilution arising from exercise of employee stock options in Wipro Spectramind, amortization of intangible assets , accounting for deferred stock compensation costs and accounting for forward contracts.

Global IT Services & Products segment Revenues were Rs. 15.0 billion (Rs.1,496 Crores) for the quarter ended September 30, 2004 under US GAAP. The difference of Rs. 64 million is attributable to difference in accounting standards for forward contracts under Indian GAAP and US GAAP.

Quarterly Conference call

Wipro will hold conference calls today at 11:45 AM Indian Standard Time (2:15 AM Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM Eastern time) to discuss the company’s performance for the quarter and answer questions sent to the email ID: lakshminarayana.lan@wipro.com. An audio recording of the management discussions and the question and answer session will be available online and will be accessible in the Investor Relations section of the company website at www.wipro.com shortly after the live broadcast.

About Wipro Limited

US GAAP financials

Condensed financial statements of Wipro Limited computed under the US GAAP along with individual business segment reports are available in the Investor Relations section at www.wipro.com.


Contact for Investor Relation		Contact for Media & Press

K R Lakshminarayana		Sandhya Ranjit
Corporate Treasurer		Manager-Corporate Communications
Phone: +91-80-2844-0079		+91-80-2844-0056
Fax: +91-80-2844 -0051		+91-80-2844-0350
lakshminarayana.lan@wipro.com		sandhya.ranjit@wipro.com

Forward looking and cautionary statements

Certain statements in this release concerning our future growth prospects are forward looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Wipro has made strategic investments, withdrawal of fiscal governmental incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. Wipro may, from time to time, make additional written and oral forward looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. Wipro does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the company.

# Tables to follow

WIPRO LIMITED, CONSOLIDATED

AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE QUARTER & SIX MONTHS ENDED SEPTEMBER
30, 2004

Rs. in Million


	Quarter ended September 30,									Six months ended September 30,									Year ended
							Growth									Growth			March 31,
Particulars	2004			2003			%			2004			2003			%			2004
Segment Revenue
Global IT Services and Products		15,020			10,300			46	%		28,456			19,555			46	%		43,575
India & AsiaPac IT Services and Products		3,004			2,138			41	%		5,701			3,740			52	%		9,762
Consumer Care and Lighting		1,160			882			32	%		2,207			1,680			31	%		3,649
Others		601			425			41	%		1,112			760			46	%		1,826

TOTAL		19,785			13,745			44	%		37,476			25,735			46	%		58,812

Profit before Interest and Tax (PBIT)
Global IT Services and Products		4,132			2,140			93	%		7,754			4,060			91	%		9,539
India & AsiaPac IT Services and Products		220			140			57	%		356			232			53	%		792
Consumer Care and Lighting		167			137			22	%		320			274			17	%		551
Others		131			53			147	%		139			109			28	%		277

TOTAL		4,650			2,470			88	%		8,569			4,675			83	%		11,159

Interest and Other Income		159			197						413			343						873

Profit Before Tax		4,809			2,667			80	%		8,982			5,018			79	%		12,032

Income Tax expense		(702	)		(360	)					(1,313	)		(592	)					(1,681	)

Profit before equity in earnings / (losses) of Affiliates and minority interest		4,107			2,307			78	%		7,669			4,426			73	%		10,351
Equity in earnings of affiliates		32			6						62			(48	)					23
Minority interest		(22	)		(11	)					(44	)		(14	)					(59	)

PROFIT AFTER TAX		4,117			2,302			79	%		7,687			4,364			76	%		10,315

Operating Margin
Global IT Services and Products		28	%		21	%					27	%		21	%					22	%
India & AsiaPac IT Services and Products		7	%		7	%					6	%		6	%					8	%
Consumer Care and Lighting		14	%		16	%					14	%		16	%					15	%

TOTAL		24	%		18	%					23	%		18	%					19	%

CAPITAL EMPLOYED *
Global IT Services and Products		23,342			19,210						23,342			19,210						21,732
India & AsiaPac IT Services and Products		1,842			1,236						1,842			1,236						1,941
Consumer Care and Lighting		721			538						721			538						596
Others		20,901			18,695						20,901			18,695						14,498

TOTAL		46,806			39,679						46,806			39,679						38,767

CAPITAL EMPLOYED COMPOSITION
Global IT Services and Products		50	%		49	%					50	%		49	%					56	%
India & AsiaPac IT Services and Products		4	%		3	%					4	%		3	%					5	%
Consumer Care and Lighting		2	%		1	%					2	%		1	%					2	%
Others		44	%		47	%					44	%		47	%					37	%

TOTAL		100	%		100	%					100	%		100	%					100	%

RETURN ON AVERAGE CAPITAL EMPLOYED
Global IT Services and Products		73	%		44	%					69	%		43	%					47	%
India & AsiaPac IT Services and Products		42	%		42	%					38	%		40	%					53	%
Consumer Care and Lighting		89	%		98	%					97	%		90	%					86	%

TOTAL		42	%		26	%					40	%		25	%					30	%

* This includes cash and cash equivalents of Rs. 20,374 (2004: Rs. 21,760 & 2003: Rs. 17,475).

Notes to segment report:

1. The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.

2. The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below:

(Rs. in Million)


	Quarter ended September 30,										Six months ended September 30,
Geography	2004		%			2003		%			2004		%			2003		%
India		4,356		22	%		3,296		24	%		8,368		22	%		5,973		23	%
USA		10,441		53	%		7,347		53	%		19,736		53	%		13,855		54	%
Rest of the World		4,988		25	%		3,102		24	%		9,372		25	%		5,907		23	%

Total		19,785		100	%		13,745		100	%		37,476		100	%		25,735		100	%

3. For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.

4. As of September 30, 2004, forward contracts to the extent of USD 263 Mn have been assigned to the foreign currency assets as on the balance sheet date. These assets are valued at the forward contract rate, adjusted for premium / discount in respect of the expired period.

The Company has designated certain forward contracts to hedge highly probable forecasted transactions. The gain or loss on these forward contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur. In certain cases, the Company has entered into forward contracts having a maturity earlier than the period in which the hedged transaction is forecasted to occur. The gain / loss on rollover / cancellation / expiry of such contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur, till such time the same is grouped under Loans and Advances.

The Company has also entered into option contracts. These option contracts have not been designated as hedge and consequently, they are marked to market at each balance sheet date and the gains / loss is recognized in the profit and loss account of the respective period.

The Company had forward contracts to sell of USD 860 Mn in respect of forecasted transactions as at the balance sheet date. The effect of marking to market and effect on intermediary rollover expiry of the said forward contracts is unfavorable exchange difference of Rs. 1,878 Mn, the final impact of which will be recognized in the profit and loss account of the respective periods in which the forecasted transactions are expected to occur.

Had the Company continued to follow the earlier accounting policy, the profit would have been lower by Rs. 139 Mn for the quarter ended and Rs. 494 Mn for the six months ended September 30, 2004.

5.a) In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.

b) The company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial statements”

c) In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

EX-99.3 4 f02482exv99w3.htm EXHIBIT 99.3 exv99w3

Exhibit 99.3

Press Conference

Present: Azim Premji, chairman, Vivek Paul, vice chairman, Suresh Senapaty, CFO, Raman Roy, Chairman, Wipro Spectramind, Suresh Vaswani, President, Wipro Infotech and Vineet Agrawal, President, Wipro Consumer Care and Lighting

Vijay Gupta: A warm welcome to the Wipro Campus and to the press conference. We have budgeted about 45 minutes for this press conference and as usual we will start with the address of Mr. Premji and then we will have the question and answer session. I would also request you to stay back after this conference to have tea with us, and I would now request Mr. Premji to give his address.

Azim Premji: Good morning. And thank you for being present.

The detailed results for the quarter ended September 30, 2004 are with you in the press docket. Let me share with you some of our thoughts on our performance and prospects.

Team Wipro has delivered yet another quarter of solid performance. Robust growth in all our business segments resulted in Wipro posting its highest year on year growth in Profit after Tax in the last 12 quarters. Reflecting the momentum we have been witnessing in recent times, Revenues of our Global IT business was $327 million, a growth of 47% year on year. Growth continued to be broad-based across key verticals, service lines and geographies. Notably, our differentiated services - Business Process Outsourcing and Technology Infrastructure Services grew sequentially by 20% and 14% respectively. From a profitability perspective, in spite of gross addition of over 8,800 people to our team, we were able to expand our Operating Margin for the fifth successive quarter.

Our performance over the last 12 quarters is indicative of our willingness to take tough strategic decisions and make necessary investments when required, and equally of our resolve and ability to execute the strategy effectively so that they reflect in operating results sooner rather than later. This is a reflection of belief that business decisions must be for the long term and, equally importantly, long term goals should be broken up into a series of short terms milestones. This approach is equally evident in the results of our India, Middle East and Asia Pac business where we invested into new geographies such as Middle East and Australia with a long-term perspective. During the last quarter, this business signed up its first multi-year, multi-million IT Services contract with AXA, Australia. These successes have convinced us of the efficacy of our approach to achieve our goal of global leadership in IT Services industry.

Looking ahead, the environment we see is one of strong volume growth and stable prices. We believe that universal acceptance of the Global Delivery Model will open up newer avenues and provide exciting opportunities for the Indian IT Services companies. This will also bring newer challenges in terms of managing scale and increasing competition for customers as well as talent. You may rest assured that Wipro will be as proactive in seizing the opportunities as in addressing the challenges.

Vijay Gupta: If you can raise your hands, we will be able to get the mike over to you. Please speak into the mike. There is a question there.

Media person: This question is for Mr. Senapaty. In your notes to segment report, it has been mentioned that had the company continued to follow the earlier accounting policy, the profit would have been lower by 139 million for the quarter and 494 million for 6 months, could you kindly elaborate on that and can you see booking this over the next quarters on the profit and loss account. Do you see the impact on the next two quarters.

Suresh Senapaty: In fact, that note came in, in the last quarter itself, or actually quarter before last. In March 2004 when we closed the accounts, under US GAAP, we did the cash flow hedging, and in Indian GAAP also cash flow hedging has started effective April 1, 2004. What it means is, when you do a hedge, that hedge gets assigned to a particular cash flow that is expected for a particular future month or future quarter, so whatever hedges are there that gets booked for into the P&L account in that particular quarter. So, that was the basically note that represents.

Media Person: Madhavan from Reuters. I wanted to ask Mr. Raman Roy about Spectramind, because, could you explain what really happened in the earlier two quarters and the change in this quarter - you are moving from one kind of mode to another because there has been a lot of doubts about both attrition and certain subdued nature in the previous quarter. Can we have a good picture on what is really going on there? Also give the latest headcount. I know, you got 2200 people more in the quarter, but I also wanted to know the latest headcount in Spectramind.

Raman Roy: I guess the question is on Wipro Spectramind. Spectramind is a company that got sold a little over two years ago. We had a great quarter for Wipro Spectramind. We saw lot of traction with our existing customers. There was a lot of interest to grow the businesses we signed on. As we said at the end of last quarter we signed on some new customers and we are seeing that growth come across nicely. We are excited about what we have been able to deliver, not only in terms of the revenue that it has generated for us, but the fact that the services provided by Wipro Spectramind for many of our customers are globally rated number one where we have global players competing for the same element of business. That has given us traction with customers willing to give us incremental business.

In terms of headcount, at the end of last quarter, we were 13,013 headcount. Based on what you guys have reported, it is our belief that that makes us the single largest BPO provider in the country captive or non-captive.

Media Person: Just one small question. Are you still basically into call center driven services or is there any within the BPO space - any kind of diversification or strategic emphasis that you are giving to differentiate yourself as you grow.

Raman Roy: We have grown on the non-voice side of the business. We now have 8 customers on non-voice side of the business. We continue to develop products for that segment and we continue to see traction on that segment. But as of today for the last quarter, overwhelmingly large proportion of our business, 86 odd percent of our business continues to be from voice segment.

Media Person: One small question for Vivek Paul. You mentioned the deal with TUI, is there a financial value you would like to place on the deal.

Vivek Paul: It is more than 25 million and less than 50 million: how is that? Over 5 years. TUI is one of the worlds largest travel operators, they have brands like Britannia, Thompson...

Media Person: Is that the Australian company?

Vivek Paul: No that is AXA, Australia. Where it was a total outsourcing deal and some headcount also has to be taken.

Media Person: Mr. Paul, you said about the volume growth and stable pricing environment, can you talk a little bit more on that.

Vivek Paul: Sure, let me break into two pieces, one is on the growth side and second on the pricing.

If you look at the growth side, the characteristic that comes out is Europe was a big leader. We saw good growth year on year basis, and Europe was up 56%. So, we saw some very strong traction there. If you look at on the business stream side on a year on year basis, our R&D business were up 50%, so that was pretty strong. If you look at it on the IT side, our financial services was up 45% on year and year basis, so again that was pretty strong as well. If you look at on the practice side, all of our specialty practices did really well. We saw our infrastructure services grow at about 55%, which is actually the practice that is going to do this TUI deal because the deal is all about server management, desktop management, support, network management, and security policy administration. So I think that the infrastructure practice did well.

You heard from Raman on the BPO practice. If you look at the package implementation practice that grew 74%, and this quarter we have started reporting a practice, our testing practice. That practice grew 84% on year and year basis. So if you look at it from that perspective, again a good sort of across the board growth.

Finally, if you look at it customer wise: we had an increase in the number of customers greater than one million, greater than 5 million, greater than 10 million, also 31% of our existing customers grew double digit on a sequential basis. So the growth was really widespread and felt pretty good. If you look at it on the pricing side, you know we have talked about moderate pricing. You know we were the first to come out and talk about the pricing trend changing, but from the very beginning we have been very cautious about what we say because pricing is one of those things that is very difficult to keep a handle on. But the way we have been driving pricing actually has worked in our favor. First of all, the biggest reason for pricing growth has been not necessarily a head-to-head negotiation with our customers as much as change in the mix of the high end services that we provide which allows us to get higher average prices. The second is that we have been, and continue to get even in this quarter prices for new customers that are nicely ahead of existing customers. As a result, we continue to mix in a revenue line that is at a higher price point.

Media Person: By how much for the new customers.

Vivek Paul: I do not think we are sharing that specific information in this quarter.

Media Person: Comparing the gross and the net addition of employees, is it the highest attrition, with 3300 people leaving in this quarter.

Vivek Paul: If you look at the attrition rate, the attrition is 18%. We have seen attrition rates higher than that but not for a long, long time. I think we saw attrition rates at that level back in the technology bubble days. So, clearly, if you look at what has changed this quarter or may be over the last six months is, the supply concerns have grown bigger than the demand concern, in the sense that I think business is strong, business is settling in, we are seeing across the board growth. We continue to see issues on the supply side as they relate both to compensation cost as well as to be able to hire the number of people we need. Certainly, we hired 2200 in our BPO business, we would like to have actually hired more. So, we hired much less than what we would like to have had done.

Media Person: Can we have the breakup of the attrition, out of the 3300, how much from the IT services and how much from the IT-enabled services.

Vivek Paul: I think you are talking about the total net additions of head count. If you look at the total net addition of head counts, it is about 3300 from IT and 2200 from BPO, making a total of roughly 5500.

Media Person: Sir, my question was about those who have left, breakup of 3300.

Vivek Paul: We have to get back you on that. I do not know. Clearly the attrition in the call center business is substantially higher than the IT business, but we will have to get back to you with the numbers, may be Bijay who is here can get back to you.

Bijay: About 20% was the quarterly attrition for BPO, which is one percentage point lower than the last quarter.

Raman Roy: The BPO number is 911 people left from pre-training, 1477 left post training, and the total is 2264.

Media Person: How does it compare to the industry average in the BPO business in terms of attrition rate as a percentage of total staff. How do you compare because there was some talk in the market that Wipro Spectramind was going a little above the industry average. Could you have some idea on that please?

Raman Roy: There is no robust data that is available for what the attrition is in balance part of the industry. Even companies that report data do not report the kind of data that we report. Based on information that we have, we think we are in line or slightly below; our attrition for this quarter has dropped 2 percentage points for people out of production and that is our focus point. Our focus point is to look at people who are revenue generating and what the attrition there is. The attrition for those is 6% for this quarter, while our attrition for people in training, the people who do not necessarily measure up the requirements of international servicing is about 14%, taking it to a total of 20%.

Media Person: Would you like to give an unfiltered number on this, so that we will be able to judge as to the attrition in your company and the rest.....

Raman Roy: I gave the number, the total attrition for the BPO business was 2036, broken up 616 pre-training and 1420 post training, and our average head count to calculate percentage — you would need a denominator — our closing head count was 13,013 and our opening head count for this quarter was 10,749, leading to a net addition of 2264.

Vijay Gupta: There is a question there, Chitra.

Media Person: You have spoken of restricted stock units as a retention tool. Are you looking at ESOP once again in a big way?

Vivek Paul: Sorry, what is the second line?

Media Person: Are you looking at stock options in a big way once again for..?

Vivek Paul: Actually, restricted stock unit is another innovative way of giving the stock options in a manner of speaking because all it does is that it is an instrument where it says that at the end of every year, at a particular pattern, you get the shares vested at the face value of the share. So that is where we are saying that we will have that impact and you know whether the expensing of the stocks need to be done, not to be done, etc.

Media Person: But will this be given to more people or something just, in the context of attrition?

Vivek Paul: So far, the coverage has been to the key people of the company.

Media Person: The new concept, is it for rewarding the employees or retaining the employees?

Vivek Paul: Both, but it has a higher component of retentivity locked in there.

Media Person: In the post US election scenario, do you foresee any change in BPO sector as a result...?

Raman Roy: I guess you are talking of the US Presidential elections and not the Maharastra elections. We do not see any impact of Maharastra elections. As far as the US Presidential elections is concerned, we are already seeing a decrease in rhetoric, and even earlier we had maintained that we do not see any significant impact. The customers are back evaluating their options and we do not see any significant impact of that.

Media Person: What is your customers’ apprehension about the post election scenario?

Raman Roy As I said, the customers are back looking at the options of remote sourcing for that fulfillment. We do not see any significant apprehension on behalf of our customers.

Media Person: I just needed a little clarification on the attrition rates. You mentioned 18% is totally the blended rate between IT services and BPO, can you give me the breakup in terms of: when you are saying 18%, is it sequential numbers that you mentioned.

Vivek Paul: 18% is purely on the IT side and that is measured as attrition for the quarter annualized for the year.

Suresh Senapaty: Last 12 months will be a much lower number because you find that in the industry, many people give the last 12-month basis. Which is a moving average, but we try to give it on a quarterly annualized basis.

Vivek Paul: And it includes both voluntary and involuntary attrition.

Media Person: Can you probably give us a breakup of how the operating profit margins, and the increase in the margins - where did they come from? And if Vivek could add his own views about the software prices, and what contribution it could have made to the margins, it will be wonderful, thanks.

Suresh Senapaty: Actually, last quarter we had about 50 basis points expansion in the operating margin, and that has come out of a price increase that we got, price realization increase that we got, particularly in the onsite space; we had some productivity improvements in terms of better leverage of the G&A expenses with the volume growth being very robust. There were some upsides on the foreign exchange side. There were upsides in terms of offshore mix having been improved by 1.5 percentage points. Because of a large people addition that we had, there was a dip in the utilization. So combination of net-net is price increase, productivity increase, a combination we had seen a 50 basis points expansion in the operating margin.

Media Person: : Hello, I have a question on this increase in taxes on IT hardware.

Vijay Gupta: Hang on, actually, Vivek wanted to supplement that on the pricing part.

Vivek Paul: I think we did mention a little bit about the pricing impact for the quarter. All I can say is that we continue to describe this as a stable pricing environment. We don’t want to get overly optimistic in terms of continuing to move prices up. It still is not at a position where customers are very accepting of that, but we also don’t see any shift in the trend of being able to get new business at higher prices; be able to scale up our specialty services, which blend in also a higher price point.

Media Person: Mr. Premji, you had met the Deputy Chief Minister on the increase in taxes on IT hardware, has he addressed your concerns?

Azim Premji: Let me request Suresh Vaswani, our President of Wipro Infotech to take that question.

Suresh Vaswani: We are still continuing our thrust. As of now, there is no solution that has been found by the government. It is a very high incidence of tax, so we are taking it up extremely strongly with the Karnataka government. It makes it very uncompetitive for people to buy in Karnataka. The tax is probably the highest in the country today. So, we are taking it up very strongly, but we haven’t got a solution as yet.

Media Person: How much it has impacted your sales in this quarter....

Suresh Vaswani: It is difficult to say in terms of how much it has impacted our sales this quarter within Karnataka, but I do know a lot of the industry users are up in arms. The tax percentage is 13.8%, which is something like 6-7% higher than any other state in the country.

Suresh Senapaty: But if you look at the industry data, sales in Karnataka effective when the tax rates went up, has come down quite a lot. Therefore, the proposition that the government is seeking in terms of getting more revenue may not happen because the sales are not taking place. So when you are trying to double or triple the sales tax rates with a view to increasing the revenue, if the sales do not take place, even whatever you were earlier getting will go down.

Media Person: But government has said this is only for a short term, say till March end, because from April VAT is going to come into existence. Why should there be panic for small period of say 6 to 8 months.

Suresh Senapaty: The IT hardware industry operates on a very very thin margin, whether it is a trade, whether it is manufacturers, whether it is users, they are very price sensitive. We have found that the penetration of PCs in India is significantly lower than many other Asian countries that we have seen. Therefore consistently it has been the approach of the governments across, whether it is central government and state government in many states, to bring down the pricing. All along the direction what the government of India as well as many other state governments have been pursuing is to bring down the price so that there can be very good penetration of the PCs in India. Lot of investment can take place in e-governance, which is government to people, etc, etc.. Now, here there is a completely retrograde step, and we have highlighted this to the government of Karnataka. We hope to see solution fast enough. But in the interim, the industry is suffering.

Media Person: : And you had concerns about infrastructure also. Have they been addressed too?

Azim Premji: I think there is enough publicity on infrastructure without trying to rope me into it now. I think the chief minister has been making very emphatic statements that it is very high on his priority. It is yet to be seen how much they deliver how fast. I think he has also given some commitments on dates now.

Media Person: And, what is your reaction to the mention in section of press about the migration of Wipro from outside of Karnataka.

Azim Premji: You must appreciate that we have development centers, in addition to Bangalore, in Chennai, Hyderabad, Pune and Mumbai. We have now in Cochin and Delhi. And shortly we are going to be operative in Calcutta. And we are expanding. As we stated in the last quarterly meeting, we have also applied for land in Coimbatore because we think Coimbatore is a good location, and we will also expand in Mysore. So, we will grow wherever there are qualified people and where our customers are willing to expand accounts. And it is not that we will stop growing in Bangalore, but we will grow at a faster rate outside of Bangalore. But it is a much smaller base outside of Bangalore. You must keep that in mind.

Media Person: This is a question for Vivek Paul. I wanted to ask you about software testing because you said you started recognizing it only this quarter. Why is it so? Is this because outsourcing of testing is a recent phenomenon, or is it that Wipro has got into it recently? What is the strategy because I believe there is a big opportunity, we want to have some clear idea on that.

Vivek Paul: I think that the reason why we started breaking it out this quarter is because, A. it reached a certain scale, and B. Because we continue to expect it to grow very very nicely, much ahead of our overall averages. Maybe Suresh Vaswani, who also runs our practice can talk a little bit more about it.

Suresh Vaswani: I think testing is becoming more and more important as customers go online, as most of the applications become online, so testing has always been strong. But perhaps very strong on the technology side and on the product side of the businesses. But as financial services companies start going in for online portals, as enterprise applications go in for more and more customer oriented applications, testing is becoming increasingly important because you cannot have a customer side failure. So, in line with that we have also spun off this as a separate independent service line which services all the verticals of Wipro Technologies. So, earlier if the focus was more on products and technology which of course continues, we now have vertical practices on testing across Wipro Technologies. It is a key service line. It has grown very well. Like Vivek Paul said earlier, it has grown roughly 90% on year on year basis for the half year, and we have more than 2200 people in that practice today. So, it is a key area of thrust for us.

Suresh Senapaty: Just to supplement that point, the global market which is outsourced to India is about $900 million, and we have been in this business for quite some time with 2000 people like Suresh Vaswani stated, and we have about 102 customers in this particular practice.

Media Person: And just from a point of view of revenue recognition, it does not show up under Wipro Infotech, or does it show?

Suresh Vaswani: It shows up on the Wipro Technologies.

Suresh Senapaty: Suresh Vaswani also looks after a part of Wipro Technology business, which is the technology infrastructure support services as well as the interop business. These are the two components or the two practices of Wipro Technologies which are also looked after by Suresh Vaswani in addition to the Wipro Infotech.

Media Person: Mr. Premji what is your view on the voluntary job reservation in private sector, the prime minister has been repeatedly talking about this?

Azim Premji: We don’t have any comments we want to make in public on that issue.

Media Person: Is increase in global oil prices affecting you in any way?

Vivek Paul: It is in a little way because we do use petrol or diesel to drive the generators that drive all the centers. But directly I think there is not a big impact. Indirectly, to the extent that it begins to hurt the overall global economy and spending, clearly that would not be good for us.

Media Person: Also, the inflation in India, and the linkage it has vis-a-vis the cost of living for employees around.

Vivek Paul: Works both ways.

Azim Premji: Thank you. We have tea served at the back there, please join us for tea. Thank you very much.

EX-99.4 5 f02482exv99w4.htm EXHIBIT 99.4 exv99w4

Exhibit 99.4

WIPRO TECHNOLOGIES
Q2 EARNINGS CONFERENCE CALL
OCTOBER 15, 2004

Moderator: Good morning ladies and gentlemen. I am Pratibha, the moderator, for this conference. Welcome to the Wipro conference call. For the duration of the presentation, all participants’ lines will be in the listen-only mode. I will be standing by for the question and answer session. I would now like to hand over to the Wipro management. Thank you and over to Wipro.

Lakshminarayana: Thank you Pratibha. Ladies and gentlemen, a very good morning to you in different parts of the world. My name is Lakshminarayana, and I am based in Bangalore, along with Sridhar in Mountain View, and Jatin in Bangalore, we handle the investor interface for Wipro. We thank you for your interest in Wipro. It is a great pleasure to welcome you to Wipro teleconference post results for the quarter ended September 2004. Present in this call is the entire senior management of Wipro including Mr. Azim Premji, Chairman and Managing Director, Mr. Suresh Senapaty, the CFO, Mr. Vivek Paul, Vice Chairman, Mr. Suresh Waswani, President - Wipro Infotech, Mr. Vineet Aggarwal, President – Wipro Consumer Care and Lighting, and Mr. Raman Roy, Chairman - Wipro Spectramind. We will begin this call with brief remarks from Mr. Premji and Mr. Senapaty. After which we will be more than happy to take any questions you might have. The entire conference call will of course be archived and the transcript will be available on our website, www.wipro.com. Before Mr. Premji start his address, let me draw your attention that during this call, we might make certain forward-looking statements within the meaning of Private Security Litigation Reforms Act of 1995. These statements are based on managements current expectations and are associated with uncertainty and risk, which could cause the actually results to differ materially from those expected. These uncertainties and risk factors have been explained in detail in our filings with the SEC of USA. Wipro does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of filing thereof. Ladies and gentlemen, Mr. Azim Premji, Chairman, Wipro Corporation.

Azim Premji: Good morning ladies and gentlemen. Your Board of Directors in the meeting held this morning approved the accounts for the quarter ended September 30, 2004. Our results have been mailed to those registered with us and are also available on our website. Let me share with you some of our thoughts on our performance and prospects. Team Wipro has delivered yet another quarter of solid performance. Robust growth in all our business segments resulted in Wipro posting its highest year-on-year profit growth and profit after tax in the last 12 quarters. Reflecting the momentum we have been witnessing in recent time, revenue in our global IT business was $327 million, a growth of 47% year on year. The growth continued to be broad based across key verticals, service lines, and geographies. Notably, our differentiated services, business process outsourcing, and technology infrastructure services grew sequentially by 20% and 14% respectively. From a profitability perspective, in spite of gross addition of over 8800 people to our team we were able to expand the operating margin for the fifth

successive quarter. Our performance over the last 12 quarters is indicative of our willingness to take tough strategic decision and make necessary investments when required, and equally of our resolve and ability to execute the strategy effectively so that they reflect in operating results sooner rather than later. This is the reflection of the belief that business decisions must be run for the long term, and equally important long-term goal should be broken up into a series of short-term milestones. This approach is equally evident in the results of our India, Middle East, and Asia Pacific business. We have invested into new geographies such as Middle East and Australia with a long-term perspective. During the last quarter, the business signed up its first full multi-year multi-million IT services contract with AXA Australia. These successes have convinced us of the efficacy of our approach to achieve our goal of global leadership in IT services industry. Looking ahead, the environment we see is one of strong volume growth and stable prices. We believe that universal acceptance of the global delivery model will open up new avenues and provide exciting opportunities for the Indian IT services companies. This will also bring newer challenges in terms of managing scale and increasing competition for customers as well as talent. You may rest assured that Wipro will be as proactive in seizing the opportunities as we have been in addressing the challenges. I will now request Suresh Senapaty, our CFO, to comment on financial result before we take questions.

Suresh Senapaty: A very good morning to all of you ladies and gentlemen. Mr. Premji shared our view on the business environment, and I will touch upon a few aspects of financial and operational significance. During the quarter, we had sequential revenue growth of 9% in our global IT services business, which comprise of 7.8% revenue growth in the IT services component of that segment, and 20% growth in the IT-enabled services business component of that segment. The 7.8% growth in the services component was driven by a 7.3% growth in the volume of the business combined with a 2.9% increase in our realization rate for work performed onsite at our clients’ offices, partially offset by about half a percent decrease in our realization rates for work performed offshore. The 20% growth in our IT-enabled services business was primarily due to growth in volume of business, partially offset by a sequential decline in price realization. On the Forex front, our realized rate for the quarter was Rs.45.93 versus rate of Rs.44.83 realized for the quarter ended June 2004. During the quarter, we had the benefit of certain hedges that we had contracted at higher rates. As of September 30, 2004, after allocation for foreign currency assets on balance sheet, we have outstanding hedges of about $860 million deliverable over the next five to six quarters. For the quarter ended September 30, 2004, net income computed in accordance with US GAAP is 93% of the profit after tax as per the Indian GAAP. The difference is primarily on account of differences in treatment of forex gain and losses, amortization of intangibles, differences in revenue recognition norms, stock compensation, and accounting for dilution arising from exercise of employee stock option in Wipro Spectramind. We had in June 2004 obtained shareholder approval for issue of the restricted stock units to our employees. We believe these units are an innovative tool, not only for employee motivation and retention, but also for better alignment of interests of our key employees with those of our shareholders. The compensation committee of the Board of Directors has awarded about 5.5 million of such units vesting over five years to our employees effective October 1, 2004. These

awards cover a substantial portion of the eligible employees in the senior and middle management. We have given compensation increase for teams in part of our business effective September 1, 2004, and some more are being covered during this quarter. The impact of compensation review would be an increase in wage cost in our global IT business by about 15-18% in offshore compensation. We would also have a non-cash charge on our profit arising from grant of restricted stock unit. These incremental charges coupled with lower number of billable days in the quarter ended December and impact of our hedge position would lead to some contraction in operating margins for the next quarter. We will endeavor to contain the contraction through improved productivity over the next couple of quarters. We will be glad to take questions from here.

Moderator: Thank you very much sir. We will now begin the Q&A interactive session. Participants who wish to ask questions, please press *1 on your touchtone enabled telephone keypad. On pressing *1, participants will get a chance to present their questions on a first-in-line basis. To ask a question, please press *1 now. First in line, we have Mr. Amit Khurana from IL&FS.

Amit Khurana: Yeah, hi, thank you. Vivek, you know, the industry seems to be doing pretty well, overall all the vendors are reporting very strong numbers, volume seems to be picking up, and now pricing also seems to be going in the favor. I was just wondering if you could give us some color in terms of whether you are comfortable competing with the non-Indian vendors in a pricing environment, which is favorable, or do you see rising pricing bargaining capacity could also give a comfort to these non-Indian vendors expanding in India locations, and how have broadly the competitive variables changed with them in particular.

Vivek Paul: Let me just answer just briefly upfront and then I will ask Sudip Banerjee of enterprise systems to comment on this as well. I think that if you look at competing against other international vendors, we clearly have demonstrated that ability and you know, despite them coming in many times at lower prices, we have talked about the Shell win last quarter, I think this quarter we talked about our TUI win, where really the competition was all non-Indian companies. So, I think that what we are seeing that we certainly have a continuing ability to be able to compete, even though from time to time these international competitors are in fact offering lower prices than we would offer for offshore services, but in some sense that is only to fill the credibility gap they have in terms of not having the established processes and predictability that a Wipro might have. I will ask Sudip to also comment on that.

Sudip Banerjee: I would like to talk about two separate things; one is the pricing environment that we see from the international competitors now. I think about three or four quarters ago, we were seeing a trend where the pricing was somewhat erratic in the sense that in some areas where we were fighting them, we found their rates to be lower than us and in some others they were higher. I think that has stabilized to some extent now. The second area is the way that we meet them in the market place. I think one of the things which is happening now is that in every large deal, we are competing against two or three large international vendors. So, right now, the game is that every single

large order that we contest, we are with not just two or three Indian peers, but also two or three of our major international competitors. So it is like, become a homogenous market for us, and this group competes for all the large deals.

Amit Khurana: Okay, just one final question was related to the new stock option plan that we had come out with. If you could give us a sense of whether it is consistently over the five-year period or will there be laddering process on that?

Suresh Senapaty: This will be over a five-year period with an equal component of vesting over every year.

Amit Khurana: And, Mr. Senapaty, if you could just you know confirm the overall charge that we will take because of this will be about Rs.3.4 billion over five years. Is that a correct interpretation?

Suresh Senapaty: Yeah, I mean this on October 1, about 5.5 million RSUs. So, you can take that price and that will be the non-cash charge.

Amit Khurana: Okay, fine, thank you.

Moderator: Thank you very much sir. Our next question comes from Mr. Mahesh Vaze of Brics Securities.

Mahesh Vaze: Hi, congratulations on good numbers. If one looks at the profile of your growth, the top five clients in IT services are almost flat sequentially, and top 10 have grown by just 1.6%. I was wondering if there has been some problem in one of the client, which is why the growth is lopsided because ex top 10 the growth has been quite good at 15%.

Sudip Banerjee: Yeah, Sudip here again. With our No. 1 client we have had another restructuring of their business where a part of their business has been sold off. So, that has had an impact in terms of sequential growth with that client. With another large automotive manufacturer where we have been doing a business over the last two to three quarters, we found major ramp down in projects, which have been clearly cyclical. We expect the next quarter and the following quarter to have a different pattern in some of these organizations because restructuring and the closure of projects would be over, and the new business that is coming in from other parts of those organization will start to kick in.

Suresh Senapaty: Just to supplement, I think, whenever we have experienced some restructuring in the top customers, it has in the short term affected it, but we have always bounced back over a few quarters, and another good feature is that about 31% of the customer base that we have has shown a double-digit sequential growth in this particular quarter.

Vivek Paul: and maybe one of other account, GM, which also had a negative growth on quarter on quarter basis. I think a part of it is the restructuring that they are doing as they are getting ready for moving into the next phase of outsourcing.

Suresh Senapaty: And, let me tell you and explain little more on issues that we talked about in the previous question. The answer is, it will be a non-cash charge effective October 1, 2004, over a 20-quarter period, because the five year is starting from October 1, 2004, into the next five years.

Mahesh Vaze: Presently, your onsite growth is just 1% sequentially, it is a bit unusual the offshore and onsite growth being so different. I just wanted to understand what is behind it. And, usually, whenever there is a price increase, you give some idea whether it is a man-to-man increase or is restructuring in services? So, what has happened this time around on the onsite price?

Vivek Paul: Yeah, I think that in terms of head to head increase perhaps, you know, the business where we have had the most success is the telecom business, and I will ask Dr. Rao to talk about that, but barring that most of our price increase has been around the changing mix as we have grown some of our specialty services faster, and as a result have been able to get higher pricing, also as new customers have come in, they do you have in fact, you know, come in at a higher price than average. Maybe Dr. Rao you can talk about the head to head price discussion on the telecom side.

Dr. Rao: Yes, in terms of pricing for telecom clients, we hope to maintain similar price line, and majority of our business is more on an annual contract basis. So, it is more like an annual rate, and either we see a marginal increase or we hope to keep the prices same. We have also had a good quarter in terms of the shift from onsite to offshore because majority of our engagements in the R&D services start with onsite product transfer or knowledge transfer phase. We had a couple of large engagements, where these phases have been over resulting in a shift from onsite to offshore.

Mahesh Vaze: Vivek, if you could comment on the low onsite sequential growth overall.

Vivek Paul: That’s right. So, I think, if you look at that, basically it has been two things, one is just a part of our thrust, which is that we have tried to grow more business offshore and that is why our offshore ratio improved by 2 points this quarter, and the second is as Dr. Rao pointed out, there are many projects that we were working on that we knew were going to be coming back offshore, and that’s precisely what has happened. So, I would say it is just, that shift is, one, both in the direction we were driving as well as just part of the flow of business.

Mahesh Vaze: Thanks a lot and all the best.

Vivek Paul: Thank you.

Moderator: Thank you very much sir. Coming up next is a question from Mr. Parag of JM Morgan Stanley.

Anantha: Hi, good morning. This is Anantha from JM Morgan Stanley. Senapaty, could you just elaborate a bit more on the stock grant policy. Is this sort of going to be a recurring thing, and if so, do you have any target in terms of either as a percentage of outstanding equity or percentage of earnings that year.

Suresh Senapaty: Well it is not possible for me to give any elaboration on that except to say that it is 5.5 million RSUs granted on October 1, 2004, to some of the middle and senior managerial levels in terms of reward as well as retentivity tool that we have used because there was quite a few period where no options were being granted, and we have found that this is the most appropriate tool in terms of the hit to the P&L account versus the perceived value from an employee’s perspective.

Anantha: And just finally, how would this be treated in the P&L in subsequent quarters? Will you be showing it as part of your operating costs, or will it be below the operating...?

Suresh Senapaty: This is a non-cash charge, which we will do. I mean, typically, from your own model perspective, like you deal with a stock option, you could deal in that way because it will be typically that except that it is, the instrument is little different, and little more effective and more innovative.

Anantha: Sorry, sort of labored a bit on this, but wouldn’t it be fair to actually treat this as a cost of revenue or a cost of sales item given that in a way it is almost like an alternate for compensation increases.

Suresh Senapaty: Truly, even if tomorrow, when the expensing of stock option come in, that also come into the line of COGS as well as line of SG&A. So it will have a similar treatment in the financial accounts. We can articulate separately to what is that impact as and when a quarter lapses there embedded in that, but it will exactly be accounted as the stock option being accounted for in the books.

Anantha: Sure, thanks a lot.

Suresh Senapaty: Thank you.

Moderator: Thank you very much sir. Our next question comes from Mr. Bhuvnesh Singh of CSFB.

Bhuvnesh Singh: Hi sir. Congratulations on very good results. I was focusing on SG&A line of your global IT services, it went up last quarter, again came down this quarter. How do we expect this number to move going forward and what are the reasons of this volatility?

Bala Krishnan: This quarter, the SG&A line came down primarily because of reduction in our provision for doubtful debt, and going forward we expect the percentage to be maintained at the current level.

Bhuvnesh Singh: Okay, thanks.

Moderator: Thank you very much sir. Next in line we have Ms. Mitali Ghosh from DSP Merrill Lynch.

Mitali Ghosh: Hi! Congratulations on a good quarter. My question was on the fact that on the BPO side we have seen very good ramp up this quarter. I just wanted to understand the trends that you are seeing the BPO going forward and also in context of the fact that with the upcoming US elections, do you see any possible slowdown in volume?

Raman Roy: Hi Mitali, this is Raman here. We saw good traction with existing customers and new customers, and going forward we feel that trend will continue. As we have said in the earlier calls, there was a little bit of apprehension on the side of the customers, particularly the larger ones, given the visibility that they were getting for offshoring their work, and there was a little bit of feeling to wait and watch. We are seeing a positive movement from our perspective on that with the timeframe just a few days away. We are seeing customers looking to reevaluate the offshoring and again we are seeing traction on that.

Mitali Ghosh: Right, and also on the attrition front, I notice that that has sort of remained constant at fairly high levels, so if you could talk a bit about you know how you feel that is going to move going ahead?

Raman Roy: On the attrition, if you look at the break up of attrition Mitali, on that, post training attrition went down 200 basis points from 14% to 12%, that is the attrition that impacts the revenue immediately. Those are the people in production who are revenue generating. So we are seeing a movement in that. We are concerned by the fact that it has got compensated by a 2% increase in our pre-training, and we are looking at our hiring aspect to see what we can do to hire the right resources so that they can be trained to become international fulfillment resources.

Mitali Ghosh: Right.

Raman Roy: Overall it is at 20%, but there is an internal movement that works positively on the business side and on the margin side.

Mitali Ghosh: Right, and just one last question, on the salary hike you mentioned the offshore hike that you plan next quarter, is there also going to be an onsite salary hike?

Bala Krishnan: Yeah it is there, it is effective this quarter and the percentage will be the very marginal.

Mitali Ghosh: All right, thanks a lot.

Moderator: Thank you very much madam. We have the next question from Mr. Shekhar Singh of ICICI Securities.

Shekhar Singh: Hello. Congratulations sir on a very good set of numbers. Just wanted to understand like you mentioned about the GM, GM basically making up their mind in terms of their future outsourcing plans, just wanted to know like how does Wipro fit in and what can be sort of future with GM as far as Wipro is concerned.

Sudip Banerjee: Well, what we can only tell you is that we are one of the several strategic suppliers that they have in their list, and we are perhaps the only Asian supplier based out of Asia in that list. So we have a good shot at what they are planning to do in 2006 when their entire bid comes up for re-negotiation. They currently have a large contract with EDS as you perhaps know, and that gets rebid in 2006. So we are well positioned along with many others to participate in that bid.

Vivek Paul: But not all the strategic vendors are services vendors. Major products, and fewer number of services.

Shekhar Singh: Okay. Secondly, I just wanted to know like what is the visa situation with Wipro, and was there any sharp increase in visa related costs during the quarter?

Vivek Paul: I will ask Laxman Badiga who runs our staffing and training operations to talk to you about that.

Laxman Badiga: On the visa front I can say that we have been planning fairly well knowing that there are some restrictions. Currently, we have 3000+ visa ready people offshore, and another 1000 which have been already, applications which is put in the pipeline. So overall we feel that should really handle us well for the year, and we are also hoping post election some change can happen with whatever current news we see from both the industry from US as well as India. Of course, we need to see whether we can get some increases in the visa levels.

Shekhar Singh: Okay. Like basically for some of the large companies what we have noticed is that in the September ending quarter there has been a sharp increase in offshore revenues, is it in anyway linked to the visa problem or anything?

Suresh Senapaty: Not as yet. So far, the situation has been fairy comfortable. In the short to medium term, we do not see any kind of discomfort except to say that as and when restrictions go out, more that becomes an additional trigger to move more and more business like you are anticipating, but so far it has been fairly comfortable.

Shekhar Singh: Okay. And lastly, one housekeeping question, I was just looking at the products business, products revenue under IT services, under US GAAP accounts it

shows Q2 product revenues at around Rs79 million and the same number is Rs.79 million for the first half, but if I remember correctly like first quarter you had some product revenues. So why is this discrepancy?

Suresh Senapaty: Second quarter it has not been much.

Shekhar Singh: No actually it shows second quarter as 79 million and for the first half year also as 79 million.

Suresh Senapaty: Yeah we will get back to you?

Shekhar Singh: Okay sure.

Lakshminarayana: Shekhar I will get back to you, Lan here.

Shekhar Singh: Okay, thanks a lot.

Moderator: Thank you very much sir. Our next question comes from Ms. Priya Rohira of Refco Sify.

Priya: Good afternoon sir and congratulations on good set of numbers. My first question relates to the manufacturing domain. We have seen good traction of 17.4% sequential growth this quarter. Is it largely to do with completion of certain projects or do you see trend being maintained in the coming quarter too?

Sudip Banerjee: Well it is a combination of both. I think what we have been able to do is to get a large number of new wins in that segment, and also many of our customers have ramped up both in North America as well as in Europe, and we have got some new wins as well. So I think it is a combination of several factors. We have also had a strong contribution from the package implementation side in that revenue growth.

Priya: Okay. And also if you could highlight on the business traction in the telecom infrastructure services segment in terms of the client profile or the ramp ups which you are expecting in the coming quarters?

Suresh Senapaty: Could you just repeat the question please?

Priya: Also if you could highlight on the business traction in the technology infrastructure services with respect to the client profile and the ramp up which you are expecting in the coming quarters?

Suresh Vaswani: See the technology infrastructure services practice of ours is a very major growth driver for us in the Wipro Technology. You know we have had consistent wins on this front over the last couple of quarters. I think Vivek earlier spoke about TUI win, which is a very major infrastructure services win for us, which covers desktop services, server management, and a range of infrastructure related services. We have also

won in this quarter from one of the very large European customers, very major managed infrastructure services contract which is all about remote infrastructure management. So basically, technology infrastructure services is growing rapidly, it has got a 14% sequential growth, 56% year-on-year growth, 118 customers that we have in the segment, and 8 new customers acquired this quarter. So it will continue to be a very major growth driver for us in Wipro Technology.

Priya: Okay thank you very much and wish you all the best.

Suresh Senapaty: And just to clarify the earlier point that Shekhar talked about, I have to confirm that in Q2 is that amount, and cumulative is that amount, Q1 was zero.

Moderator: Thank you very much madam. Out next question comes from Mr. Ashish Aggarwal of IL&FS InvestSmart.

Ashish Aggarwal: Yeah, my question is related to Spectramind. The new clients which have been added, are these long-term clients or.., do you perceive them as a long-term clients?

Raman Roy: Yeah Ashish, I guess your question is in reference to Wipro Spectramind?

Ashish Aggarwal: Yeah.

Raman Roy: Okay, because Spectramind got sold 2-1/2 years ago.

Ashish Aggarwal: Yeah.

Raman Roy: Yeah, the contracts we have for the new customers, they are all long-term contracts, and we see that as a long-term business.

Ashish Aggarwal: Okay. And question regarding manpower addition, combined you have added on 5500 people, are these most of them freshers, fresh out from engineering colleges or could you give some profile of these additions?

Lakshminarayana: Just a minute, Laxman Badiga is answering this question.

Bala Krishnan: This is Balki here. In IT services we added 4200 people, that is the gross add, of which 59% are from campus.

Ashish Aggarwal: Okay, so you don’t see this trend to continue in next two or three quarters?

Lakshminarayana: Could you repeat that please?

Ashish Aggarwal: You don’t see this trend to continue in the next two or three quarters, you will add lower number of people, manpower addition would be somewhat lower.

Lakshminarayana: See we don’t give any guidance on that Ashish, but broadly the thing is that we hire based on our business outlook and revenue outlook and our hiring engine is robust enough to ensure that we have the resources required to meet our growth plans.

Ashish Aggarwal: Yeah, thanks.

Moderator: Thank you very much sir. We have the next question from Mr. Surendra Goel of SSKI Securities.

Surendra Goel: Yeah good afternoon everyone. We have seen the leading Indian IT services player report strong growth and some kind of acceleration in growth rates over the last few quarters. In your opinion what has really changed resulting in this, and secondly, are we seeing a significant move from total outsourcing kind of work to what you call best of breed outsourcing or global modular sourcing?

Vivek Paul: May be I will ask Raman to talk about BPO and then we will cover the IT....

Raman Roy: See, is there a desire on total outsourcing on the BPO side of the business? Yes, there is a desire for that. The model for that is yet to develop, and people are grappling with what the model is, I mean is it a standard build-operate-transfer, is it build-operate-own-transfer, which way will the transfers happens, what kind of model on the reverse side the vendor is willing to takeover. So we are not seeing any huge movement on that side on the BPO side. In terms of the growth rates, yeah, the market is huge and the business is there to be taken and there is bullishness on what can be done from a remote location, including India.

Surendra Goel: Okay.

Sudip Banerjee: Well on the IT side you know there is a move to look at best of breed, you know there was a time when there were really two camps, one which talked about total outsourcing and the other about offshore. I think those distinctions are getting blurred.

Surendra Goel: Okay.

Moderator: Thank you very much sir. Next in line we have Mr. Ajay Sharma from Citi Group, Singapore.

Ajay Sharma: Yeah hi! Congratulations on a good set of numbers. Just on that salary front, Mr. Senapaty, how much will be the margin impact from the salary increase in this quarter?

Senapaty: You mean the current quarter?

Ajay Sharma: Yes.

Suresh Senapaty: We have not specifically, so far as last quarter is concerned, it had about 0.3 on a net basis because we had a compensation impact and some amount of bulk correction, and net-net we had a 0.3 adverse in the last quarter. The current quarter, all we are saying is that but for the forex impact and a non-cash charge, the compensation impact which will be there based on what was given on 1st of September and what will be given in the current quarter, wee think we will be able to pull the various other livers in terms of the volume growth aspects, as well as the utilization area or bettering on the mix of the business that we have onsite offshore and also getting more and more value added services mix, try to mitigate most of that impact.

Ajay Sharma: So, the only margin impact will be from FX and the non-cash charge?

Suresh Senapaty: That will be our endeavor.

Ajay Sharma: Right. And how much will be the forex loss coming through in the second half?

Suresh Senapaty: I knew that question would come. Ajay, we have not specifically talked about quarter to quarter, but you know we have a number on the OCI, we sort of, it will be a function of actual rates that are there, and like I said the forex cover that we have about $860 million outside of whatever has been assigned to the balance sheet dollar exposures, foreign currency exposures over a five to six quarters.

Ajay Sharma: But is it more skewed towards the later part of the six quarters or.....

Suresh Senapaty: Well, you talk about 5-6 quarters, there are different behaviors, it is difficult to articulate quarter wise.

Ajay Sharma: Okay, and lastly on RSUs. Now, when you used to give options, you used to give it at market price, I was wondering why did you decide to give RSUs at a nominal price or just a bit.... why not at market price?

Suresh Senapaty: Right. If you look at the accounting policy that is emerging in terms of expense accounting, the amount of money you will have to take as a hit as a non-cash charge on the expensing at market price is not perhaps, does not match with the perceived value by the employees when the options are given. So we thought this is the most appropriate methodology whereby the perceived value is equal to the kind of non-cash charge that you can take into books. So it should be treated at par with the normal expense accounting and we would treat it as a non-cash charge effective 1^st October.

Ajay Sharma: Sorry, my question was why not give it at market price, so that you don’t have to take any charge...... shareholders as well.

Suresh Senapaty: Yeah, Ajay, by giving it at a market price and you doing Black&Schole’s valuation, the amount of expense hit you have to take into the P&L account is not in commensurate with the perceived value by the employees if you were to do an employee survey. So based on that the way the accounting is emerging, the way the employees are preserving this, we thought this is the most appropriate one.

Ajay Sharma: Right, but if you give stock at market price, I guess there should be no charge right, because there is no option over there?

Suresh Senapaty: But, you know, that many companies have already started expensing that. There is an accounting..... even stock at market price also has to go through Black&Schole’s valuation basis, and there has to be a hit taken to the P&L account based on the emerging account which is yet to be effective. And many companies in the US have already started adopting it.

Ajay Sharma: Okay, Thanks.

Moderator: Thank you very much sir. Next in line we have Mr. Pramod Gupta from HSBC.

Pramod Gupta: Congratulations on good set of numbers. Couple of small things, this quarter we have seen your SG&A in the US GAAP has come down to 9.9%, it is almost a single digit and probably the lowest in the industry. What is the outlook going forward and what do you see, make out of it?

Bala Krishnan: It should hover around the same percentage.

Pramod Gupta: Pardon. It should hover around the same percentage?

Bala Krishnan: Yeah, may be with marginal improvement either plus or minus.

Pramod Gupta: Okay, and the other thing which I was wanting to know is the company contemplating going in IT services or diversifying in IT services in some other offshore locations like may be Eastern Europe or Philippines or something?

Vivek Paul: I think I can talk on, we have already started an operation in China. As we mentioned earlier, for us, China is not headline grabbing, it is not strategy, it is a tactic. We are using it to support both our North Asian customers, for example, out of Japan as well as using it to serve global roll outs that we might have of implementations for our customers. So we have already got that establish, that office is up now, and we are looking at other locations as well for our BPO business.

Pramod Gupta: Thanks a lot and all the best.

Moderator: Thank you very much sir. We have our next question from Mr. Manoj Singla of JP Morgan.

Manoj: Hi, good afternoon and congratulations once again on an excellent quarter. My first question relates to the pricing side. We have seen a good jump in pricing over the last few quarter. Just in terms of going forward, have we had any re-negotiations with customers, how have they gone, and have there been any pricing upticks, and secondly in terms of new contrasts, where are they coming relatively to current averages?

Vivek Paul: Rich Garnick can answer the question.

Rich: I have a little trouble hearing it, could you repeat that please.

Manoj: Hello.

Rich: Can you repeat that please, I have a little trouble hearing it.

Manoj: Yeah sure. I was just saying in terms of pricing trends, what is the pricing from new customer relative to current averages, and secondly in terms of re-negotiations with existing clients, have we got any upward revisions in the last quarter?

Rich: As we stated earlier that we see some stable pricing for our existing customers. We also believe that new customer win that are pursuing, increased price opportunities as we can see a little strength in the market place, and to ameliorate our cost pressures that we have been very clear with, and we expect to do this, mitigate and continue to build, strengthen our ongoing efforts of profit growth.

Raman Roy: If I may add, this is Raman. On the BPO side, we continue to see some of the players using price as a differentiator, some of the larger players offering price that at least in our opinion is not commercially viable and therefore a little bit of Yo-Yo on the price on the BPO side continues.

Manoj: My second question actually relates to the consulting side of the business, we acquired AMS, the energy practice of AMS and Nervewire last year, how have both been progressing because the consulting revenue still seem to be quite low?

Sudip Banerjee: As we had said earlier, the purpose of that acquisition was really to build a certain cadre of professionals in both the energy and utility side of the business as well as also on the financial services side of business, which would give us entry into different profile of customers, and last quarter I think one of the wins that we had, which we shared was largely because of the type of people we could put forward in front of the clients which clearly came from the AMS consulting side of the business. So consulting revenue has to been seen in two context, one is what is the actual revenue that we are getting each quarter, which has been flattish, and this quarter we also had the large holiday impact, because July and August are the times when all our onsite consultants usually take their vacation, but also the other thing which we have to remember is the contribution that these people are making to the new wins that we are getting in both the financial services business as well as the energy and utility business.

Girish: Hi this is Girish Paranjpe. In financial services, we have seen contribution from the consulting team in not only winning new clients but also kind of extending our reach into an existing client and strengthening the franchise that Wipro has. So all in all, I would echo what Sudip said that you have to see it not only in the context of revenue alone which comes from the consulting line, but what does it do to enhance overall size of business from a client as also extend the franchise that we have.

Manoj: Just one very last housekeeping questions, in terms of campus hiring, how many offers do we have outstanding for the remaining part of the year and what are we planning for next year?

Vivek Paul: We don’t disclose that information on an ongoing basis or both,on look forward basis.

Manoj: Sure.

Moderator: Thank you very much sir. Our next question comes from Mr. Supratim Basu of Deutsch Bank.

Supratim Basu: Hi, thanks. I am sorry, I joined the call a little late, so apologize if this question has already been asked? This 5.5 million shares of restricted stock that you are issuing, has all of that already been issued or is it going to be issued over that 5 year period?

Suresh Senapaty: Yeah, it is an issue granted as of October 1, 2004, and it is vesting over a 5 year period commencing from October 1, 2004, and they will have yearly vesting pattern.

Supratim Basu: Okay. What is the logic or the thought process behind issuing free shares to employees and taking the entire hit through the P&L, I mean, will that have an effect on the total, I mean, are you really restructuring the employee pay package into a cash plus stock type of our pay package.

Suresh Senapaty: Actually if you look at the kind of practices, global practices on the expensive accounting, stock option expensing and also the emerging standard that is coming up, more and more, and also the thoughts of investors, more and more, there is a charge on the P&L though it is a non-charge cash vis-a-vis expensing of stock option. We found that expensing stock option at a market price, the expensing that you want us to do, that is not in commensurate with the perceived value by the employee. So we thought the kind of, if you give a stock, grant of this nature, the restricted stock unit of this major, the expensing that gets done versus the perceived value there is a perfect match. So, I would say this has to be treated at par with an expensing of a stock option, which majority of US companies have already started doing it, and if you were to adopt, that this is comparable on that basis and perhaps commensurate with the perceived value.

Supratim Basu: Mr. Senapaty, I would kind of disagree with that because when you are expensing out options, what you are doing is you basically taking the cost of the options and expensing it out. Here what you are doing is you are taking a much bigger hit because you are taking the entire base cost of the stock through your P&L, so if you are going to do that from a shareholder perspective, employees are basically getting significantly larger deal under this new dispensation compared to what they were getting under stock option, so what I am asking is that will that have an impact on the cash part of their pay package?

Suresh Senapaty: You know, typically, from an Indian IT industry perspective, looking at the volatility etc, etc, if to do a Black&Schole value of a stock option at market price, you will typically take 30 to 40% as an option value of a stock option. So when you do it at a face value, you take, but again you can..., Black&Schole value, a particular option value. Now if you look at the delta that is being charged to the P&L account on a market price basis or on this price and the perceived value, we think this is the most appropriate combination, and the kind of quantity that we have given, dilution is just about 0.7%.

Supratim Basu: No, I am not worried....

Suresh Senapaty: .....when we give a market price based, the quantum of the stock that has to be given will be significantly higher than the quantum of restricted stock units you give.

Supratim Basu: Okay, so what you are saying that on a like-to-like basis, you would have had to issue more options compared to the stock grant that you have given?

Suresh Senapaty: Absolutely.

Supratim Basu: Okay that helps. Thanks for that. One further question on the forex side, which is, you mentioned that you had forex gains during this quarter, I also noticed that your forex hedges have actually come down compared to the previous quarter, can you actually just take me through the whole thing in terms of how much was actually squared off this quarter and what was the gain?

Lakshminarayana: Supratim, we had, we did not have gain this quarter actually, we took a hit, in Indian GAAP of Rs.114 million and in the US GAAP about Rs.56 million is the hit we took on global IT on account of forex. And as you know, yes, the hedge position has come down from close to a billion dollars to.....

Supratim Basu: Okay. This is basically going to be expensed over the next four quarters.

Suresh Senapaty: Five to six quarter.

Supratim Basu: Okay. One final question on the operations side, I noticed that your telecom services provider vertical has done really well this particular quarter though of a

smaller base as also embedded systems, could you just take me through what is happening there?

Dr. Rao: Regarding the service provider space, we have had good quarter. I think our growth was basically driven by two things, one, of course, enlarging the current engagement with our customer base, plus we also got a couple of wins in the Europe, particularly in the OSS and business solutions, BSS integration area.

Supratim Basu: Okay.

Ramesh Emani: On the embedded space, we have seen some good traction from the storage consumer and mobile vertical and that is where there is higher growth in the business.

Supratim Basu: So are these new clients coming through or these are existing clients ramping up?

Ramesh Emani: It is both, some of the existing client ramping up and we getting some new clients.

Supratim Basu: Okay one final question on the utility side? That has been very volatile over the last few quarters, the energy and utility sector, any reason for this volatility and should we expect this to continue?

Sudip Banerjee: Yes I think in the energy and utility space, we have fewer clients with large business portfolios, and every time those clients go through reorganizations we have situations of volatility. So that is the reason for last quarter’s volatility. We think that this client profile of ours is slowly changing, and once it changes to the sort of mix that we have in some of the other verticals there would be a change in the, or more predictability in the results from this vertical.

Supratim Basu: Okay, so you are saying that there has been, after your previous large client M&A being, activity being completed, you had an another M&A activity affecting one of your clients this quarter?

Sudip Banerjee: That is right.

Supratim Basu: Okay, I mean, are you naming the client?

Sudip Banerjee: We don’t name any specific clients.

Supratim Basu: Okay. All right, thank you very much and good luck guys.

Lakshminarayana: Yeah. Before I just want to clarify, I think I made a small error, we did have a gain on forex that is because of the larger hit we took in the Q1, so in the Q2, there was, in accounts there was a gain, that’s right. Just wanted to clarify that.

Supratim Basu: Sorry Lan. You are saying that you did have a forex gain in this quarter, right?

Lakshminarayana: Yes.

Supratim Basu: Okay, and the quantum?

Lakshminarayana: I will just pass on to you off line.

Supratim Basu: All right thanks.

Moderator: Thank you very much sir. Next we have Mr. Pratik Gupta from Citi Group Singapore.

Pratik: Hi, congratulations on an excellent quarter. I just wanted to get some clarifications on the outlook for next year in particular. Mr. Premji you mentioned that you have seen one of the strongest growth rate this year. I was just wondering going forward, if you were to maintain or even come close to this kind of growth rates again, what is the outlook on the supply side, and in particularly I am wondering not just at the fresh engineering graduates level, but more at the middle management level. Do you have enough people out there to manage the larger team sizes and more quantum of business coming through going forward, to be able to sort of maintain, come close to these kind of growth rates again.

Azim Premji: We have a mix in our recruitment of lateral hires as well as hires from campus, and we that we are able to recruit people which we require for our growth, and I do not see that situation changing significantly over the next four quarters.

Pratik: So basically you are saying that the...

Azim Premji: In fact we are finding that you know 2 of largest people who were hiring from us, we have a net inflow of people over the past one quarter. We have hired back from them more people than they have hired from us over the past one quarter. The reverse flow of people happening, where they are finding that just joining a multinational for the sake of joining a multinational with much higher salary, there is some attribute of disillusionment in terms of the jobs that they do there.

Pratik: Okay, thank you. The other questions I just had was regarding the R&D services business. There seems to be some sort of softening in the technology sector, and they are some, sort of, tentative signs that CIOs are cutting back on their budgets etc. One hand that should probably put more pressure on cost cutting and therefore offshoring, I was just wondering what is the outlook over there, and secondly, if also you could just elaborate on the outlook on the European part of your business.

Vivek Paul: Actually you confuse us, you said the technology business and then you talked about CIOs, which part did you want to talk about.

Pratik: Let’s talk about both actually.

Vivek Paul: Smart answer.

Dr. Rao: I can comment on from the telecom domain. Actually, the driver in this quarter has not been because of cost cutting. In fact we are seeing a lot of new product development initiatives. So while you R&D funding remains to be slightly marginal or flat, but there are lot of new initiatives in new products development taking place, that has what has really given us the growth unlike the primary drivers being cost cutting an year back.

Pratik: Okay.

Girish Paranjpe: Hi, this is Girish Paranjpe. I will try to answer the question on CIOs. Based on the conversation I have had with folks in the industry, it looks like the overall budgets are going to be flat to slightly higher. What is unclear at this movement is what portion of that will get devoted to offshore vendors, but based on success that we have had so far, I have no reason to assume anything will change significantly in that portion of work that we do, and as you are aware in the financial services they kind of decide some of these things on a quarter-to-quarter basis. So, there is only so much that we can see out in the future.

Pratik: Okay, and can I just check on outlook on the European part of your business. Are you seeing any signs of more offshoring over there.

Vivek Paul: I think we are certainly seeing a much greater level of interest in Europe than we have ever because the awareness of offshoring has really risen, and if you look at the European performance for the last quarter, we had a growth in Europe of about 56%. So that has been a very strong growth story for us. Looking out, I think there is nothing we are seeing that says that things should slow down or stop.

Pratik: Okay. Thank you very much.

Moderator: Thank you very much sir. We have our next question from Mr. Elroy Lobo of Kotak.

Elroy Lobo: Yeah, just some questions on your attrition rates in the IT services business. It has been consistently in this band of 17-18% and this is far higher than peers in the industry. If you want to break it down into reasons, either, you know, in terms of quality of recruitment or retention policies, or lateral versus freshers mix. What are the reasons why this attrition rate consistently is higher than the peers.

Bijay Sahoo: This is Bijay Sahoo, I am responsible for HR of the company. Attrition is being measured differently by different companies. So it is very difficult to compare apple to apple. In our case, we think in the month of July-August, attrition was more and in September it has come down, and going forward we think the attrition will come down. We have taken certain actions in terms of merit salary increase and restricted stock units which Mr. Senapaty talked about. We think attrition will come down. And if you ask specifically why it has been 18%, actually the recruitment has gone off and we have strong process of post training, evaluating people, and in that process we have separated something like 1.28% of the people, so that has increased attrition in quarter 2.

Suresh Senapaty: And also just to supplement Elroy, there are some value added services which you have and the hot skill component is quite high, particularly in the R&D area, whether it is telecom or in the engineering and embedded area, and therefore it tends to be a little on the higher side because we have a fairly nice component of revenue coming from R&D services.

Elroy Lobo: Okay. Vivek, if you were to look at your strategy going forward, there are two options which normally exist. One is basically going and looking at business and new verticals like the healthcare division or maybe to that extent even utilities, and other is basically focusing on mining clients in segments which are more amenable to offshoring. What is the strategy that Wipro is following and how do you see the scenario going forward?

Vivek Paul: I think that if you look at the past performance, we have had actually more success in hunting new clients than mining existing clients, and this has been something that we have been pleased with for a long time, and I think that to the extent we can do both, obviously we would clearly benefit. Having said that, I think that one of the things that is an enormous competitive advantage for Wipro is the range of services we have and the go-to-market teams we have build. So I think that we will continue to push to grow our existing accounts, but at the same time, I think lot of our growth will come from continued expansion in verticals and in accreting new accounts. So I cannot say that we have a strategy that says one versus the other, I think we want to do both but if history is any guide, it says we shall have some work to do to mine the existing top 10 clients more than we have.

Elroy Lobo: Coming to you execution efficiencies, are you completely satisfied now with the kind of execution platform you have than what it was in the past when you had some issues on fixed price projects etc., and is there any gap that you still think that needs to be plugged when you benchmark it with peers.

Vivek Paul: Well, I think on a benchmarking with peers perspective, if you hold aside one time impact of fixed price projects where somehow we were just caught napping for a quarter and then that had an impact over many quarters. But I think that if you at productivity, we have really surpassed any of the peers that we benchmarked ourselves, and we are very proud of that. Having said that, I think that we are we looking on an ongoing basis is we are never satisfied with where we are. We think that there is more

juice that can be squeezed out of the productivity orange as much as we can go possibly go for it, and so for example we were the first ones to, you know, reach CMM level 5, first ones among six sigma, and now we are the first ones to go after using Lean concepts, which is primarily used in the manufacturing area into software, and we are already beginning to see great results, 10% reduction in cost, 20% reduction in cycle time, and I think that our expectation is that we will never be satisfied with were we are, and we will despite the fact that we benchmark favorably against all of our peers, and we will continue to be the pioneer in usage of new techniques that can set the pace for the industry. And finally I would say in terms of fixing the problems from the past, we actually had a FPP under run this quarter, so clearly the troubles of the past are well behind us.

Elroy Lobo: Thank you.

Lakshminarayana: Can we have a last question Pratibha?

Moderator: Sure sir. Our last question comes from Mr. Depen Shah of Kotak Securities.

Depen Shah: Thank you very much. Hello?

Moderator: Please go ahead sir.

Depen Shah: The questions have been answered. Thank you very much.

Moderator: Thank you very much sir. Would you like to take one more question sir.

Lakshminarayana: Okay, we will take one last question.

Moderator: Sure sir. Our last question comes from Mr. Anupam of HSBC.

Anupam: Congratulations on an excellent quarter. Vivek, question for you. I mean, if you at the all the variables, if you look at utilization, onsite/offshore, excellent volume, pricing, lower depreciation, lower SG&A, I mean consolidation happening in terms of big player gaining smaller losing, all your acquisition in bad period turning around, I mean it is a beautiful purple patch. What worries you?

Vivek Paul: I think that two things, one is we have to keep getting better. So, you know, for example, I think, we could do better on utilization. So I think that we have to keep pushing that. The second is the question that we had on the earlier side, which is on the supply side. You know, ultimately this business is about people. We got to make sure that our attrition does not hurt of customer delivery. We are scaling rapidly. We are adding many more people. As we do that, you know, how do we make sure that does not dilute our quality systems, does not dilute our culture, and on an ongoing basis that a war for talent does not affect our fundamental strength in the operating margin line. So I would say those will be the things that we would focus on.

Anupam: If you look at it from here, I think earlier Wipro has been articulating very pragmatically that these are very high levels of margins, incremental business, the deals getting bigger, I mean, if you cut it this way, if you look at the company your size, and if you look the NASSCOM growth rate for next year. For you guys to growth either you need 100s and 100s of million dollar clients for that incremental growth, or you need to mine your guys more which also means a very high degree of $5 million or $10 million clients. Alternatively, we are at the cusp of going the way the world went in terms of big deals, annuity multi million dollar or a billion dollar deal over 5-6 years. Do you think we are at the verge of that, and if we are, a quick comment on how do you think margins will play out in the near future.

Vivek Paul: First of all I think that in the world of mega deal outsourcing, things have diminished quite a bit. So I think that what we will see is, we will see us continuing to climb the ladder quickly, so you know you talked the TUI deal, that is a multi year, you know, fairly large sized contract. I think that we are going to see more deals like that that come in. I mean, we are very aware of the fact that, you know, as I was saying to our sales team, you know, we are no longer the gazelle that could, you know, chop on a leaf here and there, I mean, we are the elephant, we need a whole bamboo grow everyday to sustain ourselves because otherwise we are not going to be able to grow on this phase. And, so we can’t get excited if we see a leaf somewhere, I mean, we have to hunt and find these things, and you are absolutely right that we have to do a better job on the existing account mining as well. But really, I think that we are going to see a combination of all three, the existing account mining, we are going to see a combination of new accounts continuing to come in because there are still many industries that have been slow to come to this table and in some sense some of the growth has come from industry that had not offshored so far, and regions of the world that had not offshored so far. And the third is that many companies will now begin to give us deal sizes that are committed, guaranteed over many periods of time.

Anupam: Any comment on margins of these deals when the sizes get bigger or do you think it is manageable.

Vivek Paul: You know, we have not seen anything right now that says that new accounts will be at lower margins. In fact, we have maintained so far that every time we announce the quarter earnings, new accounts came in at prices that are higher than existing accounts.

Anupam: Right: One quick question on visas. I think the salary hike which we are giving this year, I mean, what is view going forward. Basically, where I am coming from is, if India had X amount of visas available to them and they got lapped up in a few hours. I mean, no matter how comfortable we are today. It is a clear sign that there is a demand-supply miss match or a potential demand-supply miss match in the offing. Even if it not there for Wipro, I mean, somebody else a lower company to do business will have to hire these laterals with fungible visas. I mean, where do we see the salaries going from after this hike, do you think this is norm now, a 15% hike per annum or is there any other way we can control it.

Vivek Paul: You know, I think that, there are two elements of question, you know, you have, one is that will we see rising attrition in visa holders, because other companies will be desperate to get visa holders, and I think that clearly that is something that we are working with, and we are pretty comfortable that we have got a handle on attrition onsite and offshore in term of not letting that be a run away problem. In addition, we do rely on L1 visas as well, which do not have that gap although they have their own recruitments that we fulfill to the spirit and to the letter. And you know, finally, I think that the advantage of having a presence across of the world is we have the ability to mix some of the people we hire. So for example, whether it is the AXA win we had Australia or the TUI win we had in Europe, I think that we as part of that deal are taking on a few people, not so many that we hurt our margin, but a few people that allows us to provide that interface. So I think that on the visa front, clearly we share the concern, but we are not viewing it as being amongst the top list of concerns. With respect to compensation increases going forward, I think that it is anybody’s guess, but we feel that we are at individual spot right now, where the graduating classes are coming out when they started at a time of technology downturn and as a result the class sizes are contracted. We are today seeing many more kids go into that region, into that space in terms of education, and we think that by 2005-2006 we are going to see this demand supply imbalance correct itself, but really, that is just my crystal ball and could be as smart as anybody else’s.

Anupam: Right. Okay great guys, Congratulations and best of luck to the future.

Vivek Paul: Thank you.

Moderator: Thank you very much sir. At this moment, I would like to hand over the floor back to Wipro for final remarks.

Lakshminarayana: Thank you ladies and gentleman for participating in the call. Should you have missed anything during the call, the audio archive is available on our web site, and we will also be putting up a transcript of this call pretty quickly, and of course should you have any clarification or information, please feel free to call anyone in the investor relations team, and we will be happy to talk to you. Looking forward to talking to again next quarter and have a nice day. Thank you.

Moderator: Ladies and gentleman thank you for choosing CyberBazaar’s conferencing service. That concludes this conference call. Thank you for you participation. You may now disconnect your lines. Thank you and have a nice day.

EX-99.5 6 f02482exv99w5.htm EXHIBIT 99.5 exv99w5

Exhibit 99.5

WIPRO TECHNOLOGIES
Q2 EARNINGS CONFERENCE CALL
OCTOBER 15, 2004

Moderator: Ladies and gentlemen, thanking for standing by and welcome to Wipro earning for quarter ending September 2004 conference call. At this time all the participants are in a listen-only mode. Later we will conduct the question and answer session, instructions will be given at that time. If you should require assistance during the call please press * and 0. As a reminder this conference is being recorded. I would now like to turn the conference over to our host Mr. Sridhar Ramasubbu. Please go ahead.

Sridhar: Good morning ladies and gentlemen, and good evening to the participants across the globe. I am Sridhar Ramasubbu and along with Lan and Jatin in Bangalore we handle the investor interface for Wipro. We extend a very warm welcome to all the participants for the Wipro’s second quarter results and the earnings call for the period ended September 2004. We have the entire Wipro management team Mr. Azim Premji, Chairman and Managing Director, Mr. Suresh Senapaty, the CFO, Mr. Vivek Paul, Vice Chairman, Mr. Suresh Waswani, President — Wipro Infotech, Mr. Raman Roy and other senior members of the management team who will be happy to answer the question that you have. The call is scheduled for one hour. The presentation of the first quarter results will be followed by a question-answer session. The operator will walk you through the procedure for asking questions. The entire earnings call proceedings are being archived and transcripts would be made available after the call at www.wipro.com. Before we go ahead with the call, let me draw your attention that during the call we might make certain forward-looking statements within the meaning of the Private Security Litigation Reforms Act of 1995. These statements are based on managements’ current expectations and are associated with uncertainty and risks. These uncertainties and risk factors have been explained in detail in our filings with the Securities Exchange Commission in the US. Wipro does not undertake obligations to update forward-looking statements. I am available on the email as we are conversing and please feel free to send a mail. And now I turn it over to Mr. Azim Premji, Chairman and Managing Director, Wipro.

Let me share with you some of our thoughts on our performance and prospects. Team Wipro has delivered yet another quarter of solid performance. Robust growth in all our business segments resulted in Wipro posting its highest year-on-year growth in profit after tax in the last 12 quarters. Reflecting the momentum we have been witnessing in recent times, revenues in our global IT business was $327 million, a growth of 47% year-on-year. The growth continued to be broad based across key verticals, service lines, and geographies. Notably, our differentiated services, business process outsourcing, and

technology infrastructure services grew sequentially by 20% and 14% respectively. From a profitability perspective, in spite of gross addition of over 8800 people to our team, we were able to expand our operating margin for the fifth successive quarter. Our performance over the last 12 quarters is indicative of our willingness to take tough strategic decisions and make necessary investments when required, and equally of our resolve and ability to execute the strategy effectively so that they reflect in operating results sooner rather than later. This is the reflection of the belief that business decisions must be run for the long term, and equally importantly, long-term goal should be broken up into a series of short-term milestones. This approach is equally evident in the results of our India, Middle East, and Asia Pacific business, where we have invested into new geographies such as Middle East and Australia with a long-term perspective.

During the last quarter, this business signed up its first multi-year multi-million IT services contract with AXA Australia. These successes have convinced us of the efficacy of our approach to achieve our goal of global leadership in IT services industry.

Looking ahead, the environment we see is one of strong volume growth and stable prices. We believe that universal acceptance of the global delivery model will open up newer avenues and provide exciting opportunities for the Indian IT service companies. This will also bring newer challenges in terms of managing scale and increasing competition from customers as well as for the talent. You may rest assured that Wipro will be as proactive in seizing these opportunities as we will be in addressing the challenges. I will now request Suresh Senapaty, our CFO, to comment on financial result before we take questions.

Suresh Senapaty: A very good morning to all of you ladies and gentlemen, and for those in India and Asia, a good evening. Mr. Premji shared our view on the business environment, and I will touch upon a few aspects of financial and operational significance.

During the quarter, we had a sequential revenue growth of 9% in our global IT services business, which comprised of 7.8% revenue growth in the IT services component of that segment and 20% growth in the IT-enabled services business component of that segment. The 7.8% growth in the services component was driven by a 7.3% growth in the volume of the business combined with a 2.9% increase in our realization rate for work performed onsite at our clients’ offices, partially offset by a 0.5% decrease in our realization rates for work performed offshore. The 20% growth in our IT-enabled services business was primarily due to growth in volume of business, partially offset by a sequential decline in price realization. For the quarter ended 30th September 2004, net income computed in accordance with the US GAAP is 93% of the profit after tax as per Indian GAAP. The difference is primarily on account of differences in treatment of forex gain and losses, amortization of intangibles, differences in revenue recognition norms, stock compensation, and accounting for dilution arising from exercise of employee stock option in Wipro Spectramind.

We had in June 2004 obtained a shareholder approval for issue of restricted stock units to our employees. We believe these units are an innovative tool, not only of employee motivation and retention but also for better alignment of interests of our key employees with those of our shareholders. The compensation committee of the Board of Directors has awarded about 5.5 million of such units vesting over a five year period to our employees effective October 2004. These awards cover a substantial portion of the eligible employees in senior and middle management.

We have given compensation increase for teams in parts of our business effective September 2004, and some more are being covered during this quarter. The impact of the compensation review would be an increase in wage cost in our global IT business by about 15-18% of our offshore compensation. We would also have a non-cash charge on our profit arising from restricted stock units. These incremental charges coupled with lower number of billable days in the quarter ended December and impact of our hedge position would lead to some contraction in operating margins for the next quarter. We will endeavor to contain the contraction through improved productivity over the next couple of quarters. We will now be glad to take questions.

Moderator: Thank you. Ladies and gentlemen if you wish to ask a question, please press * and 1 on your touchtone phone. You will hear a tone indicating that you have been placed in the queue and you may remove yourself in Q&A at anytime by pressing the “pound” key. If you are using a speakerphone, please pick up your handset before pressing the numbers. Once again, if you have a question or comment, please press * and 1 at this time. Our first question will come from Mayank Tandon from Janney Montgomery Scott. Please go ahead.

Mayank Tandon: Thank you. Good morning from the US. I had a couple of questions, first, if you could comment on pricing, may be provide some color behind the improved realizatioins onsite and then the slight contraction offshore please?

Rich Garnick: Hi, this is Rich Garnick. With regards to pricing we are seeing as we said already a stability in our pricing strategies, which the market place is allowing us to do. We are also able to deal with increased cost of, we talked about in the morning, salary increases by seeing some traction on new business where we are able to keep an increased pricing across the board. So we feel comfortable that we will be see price realization due to those factors and we have also done something in regards to fixed price projects and managing those fixed price projects and getting better price realization across the board.

Mayank Tandon: Besides newer deals coming in at higher price points, are you also seeing the renewals coming in at higher price points or they basically holding flat?

Rich Garnick: I am sorry, could you repeat that?

Mayank Tandon: In terms of pricing breakdown, are you only receiving pricing increases on the new contracts or are you also seeing pricing increases on renewals?

Rich Garnick: Yeah with some existing business we have been able to get some kind of pricing increases, however, the majority of existing customers are holding steady and we are seeing majority of the price increases on new contracts. We are also seeing a rich of mix of the service offerings that are enabling us to strengthen our pricing as we reposition the mix of the business.

Mayank Tandon: Okay. And my next question has to do with the wage inflation basically wanted to understand if you are going to smooth out the impact the 15-18% increases that over a course of several quarters or is that going to be a one quarter hit in the December quarter?

Suresh Senapaty: You know the offshore compensation constitutes in Wipro Technology is about 16-17% of our revenue. So what we are saying is this impact of 15-18% would be of that 18% or of that 17% and that will kick in from this quarter because we had given a part of the increase on 1^st of September and another balance will be given in this quarter.

Mayank Tandon: Okay, so that wage increase implemented in phases over several quarters or is that a one quarter hit?

Suresh Senapty: No it gets implemented starting from 1st of September to by the end of this quarter this will be implemented.

Mayank Tandon: Okay, and one more question .....

Sridhar Ramasubbu: Total impact be spread over October, some in October, some in November and December, so it will not be a full quarter impact, but it will be full quarter impact from next quarter onwards.

Mayank Tandon: Sure okay, understood. And one question I had on the hiring; the aggressive hiring, was that, could you actually give us the split between campus versus lateral.

Suresh Senapaty: I will request Laxman Badiga to answer that?

Laxman: Our campus split is currently around 60% and 40% lateral.

Bala Krishnan: And it has increased from 45% in the previous quarter to 60% in the current quarter, the campus.

Suresh Senapaty: Last quarter we have seen some amount of correction in the bulge that we have talked about in the previous call. We have been steadily improving it from the quarter ending March to June quarter as well as September quarter, and going forward we will see similar changes coming forward.

Mayank Tandon: Till that way 60 to 40 is expected to be maintained or do you expect to actually increase that campus level to close to may be 70% like some of your competitors?

Laxman: It will be maintained or might be some slight increase in the course of this year in terms of ratio.

Mayank Tandon: Right. And one final question on the rupee impact, if you could just breakdown you know how it impacted your margins and the other income item? Thank you.

Suresh Senapaty: Yeah, so far as the last quarter was concerned, in terms of the margin there was about 30 basis ......, you know we had a margin expansion of 170 basis points under the US GAAP, and the exchange has impacted about 30 basis points in that.

Sridhar Ramasubbu: We had a net gain of 30 basis points in this last quarter.

Mayank Tandon: Okay, thank you.

Moderator: Your next question will come from Ashish Thadani of Gilford Securities.

Ashish: Good evening, just to get to the point of operating margin, which has reached, I believe it is 27% up for the last five quarters, do you believe that it has reached an equilibrium or do you expect there will be further quarters where it will continue to rise, not counting the impact of what you just mentioned, which is the wage increases?

Suresh Senapaty: Let me explain this, I think what we talked about is:

a. Wage increase.

b. Forex impact for the current quarter as compared to the last quarter, because we have last quarter a 30 basis points improvement in the operating margin, but this quarter we are expecting a decline based on the forex covers we have, and

c. A non-cash charge on account of the restricted stock units that has been granted. But there are many levers based on which there could be improvement in the margins such as utilization, such as change in the mix, change in price realization because of the change in the mix of the business offering and so on, which we have a fairly decent track record of having made some improvements in the past. So what we are saying is if you leave aside the non-cash charge and you leave aside the forex component impact, our object/endeavor would be to mitigate the pressure on account of the compensation.

Ashish: Understood, and just one housekeeping item; Suresh you mentioned that 9% sequential increase in global IT services revenue, but the release says 13%; I am not quite sure which is the right number?

Suresh Senapaty: 9% was in dollar terms and the 13% is actually decimal of 12 point in rupee terms.

Ashish: Got it, okay. Thank you, great quarter.

Suresh Senapaty: Thank you.

Moderator: Thank you. Our next question will come from the line of Lou Miscioscia from Lehman Brothers, please go ahead.

Lou: Okay great, did you happen to mention from I guess the sequential standpoint looking at operating margins how many what I guess basis points that you are expecting it for a decline given the statistics you have stated?

Suresh Senapaty: Well we have not specifically articulated any specific number in terms of decline in this particular quarter, but we said there are various factors on which there could be weaknesses and there are multiple other factors on which some of that will get mitigated. So, all we are saying is we will do the recovery over a few quarters.

Lou: Okay then compared to I guess the first quarter consensus number which I think is a 11 cent, would you expect that there would be a difference comparable to the current consensus to the upward downslide?

Suresh Senapaty: I am sorry, could you repeat the question please?

Sridhar Ramasubbu: The question is whether we are going to increase our what happens to the EPS guidance consensus estimate of 11 cents, it is going to be up or down?

Sridhar Ramasubbu: We won’t guide on the EPS numbers and what we are giving is a flavor of what will happen to the bottom line and there are both plus and minus factors so we have to look at that in that perspective.

Lou: Okay, it is alright there. Now for more I guess the bigger picture question, you know when you look at you are obviously growing, your business is growing at these kind of levels, what is the biggest barrier, when you said you are normally you know in the past we have asked a lot of questions about IBM and Accenture coming in, obviously you have got you know very big high quality companies also out there in India being TCS and Infosys, but right now is just running your business is biggest thing or would you say that there are some of these other factors are higher in your list, and may be if you could just rank them?

Vivek Paul: I think that you know if you look at the situation right now, our supply side seems to be higher up on the worries’ list than the demand side, I think that we continue to add service lines, we have demonstrated that our process quality is sustainable and competitive no matter what brand name we are up against, we are continuing to be able to drive growth, drive margins. So I think that the concern is that we have really rank around, being able to get enough growth talented people to speed up business growth, being able to retain our quality systems and our culture as we scale and add so many people, and being able to in some sense keep that pyramid alive so that we can keep

adding more people and still be able to have the program manager and the individual contributor ratio.

Lou: Okay, last followup question. Do you have the attrition levels that you are currently running at?

Bijay Sahoo: Our attrition rates for this quarter we have reported 18%, and it includes the voluntary, involuntary, the both attrition. During training periods, we have a very tough testing process before we send the people to the customer’s project, and the people who are getting low scores, we separate them, and some such people like 1.28% of the total attrition is for those people who have failed in the training test.

Suresh Senapaty: And this number is based on a quarterly annualized. So if you consider the last 12 months, it will be a few notches lower.

Bijay Sahoo: And another pattern in attrition emerging is our July-August attrition is higher, in the month of September we had much lower attrition and going forward we think based on our MSI which was released, merit salary increase, an RSU for the key managers, our attrition will we think come down. This is excluding the BPO numbers, this is essentially for IT services, i.e. Wipro Technologies.

Lou: Okay, thank you.

Moderator: Thank you. Our next question will come from the line of Julio from Goldman Sachs, please go ahead.

Julio: Good evening and good morning gentlemen. Real quickly, just wanted to understand the issue of the restricted stock units, what was the exact amount and the impact to the P&L, it sounds like it is going to be a non-cash item, will it be amortized to the income statement?

Suresh Senapaty: Yes you are right, it is a non-cash charge. It will be amortized starting from 1^st of October ‘04 to a five year period, which is over the 20 quarters perspectively, and it is a 5.5 million RSUs from 1^st of October, and based on the market price, and this will be typically the exercised price will be the nominal value of the share, which is about Rs 2.

Julio: Thank you. And may be if I can go back now to the new level of headcount additions that we have seen at your company plus one of your competitors, how sustainable is this new level and perhaps more importantly for me is you know the number of people that you are brining on are they already sort of earmarked for clients or do you still have to go out and win business to get these people working and I guess my concern would be with the headcount additions that you would see a fall off in utilization or some risk to your utilization numbers?

Vivek Paul: Let me break that answer to several features. First of all with sustainability of being able to hire that many people, we are comfortable with that, I think the recruiting teams have built a great engine here, that continues to scale up as we need it. The second is in terms of you know whether this will result ... that whether we were hiring ahead of demand and that whether this would create an inventory of unbilled people or utilization problems. The answer is no, we hire to demand, in fact we measure our hiring cycle times pretty aggressively, we mentioned that in prior quarters and we continue to do that. The third is that as we experience the percentage of hiring from campus in some sense the internship period they have to go through is definitely longer than with a experienced hire, and so on growth level it does impact the utilization a little bit, but frankly that is not a measure that we keep looking at pressing the cycle time on.

Julio: Okay, thank you. And may be one another quick question related to demand, I don’t know if that was Vivek, you know what are you guys seeing in terms of decision making cycles are a shorter or elongating, could you just give us a flavor for sort of the pace of activities, I know it is a difficult thing to track from the outside because of you know sort of the propensity to not put out a lot of press releases and you guys are kind of operating under the radar screen if you will, could you talk a little bit to the decision cycles and may be what you guys are seeing there?

Sudip Banerjee: The decision cycles have not changed dramatically in the last couple of quarters. I think what has happened is that customer sensitivity to disclosures have increased and therefore we are unable to disclose customer names, as we used to do in the past, but we continue to see a great demand, we continue to see customers coming and visiting us to evaluate our product and services, we get a lot more RFPs now than we used to get a quarter ago, and this is reflected in the results that we have achieved and the guidance that we have given for the next quarter.

Julio: Can you put some specific numbers around, you know how long it takes to go from you know sort of a RFI/RFP to a decision?

Sudip Banerjee: Well there is no one number to that, I mean there are some decisions which get closed within 60 days and there are others which go on for 180 days, so I mean there is a full range, I mean and these again is just outliers so there could be you know many many variations in these.

Julio: Depending on the type of the work as well I am assuming.

Sudip Banerjee: Right, this is depending on the type of work, it is depending on the size of the RFP, it is also depending on the territory that we are talking about, and there are different patterns in different geographies.

Julio: Okay.

Sridhar Ramasubbu: For one or two customers we have generally seen a trend of 3-8 months’ time for a sales cycle to conclude.

Julio: Okay. And then finally for me, can you just to understand the wage increase that you are passing, was it only offshore, and then related to that, do you guys have a need to pass any wage increases onsite?

Bijay Sahoo: Onsite what is happening today is with US market opening up some attrition is there in US, so what we are doing is selectively based on skills, the criticality of the skills, and the managerial talent, we are considering very very select people to be covered by merit salary increase onsite.

Julio: Okay, and when was the last time you passed one onsite?

Bijay Sahoo: It is almost two years ago.

Julio: Okay. I think you guys gave a statistic about the cost composition of your offshore, what would be the cost composition for onsite?

Suresh Senapaty: Onsite is about 30%.

Bala Krishnan: Onsite salary cost constitutes 30% of the revenue.

Suresh Senapaty: But what Bijay Sahoo stated it will be very very selective, and the impact is not expected to be huge.

Bijay Sahoo: And the percentage of increase is also not as high as we gave in India.

Julio: Right, it is going to be in low single digits most likely?

Bijay Sahoo: Absolutely.

Julio: Okay, great, thank you very much.

Moderator: Thank you. Our next question will come from Terrance Quinn from Camelot Capital

Terrance: Yes, good morning and good afternoon to you. Could you just possibly give some idea if you are hiring to demand, can you give us a sense of as you look at those new hiring, where is the demand that is going to be the greatest of the opportunity, the greatest within your I guess your service base at this point?

Vivek Paul: I think that you know we don’t really give guidance in terms of where and by how much the growth will be. The hiring is directly correlated to revenue outlooks. You know if you look at this quarter gone by, we had a very nice increase in billed man months, much higher than our five quarter average, and so in some sense the referred volume that the quarter we hire to that, you know particularly for campus hires, we do

hire a little bit in advance as well, but I would not read too much into campus hiring but certainly it is certainly correlated to revenue, and we are hiring to demand.

Terrance: Right, I was actually looking more for something from a directional standpoint as it happening, you look at demand and you look at which coming from your customer base, were you seeing in way of RFP, is it going to be in the application development, in maintenance, is it consulting, is it BPO, which I guess are going to be the better growth areas for you as you look out over the next you know 6-12 months?

Vivek Paul: Well if you look two or three quarters ago, we used to have more BPO hiring than IT hiring, that trend reversed itself this quarter, we are now hiring more IT people than BPO people, so I think that in some sense we continue to expect that we are going to have hiring on the IT side, within that again it is directly correlated to the growth in the business, and our growth we are fortunate to have across the board growth, specialty practices growing faster, so we are going to see more hiring in our infrastructure services business, in our testing business, in our package implementation business. So really I mean it is not a different picture than what you see when you look at the split by service line in terms of revenues.

Terrance: Okay, and I guess Rich referred to fact that there is probably going to be or there is a mix shift that may be taking place here, when you say mix shift, are you talking about within the respective lines of business or you talking about in the way the contracts are being priced, fixed priced versus time and material, so is there going to be a shift in that as well?

Vivek Paul: No I think what Rich was mentioning was that the mix is in towards the more specialty services because they are growing faster and you go on the average, so the mix is rising, and those specialty services typically gave us the higher price point and therefore our average prices rise as a result of that mix shift.

Terrance: Okay, in that I am assuming that is what you think that some of the margin will be offset against the higher wages is going to take place?

Vivek Paul: Yeah when if you look at the pressure points on the margin expansion it certainly is, you know I will not say it is large price increases but the moderate price increases as has been in the past, I think that you look at utilization, it has been another lever that we can hit. In addition offshore mix is one that we continue to look at, we have had some good improvements on that quarter after quarter, this quarter we saw 2% more offshore. So I think that those are some of the levers that we can adjust, and you know we are investing heavily in productivity programs, I mean if you think about it we have always been the leader, we were the first one to CMM level 5, first one to use 6-sigma, and now we are the first one to use lean manufacturing techniques, which really are from the manufacturing shop floor in software, it is an interesting journey, we are just getting started on it, for the world of course we are discovering a lot and we are able to you know take about 10% of the cost and about 20% of the cycle time out.

Terrance: Okay, but if, just on the point of mix shift on the offshore versus onsite, is that something you expect that the offshore component will continue to increase at a gradual rate?

Vivek Paul: That is correct.

Terrance: Okay, thank you.

Moderator: Thank you. Our next question comes from Trip Chowdhry at MidWest Research. Please go ahead.

Chowdhry: Yes sir, congratulations on a phenomenal execution here. I had a question on the acquisition strategy. You may have, you did extremely well by acquiring American Management Systems, Nervwire, and I was wondering where are we heading with future acquisitions and what kind of companies you may be acquiring or thinking to acquire?

Vivek Paul: I think that if you look at the acquisition strategy, we continue to look at acquisitions of all flavors. We look at acquisitions, if I look at sort of just the last six months, we have looked at acquisitions that were similar to the ones we have already made, we have looked at acquisitions that were consolidation acquisitions that would give us may be a wider footprint in the particular vertical, we have looked at acquisitions that were specialty practice lines that we could add. So, I can’t say that we have changed from the course we charted out early, which is that our acquisition strategy should be extremely opportunistic; and outside the IT services area, we have made significant acquisitions in the consumer care and lighting business as well.

Chowdhry: Perfect. Also, you have been very vocal telling publicly like the whole objective of Wipro is actually to be one of the top 10 leading IT services company in the world; I was thinking what kind of initiatives and strategies you have in place to achieve this objective and when do you think we may see that happen?

Vivek Paul: Let me start by saying a what are the things that we are already top 10 in, we are already top 10 in net income, we are already top 10 in market capitalization, we are top 10 in headcounts, we are not just top 10 in revenues, so basically what it means is that we should be charging a lot more than we have been in past, but anyway if you look at that, you know big floats of that ambition are already accomplished, you know if you look at on the process side for example, the knowledge management association, they came out with their list of top knowledge management companies in the world, we were #6. So, if you look at analysts, if you look at all kinds of things that touch our business processes, we benchmarked ourselves in everything against the global top 10 and we are pretty proud that except the revenue line, we are there. Now, we could always buy this revenue, but we stayed away from that. I think that you know we, to answer your question of how do we go about it, there is no sort of grand thing that we do, it is everyday a chip away, every process that we have to get up there.

Chowdhry: Perfect. Thank you.

Moderator: Next question will come from the line of Mr. Katri SG Cowen, please go ahead.

Katri: Thanks, and good evening. A couple of follow on comments. Richard, you spoke about pricing trends in general. Is there anyway for you to kind of speak specifically about pricing trends by looking at your R&D segment and then looking at the enterprise services segment, that’s #1. Then, I just wanted to clarify that the 18% attrition rate excluded your ITES division; and then you did comment upon M&A, but in that context, may be you can comment on your willingness to complete acquisitions that could be dilutive to earnings. Thanks.

Richard: Okay, let me break that up. First on the pricing trend: I think the trends in pricing are reflected based on supply and demand and the competitive pressures in the market place. Customers tend to get what they ultimately want, and currently you have seen the robust growth which our whole industry has experienced over the last year, supply continues to tighten, so I think it is going to be natural what happens over the long term. We are doing things on a couple of different fronts, to obviously mitigate the effects on profitability, we talked about that already once, our focus is on productivity and bringing value for our clients through those measures. With regard to attrition, the attrition data, the 18% is not including the BPO business, the IT-enabled services business; and on the acquisitions, as Vivek said, we are looking at an array of different opportunities to bring value to the business first that effects various strategies either service line expansion or geographic addition that add value and are accretive to the business. I don’t believe we have too much of an appetite to do things that are non-accretive to our existing business situation right now.

Katri: Excellent, thanks good quarter.

Richard: Thank you.

Moderator: Once again, if you do have a question, please press *and 1 at this time. We go to the line to Richard Davis from Richard W. Davis, please go ahead.

Richard Davis: Congratulations on the excellent quarter. My only question is about the package implementation, is that continued to be strong; there was some concern about it last quarter?

Richard: Package implementation, I think I am pretty happy with the results of last quarter. Yes, we did not have quite the quarter-to-quarter sequential growth, however, if you look over the four quarters, we had a compounded quarterly growth rate of 14%, and as we continue to balance our portfolio of revenue growth and manage profitability, we did some things to improve the mix of the business that enabled us to bring a balanced approach to revenue growth and profitability. Our outlook going forward based on our pipeline, a large win that we talked about last quarter that will be ramping up in the

subsequent quarters as we go through the knowledge acquisition phases, we feel pretty optimistic that we will continue to grow that business aggressively and possibly you know look, I don’t want to give too much in the way any guidance, but we are very optimistic about the framework of that business returning to historic growth levels.

Richard Davis: Thank you very much.

Moderator: Thank you. Next question will come from Sameer Nadkarni from WRHambrecht., please go ahead.

Sameer Nadkarni: Hi guys! Nice quarter there. I have a couple of quick questions. You are up to about 370 customers in IT services and I was just curious what you see as the biggest hurdle, clearly you are targeting like Global 1000 or beyond that as your target market, and so I am just curious about any thoughts in terms of what you feel is your biggest hurdle in expanding that customer base?

Sudip Banerjee: We are doing two things in terms of the customer base. One is looking at the opportunities within the existing markets that we have and also addressing newer markets where we have not been there. One of the wins that we have talked about in this announcement has been the win at AXA in Australia for example. In the existing markets, we think that there is still a lot more to be covered, both in terms of farming our existing customers as well as for hunting more customers within the Fortune 1000. One of the reasons why we have grown is that we have been doing a lot more hunting than farming and much of our sequential growth and our year-on-year growth has come through new customer acquisitions. We think there is a play in much of the existing customer base as well and we are going to be continuing to work on both. So we will work on getting more customers within the Fortune-1000 list and also expanding in territories where we have traditionally not been strong in the past.

Sameer Nadkarni: Okay, so just in terms of a followup to that, your outlook for the global IT services line for the next quarter seems to imply about a 6% growth rate sequentially and in the context of a pretty strong demand environment and your comments on price stabilization, it appears to be very conservative, just curious if you could comment and I will be curious for any thoughts from Vivek and Sudip on so far in your minds or the two or three biggest concerns going forward.

Vivek Paul: Actually before I do that, I thought may be Suresh Waswani can talk about the early part of your question about the enterprise accounts, because he runs some of our specialty services and we are using that really well to open up new accounts.

Suresh Waswani: I will talk about two service lines which are major growth drivers for us, one is the technology infrastructure services line. In this space we have actually become a full services provider. We do infrastructure management including data center management and desktop management. We also do a lot of infrastructure integration and we clearly leverage completely global delivery model like we do for application development maintenance services. So, we have used this service to actually

breakthrough into a very significant breakthrough in UK, in a company called TUI, which is one of largest travel services company in the world I think, and here we are doing infrastructure management which spreads across 10,000 desktops, 300 servers, 800 locations in UK, and covers the entire range of our infrastructure management services like help desk, desktop, server management, and security services. So we have used, this is pretty unique to Wipro in terms of an end-to-end infrastructure management services offering, and we have used this to expand our customer base. This is not a breakthrough in context of an application development, which has been our traditional business, but a breakthrough in terms of infrastructure management, which then leads for a lot of other service lines to grow. Likewise, we have a very interesting service line that Wipro offers, which is the testing services line. It was traditionally very focused on our technology services, but we have now expanded the testing services to cover the enterprise and the financial segment as well, and we have used this service to make entries into a lot of software product companies, a lot of telecom infrastructure companies, as well as a lot of enterprise companies. So, clearly in terms of expanding our market reach, either within the accounts or outside the existing accounts, we are using new service lines.

Vivek Paul: And to answer your question about what you worried about, I think as what I catch it earlier which is really more to worry on the supply side than the demand side right now, that is not the state that you know business is jumping off the road and jumping into our pocket, I think still a whole lot of work to be done by the team, but really at this time, yes, how do we feed the demand and how do we do it in the way that does not hurt our record of delivery.

Suresh Vaswani: Let me just elaborate one point. You know the fact that we have a pretty wide service line offering, it gives us a very strong capability of growing in our existing customer base, and I think we need to do that more and more. It also gives us the capability of opening up new accounts, because we have a pretty large service offering in terms of number of service lines. So, whether it is infrastructure services or BPO or application development maintenance or testing, there are multiple openings that we can create in different customer situations.

Sudip Banerjee: Well your comment on the guidance outlook; I think one of the things you have to remember is that this quarter we have less number of billable days than the normal traditional quarters, and that is reflected in our guidance.

Sameer Nadkarni: Okay great. Just one other question in terms of the enterprise sales team. Can you provide any head count numbers in terms of the hunting versus the farming focus teams?

Sudip Banerjee: No, I am unable to give you details of the number of sales force that we have in the field.

Sameer Nadkarni: Okay, but just in terms of sir you know what the mix would be on a relative basis, is it evenly split or how the mix works out?

Sudip Banerjee: Yeah, about evenly split.

Sameer Nadkarni: Okay, great thank you.

Sridhar Ramasubbu: We will take that question off-line, I will explain to you.

Moderator: Our next question is from Amit Khurana of IL&FS Investsmart, please go ahead.

Amit: Hello can you hear me?

Sridhar Ramasubbu: Yeah we can hear you.

Amit: Just one thing, if you could clarify a little bit more on the stock option plan that we came out with, just trying to understand, would it be captured at the cost of revenue level or the SG&A level or split across, and if you could also give us a sense of what is the percentage of employees who will get covered by this stock option plan?

Suresh Senapty: The coverage is about for the key middle managers and senior managers here, and if you look at this particular scheme it primarily substitutes the stock option plan that we used to have in the past, because we found that the kind of expensing that is based on a Black & Scholes value that one does, the perceived value by the employee is not line with that, so we though that this kind of schemes in terms of the non-cash charge you taken into the account is in line with the perceived value by the employee, and this is a retention tool, which is a rewarding tool, and this is to motivate employee, this is also to align the interest of the employee with that of the shareholders, and therefore we have come out with this particular scheme, and it has been pretty well received by the employees who have got them.

Amit: Yeah I appreciate that Mr. Senapty, just to clarify would this entirely be reflected at the gross level or it would go around in the operating level the SG&A level?

Suresh Senapty: Yes, depending upon whether the particular employee is under the cost of good sold or the SG&A, it will get split accordingly, but it is exactly like how the stock option expensing generally takes place.

Amit: Yeah okay that helps. Second, Vivek, one of the concerns that one would have seen in the last couple of quarters back was you know the currency fluctuation and that moving against us; I was just wondering if you could throw some qualitative factors that you would consider before you know really taking this into consideration as the rupee really moved the other way round against us, I mean quantitatively I understand it may be a theoretical thing to talk about, but how concerned are you about that and you know going forward what is the consideration that you would take while going back to clients to ask for a price hike based on this?

Vivek Paul: Well with our heavily hedge position we would look brilliant if the rupee really moves in our favor, but having said that I think that what we are seeing is that in some sense just the fact that compensation levels are rising is creating an environment where we can talk to customers about getting potential price increases; however, as maintained in the past and I continue to do so that the biggest correlation between getting our price increases, particularly in time and material projects, is linked to the fact that they see their own employees getting higher wages, and so it really is linked to that. That is why most of the pricing increases we have got have been through either new accounts when we could reset the bar or through mixing in a higher level of services like the niche and specialty service so we can get a higher average yield. But just going back to customers saying that the rupee is stronger, it is not a very powerful argument. The more powerful argument is compensation increases and even that has limited play for existing customers under existing contracts.

Amit: Okay fine. And one final check, Mr. Senapaty if you could give us the capex that will create for the first half for the global IT business?

Suresh Senapaty: Yeah Lan says he will give it you offline.

Amit: Alright no problems, thanks a lot and all the best.

Suresh Senapaty: Thank you.

Moderator: Our next question is from Bhuvnesh Singh from CSFB, please go ahead.

Bhuvnesh Singh: Hi sir, just wanted to have some color on the renegotiations of various clients. Has any of our large accounts renegotiated in the last quarter, has anyone started renegotiation in that?

Sudip Banerjee: Yes, you know we have had some increases from some of the existing customers, particularly in the telecom side of our business.

Bhuvnesh Singh: So specifically has any of our top 10 accounts renegotiated?

Dr. Rao: Regarding the pricing on the existing accounts, I feel that we should be able to keep the prices stable. Because majority of our existing accounts we have the annual contracts and then we feel that going forward we should be able to keep them.

Sridhar Ramasubbu: That was from our telecom head, Dr. Rao.

Dr. Rao: Excuse me!

Sridhar Ramasubbu: No, just I was clarifying...........

Dr. Rao: majority of them will come for renegotiation next year, which is January of 2005.

Bhuvnesh Singh: Okay, and typically I think it has been a December or March quarter which has seen the highest amount of renegotiations for us. So is there any sort of color as we go into that and you know like Vivek earlier said that which could be key, but it is sort of sounded that we are not expecting huge amount of price hike but more like maintaining the existing. So what could change that in next 3-6 months or should we take a flat pricing as our take?

Vivek Paul: I think that you know as I had mentioned earlier, first of all head-to-head pricing discussions are very difficult, I think that we can, we do have a reason with the compensation increases to be able to ask for and get some of it price increases. I think that to get a fast picking up price increase, our salary structures in US & Europe has to be revised and we are not seeing that happening. So we are seeing moderate price increases.

Bhuvnesh Singh: Okay, and the last data question from me. Can you give me the BPO billing rates for the current quarter, how they have changed over the previous?

Suresh Senapaty: No, we have said that there has been a marginal sequential decline.

Bhuvnesh Singh: Okay, thanks sir.

Moderator: Our next question is from Mr. Pankaj Kapoor from ABN AMRO, please go ahead.

Pankaj: Yeah hi! Just wanted to know from you that what is are we listening from our customers in terms of what skills are they asking us to build us on, you know in terms of domain skills or technology skills and all, what are you hearing from your major customers?

Girish Paranjpe: Usual expectation from our customers is that we have a combination of technology and domain knowledge, and as we do more work on new application development I think the requirement of having higher domain knowledge goes up, on the other hand where we have more application management kind of work, it is more technology centric and the requirement of having domain specific knowledge is somewhat less there. So again, I don’t think there is a big change in what has happened, it simply depends on what kind of business comes in.

Suresh Senapaty: But also similarly demands are there in the package implementation area, demands are there in the R&D side in the telecom space, particularly in the mobile and embedded area; those are some of the skills which are very hot and where demand is very high.

Pankaj: Okay, are the customers also asking us to look into different nature of contracts, for example, typically moving from the milestone based fixed priced contracts to more benefit sharing or SLA based contracts?

Girish Paranjpe: Definitely, I think more customers are wanting to move to an SLA based contract where it is on application management. Where it comes to new development, I think fixed price has been the preferred model for them to do work provided there is sufficient clarity about what is sought to be achieved. Benefit sharing contracts have been talked about, but I don’t see them playing a big part of what we do for our customers.

Suresh Senapaty: In fact our technology infrastructure support services is primarily on a SLA based.

Pankaj: Okay, but these would be largely technology level SLAs, not business benefit related SLAs?

Suresh Senapaty: Yeah that is right. But has in turn has a business implication anyway.

Girish Paranjpe: I mean the service level is in operational term.

Pankaj: Right. And just a related question, in terms of how are we approaching a customer in terms of our integrated offering amongst the application as well as process side flow that we have, no basically from the Spectramind and from the global IT services business. So how successful we have been in able to integrate and sell them as a joint offering to the customers?

Richard: Overall value proposition, it is a breadth and depth of our services, I think that if you stand back and look at what our offering is and how we differentiate ourselves, it is because of that breadth of capabilities and we have seen from an integrated selling organization the strength of the market acceptance of those capabilities, we could put it in past quarters a number of major wins with a key differentiator in our winning the engagement with the fact that we have strengths from embedded technology, the IT services, the business process outsourcing, and even the high end consulting services and even in there we have a very strong capabilities in quality consulting capabilities. So that integrated approach giving us the clear differentiator in the eyes of the customer.

Sudip Banerjee: Just to add to what Richard said, you know we also have for our major accounts you know strategic accounts managers positioned in those accounts and they are able to integrate the entire organization’s offerings through our different service lines and bring that to the table.

Pankaj: Okay fine, thank you.

Moderator: Our next question...........

Suresh Senapaty: Just to answer the previous question of Khurana, the capex for the half year one was 278 crores in global IT services, of which about 153 crores is for the quarter ending September.

Moderator: Our next question is from the line of Rod Bourgeois from Sanford Bernstein please go ahead.

Sridhar: Louise we will take the last two questions.

Rod: Can you guys speak to plans to potentially build more of a consulting presence in the US and what the progress is on that track recently?

Suresh Senapaty: Yes we have a consulting organization there in the US which is headed by Tim Matlack ,and this is part of the team which came in from AMS, and there is another team which came in from Nervewire, and between the two teams we have now formed a consulting horizontal which sells our consulting offerings to our various customers. We are focused in three or four specific areas; we are focused in the energy and utility space, the financial service space, and in retail. The other consulting practice that we have is on 6-sigma and quality consulting, and that is also is a service offering that we provide to our entire customer set across the world.

Rod: Okay, can you speak to when you look at the value of that consulting line, how much of the value is from basically the direct consulting sales versus the sort of pull through revenue that you get through that unit through cross selling activity?

Vivek Paul: May be we can also talk a little bit about the 6-sigma consulting that we do.

Deb: Hi my name is Deb and I run the 6-sigma and quality consulting. In the last one year we have had about 30 assignments with 12 odd large customers with us. In this particular business, what we have tried to do is to help our clients improve their own quality processes either through 6-sigma or through CMMi kind of consulting, and we have had pretty large number of ongoing engagements that are still going on, and we see this business expanding reasonably over time. There is a lot of interest now in the US, especially of people wanting to improve their own software processes and seeing how they can get more bang from their IT budgets.

Sudip Banerjee: To answer this question on the consulting as a percentage of revenue for this quarter, it is 2.1%.

Girish Paranjpe: I just wanted to add we are not looking only for the consulting piece or looking for pull through revenue. I think it is not only the pull through revenues that we care about but also the level of relationship that we are able to build in a customer. So, we want to serve our customer in every possible way we can.

Rod: Sure, and for example, in the 6-sigma practice, are you seeing pretty good progress in driving sort of IT services for view their consulting practice or they currently primarily sort of standalone 6-sigma deals?

Deb: No most of the time it has got both in it, sometimes you know accounts get opened through the 6-sigma consulting and went downstream other business and sometimes we

look at existing customers who have a large amount of business and you help them improve their processes through 6-sigma study.

Rod: Great, thank you guys.

Sridhar: We take the last question Louise.

Moderator: And the final question will come from Richard Davis from Richard W. Davis, please go ahead.

Richard Davis: Yeah, one additional question, it looks like there is a shift in size from in the area of 5 million to 20 million in revenue from the prior quarter, you know I was wondering if that is sustainable trend; and another question I would have is that it appears that the billable offshore volume is increasing, therefore there is a shift in more profitable operations, Vivek can you continue with that?

Suresh Senapaty: Absolutely, if your question is that are you looking forward to increased offshore mix, of course. I think we will split the question in just repeat the question please.

Richard Davis: Yeah, it seems that in terms of volume size that the area between 5 million to 10 million and 10 million to 20 million has in fact increased over the last quarter you know I am wondering if that is likely to continue?

Richard: We don’t give any forward looking outlook specifically down to our customer mix, but I think that is indicative of our continued efforts to not only grow our customer base but further penetrate our existing customers and grow through expansion of service offerings into that existing customer. And with that expansion if we highlight it today, we have capabilities ranging from depth of technology capabilities from the embedded business, depth in the IT business, and the IT-enabled services BPO business, and we talked just recently about the quality consulting area, which enables us to speak a broader perspective of our engagement with our clients and that is reflected in the revenue mix and large customer growth.

Vivek Paul: To finally add, I think I understood your question to be that we have seen a growth in a number of accounts greater than 1, 5, 10, 20 million dollars in revenue, and I am pleased to say that you know at least as far as my memory serves me, this is at least 16^th quarter that we have seen that happen, so we are not concerned that that is a one time spread, I think we have steadily seen that growth for as long as I can remember.

Richard Davis: Thank you for your comments sir.

Vivek Paul: You are most welcome.

Sridhar: Thank you very much and if you have any further questions please do email me or call me on my mobile. Over to Louise.

Moderator: Thank you ladies and gentlemen, this conference will be available for a replay at 12:45 today through November 15^th. You may access the AT&T teleconference replay system at anytime by dialing 1-800-475-6701 and entering the access code 749744. International participants can dial 320-365-3844. Again the numbers are 1-800-475-6701 and 320-365-3844 with the access code 749744. This concludes our conference call today. Thank you for you participation and for using the AT&T Executive teleconference. You may now disconnect.

EX-99.6 7 f02482exv99w6.htm EXHIBIT 99.6 exv99w6

Exhibit 99.6

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited
for the quarter ended September 30, 2004.

Dow Jones
Interviewee: Suresh Senapathy, Chief Finance Officer, Wipro Limited

Dow Jones: What are main reasons for your excellent results in this quarter?

Suresh Senapaty: The performance has been good because of good growth on both pricing and volumes. We have seen a 2.9% growth in the prices for our onsite projects. Volume increase has happened across all of our business verticals in our global IT businesses-TSP, Interops etc.

Our performance in the second quarter was driven by increased orders, and the trend is likely to continue in subsequent quarters. Operating profit margins in our software business were 27.5% during the July-September quarter.

Dow Jones: What is the outlook for the next quarter?

Suresh Senapaty: A salary hike was given on Sept. 1 to some of the employees of Wipro Technologies and the remaining employees will be given a hike during the current quarter. We expect to raise salaries of our employees in India by 15% to 18% during the October-December quarter.

Additionally, we will take a “non-cash charge” during the fiscal third quarter as we plan to offer stock options to our employees.

These incremental costs, coupled with the lower number of billable days during the quarter would lead to some contraction in margins.

Dow Jones: What do you propose to contain the margin squeeze?

Suresh Senapaty: The margin squeeze would be contained by increase in productivity of our operations and change in the mix of our offerings as we shall move to offering higher value services to our customers.

Dow Jones: What has been the impact of the outcry against outsourcing?

Suresh Senapaty: Despite the public outcry in the U.S. against outsourcing software work to low-cost countries such as India, the fact is there continues to be a steady demand for such services. Demand is mainly cost-driven, and we see that more and more customers are coming in.

Dow Jones: How many clients and employees did you add this quarter?

Suresh Senapaty: We added 34 new clients and recruited 5,546 employees during the July-September quarter - or nearly 15% of its 37,000-odd workforce as of Sept. 30 - amid good growth prospects for us.

EX-99.7 8 f02482exv99w7.htm EXHIBIT 99.7 exv99w7

Exhibit 99.7

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited
for the quarter ended September 30, 2004.

Reuters

Interviewee: Vivek Paul, Vice Chairman Wipro Limited and President, Wipro Technologies.

Reuters: How have the billing rates been?

Vivek Paul: They are looking up. They are up 2.9% onsite and down 0.5% offshore. However the downslide offshore is a temporary phenomenon. Looking ahead we are seeing acquiring new customers at healthy premiums

Reuters: What about margin pressures?

Vivek Paul: This quarter we have benefited from pricing. Higher prices and stable administration costs also helped margins. We had the fifth straight quarter of margin expansion. There is a slight upward trend in prices

Reuters: Have you met the Industry outlook that you had in mind?

Vivek Paul: We beat the guidance we gave; we grew by 48% on revenue. The technology side of the business grew at 50%. Europe exhibited strong growth with over 56% whereas US grew at 38%. Our specialty services grew very strongly.

Reuters: What are these specialty services?

Vivek Paul: TIS grew at 58%. We also won a large deal in the space with Tui, a large infrastructure outsourcing deal over 5 years and worth 30 million dollars. Our testing line showed a very strong growth of 90% showing signs of maturity and our already established package implementation group showed sustained growth with a 74% rise.

Reuters: What do you think about the outsourcing rhetoric?

Vivek Paul: With the elections nearing there is rhetoric. There are other genuine issues such as security and privacy also on their minds. However we will not see a fear factor about outsourcing anymore. We will see a more considerable thought process being applied. The sector’s outlook would improve once U.S. elections were out of the way, defusing the controversy over the outsourcing of software and back-office jobs to the relatively low-cost workers of India. We are expecting the rhetoric to decline in three weeks. Customers who are feeling extra sensitive will feel free to make moves.

Reuters: Has the rupee affected?

Vivek Paul: There has not been an impact due to Wipro’s hedging activity.

Reuters: You have added a large number on the employee front?

Vivek Paul: Wipro added a net 5,500 employees to its headcount of 31,517 in the quarter. The new staff included 3,300 in Information Technology, with the rest in back-office unit Wipro Spectramind.

Reuters: What about attrition?

Vivek Paul: Attrition is a challenge; Supply concerns have grown stronger than the demand concerns. Wipro Spectramind, which has been hit by high staff turnover, grew revenue 20 percent on the previous quarter.

Reuters: Do you think if this continues, will it affect growth in future?

Vivek Paul: We have grown last quarter. This has been the 5th straight quarter of growth with 48% revenue growth. We have added 5500 employees last quarter giving you a good indication of the quarter ahead.

As far as the next quarter is concerned, we have upped the guidance to 347 million USD. As far as geographies are concerned, Europe is growing strongly. Among verticals, Telecom has shown good growth.

Reuters: Last question, what about the news floating on Wipro acquiring a company?

Vivek Paul : Don’t believe everything you read .....

EX-99.8 9 f02482exv99w8.htm EXHIBIT 99.8 exv99w8

Exhibit 99.8

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited
for the quarter ended September 30, 2004.

CNBC
Interviewee: Vivek Paul, Vice Chairman, Suresh Senapaty, CFO and Raman Roy,
Chairman, Wipro Spectramind

CNBC: As always, we have got live from Bangalore Suresh Senapaty, Chief Financial Officer of Wipro and we will have Vivek Paul, Vice Chairman, also joining us in a short while. And after the break, we will be joined by Raman Roy of Spectramind, and Sudip Banerjee, President- Enterprise Division at Wipro.

Good morning Suresh, great to see you and congratulations! You have had another good quarter, in fact an excellent quarter. What does it looking like? What helped you put in this fantastic performance? How is business shaping up as we go forward?

Suresh Senapaty: Last quarter we had some margin expansion arising primarily out of movement of our revenue more towards offshore. We had about 1.5% of our revenue coming from offshore, and similarly we had some price increases particularly in the onsite area, which helped us in getting some margin expansion. Similarly, on the G&A and little of the sales and marketing expenses, we got some better leverage. So, on net to net, on an overall productivity basis, we were able to expand the margin by about 50 basis point.

CNBC: Suresh, sorry to but in, you have said earlier today that the increase in compensation has affected your margins.....how much was the damage there? Or how much will it be going forward?

Suresh Senapaty: So far as the current quarter is concerned, as you know, we have given a compensation increase last quarter effective September 1, 2004, in Wipro Technologies for some part of the business, and the balance would be given during the current quarter. So, there will be an impact of that which will come in, and similarly we will have a non-cash charge on account of the restricted stock units that has been given effective October 1, 2004. So a combination of this and the hedge position that we have, will have an impact in the quarter three. A combination of three factors will have a tendency to contract the margin. But we will look forward to maximizing the mitigation of this particular operating margin.

It will be spread across. For example, as of September 04, we will have about $860 million of foreign exchange over and above whatever the exposure we carry on the balance sheet having been hedged for subsequent periods, which means about 5 to 6 quarters. So, if you take Rs.46 as spot, then it is lower by 187 crores, which will get booked into over a 6-quarter period assuming spot exchange rate remains 46 for all the six quarters. So that is how the new accounting policy and new accounting principle operate.

CNBC: Do you think you will have pricing pressures or is it a past? How was it this quarter?

I think the last quarter we had a price increase in the onsite about 2.9%, so that has given us benefit in terms of the margin expansion. We are also finally seeing stability

in the pricing; we are seeing the new customers coming at a little better than the average price that we have, and also we will look forward to further productivity improvements whether in terms of cost rationalizations, particularly on the G&A side and productivity improvements. We had an employee add of about 5500 last quarter and it dipped our utilization by 1 percentage point. We look forward to retrieving that in the following quarters to be able to get some gains. We look forward to further offshore maximization and, you know, compensation increase will be there and therefore that impact will be faced. So there are some downsides and some upside, and over a period of few quarters, we should be able to mitigate a substantial part.

CNBC: We now have Vivek Paul and Raman Roy joining in. Welcome Vivek and Congratulations! We are all keen to hear from you the factors that contributed to this fantastic performance. Vivek? What is it?

Vivek Paul: Sure, good morning to you as well. I think that we were really blessed with having growth across the board, but there were some highlights that I think are worth mentioning. One is that if you look at the growth rate by region, Europe did very well for us, it grew 56%. The second highlight that is worth mentioning is that our technology businesses continued to do well. They grew 50% on a year-on-year basis and if you look at the IT side, our Financial Services business grew 45% on a year-on-year basis. So, we continue to see good growth engines there. And maybe I can do a profile on the revenue side: our specialty practices continue to lead our growth, in our infrastructure services business which grew about 55%, actually, we just closed a deal, multi-year, multi-million deal with Tui, which is a major tour operator to do infrastructure services for the UK operations for servers, desktops, network management, etc. So, our specialty services, our infrastructure services, began to break out this quarter, even as testing services grew 84%. Package implementation continued to be very strong at 74%. All numbers on a year-on-year basis. Across the board, good growth.

CNBC: Wipro Spectramind has also put in good performance, growing at a good rate. What was it that helped in this?

Raman Roy: We had indicated in the last quarter that we had some special events that impacted the quarter and we had indicated that in terms of growth, we will see growing at better than the market rates. We have had good traction with customers. We have signed in some new customers that are growing nicely, some of our existing customers are growing very well and things look back on track. We are very delighted with the 20% growth we have had this quarter against last quarter and that is about 76% against the same quarter last year.

We are bullish on the future. We do not give specific guidance on segments of the business. We are bullish on what the future holds for us. We think there is a huge market and there is a play in that for India as a country and Wipro Spectramind as a company.

CNBC: Vivek, how have been the growth in segments? Has telecom recovered completely?

Vivek Paul: Well, we did see good growth in telecom. So, as I was mentioning earlier, across the board, we have been blessed with good growth. Even if you look at an account basis, 31% of our accounts grew sequentially on a double-digit basis, so I think you know it is widespread, it is across the board. What we are finding is that we are

able to move our prices up not by head-to-head negotiations of existing customers but by bringing in more specialty services where we can charge a higher price. So, really it is a yield management that is driving that overall average price up. New customers continue to come in at higher prices than average. We see the demand-supply equation changing as well as customers being a little bit more willing to deal with pricing in an environment of economic stableness, stability out there.

CNBC: Right Vivek, what is your view on the future? Will it be better than this?

Vivek Paul: Well you know, there is really nobody who has a clean crystal ball, but I would say that what you have seen is a manifestation of the fact that you are seeing the second wave of off shoring. If you look at the classic penetration curve, the early adopters, the innovators already went off shoring. What you are seeing are the latecomers to the table. These customers typically are more conservative, they are more inclined to follow the stable path of somebody who has already done it before, who has the size, and the processes to be able to do it and show them how to do it. They are unlikely to take chances with smaller and midsize companies. So, I think that we are seeing as a part of that standard penetration curve that manifestation helping us as a larger company.

CNBC: You have hired 5500 people this year. Is that a signal to the market?

Vivek Paul: I want to tell you we don’t hire to give signals to the market. We only hire when we need people, that’s it. Our hiring strategy follows the revenue line more closely. But you are right though in some sense at least. Hiring is a good predictor for the next quarter, which is why we give guidance, but I think that what I can certainly say is that our billed man month adds in the last quarter were well above our 5-quarter average and we felt pretty good about it.

CNBC: What is the outlook for next quarter? I don’t mean the guidance that you have announced?

Vivek Paul: Well, you know, if you look at the outlook: if you run through the negatives first to get them out of the way: clearly you have got the impact of the salary increase. In addition, we have got the foreign exchange increase impact, and lastly, I am sure Senapathy mentioned that we gave a restricted stock grant, and you can look at it as you would look at stock option expensing, which is, you can either think it is real or think it is not real, whichever way you look at it.

On the other hand, if you look at the operating levers, we have to be able to improve our margins. I think first and foremost is continued drive towards offshore. We have had a successful track record in that area. We expect to continue it. The second is utilization, which continues to be something that I think, as we are all ramping up, we have the ability to tighten a little bit. The third is moderate pricing growth. You know, again, I don’t want to get very very optimistic about pricing ever, even though we have been the first to signal price increases, we have always been the most cautions about it when talking to you in every call. And lastly, we have the ability to be able to get volume gearing. In other words, if our SG&A stays flat and our sales grow, we have the ability to lower that as a percentage of sales. So our outlook continues to be that we would push the operating levers in a way that we can offset any operating costs including salary cost increases, but holding aside foreign exchange and non-cash expenses, which I call balance sheet expenses like stock and stock options.

CNBC: We have been reading that you are ready to acquire another company. What is happening on that front?

Vivek Paul: Well, first of all never believe everything you read in the newspapers, and secondly, acquisitions are such that literally you could go all the way to the altar and find something that does not workout the way you wanted to and you always must have the flexibility to back out at that point. Therefore making any announcement before the deal is signed is just not good business.

CNBC: Where do you think the rupee is heading? Where will it be by the end of this fiscal?

Vivek Paul: Well, I think you are a sophisticated financial guy out there. But I think that the way we look at it is first of all it is really anybody’s guess as to where the rupee will be by the end of the financial year, so I think nobody can really guess. What we have done is we have been able to show by following the accounting procedures a mechanism by which we take into our accounts those hedges that relate to the revenues for the quarter. However, to the extent that investors like yourself are interested in the full impact, we also disclose that full impact, so that you can look at the numbers in whichever way you would like to. But we want to follow the accounting policy the way it is defined.

CNBC: Turning to your BPO business, Raman, how was the quarter?

Raman Roy: Oh! We have had a great quarter. Compared to last quarter where we had 2% growth, this quarter we grew 20% sequentially. More than 75, almost 76% growth is year on year. Except in the last quarter, but we have always had a robust double-digit growth, and we are very excited about what the future holds for us.

Last quarter we said we had some changes in business models with our customers. One of our large retail customers moved away from a catalog sale to an in-store model and that impacted our business. And this quarter we are back to square one. Even last quarter we said that we will grow faster than industry, and we have demonstrated that what we said was real.

CNBC: What is the future like?

Raman Roy: The future is brilliant. There is a lot of business there to be picked up and we think with 13000 plus people now, we are very well positioned to leverage that. We are very excited with what the future holds.

I think there is a tremendous potential for India as a country and for Wipro Spectramind for what can be serviced out of India. There is a huge market sitting there, and I think we as a company and we as a country are very well positioned to leverage that to our benefit.

CNBC: You are present in Delhi, Mumbai and Pune and Chennai in India. You have talked about going out......... Where are you were to open your centers?

Raman Roy: We have already announced Philippines. We continue to look at other locations and see where growth will come from. Last quarter, we launched Kolkata and we are very excited about the growth that we are seeing there.

CNBC: What about the rest of the country, I mean,...

Raman Roy: We are looking at 2-3 other locations, and as and when we decide we will make the announcements.

CNBC: Is pricing and the rupee affecting this business too?

Raman Roy: We are cautious. The competition continues to do strange things on pricing at levels that business is not viable and therefore we are very cautious with the prices we offer and the prices we think our customers will permit. We are excited at being now with over 13,000 people, which as per press reports, makes us the largest BPO operation in the country now in terms of number of people.

As I said, there is pressure on pricing because we compete with other people and we are a little perplexed at the kind of prices other people are willing to quote. I wonder some times whether they are in business for social service or whether they are in business to make money.

CNBC: That was a good one , Raman. Thank you both for your time.

Vivek Paul and Raman Roy: Thank you.

EX-99.9 10 f02482exv99w9.htm EXHIBIT 99.9 exv99w9

Exhibit 99.9

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited
for the quarter ended September 30, 2004.

TV Channel Headlines Today
Interviewee: Suresh Senapathy, Chief Finance Officer, Wipro Limited

Headlines Today: Mr. Senapathy, how do you explain this splendid performance of Wipro in this quarter, the best since the downturn?

Suresh Senapaty: This quarter has been good for us. The performance has seen good growth on both prices and volumes. We have seen a 2.9% growth in the prices for our onsite projects. Volume increase has happened across all of our businesses verticals in our global IT businesses-TSP, Interops, BPO etc.

Headlines Today: Some of your key customers have had changes in their business plans. How did that impact you?

Suresh Senapaty: When we have a basket of about 350 customers there will always be changes in structures. These are business realities. We see these as opportunities and would like to capitalize on these. When a customer changes business structures a number of opportunities get created and we are in a better position to capitalize on them as we already have them as our clients.

Headlines Today: How do you see the next quarter?

Suresh Senapaty: We have given a salary hike on September 1 to some of the employees of Wipro Technologies and the remaining employees will be given a hike during the current quarter. We expect to raise salaries of our employees in India by 15% to 18% during the October-December quarter.

Additionally, we will take a “non-cash charge” during the fiscal third quarter as we plan to offer stock options to our employees.

These incremental costs, coupled with the lower number of billable days during the quarter would lead to some contraction in margins.

Headlines Today: If you are expecting a squeeze next quarter, how will you over come these problems?

Headlines Today: During the last 12 months there has been a continuous outcry against outsourcing. What do you see the impact on Wipro?

Suresh Senapaty: The economic compulsions of outsourcing are very strong and will be more amplified in the future. Despite the public outcry in the U.S. against outsourcing software work to low-cost countries such as India, the fact is there continues to be steady demand for such services. Demand is mainly cost-driven, and we see that more and more customers are coming in.

Headlines Today: How many clients did you add this quarter?

Suresh Senapaty: We added 34 new clients during the July-September quarter.

Headlines Today: And employees?

Suresh Senapaty: We recruited nearly 5500 or 5546 employees to be precise. That is nearly 15% of our 37,000-odd workforce as of Sept. 30.

Headlines Today: Mr. Senapaty, Thank you very much for your time. It has been a fantastic growth and we wish you all the best for coming quarters.

Suresh Senapaty: Thank you.

EX-99.10 11 f02482exv99w10.htm EXHIBIT 99.10 exv99w10

Exhibit 99.10

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited for the quarter ended September 30, 2004.

Times of India
Interviewee: Suresh Vaswani, President, Wipro Infotech

Times of India: You have done well this quarter with 40 % of growth ... Can you explain the good financial performance you have had this quarter?

Suresh Vaswani :In Q2 our revenues was Rs.3004 million, which is a growth of 41% YoY and PBIT was Rs.22 crore, a growth of 57%. This is the third consecutive quarter of good performance for us. Domestic market is looking up with good opportunities. During the quarter we have won some good wins. The Aus. $ 17 million win with AXA, Australia is the five-year contract for $17m to provide Application Maintenance and Development Services to support their Wealth Management and Financial Protection products. There is also a win in the fast growing Pharma segment with an order for SAP and Business Intelligence implementation in Zandu Pharmaceuticals, across seven group companies. The Datawarehousing win with LIC, is one of the largest deals in APAC region. This contract is for 35 crore and for 8 years including sustenance.

Times of India: You seem to be focusing more on your foreign markets now, especially Australia. With the AXA win, are you looking at acquiring any companies there?

Suresh Vaswani :We have a dedicated team to look at opportunities for inorganic growth. We have also in place screening criteria to evaluate the potential candidate. We are looking at acquisition as an accelerator to our organic growth and move up the price chain and not as a substitute. We are looking at the opportunity in earnest. Having said this, we will progress on acquisition only when we are confident that we can integrate the candidate successfully.

Times of India: Internationally, which are your focus markets?

Suresh Vaswani :Though we are in Middle East and APAC region, for us key markets are Saudi Arabia in ME and Australia in APAC region. We have had some very good wins in Saudi Arabia in the past and today we have nearly 200 people working both onsite and offshore on various projects for Saudi. Similarly we have about 60 people onsite-offshore in Australia.

Times of India: Will you continue to focus on the Indian market?

Suresh Vaswani :Definitely. We have been in this market for many years. We do some very good work for our customers here. It is important that we continue to do the good work and also attain leadership in the domestic market. The experience and expertise acquired in the domestic market can be taken to international markets. For instance, LIC is a good win to showcase globally as it is one of the largest data warehousing projects.

Times of India: Do you experience pricing pressures?

Suresh Vaswani :Most domestic projects we work on are on tight margins. The price realization from APAC and ME are better than domestic projects.

We are in hardware business. So you must know that the difference between us and our global business is we have a significant portion of our business which is India driven. Products contribute 60% of our revenues. In this 60% of the product business, there is no way you can make 30% out of it. Hardware business is typically a sub 10%,

more closer to a 5% operating margin. Even that is supposed to be good. If we benchmark our hardware profitability, we are very satisfied compared to hardware profitability of other companies.

Then you have the services business and within services there is desktop services, plus there is lot of remote management, infrastructure management services. So, our margin structure in our services business is certainly higher than hardware, but it is not comparable globally. However, it is a reasonable operating margin. Certainly higher than hardware. We don’t give break ups and report only cumulative numbers. So, typically our business runs at between 8-10% operating margin. If we hit 10% operating margin, I think that is above the optimal operating margin that you can get in this market with the sort of integrated approach that we have. The quarter operating margins keep on changing, you have to really look at the year. But overall, close to 10, or say, between 8-10, is what I think is reasonable margin to make this mix of business profitable.

Times of India: Do you see that your growth will continue like this, at 40-50% next few quarters too? You don’t see much threat in the next couple of quarter?

Suresh Vaswani: We hope it continues. We will really drive it.

Times of India: I mean, considering the domestic industries also come of age..

Suresh Vaswani: I think, we will certainly keep ahead of the industry curve. We made a lot of investments in India. Lot of companies wouldn’t have even ventured to make the sort of investments we made because we made it from a strategic point of view. I think all this will now give us the fruits. So, we are growing profits at 50-60%, which is good. It is just difficult to keep up those rates, but we certainly will be ahead of the market.

Times of India: And what is the industry growth rate? And that too you have a mixed basket...........

Suresh Vaswani: Generally, I think the product market is growing 20%, services market probably growing little bit more, 25-30%. I would say the industry benchmark would be 25-30% growth for the IT industry in India. That is what we see. But even India goes through nice cycles, you know, once in two years, it starts pulling back. Those are the tough times.

EX-99.11 12 f02482exv99w11.htm EXHIBIT 99.11 exv99w11

Exhibit 99.11

October 15, 2004 Media Interviews on the Financial Performance of Wipro Limited
for the quarter ended September 30, 2004.

The Hindu BusinessLine
Interviewee: Suresh Vaswani, President, Wipro Infotech

The Hindu BusinessLine: How was the performance of Wipro Infotech last quarter?

Suresh Vaswani :In Q2 our revenues was Rs.3004 million, which is a growth of 41% YoY and PBIT was Rs.22 crore, a growth of 57%. This is the third consecutive quarter of good performance for us.

The Hindu BusinessLine: Which are the key wins you have had last quarter?

Suresh Vaswani :During the quarter we have won some good wins. We won 87 contracts and important among them are: The Aus. $ 17 million win with AXA, Australia is the five-year contract for $17m with AXA to provide Application Maintenance and Development Services to support their Wealth Management and Financial Protection products. A win in the fast growing Pharma segment with an order for SAP and Business Intelligence implementation in Zandu Pharmaceuticals, across seven group companies. Datawarehousing win with LIC, which is one of the largest deals in APAC region. The contract is for 35 crore and for 8 years including sustenance.

The Hindu BusinessLine: How much of your revenues come from products?

Suresh Vaswani :62% of our revenues come from products and the remaining from services. We have been increasing our services mix over the last couple of quarters. We will continue to put our efforts in enhancing the service mix.

The Hindu BusinessLine: How has Wipro PC business performed last quarter?

Suresh Vaswani :Our products business grew by 27% YoY (From Rs.1466 million to Rs.1865 million). Wipro branded personal computing business increased by 41% (from Rs.688 million to Rs.966 million), while Enterprise products business grew by 18% from 710 million to 836 million during Q2.

EX-99.12 13 f02482exv99w12.htm EXHIBIT 99.12 exv99w12

Exhibit 99.12

Wipro Limited - Results for the six months period ended September 30, 2004

Wipro Limited - Consolidated Audited Segment-wise
Business performance for the quarter and six months period ended
September 30, 2004 (In Rs. Million)


	Quarter ended								Six months ended
	September 30,								September 30,								Year ended
Particulars	2004			2003			Growth %		2004			2003			Growth %		March 31, 2004
Segment Revenue
Global IT Services and Products		15,020			10,300			46		28,456			19,555			46		43,575
India and AsiaPac IT Services and Products		3,004			2,138			41		5,701			3,740			52		9,762
Consumer Care and Lighting		1,160			882			32		2,207			1,680			31		3,649
Others		601			425			41		1,112			760			46		1,826
Total		19,785			13,745			44		37,476			25,735			46		58,812
Profit Before Interest and Tax (PBIT)
Global IT services and Products		4,132			2,140			93		7,754			4,060			91		9,539
India and AsiaPac IT Services and Products		220			140			57		356			232			53		792
Consumer Care and Lighting		167			137			22		320			274			17		551
Others		131			53			147		139			109			28		277
Total		4,650			2,470			88		8,569			4,675			83		11,159
Interest and Other Income		159			197					413			343					873
PROFIT BEFORE TAX		4,809			2,667			80		8,982			5,018			79		12,032
Income Tax expense		(702	)		(360	)				(1,313	)		(592	)				(1,681	)
Profit before equity in earnings / (losses) of Affiliates and minority interest		4,107			2,307			78		7,669			4,426			73		10,351
Equity in earnings of affiliates		32			6					62			(48	)				23
Minority interest		(22	)		(11	)				(44	)		(14	)				(59	)
PROFIT AFTER TAX		4,117			2,302			79		7,687			4,364			76		10,315
Earnings per share - EPS ( PY: Adjusted EPS for bonus issue in ratio of 2:1 ) - in Rs.
Basic		5.93			3.32					11.07			6.29					14.87
Diluted		5.91			3.32					11.04			6.29					14.85
Operating Margin
Global IT Services and Products		28	%		21	%				27	%		21	%				22	%
India and AsiaPac IT Services and Products		7	%		7	%				6	%		6	%				8	%
Consumer Care and Lighting		14	%		16	%				14	%		16	%				15	%
Total		24	%		18	%				23	%		18	%				19	%
Capital employed*
Global IT Services and Products		23,342			19,210					23,342			19,210					21,732
India and AsiaPac IT Services and Products		1,842			1,236					1,842			1,236					1,941
Consumer Care and Lighting		721			538					721			538					596
Others		20,901			18,695					20,901			18,695					14,498
Total		46,806			39,679					46,806			39,679					38,767
Capital Employed Composition
Global IT Services and Products		50	%		49	%				50	%		49	%				56	%
India and AsiaPac IT Services and Products		4	%		3	%				4	%		3	%				5	%
Consumer Care and Lighting		2	%		1	%				2	%		1	%				2	%
Others		44	%		47	%				44	%		47	%				37	%
Total		100	%		100	%				100	%		100	%				100	%
Return on average capital employed:
Global IT Services and Products		73	%		44	%				69	%		43	%				47	%
India and AsiaPac IT Services and Products		42	%		42	%				38	%		40	%				53	%
Consumer Care and Lighting		89	%		98	%				97	%		90	%				86	%
Total		42	%		26	%				40	%		25	%				30	%

* This includes cash and cash equivalents of Rs. 20,374 (2004: Rs. 21,760 and 2003: Rs. 17,475).

Wipro Limited – Stand alone – Parent Company
Audited Financial Results for the Six months period
ended September 30, 2004 (In Rs. Million)


	Three months ended				Six months ended				Year ended
	September 30,				September 30,				March 31,
Particulars	2004		2003		2004		2003		2004
Net Income from Sales / Services		17,438		12,086		33,065		22,624		51,685
Cost of Sales / Services
a. Consumption of raw materials		2,481		1,866		4,725		3,215		8,209
b. Other expenditure		8,365		5,861		15,862		10,960		24,791
Gross Profit		6,592		4,359		12,478		8,449		18,685
Selling and Marketing expenses		1,247		1,097		2,496		2,197		4,506
General and Administrative expenses		703		565		1,360		1,181		2,717
Operating Profit before interest and depreciation		4,642		2,697		8,622		5,071		11,462
Interest expense		17		6		27		11		35
Depreciation		426		369		798		681		1,516
Operating Profit after interest and depreciation		4,199		2,322		7,797		4,379		9,911
Other income		169		199		437		346		912
Profit before tax		4,368		2,521		8,234		4,725		10,823
Provision for tax		667		373		1,265		610		1,674
PROFIT FOR THE PERIOD		3,701		2,148		6,969		4,115		9,149
Paid up equity share capital		1,398		465		1,398		465		466
Reserves		40,948		36,956		40,948		36,956		34,610
Earnings per share (EPS) - in Rs. ( PY: Adjusted EPS for bonus issue in ratio of 2:1 )
Basic		5.33		3.10		10.04		5.93		13.19
Diluted		5.31		3.10		10.01		5.93		13.17
Aggregate of non-promoters shareholding
Number of shares ( PY: Adjusted EPS for bonus issue in ratio of 2:1 )		114,213,543		112,320,081		114,213,543		112,320,081		113,539,326
Percentage of holding		16.34		16.10		16.34		16.10		16.26
Details of expenditure
Items exceeding 10% of total expenditure
Staff Cost		6,713		4,737		12,912		9,074		20,495
Travel		1,317		1,184		2,478		2,287		4,543

Status of Redressal of Complaints received for the
period from July 1, 2004 to September 30, 2004


	Opening balance		Complaints received		Complaints disposed
Nature of Complaints	for the quarter		during the quarter		during the quarter		Unresolved
Complaints with respect to transfer / transmission / split / consolidation / exchange / duplicate issue of shares		0		3		3		0
Complaints with respect to Dematerialisation / Rematerialisation of shares		0		0		0		0
Complaints with regard to non-receipt of Corporate benefits like Dividend / Interest / Bonus Shares		0		232		232		0

Total		0		235		235		0

Notes to segment report:

(In Rs. Million)


	Quarter ended								Six months ended
Geography	September 30,								September 30,
	2004		%		2003		%		2004		%		2003		%
India		4,356		22		3,296		24		8,368		22		5,973		23
USA		10,441		53		7,347		53		19,736		53		13,855		54
Rest of the world		4,988		25		3,102		24		9,372		25		5,907		23

Total		19,785		100		13,745		100		37,476		100		25,735		100

2. The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined in the table alongside.

3. For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.

4. As of September 30, 2004, forward contracts to the extent of USD 263 Mn have been assigned to the foreign currency assets in the balance sheet date. These assets are valued at the forward contract rate, adjusted for premium / discount in respect of the expired period.

The Company has designated certain forward contracts to hedge highly probable forecasted transactions. The gain or loss on these forward contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur. In certain cases, the Company has entered into forward contracts having a maturity earlier than the period in which the hedged transaction is forecasted to occur. The gain / loss on rollover / cancellation / expiry of such contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur, till such time the same is grouped under Loans and Advances.

The Company has also entered into option contracts. These option contracts have not been designated as hedge and consequently, they are marked to market at each balance sheet date and the gains / loss is recognized in the profit and loss account of the respective period.

The Company had forward contracts to sell of USD 860 Mn in respect of forecasted transactions as at the balance sheet date. The effect of marking to market and effect on intermediary rollover / expiry of the said forward contracts is unfavorable exchange difference of Rs. 1,878 Mn, the final impact of which will be recognized in the profit and loss account of the respective periods in which the forecasted transactions are expected to occur.

Had the Company continued to follow the earlier accounting policy, the profit would have been lower by Rs. 139 Mn for the quarter ended and Rs. 494 Mn. for six months ended September 30, 2004.

5. a) In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.

b) The Company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of Financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial statements”.

c) In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

Notes :

1. The above financial results were approved by the Board of Directors of the Company at its meeting held on October 15, 2004.

2. There are no qualifications in the report issued by the Auditors for these periods.

3. Corresponding figures for previous periods presented have been regrouped, where necessary, to confirm to this period classification.


		By order of the Board
Place: Bangalore		Azim H Premji
Date: October 15, 2004		Chairman and Managing Director

(WIPRO LOGO)

WIPRO LIMITED
Regd. Office: Doddakannelli,
Sarjapur Road, Bangalore - 560 035.
www.wipro.com

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Table of Contents

Table of Contents

Table of Contents

Table of Contents

•		Net Income was Rs. 3.8 billion ($84 million), representing an increase of 67% over the same period last year

•		Revenue was Rs. 19.8 billion ($431 million), representing an increase of 47% year over year

•		Global IT Services & Products Segment Revenue was Rs. 15.0 billion ($326 million), representing an increase of 45% over the same period last year

•		Global IT Services & Products Earnings Before Interest and Tax (EBIT) was Rs. 4.0 billion ($88 million), representing an increase of 90% over the same period last year

•		Rs.4.8 billion ($105 million) cash generated from continuing operations

•		Global IT Services & Products added 34 new clients in the quarter (including 3 in its IT Enabled Services operations)

•		Wipro’s India, Middle East & Asia Pac IT business segment signed a five year AUD 17 million contract with AXA Australia to provide Application Maintenance and Development Services to support their Wealth Management and Financial Protection products.

1.		The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.

2.		The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below:

3.		For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.

4.		As of September 30, 2004, forward contracts to the extent of USD 263 Mn have been assigned to the foreign currency assets as on the balance sheet date. These assets are valued at the forward contract rate, adjusted for premium / discount in respect of the expired period.

		The Company has designated certain forward contracts to hedge highly probable forecasted transactions. The gain or loss on these forward contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur. In certain cases, the Company has entered into forward contracts having a maturity earlier than the period in which the hedged transaction is forecasted to occur. The gain / loss on rollover / cancellation / expiry of such contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur, till such time the same is grouped under Loans and Advances.

		The Company has also entered into option contracts. These option contracts have not been designated as hedge and consequently, they are marked to market at each balance sheet date and the gains / loss is recognized in the profit and loss account of the respective period.

		The Company had forward contracts to sell of USD 860 Mn in respect of forecasted transactions as at the balance sheet date. The effect of marking to market and effect on intermediary rollover expiry of the said forward contracts is unfavorable exchange difference of Rs. 1,878 Mn, the final impact of which will be recognized in the profit and loss account of the respective periods in which the forecasted transactions are expected to occur.

		Had the Company continued to follow the earlier accounting policy, the profit would have been lower by Rs. 139 Mn for the quarter ended and Rs. 494 Mn for the six months ended September 30, 2004.

5.a)		In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.

b)		The company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial statements”

c)		In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

	a.	Wage increase.

	b.	Forex impact for the current quarter as compared to the last quarter, because we have last quarter a 30 basis points improvement in the operating margin, but this quarter we are expecting a decline based on the forex covers we have, and

c. A non-cash charge on account of the restricted stock units that has been granted. But there are many levers based on which there could be improvement in the margins such as utilization, such as change in the mix, change in price realization because of the change in the mix of the business offering and so on, which we have a fairly decent track record of having made some improvements in the past. So what we are saying is if you leave aside the non-cash charge and you leave aside the forex component impact, our object/endeavor would be to mitigate the pressure on account of the compensation.