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<SEC-DOCUMENT>/in/edgar/work/20000921/0001012870-00-004868/0001012870-00-004868.txt : 20000924
<SEC-HEADER>0001012870-00-004868.hdr.sgml : 20000924
ACCESSION NUMBER:		0001012870-00-004868
CONFORMED SUBMISSION TYPE:	F-1
PUBLIC DOCUMENT COUNT:		26
FILED AS OF DATE:		20000921

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WIPRO LTD
		CENTRAL INDEX KEY:			0001123799
		STANDARD INDUSTRIAL CLASSIFICATION:	 [
]		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		F-1
			SEC ACT:		
			SEC FILE NUMBER:	333-46278
			FILM NUMBER:		726146
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
				STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
				CITY:			INDIA 560035
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
					STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
					CITY:			INDIA 560035
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>F-1
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM F-1
<TEXT>

<PAGE>

       As filed with the staff of the Securities and Exchange Commission
                             on September 21, 2000
                                                 Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                --------------

                                   FORM F-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                                --------------

                                 WIPRO LIMITED
            (Exact name of Registrant as specified in its charter)

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

                                --------------

    Republic of India                7371                   98-015-4401
     (State or other          (Primary Standard           (I.R.S. Employer
     jurisdiction of      Industrial Classification    Identification Number)
     incorporation or            Code Number)
      organization)
                                 Doddakannelli
                                 Sarjapur Road
                      Bangalore, Karnataka 560 035, India
                                +91-80-844-0011
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                --------------

                             CT Corporation System
                              818 West 7th Street
                             Los Angeles, CA 90017
                                (213) 627-8252
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                --------------

                                  Copies to:
       Michael J. Danaher, Esq.                 Anthony Root, Esq.
          Raj S. Judge, Esq.           Milbank, Tweed, Hadley & McCloy LLP
   Wilson Sonsini Goodrich & Rosati            3007 Alexandra House
       Professional Corporation                   16 Chater Road
          650 Page Mill Road                    Central Hong Kong
         Palo Alto, CA 94304                     (852) 2971-4842
            (650) 493-9300

                                --------------

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

                                --------------

                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Proposed
                                            Proposed      Maximum
 Title of Each Class of       Amount        Maximum      Aggregate    Amount of
    Securities to be          to be      Offering Price   Offering   Registration
       Registered         Registered (1) Per Share (2)   Price (2)       Fee
- ---------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>          <C>
Equity shares, par value
 Rs. 2 per share, each
 represented by one
 American Depositary
 Shares (3).............    3,162,500        $63.86     $201,957,250   $53,328
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Includes 412,500 equity shares represented by 412,500 American Depositary
    Shares that the Underwriters have the option to purchase to cover
    overallotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee, in accordance with Rule 457(a) promulgated under the
    Securities Act of 1933.
(3) American Depositary Shares evidenced by American Depositary Receipts
    issuable upon deposit of the equity shares registered hereby are being
    registered pursuant to a separate registration statement on Form F-6.

                                --------------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission may determine.

===============================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell securities, and we are not soliciting offers to buy these       +
+securities, in any state where the offer of sale is not permitted.            +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

PROSPECTUS (Subject to Completion)
Issued September 21, 2000


                                [LOGO OF WIPRO]
                      2,750,000 AMERICAN DEPOSITARY SHARES
                      REPRESENTING 2,750,000 EQUITY SHARES

                                   --------

Wipro Limited is offering up to 2,750,000 American Depositary Shares, or ADSs.
Each American Depositary Share represents one equity share of Wipro Limited.
This is our initial public offering outside of India.

                                   --------

Wipro Limited's equity shares are traded in India on The Stock Exchange,
Mumbai, the National Stock Exchange, the Bangalore Stock Exchange, the Delhi
Stock Exchange, the Ahmedabad Stock Exchange and the Cochin Stock Exchange
which we refer to collectively as the Indian Stock Exchanges. On September 15,
2000, the last reported sale price per equity share was $63.86 on The Stock
Exchange, Mumbai, assuming an exchange rate of Rs. 45.85 per dollar. Prior to
this offering, there has been no public market in the United States for Wipro
Limited's equity shares or ADSs.

                                   --------

We have applied to have the ADSs approved for quotation on the New York Stock
Exchange under the symbol "WIT."

                                   --------

Investing in our ADSs involves risks. See "Risk Factors" beginning on page 9.

                                   --------
                               PRICE $    AN ADS
                                   --------

<TABLE>
<CAPTION>
                                                       Underwriting
                                                         Discounts     Proceeds
                                      Price to Public and Commissions  to Wipro
                                      --------------- --------------- ----------
<S>                                   <C>             <C>             <C>
Per ADS..............................   $               $             $
Total................................   $               $             $
</TABLE>

Wipro Limited has granted the underwriters the right to purchase up to an
additional 412,500 ADSs to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the ADSs to the purchasers
on            , 2000.

                                   --------

MORGAN STANLEY DEAN WITTER

                          CREDIT SUISSE FIRST BOSTON

                                                      BANC OF AMERICA SECURITIES

       , 2000
<PAGE>

                         [EDGAR description of artwork]

Inside Foldout

   Image with various telecommunications and computer products with text
surrounding image that describes Wipro's achievements to date. Caption reads
"The world's first SEI-CMM Level 5 IT Services Company."

Inside Back Cover

   Map of the world with different colored dots showing Wipro's development
centers and Wipro's sales offices.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                      Page
                                      ----
<S>                                   <C>
Prospectus Summary..................    4
Risk Factors........................    9
You Should Not Rely on Forward-
 Looking Statements.................   18
Currency of Presentation............   18
Enforcement of Civil Liabilities....   19
Use of Proceeds.....................   20
Dividend Policy.....................   21
Price Range of Equity Shares........   22
Exchange Rates......................   24
Capitalization......................   25
Dilution............................   26
Selected Consolidated Financial
 Data...............................   27
Management's Discussion and Analysis
 of Financial Condition and Results
 of Operations......................   29
Business............................   43
</TABLE>
<TABLE>
<CAPTION>
                                      Page
                                      ----
<S>                                   <C>
Management..........................   59
Certain Transactions................   65
Principal Shareholders..............   67
Description of Capital Stock........   70
Description of American Depositary
 Shares.............................   75
Restrictions on Foreign Ownership of
 Indian Securities..................   83
Government of India Approvals.......   85
Taxation............................   87
Shares Eligible for Future Sale.....   92
Underwriting........................   93
Legal Matters.......................   96
Experts.............................   96
Reports to our Security Holders.....   96
Where You Can Find More Information.   97
Index to Financial Statements.......  F-1
</TABLE>

                               ----------------

   You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, ADSs only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our ADSs.

   For investors outside the United States: Neither we nor any of the
underwriters have done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that
purpose is required, other than in the United States. You are required to
inform yourselves about and to observe any restrictions relating to this
offering and the distribution of this prospectus.

   Until       , 2000, which is 25 days after commencement of this offering,
all dealers that buy, sell or trade our ADSs, whether or not participating in
this offering, may be required to deliver a prospectus. This delivery
requirement is in addition to the dealers' obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.


                                       3
<PAGE>


                               PROSPECTUS SUMMARY

   You should read the following summary together with the more detailed
information regarding our company and the ADSs being sold in this offering and
our historical consolidated financial statements and notes included elsewhere
in this prospectus.

                                 WIPRO LIMITED

   Wipro Limited is a leading India based provider of IT services globally. We
provide high-end IT solutions to leading companies worldwide and have other
profitable businesses in niche markets in India. As of September 15, 2000, we
had a market value of $14.6 billion based on the closing price of our stock on
The Stock Exchange, Mumbai, making us the largest company in India in terms of
market capitalization.

   We have three primary business segments:

  .  Global IT Services. We provide research and development services for
     hardware and software design to technology and telecommunication
     companies and software application development services to corporate
     enterprises. Our top clients include Lucent, NCR, Nortel and Compaq. We
     were the first IT service provider in the world to be awarded Level 5
     quality certification, the highest recognition under the Carnegie Mellon
     Software Engineering Institute's Capability Maturity Model, or SEI-CMM,
     a standard widely accepted in the software industry to measure the
     maturity and effectiveness of software processes. Global IT Services is
     our fastest growing business segment and accounted for 45% of our
     revenue and 77% of our operating income for the year ended March 31,
     2000.

  .  Indian IT Services and Products. We are a leader in the Indian IT market
     and focus primarily on meeting all the IT and electronic commerce
     requirements of Indian companies. IT services is the fastest growing
     part of this business segment and complements our own branded portfolio
     of hardware products and the product ranges of our multinational
     partners. This business accounted for 35% of our revenue and 12% of our
     operating income for the year ended March 31, 2000.

  .  Consumer Care and Lighting. We leverage our brand name and distribution
     strengths to sustain a profitable presence in niche markets in the areas
     of soaps, toiletries, lighting products and hydrogenated cooking oils
     for the Indian market. We have been engaged in the consumer care
     business since our inception in 1945 and the lighting business since
     1992. This segment accounted for 14% of our revenue and 13% of our
     operating income for the year ended March 31, 2000.

                             Our Market Opportunity

   The role of IT in transforming businesses and economies worldwide has become
widely recognized. The recent shift in the role of IT from merely supporting
businesses to transforming businesses and creating new business models has
increased the importance of IT to the success of companies world-wide. As a
result, corporate budgets for IT services have grown significantly.
International Data Corporation, or IDC, estimates that the global IT services
market will grow 10.7% annually, from $308.8 billion in 1998 to $582.8 billion
by 2004.

   The market for our research and development services is comparable in size.
Research and development expenditure in the United States, the largest market
for our services, is estimated by the U.S. National Science Foundation at $247
billion for 1999. The fastest growing segments in research and development
spending are the computer networking and communications industries, which are
the markets we primarily focus on.

                                       4
<PAGE>

   Along with the rapid increase in IT services and research and development
spending, companies are increasingly using external professional services as an
effective tool to meet their IT requirements. By deploying high-speed
communications equipment, companies can access skilled IT services from remote
locations to meet their complex IT requirements in a cost-effective manner.
India, with its track record of providing high quality IT services through an
offshore delivery model and its large, highly skilled, English speaking and
relatively low cost labor pool, is becoming an ideal outsourcing destination
for companies in developed markets.

   A World Bank survey indicates that India is one of the leading offshore
destinations for U.S. software service vendors that outsource software
development or IT projects. A McKinsey study conducted for the Indian National
Association of Software and Service Companies, or NASSCOM, in 1999 estimates
that India's export revenue from IT services would grow from approximately $3.9
billion in the fiscal year ended March 31, 2000 to $30 billion by March 31,
2008.

                                 Our Strengths

   We believe that our principal competitive strengths include:

  .  Comprehensive range of IT services. We provide our customers
     comprehensive and integrated software solutions and can take on the
     responsibility for meeting all their IT service requirements.

  .  Strengths in research and development services. We are one of few major
     IT services companies in the world capable of providing contract
     research and development services from concept to product realization.

  .  World-class quality as measured by SEI-CMM and Six Sigma initiatives. We
     are supporting our Level 5 assessment on SEI-CMM with our Six Sigma
     initiative, an internationally recognized program focusing on defect
     reduction and cycle time reduction. We expect to achieve the Six Sigma
     level in all our processes by 2002, which would represent a quality
     standard of less than 3.4 defects per million opportunities in which a
     defect may arise.

  .  Established track record with premier international customer base. Our
     customers include some of the world's leading companies such as Lucent,
     NCR, Nortel and Compaq. Each of these clients accounted for at least
     $5.0 million in IT services revenues for the year ended March 31, 2000.

  .  Ability to attract and retain skilled IT professionals. We believe that
     our ability to retain highly skilled personnel is enhanced by our
     leadership position, opportunities to work with leading edge
     technologies and focus on training and compensation.

  .  Broad distribution network and strong sales force in India. For our
     Indian IT Services and Products business, we have a direct sales force
     targeting large corporate clients and 180 exclusive channel partners in
     over 100 locations focusing on medium and small enterprises. For our
     consumer care and lighting products, we have access to one million
     retail outlets.

  .  Strong brand recognition in the Indian market. We believe that our
     brands are some of the most well recognized brands in the Indian market.
     We have been operating in the Indian market for 55 years and believe
     that customers equate our brand with high quality standards and a
     commitment to customer service.

                                       5
<PAGE>


                                  Our Strategy

   Our objective is to be a world leader in providing comprehensive IT
services. The key elements of our strategy include:

  .  Significantly grow our Global IT Services business and the percentage of
     our total revenues and profits contributed by this business over the
     next few years.

  .  Increase the number and penetration of our Global IT Services clients
     through a dedicated sales team focused on new client acquisitions and
     increasing our presence in Europe and Asia.

  .  Increase our Global IT services operating margins by increasing the
     revenue per IT professional, the number of productized services, the
     proportion of our fixed price contracts, and the proportion of our
     client work conducted offshore from India.

  .  Grow with the Internet by focusing on e-commerce applications, research
     and development services for clients like Microsoft in Internet related
     areas and by using the Internet to service our clients in India.

  .  Focus on services-led growth in the IT market in India to significantly
     enhance the profitability of our Indian IT Services and Products
     business.

  .  Aggressively build awareness of the Wipro brand name among clients and
     consumers both domestically and internationally.

  .  Pursue selective acquisitions of IT services companies to fill gaps in
     skill sets and position ourselves better with clients globally.

  .  Sustain growth in operating income and cash flow of our traditional
     businesses.

                                       6
<PAGE>

                                  THE OFFERING

<TABLE>
<S>                                <C>
ADSs offered:....................  2,750,000 ADSs
ADSs/equity share ratio..........  1/1
ADS equivalents to be outstanding
 immediately after the offering..  231,906,350
Use of Proceeds..................  We intend to use the net proceeds for general
                                   corporate purposes, including possible
                                   strategic investments, partnerships and
                                   acquisitions. See "Use of Proceeds."
New York Stock Exchange symbol...  WIT
Depositary.......................  Morgan Guaranty Trust Company of New York
</TABLE>

                                ----------------

                             Corporate Information

   We were incorporated on December 29, 1945 in India as Western India
Vegetable Products Limited. On June 7, 1977, we changed our name to Wipro
Products Ltd., and on April 28, 1984, we changed our name to Wipro Limited. Our
principal executive offices are located at Doddakannelli, Sarjapur Road,
Bangalore, Karnataka 560 035, India, and our telephone number is +91-80-844-
0011.

                                       7
<PAGE>

                      SUMMARY CONSOLIDATED FINANCIAL DATA
         (Rs. in millions and dollars in thousands, except share data)

   The following table sets forth our summary consolidated financial data. The
as adjusted data reflects the receipt of the estimated proceeds from the sale
of our ADSs. The consolidated statements of income data for the quarters ended
June 30, 1999 and 2000 and the selected consolidated balance sheet data as of
the same dates are derived from our unaudited consolidated financial
statements, which have been prepared on the same basis as our audited financial
statements, and contain normal recurring adjustments which are, in the opinion
of management, necessary for a fair presentation of the results for the
unaudited periods. Additional data relating to operating income for each
business segment includes impact of exchange rate fluctuations and net interest
income received on inter-business segment loans for the periods ended March 31,
1998, 1999 and 2000. For the quarter ended June 30, 2000, operating income for
each segment does not include net interest income received on inter-business
segment loans. Reconciling items eliminate the impact of these items. See "Use
of Proceeds" for a description of how we intend to use the net proceeds of this
offering.

<TABLE>
<CAPTION>
                                  Year Ended March 31,                 Quarter Ended June 30,
                         -----------------------------------------  ------------------------------
                           1998       1999       2000       2000      1999       2000       2000
                         ---------  ---------  ---------  --------  --------  ----------- --------
                                                                              (unaudited)
<S>                      <C>        <C>        <C>        <C>       <C>       <C>         <C>
Consolidated Statements
 of Income Data:
Revenue:
 Global IT Services..... Rs. 4,017  Rs. 6,359  Rs.10,206  $233,816  Rs.2,013   Rs.3,597   $ 80,481
 Indian IT Services and
  Products
   Indian IT Services...       692      1,074      1,423    32,607       299        384      8,583
   Indian IT Products...     4,992      6,188      6,759   154,830       984      1,271     28,433
 Consumer Care and
  Lighting..............     3,195      3,465      3,222    73,822       750        759     16,970
 Others.................       804        806      1,381    31,628       161        252      5,642
                         ---------  ---------  ---------  --------  --------   --------   --------
   Total................    13,700     17,892     22,991   526,703     4,207      6,263    140,109
Cost of revenues:
 Global IT Services.....     2,696      4,057      6,174   141,437     1,296      1,909     42,706
 Indian IT Services and
  Products
   Indian IT Services...       254        457        610    13,965       119        152      3,398
   Indian IT Products...     3,946      4,901      5,573   127,687       855      1,064     23,799
 Consumer Care and
  Lighting..............     2,506      2,585      2,251    51,575       580        520     11,644
 Others.................       534        582      1,070    24,513       155        192      4,298
                         ---------  ---------  ---------  --------  --------   --------   --------
   Total................     9,936     12,582     15,678   359,177     3,005      3,837     85,844
                         ---------  ---------  ---------  --------  --------   --------   --------
Gross profit............     3,764      5,310      7,313   167,526     1,202      2,426     54,265
Operating Expenses:
 Selling, general and
  administrative
  expenses..............     2,266      3,502      3,821    87,518       698      1,294     28,939
                         ---------  ---------  ---------  --------  --------   --------   --------
Operating income........     1,498      1,808      3,492    80,008       504      1,132     25,326
Gain/(loss) on sale of
 stock of affiliates,
 including direct issue
 of stock by affiliate..       (36)        --        412     9,442        --         --         --
Other expense (net).....      (517)      (135)      (155)   (3,554)      (16)       (15)      (345)
Income taxes............      (102)      (179)      (525)  (12,034)      (63)      (121)    (2,706)
                         ---------  ---------  ---------  --------  --------   --------   --------
Income before share of
 equity in earnings of
 affiliates and minority
 interest...............       843      1,494      3,224    73,862       425        996     22,275
Equity in earnings of
 affiliate..............        78         96        113     2,579        16        (19)      (407)
Minority interest.......         7        (10)        (4)      (84)      --         --         --
                         ---------  ---------  ---------  --------  --------   --------   --------
Income from continuing
 operations............. Rs.   928  Rs. 1,580  Rs. 3,333  $ 76,357  Rs.  441   Rs.  977   $ 21,868
                         =========  =========  =========  ========  ========   ========   ========
Earnings per share from
 continuing operations:
 Basic.................. Rs.  4.09  Rs.  6.94  Rs. 14.63  $   0.34  Rs. 1.94   Rs. 4.29   $   0.10
 Diluted................      4.09       6.94      14.58      0.33      1.94       4.26       0.10
Additional Data:
Operating income:
 Global IT Services..... Rs. 1,096  Rs. 1,468  Rs. 2,894  $ 66,289  Rs.  554   Rs.1,068   $ 23,902
 Indian IT Services and
  Products..............       215        270        435     9,973         3         58      1,307
 Consumer Care and
  Lighting..............       266        406        479    10,973        91         85      1,901
 Others.................        76        (95)       (36)     (825)      (58)       (72)    (1,614)
 Reconciling items......      (156)      (242)      (280)   (6,402)      (87)        (7)      (170)
                         ---------  ---------  ---------  --------  --------   --------   --------
   Total................ Rs. 1,498  Rs. 1,808  Rs. 3,492  $ 80,008  Rs.  503   Rs.1,132   $ 25,326
                         =========  =========  =========  ========  ========   ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                    As of June 30, 2000
                                             ----------------------------------
                                                   Actual         As Adjusted
                                             ------------------ ---------------
<S>                                          <C>       <C>      <C>    <C>
Consolidated Balance Sheet Data
Cash and cash equivalents................... Rs.   686 $ 15,343  8,307 $181,171
Working capital.............................     2,498   55,889 10,120  220,700
Total assets................................    13,473  301,414 21,095  460,067
Total debt including preferred stock........     1,853   41,457  1,853   40,416
Total stockholder's equity..................     7,617  170,407 15,239  332,346
</TABLE>

                                       8
<PAGE>

                                 RISK FACTORS

   You should carefully consider the risks described below and the other
information in this prospectus before investing in our ADSs. Our business
could be seriously harmed by any of these risks. The trading price of our ADSs
could decline due to any of these risks, and you may lose all or part of your
investment.

Risks Related to our Company

   Our revenues are difficult to predict because they can fluctuate
   significantly given the nature of the markets in which we operate. This
   limits your ability to evaluate our historical financial results and
   increases the likelihood that our results could fall below the expectation
   of market analysts, which could cause the price of our equity shares and
   ADSs to decline.

   Our revenues historically have fluctuated and may fluctuate in the future
depending on a number of factors, including:

  .  the size, timing and profitability of significant projects or product
     orders;

  .  the proportion of services we perform at our clients' sites rather than
     at our offshore facilities;

  .  seasonal changes that affect the change in the mix of services we
     provide to our clients or in the relative proportion of services and
     product revenues;

  .  seasonal changes that affect purchasing patterns among our consumers of
     computer peripherals, personal computers, consumer care and other
     products;

  .  the effect of seasonal hiring patterns and the time we require to train
     and productively utilize our new employees; and

  .  currency exchange fluctuations.

   Approximately 59% of our total operating expenses in our Global IT Services
business, particularly personnel and facilities, are fixed in advance of any
particular quarter. As a result, unanticipated variations in the number and
timing of our projects or employee utilization rates may cause significant
variations in operating results in any particular quarter. We believe that
period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
Thus, it is possible that in the future some of our quarterly results of
operations may be below the expectations of public market analysts and
investors, and the market price of our equity shares and ADSs could decline.

   If we do not continue to improve our administrative, operational and
   financial personnel and systems to manage our growth, the value of your
   investment may be harmed.

   We have experienced significant growth in our Global IT Services business.
We expect our growth to place significant demands on our management and other
resources. This will require us to continue to develop and improve our
operational, financial and other internal controls, both in India and
elsewhere. Our continued growth will increase the challenges involved in:

  .  recruiting and retaining sufficiently skilled technical, marketing and
     management personnel;

  .  providing adequate training and supervision to maintain our high quality
     standards; and

  .  preserving our culture, values and entrepreneurial environment.

   If we are unable to manage our growth effectively, the quality of our
services and products may decline, and our ability to attract clients and
skilled personnel may be negatively affected. These factors in turn could
negatively affect the growth of our Global IT Services business and harm the
value of your investment.

   Intense competition in the market for IT services could affect our cost
   advantages, which could decrease our revenues.

   The market for IT services is highly competitive. Our competitors include
software companies, IT companies, large international accounting firms and
their consulting affiliates, systems consulting and integration

                                       9
<PAGE>

firms, other technology companies and client in-house information services
departments, both international and domestic. Many of our competitors have
significantly greater financial, technical and marketing resources and
generate greater revenue than we do. We cannot assure you that we will be able
to compete successfully against such competitors, or that we will not lose
clients to such competitors. Additionally, we believe that our ability to
compete also depends in part on factors outside our control, such as our
ability to attract, motivate and retain skilled employees, the price at which
our competitors offer comparable services, and the extent of our competitors'
responsiveness to their clients' needs.

   Wages in India have historically been lower than wages in the United States
   and Europe, which has been one of our competitive advantages. Wage
   increases in India may prevent us from sustaining this competitive
   advantage and may reduce our profit margins.

   Our wage costs in India have historically been significantly lower than
wage costs in the United States and Europe for comparably skilled
professionals, which has been one of our competitive advantages. However, wage
increases in India may prevent us from sustaining this competitive advantage
and may negatively affect our profit margins. We may need to increase the
levels of our employee compensation more rapidly than in the past to remain
competitive. Unless we are able to continue to increase the efficiency and
productivity of our employees, wage increases in the long term may reduce our
profit margins.

   Our success depends in large part upon our management team and other highly
   skilled professionals. If we fail to retain and attract these personnel,
   our business may be unable to grow and our revenues could decline, which
   may decrease the value of your investment.

   We are highly dependent on the senior members of our management team,
including the continued efforts of our Chairman and Managing Director. Our
ability to execute project engagements and to obtain new clients depends in
large part on our ability to attract, train, motivate and retain highly
skilled professionals, especially project managers, software engineers and
other senior technical personnel. If we cannot hire and retain additional
qualified personnel, our ability to bid on and obtain new projects, and to
continue to expand our business will be impaired and our revenues could
decline. We believe that there is significant competition for professionals
with the skills necessary to perform the services we offer. We cannot assure
you that we will be able to hire and retain enough skilled and experienced
employees to replace those who leave. Additionally, we may not be able to
redeploy and retrain our employees to keep pace with continuing changes in
technology, evolving standards and changing client preferences.

   Our Global IT Services revenues depend to a large extent on a small number
   of clients, and our revenues could decline if we lose a major client.

   While we currently derive, and believe we will continue to derive, a
significant portion of our Global IT Services revenues from a limited number
of corporate clients we continue to reduce our dependence on any revenues from
service rendered to any one client. The loss of a major client or a
significant reduction in the service performed for a major client could result
in a reduction of our revenues. For the fiscal years ended March 31, 1999,
March 31, 2000, and the quarter ended June 30, 2000, General Electric, our
largest client accounted for 19%, 15% and 10% of our Global IT Services
revenues, and for the same periods, our ten largest clients accounted for 55%,
53% and 47% of our Global IT Services revenues. The volume of work we perform
for specific clients may vary from year to year, particularly since we
typically are not the only outside service provider for our clients. Thus, a
major client in one year may not provide the same level of revenues in a
subsequent year. We currently anticipate a significant reduction in the
services performed for at least one of our five largest clients over the next
one year period.

   Restrictions on immigration may affect our ability to compete for and
   provide services to clients in the United States, which could hamper our
   growth and cause our revenues to decline.

   If U.S. immigration laws change and make it more difficult for us to obtain
H-1B and L-1 visas for our employees, our ability to compete for and provide
services to clients in the United States could be impaired.

                                      10
<PAGE>

This in turn could hamper our growth and cause our revenues to decline. Our
employees that work onsite at client facilities or at our facilities in the
United States on temporary and extended assignments typically must obtain
visas. As of June 30, 2000, the majority of our personnel in the United States
held H-1B visas (721 persons) or L-1 visas (230 persons). An H-1B visa is a
temporary work visa, which allows the employee to remain in the U.S. while he
or she remains an employee of the sponsoring firm, and the L-1 visa is an
intra-company transfer visa, which only allows the employee to remain in the
United States temporarily. Although there is no limit to new L-1 petitions,
there is a limit to the aggregate number of new H-1B petitions that the U.S.
Immigration and Naturalization Service may approve in any government fiscal
year. We may not be able to obtain the H-1B visas necessary to bring critical
Indian professionals to the United States on an extended basis during years in
which this limit is reached. This limit was reached in March 2000 for the U.S.
Government's fiscal year ended September 30, 2000. While we anticipated that
this limit would be reached before the end of the U.S. Government's fiscal
year, and made efforts to plan accordingly, we cannot assure you that we will
continue to be able to obtain a sufficient number of H-1B visas.

   Our costs could increase if the Government of India reduces or withholds
   tax benefits and other incentives it provides to us.

   Currently, we benefit from certain tax incentives under Indian tax laws. As
a result of these incentives, our operations have been subject to relatively
insignificant Indian tax liabilities. These tax incentives currently include a
10-year tax holiday from payment of Indian corporate income taxes for our
Global IT Services business operated from specially designated "Software
Technology Parks" in India and an income tax deduction of 100% for profits
derived from exporting information technology services. As a result, a
substantial portion of our pre-tax income has not been subject to significant
tax in recent years. For the years ended March 31, 1999 and March 31, 2000 and
the quarter ended June 30, 2000, we realized tax benefits of Rs. 547 million,
Rs. 1,104 million and Rs. 410 million from such tax incentives. We are
currently also eligible for exemptions from other taxes, including customs
duties. The recently enacted Finance Act, 2000 phases out the ten year tax
holiday over a ten year period from the financial year 1999-2000 to financial
year 2008-2009. Our current tax holidays expire in stages by 2009. The Finance
Act, 2000 also phases out the income tax deduction for profits derived from
exporting technology services over the next five years. When our tax holiday
and income tax deduction exemptions expire or terminate, our costs will
increase. Additionally, the Government of India could enact similar laws in
the future, which could further impair our other tax incentives.

   Increases in Indian dividend taxes could negatively affect our tax
   liability.

   The Finance Act, 2000 increases the tax on dividends declared, distributed
or paid by us from 11% to 22%, including a 10% surcharge. We cannot assure you
that in the future the Government of India will not further increase the
surcharges and dividend taxes it imposes. Any future increase in the dividend
tax or surcharge could negatively affect our tax liability.

   We focus on high-growth industries, such as networking and communications.
   Any decrease in demand for technology in such industries may significantly
   decrease the demand for our services, which may impair our growth and cause
   our revenues to decline.

   Approximately 44% of our Global IT Services business is derived from
clients in high growth industries who use our IT services for networking and
communications equipment. Any significant decrease in the growth of these
industries will decrease the demand for our services and could reduce our
revenue.

   Our failure to complete fixed-price, fixed-time frame contracts on budget
   and on time may negatively affect our profitability, which could decrease
   the value of your investment.

   We offer a portion of our services on a fixed-price, fixed-time frame
basis, rather than on a time-and-materials basis. Although we use specified
software engineering processes and our past project experience to reduce the
risks associated with estimating, planning and performing fixed-price, fixed-
time frame projects, we bear the risk of cost overruns, completion delays and
wage inflation in connection with these projects. If we fail

                                      11
<PAGE>

to accurately estimate the resources and time required for a project, future
rates of wage inflation and currency exchange rates, or if we fail to complete
our contractual obligations within the contracted time frame, our
profitability may suffer.

   Disruptions in telecommunications could harm our service model, which could
   result in a reduction of our revenues.

   A significant element of our business strategy is to continue to leverage
and expand our software development centers in Bangalore, Chennai, Gurgaon,
Hyderabad and Pune, India, as well as overseas. We believe that the use of a
strategically located network of software development centers will provide us
with cost advantages, the ability to attract highly skilled personnel in
various regions of the country and the world, the ability to service clients
on a regional and global basis, and the ability to provide services to our
clients 24 hours a day, seven days a week. Part of our service model is to
maintain active voice and data communications between our main offices in
Bangalore, our clients' offices, and our other software development and
support facilities. Although we maintain redundant facilities and satellite
communications links, any significant loss in our ability to transmit voice
and data through satellite and telephone communications would result in a
reduction of our revenues.

   Our international operations subject us to risks inherent in doing business
   on an international level that could harm our operating results.

   While to date most of our software development facilities are located in
India and in the United States, we intend to establish new development
facilities, including potentially in Southeast Asia and Europe. We have not
yet made substantial contractual commitments to establish any new facilities
and we cannot assure you that we will not significantly alter or reduce our
proposed expansion plans. Because of our limited experience with facilities
outside of India, we are subject to additional risks including, among other
things, difficulties in regulating our business globally, export requirements
and restrictions, and multiple and possibly overlapping tax structures. Any of
these events could harm our future performance.

   We may engage in future acquisitions, investments, strategic partnerships
   or other ventures that may harm our performance, dilute our shareholders
   and cause us to incur debt or assume contingent liabilities.

   We may acquire or make investments in complementary businesses,
technologies, services or products, or enter into strategic partnerships with
parties who can provide access to those assets. We may not identify suitable
acquisition, investment or strategic partnership candidates, or if we do
identify suitable candidates, we may not complete those transactions on terms
commercially acceptable to us or at all. If we acquire another company, we
could have difficulty in assimilating that company's personnel, operations,
technology and software. In addition, the key personnel of the acquired
company may decide not to work for us. If we make other types of acquisitions,
we could have difficulty in integrating the acquired products, services or
technologies into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses. As
of the date of this prospectus, we have no agreement to enter into any
material investment or acquisition transaction.

   We may be liable to our clients for damages caused by system failures,
   which could damage our reputation and cause us to lose customers.

   Many of our contracts involve projects that are critical to the operations
of our clients' businesses, and provide benefits which may be difficult to
quantify. Any failure in a client's system could result in a claim for
substantial damages against us, regardless of our responsibility for such
failure. Although we attempt to limit our contractual liability for damages
resulting from negligent acts, errors, mistakes or omissions in rendering our
services, we cannot assure you that the limitations on liability we provide
for in our service contracts will be enforceable in all cases, or that it will
otherwise protect us from liability for damages.

                                      12
<PAGE>

Risks Related to Investments in Indian Companies

   We are incorporated in India, and substantially all of our assets and our
employees are located in India. Consequently, our financial performance and
the market price of our ADSs will be affected by political, social and
economic developments affecting India, Government of India policies, including
taxation and foreign investment policies, government currency exchange
control, as well as changes in exchange rates and interest rates.

   Regional conflicts in South Asia could adversely affect the Indian economy,
   disrupt our operations and cause our business to suffer.

   South Asia has from time to time experienced instances of civil unrest and
hostilities among neighboring countries, including between India and Pakistan.
In recent years there have been military confrontations between India and
Pakistan that have occurred in the region of Kashmir. Events of this nature in
the future could influence the Indian economy and could have a material
adverse effect on the market for securities of Indian companies, including our
ADSs, and on the market for our services.

   Political instability or changes in the government in India could delay the
   liberalization of the Indian economy and adversely affect economic
   conditions in India generally, which could impact our financial results and
   prospects.

   Since 1991, successive Indian governments have pursued policies of economic
liberalization, including significantly relaxing restrictions on the private
sector. Nevertheless, the role of the Indian central and state governments in
the Indian economy as producers, consumers and regulators has remained
significant. The Government of India has changed five times since 1996. The
current Government of India, formed in October, 1999, has announced policies
and taken initiatives that support the continued economic liberalization
policies that have been pursued by previous governments. We cannot assure you
that these liberalization policies will continue in the future. The rate of
economic liberalization could change, and specific laws and policies affecting
technology companies, foreign investment, currency exchange and other matters
affecting investment in our securities could change as well. A significant
change in India's economic liberalization and deregulation policies could
adversely affect business and economic conditions in India generally and our
business in particular.

   Indian law limits our ability to raise capital outside India and may limit
   the ability of others to acquire us, which could prevent us from operating
   our business or entering into a transaction that is in the best interests
   of our shareholders.

   Indian law constrains our ability to raise capital outside India through
the issuance of equity or convertible debt securities. Generally, any foreign
investment in, or an acquisition of, an Indian company requires approval from
relevant government authorities in India including the Reserve Bank of India.
However, the Government of India currently does not require prior approvals
for IT companies, subject to certain exceptions. Under any such exception, if
the Government of India does not approve the investment or implements a limit
on the foreign equity ownership of IT companies, our ability to seek and
obtain additional equity investment by foreign investors will be constrained.
In addition, these restrictions, if applied to us, may prevent us from
entering into a transaction, such as an acquisition by a non-Indian company,
which would otherwise be beneficial for our company and the holders of our
equity shares and ADSs.

   Indian law imposes foreign investment restrictions that limit your ability
   to convert equity shares into ADSs, which may cause our equity shares to
   trade at a discount or premium to the market price of our ADSs.

   Under current Indian laws and regulations, our depositary cannot accept
deposits of outstanding equity shares and issue ADRs evidencing ADSs
representing such equity shares. If you elect to surrender your ADSs and
receive equity shares, you will be prohibited from re-depositing those
outstanding equity shares with our depositary. Additionally, investors who
exchange ADSs for the underlying equity shares and are not holders of record
will be required to declare to us details of the holder of record, and the
holder of record will be required to disclose the details of the beneficial
owner. Any investor who fails to comply may be liable for a fine of up to

                                      13
<PAGE>

Rs. 1,000 for each day such failure continues. Such restrictions on foreign
ownership of the underlying equity shares may cause our equity shares to trade
at a discount or premium to the ADSs.

   Except in limited circumstances, the Reserve Bank of India must approve the
sale of your equity shares underlying ADSs by a non-resident of India to a
resident of India. Since currency exchange controls are in effect in India,
the Reserve Bank of India will approve the price at which your equity shares
are transferred based on a specified formula, and a higher price per share may
not be permitted. Additionally, except in certain limited circumstances, if
you seek to convert the rupee proceeds from a sale of your equity shares in
India into foreign currency and then repatriate that foreign currency from
India you will have to obtain an additional Reserve Bank of India approval for
each transaction. We cannot assure you that any required approval from the
Reserve Bank of India or any other government agency can be obtained on any
terms or at all.

   Our ability to acquire companies organized outside India depends on the
   approval of the Government of India. Our failure to obtain approval from
   the Government of India for acquisitions of companies organized outside
   India may restrict our international growth, which could negatively affect
   our revenues.

   The Ministry of Finance of the Government of India and/or the Reserve Bank
of India must approve our acquisition of any company organized outside of
India. The Government of India has recently issued a policy statement
permitting acquisitions of companies organized outside India with a
transaction value:

  .  if in cash, up to 50% of the proceeds from an ADS offering; and

  .  if in stock, the greater of $100 million or ten times the acquiring
     company's previous fiscal year's export earnings.

   We cannot assure you any required approval from the Reserve Bank of India
and/or the Ministry of Finance or any other government agency can be obtained.
Our failure to obtain approval from the Government of India for acquisitions
of companies organized outside India may restrict our international growth,
which could negatively affect our revenues.

   The laws of India do not protect intellectual property rights to the same
   extent as those of the United States, and we may be unsuccessful in
   protecting our intellectual property rights. Unauthorized use of our
   intellectual property may result in development of technology, products or
   services which compete with our products.

   Our intellectual property rights are important to our business. We rely on
a combination of copyright and trademark laws, trade secrets, confidentiality
procedures and contractual provisions to protect our intellectual property.
However, the laws of India do not protect proprietary rights to the same
extent as laws in the United States. Therefore, our efforts to protect our
intellectual property may not be adequate. Our competitors may independently
develop similar technology or duplicate our products or services. Unauthorized
parties may infringe upon or misappropriate our products, services or
proprietary information.

   The misappropriation or duplication of our intellectual property could
disrupt our ongoing business, distract our management and employees, reduce
our revenues and increase our expenses. We may need to litigate to enforce our
intellectual property rights or to determine the validity and scope of the
proprietary rights of others. Any such litigation could be time-consuming and
costly. As the number of patents, copyrights and other intellectual property
rights in our industry increases, and as the coverage of these rights
increases, we believe that companies in our industry will face more frequent
patent infringement claims. Defending against these claims, even if not
meritorious, could be expensive and divert our attention and resources from
operating our company. Although there are no pending or threatened
intellectual property lawsuits against us, if we become liable to third
parties for infringing their intellectual property rights, we could be
required to pay a substantial damage award and forced to develop non-
infringing technology, obtain a license or cease selling the applications or
products that contain the infringing technology. We may be unable to develop
non-infringing technology or to obtain a license on commercially reasonable
terms, or at all.

                                      14
<PAGE>

Risks Related to the ADSs and our Trading Market

   Our Chairman of the Board and Managing Director, Azim H. Premji, will
   control our company, which limits your ability to influence or control
   corporate actions. This concentration of ownership may also reduce the
   market price of our ADSs.

   Our largest shareholder, Azim H. Premji, will beneficially own an aggregate
of approximately 84.26% of our equity shares following this offering, or
84.11% if the underwriters' overallotment option is exercised in full. As a
result, Mr. Premji will be able to exercise control over most matters
requiring approval by our shareholders, including:

  .  the election of directors;

  .  altering our Articles of Association;

  .  approval of significant corporate transactions;

  .  issuing additional shares of capital stock; or

  .  commencing a liquidation.

   Mr. Premji's interests may differ from our other shareholders or holders of
our ADSs and could result in a delay or prevention of a change in control of
our company even if a transaction of that sort would be beneficial to our
other shareholders, including the holders of our ADSs, or in the best interest
of our company.

   Because we operate a substantial part of our business in India, currency
   exchange rate fluctuations may affect the market price of our ADSs
   independent of our operating results.

   The exchange rate between the rupee and the U.S. dollar has changed
substantially in recent years and may fluctuate substantially in the future.
During the five-year period from March 31, 1995 through March 31, 2000, the
value of the rupee against the U.S. dollar declined by approximately 39% from
Rs. 31.40 to Rs. 43.65. We have sought to reduce the effect of exchange rate
fluctuations on our operating results by periodically purchasing foreign
exchange forward contracts to cover a portion of our outstanding accounts
receivable. We cannot assure you that we will be able to adequately insulate
ourselves from foreign currency exchange risks, or that these contracts will
perform adequately as a hedging mechanism.

   For the fiscal years ended March 31, 1999 and March 31, 2000, and the
quarter ended June 30, 2000, our revenues in foreign currency represented 37%,
46% and 59%, respectively, of our total revenues. We expect that we will
continue to generate a significant portion of our revenues in foreign currency
in the foreseeable future and that a significant portion of our expenses, such
as personnel costs and capital and operating expenditure, will continue to be
denominated in rupees. Consequently, our results of operations may decline if
the rupee appreciates against these foreign currencies.

   Additionally, fluctuations in the exchange rate between the rupee and the
U.S. dollar will affect the U.S. dollar conversion by the depositary of any
cash dividends paid in rupees on the equity shares represented by our ADSs,
and the U.S. dollar equivalent of the rupee price of our equity shares on the
Indian Stock Exchanges, which may consequently affect the market price of our
ADSs. These fluctuations would also affect the dollar value of the proceeds a
holder of our ADSs would receive upon the sale in India of any of our equity
shares withdrawn from the depositary.

   Trading in our shares could be subject to significant price fluctuations,
   and you could have difficulty trading your shares, particularly in light of
   Indian legal restrictions on equity share convertibility.

   We cannot predict the extent to which this offering will result in the
development of an active, liquid public trading market for our ADSs. Active,
liquid trading markets generally result in lower price volatility and more
efficient execution of buy and sell orders for investors. Liquidity of a
securities market is often a function of the volume of the shares that are
publicly held by unrelated parties. After this offering and assuming the
underwriters' overallotment option is exercised in full, approximately 1.36%
of our outstanding equity shares

                                      15
<PAGE>

will trade in the United States in the form of ADSs. Under current Indian law,
equity shares may not be deposited into our depositary in exchange for ADSs.
Therefore, the number of outstanding ADSs and trading volumes will decrease to
the extent that equity shares are withdrawn from our depositary, which may
adversely affect the market price and the liquidity of the market for the
ADSs.

   You may not be able to resell your ADSs or underlying equity shares at or
   above the initial public offering price and, as a result, you may lose all
   or part of your investment.

   Prior to this offering, there has not been a public market for our ADSs.
The initial public offering price for the ADSs will be determined by
negotiations between us and the representatives of the underwriters and may
not be indicative of prices that will prevail in the trading market. You may
not be able to resell your ADSs or underlying equity shares at or above the
initial public offering price and as a result, you may lose all or part of
your investment.

   After this offering, our ADS market price may be highly volatile and could
   drop unexpectedly.

   Our stock price has experienced wide fluctuations on the Indian Stock
Exchanges. The stock markets in the United States have from time to time
experienced significant price and volume fluctuations that have affected the
market prices for the securities of technology companies. These factors and
other factors outside of our control may cause volatility in the price of our
ADSs and the price changes may be unrelated or disproportionate to our
operating results. In the past, following periods of volatility in the market
price of a public company's securities, securities class action litigation has
often been instituted against that company. Any such litigation brought
against us, even if unsuccessful, could damage our reputation and result in
substantial costs and a diversion of our management's attention and resources.

   Our management will have broad discretion in using the proceeds from this
   offering which may result in uses you may not agree with and in ways that
   may not yield a favorable return.

   Our management will have broad discretion with respect to the expenditure
of the net proceeds from this offering. We have not committed the net proceeds
of this offering to any particular purpose, although we are not permitted to
use the proceeds to purchase real estate or to purchase securities on stock
exchanges pursuant to restrictions imposed by the Ministry of Finance of the
Government of India. Investors will be relying on the judgment of our
management regarding the application of these proceeds, which may include ways
with which you do not agree.

   You may be restricted in your ability to exercise preemptive rights under
   Indian law and thereby may suffer future dilution of their ownership
   position.

   Under the Companies Act, 1956 of India, or Companies Act, a company
incorporated in India must offer its holders of equity shares preemptive
rights to subscribe and pay for a proportionate number of shares to maintain
their existing ownership percentages prior to the issuance of any new equity
shares, unless the preemptive rights have been waived by a special resolution
requiring the affirmative vote of 75% of the shares voting on that resolution.
U.S. holders of ADSs may be unable to exercise preemptive rights for equity
shares underlying ADSs unless a registration statement under the Securities
Act of 1933, as amended, is effective with respect to the rights or an
exemption from the registration requirements of the Securities Act is
available and approvals of the appropriate Indian regulatory authorities, if
required, are obtained. Our decision to file a registration statement will
depend on the costs and potential liabilities associated with any given
registration statement as well as the perceived benefits of enabling the
holders of our ADSs to exercise their preemptive rights and any other factors
that we deem appropriate to consider at the time the decision must be made. We
may elect not to file a registration statement related to the equity shares
issuable upon exercise of the preemptive rights otherwise available by law to
our shareholders. In the case of such future issuances, the new securities may
be issued to our depositary, which may sell the securities for the benefit of
the holders of the ADSs. The value, if any, our depositary would receive upon
the sale of such securities cannot be predicted. To the extent that holders of
ADSs are unable to exercise preemptive rights granted in respect of the equity
shares represented by their ADSs, their proportional interests in our company
would be reduced.

                                      16
<PAGE>

   You may be restricted in your ability to exercise voting rights.

   As a holder of ADSs, you generally will have the right under the deposit
agreement to instruct the depositary to exercise the voting rights for the
equity shares represented by your ADSs. The depositary will mail to you any
notice of shareholders' meeting received from us together with information
explaining how to instruct the depositary to exercise the voting rights of the
equity shares represented by ADSs. If the depositary timely receives voting
instructions from a holder of ADSs, it will endeavor to vote the securities
represented by those ADSs in accordance with such voting instructions.
However, the ability of the depositary to carry out voting instructions may be
limited by practical and legal limitations and the terms of the securities on
deposit. We cannot assure you that you will receive voting materials in time
to enable you to return voting instructions to the depositary in a timely
manner. Securities for which no voting instructions have been received will
not be voted.

   You will suffer immediate and substantial dilution in the book value of
   your investment.

   The initial public offering price of the ADSs offered by this prospectus
will be substantially higher than the net tangible book value of our
outstanding equity shares. Accordingly, investors who purchase ADSs in this
offering will experience immediate and substantial dilution in the tangible
net book value of their investment.

   The future sales of securities by our company or existing shareholders may
   depress the market price of our ADSs.

   The market price of our ADSs could decline as a result of sales of a large
number of equity securities, on an Indian stock exchange or elsewhere after
this offering, or the perception that such sales could occur. Such sales also
might make it more difficult for us to sell equity securities in the future at
a time and at a price that we deem appropriate. After this offering, we will
have an aggregate of 231,906,350 equity shares outstanding. Of the outstanding
equity shares, the 2,750,000 ADSs, representing 2,750,000 equity shares, sold
in this offering and 31,358,423 equity shares will be freely tradable, other
than ADSs purchased by our affiliates. The remaining equity shares may be sold
in the United States directly or in the form of ADSs only upon Government of
India approval and pursuant to a registration statement under the Securities
Act or an exemption from the registration requirements of the Securities Act.
Each of our directors and executive officers has agreed that he will not
offer, sell or agree to sell, directly or indirectly, or otherwise dispose of
any equity shares without the prior written consent of the representatives of
the U.S. underwriters for a period of 180 days from the date of this
prospectus.

   You may not be able to enforce a judgment of a foreign court against us in
   an Indian court.

   We are a public, limited liability company incorporated under the laws of
the Republic of India. Almost all our directors and executive officers, and
several of the experts named in this prospectus reside outside the United
States, and virtually all of our assets and the assets of those persons are
located outside the United States. As a result, it may be difficult for
investors to effect service of process upon our directors, executive officers
and the Indian experts named in this prospectus, and to enforce judgments
obtained in the United States against us or such persons in the United States,
including judgments based on the civil liability provisions of the federal
securities laws of the United States.

   India is not a party to any international treaty relating to the
recognition or enforcement of foreign judgments. We believe there is
uncertainty as to the enforceability of civil liabilities under United States
securities laws in original actions brought in India. However, we believe that
an Indian court may recognize a foreign civil judgment, subject to specified
time limitations, as conclusive regarding any matter directly decided upon,
provided the judgment satisfies certain conditions such as delivery by a court
of competent jurisdiction and that the judgment was given on the merits of the
case. However, it is unlikely that an Indian court would enforce foreign
judgments if it viewed the amount of damages awarded as excessive or
inconsistent with Indian practice.

   It may also be difficult for investors to bring an original action in an
Indian court based on the civil liability provisions of the federal securities
laws of the United States, against us or our directors, executive officers or
experts who reside outside the United States.

                                      17
<PAGE>

               YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future
financial performance and include, but are not limited to, statements
concerning:

  .  Our ability to attract and retain clients;

  .  The anticipated benefits and risks associated with our business
     strategy, including those relating to our current and future service
     offerings;

  .  Our future operating results and the future value of our ADSs;

  .  The anticipated benefits and risks of our key strategic partnerships,
     business relationships and acquisitions;

  .  The anticipated size or trends of the market segments in which we
     compete and the anticipated competition in those markets;

  .  Government regulation; and

  .  Our future capital requirements and our ability to satisfy our capital
     needs.

Furthermore, in some cases, you can identify forward-looking statements by
terminology such as may, will, could, should, expect, plan, intend,
anticipate, believe, estimate, predict, potential or continue, the negative of
such terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks outlined in the Risk Factors section above. These factors may cause
our actual results to differ materially from any forward-looking statement.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievement. Except as required by law, we undertake
no obligation to update publicly any forward-looking statements for any reason
after the date of this prospectus to conform these statements to actual
results or to changes in our expectations.

                           CURRENCY OF PRESENTATION

   In this prospectus, all references to "Indian rupees," "rupees" and "Rs."
are to the legal currency of India and all references to "U.S. dollars,"
"dollars" and "$" are to the legal currency of the United States. For the
convenience of the reader, this prospectus contains translations of some
Indian rupee amounts into U.S. dollars. This should not be construed as a
representation that those Indian rupee or U.S. dollar amounts could have been,
or could be, converted into U.S. dollars or Indian rupees, as the case may be,
at any particular rate, the rate stated below, or at all. Our financial
statements for the year ended March 31, 2000 in "Summary Consolidated
Financial Data," "Selected Consolidated Financial Data" and the financial
statements beginning on page F-1 of this prospectus have been translated from
Indian rupees to United States dollars based on the noon buying rate in the
city of New York for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York on March 31, 2000, which was
Rs. 43.65 per $1.00. Except as otherwise stated in this prospectus, all other
translations from Indian rupees to U.S. dollars contained in this prospectus
have been based on the noon buying rate in the City of New York on
June 30, 2000 for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York, which was Rs. 44.70 per
$1.00. The noon buying rate on September 15, 2000 was Rs. 45.85 per $1.00. In
this prospectus, any discrepancies in any table between totals and the sums of
the amounts listed are due to rounding.

                                      18
<PAGE>

                       ENFORCEMENT OF CIVIL LIABILITIES

   We are a public limited liability company incorporated under the laws of
the Republic of India. Most of our directors and executive officers, and
several of the experts named in this prospectus, reside outside the United
States, and most of our assets and the assets of those persons are located
outside the United States. As a result, it may be difficult for investors to
effect service of process upon our non-United States resident directors,
executive officers and the Indian experts named in this prospectus and to
enforce judgments obtained in the United States against us or such persons in
the United States, including judgments on the civil liability provisions of
the federal securities laws of the United States.

   India is not a party to any international treaty relating to the
recognition or enforcement of foreign judgments. We have been informed by
Nishith Desai Associates, our Indian legal counsel, that there is doubt as to
the enforceability of civil liabilities under U.S. securities laws in original
actions instituted in India. However, we have been advised by Nishith Desai
Associates that the statutory basis for recognition of foreign judgments is
found in Section 13 of the Indian Code of Civil Procedure, 1908, which
provides that an Indian court may recognize a foreign civil judgment, subject
to certain time limitations, as conclusive regarding any matter directly
decided upon if it finds that:

  .  the judgment has been pronounced by a court of competent jurisdiction;

  .  the judgment has been given on the merits of the case;

  .  the judgment does not appear on the face of the proceedings to be
     founded on an incorrect view of international law or a refusal to
     recognize the law of India in cases where such law is applicable;

  .  the proceedings in which the judgment was obtained were not opposed to
     natural justice;

  .  the judgment has not been obtained by fraud; and

  .  the judgment does not sustain a claim founded on a breach of any law in
     force in India.

   Section 44A of the Indian Code of Civil Procedure, 1908, provides that
where a foreign judgment has been rendered by a court in any country or
territory outside India which the Government of India has by notification
declared to be a reciprocating territory, it may be enforced in India by
proceedings in execution as if the judgment had been rendered by the relevant
court in India. The United States has not been declared by the Government of
India to be a reciprocating territory for purposes of Section 44A.
Accordingly, a judgment of a court in the United States may be enforced in
India only by suit upon the judgment, not by proceedings in execution. The
suit must be brought in India within three years from the date of the judgment
in the same manner as any other suit filed to enforce a civil liability in
India. It is unlikely that a court in India would award damages on the same
basis as a foreign court if an action is brought in India. Furthermore, it is
unlikely that an Indian court would enforce foreign judgments if it viewed the
amount of damages awarded as excessive or inconsistent with Indian practice. A
party seeking to enforce a foreign judgment in India, whether by suit upon the
judgment or by proceedings in execution, is required to obtain the approval of
the Reserve Bank of India under the Indian Foreign Exchange Management Act,
1999 to execute such a judgment, if it involves any matter requiring approval
under the Foreign Exchange Management Act, 1999, of India, including the
repatriation of any amount recovered. We have also been advised by Nishith
Desai Associates that a party may file a suit in India against us, our
directors or our executive officers as an original action predicated upon the
provisions of the federal securities laws of the United States. To our
knowledge, no such suit has ever been brought in Indian courts.

   In brief, it may be difficult for investors to enforce in India a judgment
obtained in a court in the United States. It may also be difficult for
investors to bring an original action in an Indian court, based on the civil
liability provisions of the federal securities laws of the United States,
against us or our directors, executive officers or experts who reside outside
the United States.

                                      19
<PAGE>

                                USE OF PROCEEDS

   The net proceeds from this offering, after deducting underwriting discounts
and the estimated offering expenses payable by us, are estimated to be
approximately $166.2 million (or $191.4 million if the underwriters'
overallotment option is exercised in full) assuming an initial public offering
price of $63.86 per ADS.

   While we have not created a specific business plan for the use of the
proceeds from this offering, currently we intend to use the proceeds from this
offering for general corporate purposes, including possible strategic
investments, partnerships and acquisitions in India and abroad. While we
routinely discuss potential investments, strategic partnerships and
acquisitions in the ordinary course of our business, we have no current
agreements relating to any such transaction. We have applied to the Reserve
Bank of India for its approval to use the proceeds of our ADS issue for the
acquisition of companies outside India. As of the date of this prospectus, the
application is pending.

   We have not yet determined the amount of net proceeds to be used
specifically for the purposes specified above. Accordingly, management will
have significant flexibility in applying the net proceeds of this offering. We
intend to invest the net proceeds, until we use them as described above, in
dollar or rupee denominated investment grade, interest-bearing instruments,
provided that the Government of India may require us to repatriate the
proceeds of this offering, which means converting the proceeds into rupees and
holding them in India.

                                      20
<PAGE>

                                DIVIDEND POLICY

   Although the amount varies, public companies in India typically pay cash
dividends. Under Indian law, a corporation pays dividends upon a
recommendation by the Board of Directors and approval by a majority of the
shareholders, who have the right to decrease but not increase the amount of
the dividend recommended by the Board of Directors. Under the Indian Companies
Act, 1956 dividends may be paid out of profits of a company in the year in
which the dividend is declared or out of the undistributed profits of previous
fiscal years.

   In each of the fiscal years ended March 31, 1998, 1999 and 2000, we
declared cash dividends in an aggregate of approximately Rs. 0.30 ($0.01) per
equity share. In each of the fiscal years ended March 31, 1995, 1996 and 1997
we declared cash dividends in an aggregate of approximately Rs. 0.50 ($0.01)
per equity share. Although we have no current intention to discontinue
dividend payments, we cannot assure you that any future dividends will be
declared or paid or that the amount thereof will not be decreased. Holders of
ADSs will be entitled to receive dividends payable on equity shares
represented by such ADSs. Cash dividends on equity shares represented by ADSs
will be paid to the depositary in rupees and, except as otherwise described
under "Description of American Depositary Shares," will be converted by the
depositary into U.S. dollars and distributed, net of depositary fees, taxes,
if any, and expenses, to the holders of such ADSs.

                                      21
<PAGE>

                         PRICE RANGE OF EQUITY SHARES

   Our equity shares are listed and traded on the Indian Stock Exchanges. The
prices for equity shares as quoted in the official list of each of the Indian
Stock Exchanges are expressed in Indian rupees. The information presented in
the table below is adjusted to reflect our 5-for-1 share split which was
effective as of October 14, 1999 and our 2-for-1 share split, in the form of a
dividend, which was effective as of December 4, 1997. For the periods
indicated, we have provided:

  .  the reported high and low sales prices quoted in rupees for the equity
     shares on The Stock Exchange, Mumbai;

  .  the imputed high and low sales prices for the equity shares based on
     such high and low sales prices, translated into U.S. dollars based on
     the Noon Buying Rate on the last date of each period presented; and,

  .  the average trading volume for the equity shares on The Stock Exchange,
     Mumbai and the National Stock Exchange of India.

The prices and volumes quoted on other stock exchanges may be different.

<TABLE>
<CAPTION>
                                                     Price per
                          Price per Equity Share    Equity Share  Average Daily
                         ------------------------- --------------  Equity Share
Year Ended March 31,         High         Low       High    Low   Trading Volume
- --------------------     ------------ ------------ ------- ------ --------------
<S>                      <C>          <C>          <C>     <C>    <C>
1998
  First Quarter......... Rs.    38.33 Rs.    24.20 $  1.07 $ 0.68      21,802
  Second Quarter........       108.00        36.53    2.98   1.01      63,974
  Third Quarter.........       124.38        80.00    3.16   2.04      66,979
  Fourth Quarter........       158.44        91.20    4.01   2.31      40,432
1999
  First Quarter......... Rs.   409.80 Rs.   150.40 $  9.64 $ 3.54     206,543
  Second Quarter........       421.80       334.01    9.93   7.86      90,437
  Third Quarter.........       408.98       306.40    9.62   7.21      78,548
  Fourth Quarter........       880.00       363.00   20.71   8.54      47,678
2000
  First Quarter......... Rs. 1,000.00 Rs.   604.20 $ 23.01 $13.91      36,715
  Second Quarter........     1,559.00       800.00   35.77  18.35      81,471
  Third Quarter.........     2,625.00       930.00   60.33  21.37     112,833
  Fourth Quarter........    10,350.00     2,400.00  237.11  54.98     153,796
2001
  First Quarter......... Rs. 5,924.00 Rs. 1,474.00 $132.53 $32.98     574,854
  Second Quarter
   (through September
   15, 2000)............     3,479.00     2,110.00   75.88  46.02   1,074,580
</TABLE>

   On September 15, 2000, the closing price of our equity shares on The Stock
Exchange, Mumbai was Rs. 2,928.00, equivalent to $63.86 per equity share, or
$63.86 per ADS on an imputed basis, translated at the Noon Buying Rate of
Rs.45.85 per $1.00 on September 15, 2000.

   As of August 1, 2000, there were approximately 48,700 holders of record of
our equity shares, of which 17 had registered addresses in the United States
and held an aggregate of approximately 181,685 equity shares.

Trading Practices and Procedures on the Indian Stock Exchanges

   The Stock Exchange, Mumbai ("BSE") and The National Stock Exchange ("NSE")
together account for more than 80% of the total trading volume on the Indian
Stock Exchanges. Trading on both of these exchanges is accomplished through
on-line execution. These two stock exchanges handle over 100,000 trades per
day with

                                      22
<PAGE>

volumes in excess of Rs. 20 billion. Trading is done on a five-day fixed
settlement basis on most of the exchanges, including the BSE and NSE. Any
outstanding amount at the end of the settlement period is settled by delivery
and payment. However, institutional investors are not permitted to 'net out'
their transactions and must trade on a delivery basis only.

   The BSE permits carry forwards of trades in certain securities by non-
institutional investors with an associated charge. In addition, orders can be
entered with a specified term of validity that may last until the end of the
session, day or settlement period. Dealers must specify whether orders are for
a proprietary account or for a client. The BSE specifies certain margin
requirements for trades executed on the exchange, including margins based on
the volume or quantity of exposure that the broker has on the market, as well
as mark-to-market margins payable on a daily basis for all outstanding trades.
Trading on the BSE normally takes place from 10:00 a.m. to 3:30 p.m. on all
weekdays, except holidays. The NSE does not permit carry forwards of trades.
It has separate margin requirements based on the net exposure of the broker on
the exchange. The NSE normally trades from 9:30 a.m. until 4:00 p.m. on
weekdays, except holidays. The NSE and BSE also have separate online trading
systems and separate clearing houses.

   The BSE was closed from January 11 through January 13, 1993 due to a riot
in Mumbai. It was also closed on March 12, 1993 due to a bomb explosion within
the premises of the BSE. From December 14 through December 23, 1993 the BSE
was closed due to a broker's strike, and from March 20 through March 22, 1995,
the governing board of the BSE closed the market due to a default of one of
the broker members. There have been no closures of the Indian Stock Exchanges
in response to "panic" trading or large fluctuations. Most of the Indian Stock
Exchanges do, however, have a specific price band for each security listed.
When a price fluctuation exceeds the specified limits of the price band,
trading of the security is stopped. Such price volatility controls and the
specific price bands are decided by each individual exchange and may differ.

                                      23
<PAGE>

                                EXCHANGE RATES

   Fluctuations in the exchange rate between the Indian rupee and the U.S.
dollar will affect the U.S. dollar equivalent of the Indian rupee price of our
equity shares on the Indian Stock Exchanges and, as a result, will likely
affect the market price of the ADSs in the United States, and vice versa. Such
fluctuations will also affect the U.S. dollar conversion by the depositary of
any cash dividends paid in Indian rupees on our equity shares represented by
the ADSs.

   The following table sets forth, for the fiscal years indicated, information
concerning the number of Indian rupees for which one U.S. dollar could be
exchanged based on the average of the noon buying rate in the City of New York
on the last business day of each month during the period for cable transfers
in Indian rupees as certified for customs purposes by the Federal Reserve Bank
of New York. The column titled "Average" in the table below is the average of
the daily noon buying rate on the last business day of each month during the
year.

<TABLE>
<CAPTION>
Fiscal Year Ended March 31,             Period End  Average    High       Low
- ---------------------------             ---------- --------- --------- ---------
<S>                                     <C>        <C>       <C>       <C>
1996 (From January 1, 1996)............ Rs. 34.35  Rs. 35.22 Rs. 36.46 Rs. 34.35
1997...................................     35.88      35.70     35.95     35.00
1998...................................     39.53      37.37     39.53     35.72
1999...................................     42.50      42.27     42.83     39.74
2000...................................     43.65      43.46     43.75     42.84
2001 (through August 31, 2000).........     45.90      44.82     45.90     43.70
</TABLE>

   Our financial statements for the year ended March 31, 2000 in "Summary
Consolidated Financial Data," "Selected Consolidated Financial Data" and the
financial statements beginning on page F-1 of this prospectus have been
translated from Indian rupees to United States dollars based on the noon
buying rate in the city of New York for cable transfers in Indian rupees as
certified for customs purposes by the Federal Reserve Bank of New York on
March 31, 2000, which was Rs. 43.65 per $1.00. Except as otherwise stated in
this prospectus, all other translations from Indian rupees to U.S. dollars
contained in this prospectus have been based on the noon buying rate in the
City of New York on June 30, 2000 for cable transfers in Indian rupees as
certified for customs purposes by the Federal Reserve Bank of New York, which
was Rs. 44.70 per $1.00.

                                      24
<PAGE>

                                CAPITALIZATION

   The following table sets forth our capitalization as of June 30, 2000:

  .  on an actual basis; and

  .  as adjusted to give effect to the sale by our company of 2,750,000 ADSs
     (representing 2,750,000 equity shares) offered hereby and the
     application of the net proceeds therefrom at an assumed offering price
     per ADS of $63.86, and after deducting underwriting discounts and
     estimated offering expenses payable by us.

   You should read this information in conjunction with our consolidated
financial statements and notes thereto included elsewhere in this prospectus.
The information below includes:

  .  No exercise by the underwriters of their overallotment option to
     purchase up to 412,500 additional ADSs representing 412,500 equity
     shares; and

  .  No exercise of outstanding employee stock options.

<TABLE>
<CAPTION>
                                               As of June 30, 2000
                                      ----------------------------------------
                                           Actual             As Adjusted
                                      ------------------  --------------------
                                      (Rs. in millions and $ in thousands,
                                               except share data)
<S>                                   <C>       <C>       <C>         <C>
Cash and cash equivalents............ Rs.  686  $ 15,343  Rs.  8,307  $181,171
                                      ========  ========  ==========  ========
Short-term debt(/1/)................. Rs.1,642  $ 36,733       1,642    35,811
                                      ========  ========  ==========  ========
Long-term debt, excluding current
 portion............................. Rs.  211  $  4,724  Rs.    211     4,605
Stockholders' equity:
  Equity shares at Rs. 2 par value;
   375,000,000 shares authorized,
   229,156,350 shares issued and
   outstanding actual; 231,906,350
   shares issued and outstanding as
   adjusted(/2/).....................      458    10,253         464    10,116
  Additional paid-in capital.........      805    18,000       8,420   183,642
  Deferred stock compensation........     (185)   (4,125)       (184)   (4,022)
  Accumulated other comprehensive
   income............................        2        42           2        41
  Retained earnings..................    6,537   146,239       6,537   142,571
  Shares held by a controlled trust:
   1,213,800 shares held.............      --         (2)        --         (2)
                                      --------  --------  ----------  --------
  Total stockholders' equity.........    7,617   170,407      15,239   332,346
                                      --------  --------  ----------  --------
Total capitalization................. Rs.7,828  $175,131  Rs. 15,450  $336,951
                                      ========  ========  ==========  ========
</TABLE>

  (1) Includes mandatorily redeemable preferred stock of Rs. 250 million
      redeemable at par value in December 2000.

  (2) Includes 533,295 shares held by employees subject to vesting conditions
      and 1,213,800 shares held by the Wipro Equity Reward Trust, to be
      granted by such trust, in the future, excludes 4,985,650 equity shares
      underlying options granted to employees under the 1999 Stock Option
      Plan and 14,350 equity shares underlying unissued options under the
      1999 Stock Option Plan.

                                      25
<PAGE>

                                   DILUTION

   The net tangible book value of our company as of June 30, 2000 was
approximately Rs. 7,607 million ($165.91 million) or Rs. 33.37 ($0.73) per
ADS. Net tangible book value per ADS is equal to the amount of our total
tangible assets (total assets less intangible assets) less total liabilities,
divided by the number of equity shares outstanding (excluding 1,213,800 equity
shares held by controlled trust) as of June 30, 2000. Assuming the sale by us
of ADSs offered by this prospectus at a public offering price of $63.86 per
ADS and after deducting underwriting discounts and the estimated offering
expenses payable by us, the net tangible book value of our company as of June
30, 2000 would have been Rs. 15,228 million ($332.13 million), or Rs. 66.01
($1.44) per ADS. This represents an immediate increase in net tangible book
value of Rs. 32.64 ($0.71) per ADS to existing shareholders and an immediate
dilution of Rs. 2,862 ($62.42) per ADS to new investors. The following table
illustrates this per ADS dilution:

<TABLE>
   <S>                                                              <C>   <C>
   Assumed public offering price per ADS..........................        $63.86
                                                                          ------
   Net tangible book value per ADS before the offering............  $0.73
   Increase in net tangible book value per ADS attributable to new
    investors.....................................................   0.71
                                                                    -----
   Pro forma net tangible book value per ADS after the offering...          1.44
                                                                          ------
   Dilution per ADS to new investors..............................        $62.42
                                                                          ======
</TABLE>

   The following table summarizes, on a pro forma as adjusted basis as of June
30, 2000, the difference between existing shareholders and new investors with
respect to the number of equity shares or ADSs, as applicable, purchased, the
total consideration paid and the average price per equity share or ADS, as
applicable, paid.

<TABLE>
<CAPTION>
                                  ADSs or Equity
                                      Shares           Total
                                     Purchased     Consideration
                                  --------------- ---------------- Average Price
                                  Number  Percent  Amount  Percent Per ADS/Share
                                  ------- ------- -------- ------- -------------
                                       (in thousands, except per ADS data)
   <S>                            <C>     <C>     <C>      <C>     <C>
   Existing shareholders......... 229,156  98.81% $  9,996   5.39%    $ 0.04
   New investors.................   2,750   1.19   175,615  94.61%    $63.86
                                  -------  -----  --------  -----
     Total....................... 231,906    100% $185,611    100%
                                  =======  =====  ========  =====
</TABLE>

   The foregoing tables and calculations assume no exercise by the
underwriters of their overallotment option and no exercise of outstanding
employee stock options. Prior to this offering, our company issued only equity
shares that have not been represented by ADSs. Equity shares purchased and the
average price per equity share have been converted into ADS equivalent for
comparison purposes. To the extent that the underwriters' overallotment option
or outstanding options are exercised, there will be further dilution to new
investors.

   The above translations from Indian rupees to United States dollars are
based on the noon buying rate in the city of New York on September 15, 2000
for cable transfers in Indian rupees as certified for customs purposes by the
Federal Reserve Bank of New York, which was Rs 45.85 per $1.00.

                                      26
<PAGE>

                     SELECTED CONSOLIDATED FINANCIAL DATA
         (Rs. in millions and dollars in thousands, except share data)

   The selected consolidated financial data set forth below should be read in
conjunction with our consolidated financial statements, the notes to those
statements and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this prospectus. The
consolidated statements of income data in the table below for each of the
three years ended March 31, 1998, 1999 and 2000 and the selected consolidated
balance sheet data as of the same dates are derived from our audited
consolidated financial statements. The consolidated statements of income data
for the quarters ended June 30, 1999 and 2000, and the selected consolidated
balance sheet data as of the same dates are derived from our unaudited
consolidated financial statements, which have been prepared on the same basis
as our audited consolidated financial statements, and contain normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the unaudited periods. The additional data is
unaudited and derived from our consolidated financial statements. Additional
data relating to operating income for each business segment includes impact of
exchange rate fluctuations and net interest income received on inter-business
segment loans for the periods ended March 31, 1998, 1999 and 2000. For the
quarter ended June 30, 2000, operating income for each segment does not
include net interest income received on inter-business segment loans.
Reconciling items eliminate the impact of these items. The historical results
are not necessarily indicative of the results to be expected for any future
period.

<TABLE>
<CAPTION>
                                   Year Ended March 31,                Quarter Ended June 30,
                          -----------------------------------------  ----------------------------
                            1998       1999       2000       2000      1999      2000      2000
                          ---------  ---------  ---------  --------  --------  --------  --------
                                                                            (unaudited)
<S>                       <C>        <C>        <C>        <C>       <C>       <C>       <C>
Consolidated Statements
 of Income Data:
Revenue:
  Global IT Services....  Rs. 4,017  Rs. 6,359  Rs.10,206  $233,816  Rs.2,013  Rs.3,597  $ 80,481
  Indian IT Services and
   Products
  Indian IT Services....        692      1,074      1,423    32,607       299       384     8,583
  Indian IT Products....      4,992      6,188      6,759   154,830       984     1,271    28,433
  Consumer Care and
   Lighting.............      3,195      3,465      3,222    73,822       750       759    16,970
  Others................        804        806      1,381    31,628       161       252     5,642
                          ---------  ---------  ---------  --------  --------  --------  --------
  Total.................     13,700     17,892     22,991   526,703     4,207     6,263   140,109
Cost of revenues:
  Global IT Services....      2,696      4,057      6,174   141,437     1,296     1,909    42,706
  Indian IT Services and
   Products
  Indian IT Services....        254        457        610    13,965       119       152     3,398
  Indian IT Products....      3,946      4,901      5,573   127,687       855     1,064    23,799
  Consumer Care and
   Lighting.............      2,506      2,585      2,251    51,575       580       520    11,644
  Others................        534        582      1,070    24,513       155       192     4,297
                          ---------  ---------  ---------  --------  --------  --------  --------
  Total.................      9,936     12,582     15,678   359,177     3,005     3,837    85,844
                          ---------  ---------  ---------  --------  --------  --------  --------
Gross profit............      3,764      5,310      7,313   167,526     1,202     2,426    54,265
Operating expenses:
  Selling, general and
   administrative
   expenses.............      2,266      3,502      3,821    87,518       698     1,294    28,939
                          ---------  ---------  ---------  --------  --------  --------  --------
Operating income........      1,498      1,808      3,492    80,008       504     1,132    25,326
Gain/(loss) on sale of
 stock of affiliates,
 including direct issue
 of stock by affiliate..        (36)        --        412     9,442        --        --        --
Other expense (net).....       (517)      (135)      (155)   (3,554)      (16)      (15)     (345)
Income taxes............       (102)      (179)      (525)  (12,034)      (63)     (121)   (2,706)
                          ---------  ---------  ---------  --------  --------  --------  --------
Income before share of
 equity in earnings of
 affiliates and minority
 interest...............        843      1,494      3,224    73,862       425       996    22,275
Equity in earnings of
 affiliate..............         78         96        113     2,579        16       (19)     (407)
Minority interest.......          7        (10)        (4)      (84)       --        --        --
                          ---------  ---------  ---------  --------  --------  --------  --------
Income from continuing
 operations.............  Rs.   928  Rs. 1,580  Rs. 3,333  $ 76,357  Rs.  441  Rs.  977  $ 21,868
                          =========  =========  =========  ========  ========  ========  ========
Earnings per share from
 continuing operations:
  Basic.................  Rs.  4.09  Rs.  6.94  Rs. 14.63  $   0.34  Rs. 1.94  Rs. 4.29  $   0.10
  Diluted...............       4.09       6.94      14.58      0.33      1.94      4.26      0.10
</TABLE>

                                      27
<PAGE>

<TABLE>
<S>                       <C>       <C>       <C>       <C>      <C>     <C>       <C>
Additional Data:
Operating income:
  Global IT Services....  Rs.1,096  Rs.1,468  Rs.2,894  $66,289  Rs.554  Rs.1,068  $23,902
  Indian IT Services and
   Products.............       215       270       435    9,973       3        58    1,307
  Consumer Care and
   Lighting.............       266       406       479   10,973      91        85    1,901
  Others................        76       (95)      (36)    (825)    (58)      (72)  (1,614)
  Reconciling items.....      (155)     (241)     (280)  (6,402)    (87)       (7)    (170)
                          --------  --------  --------  -------  ------  --------  -------
   Total................  Rs.1,498  Rs.1,808  Rs.3,492  $80,008  Rs.503  Rs.1,132  $25,326
                          ========  ========  ========  =======  ======  ========  =======
</TABLE>

<TABLE>
<CAPTION>
                                    As of March 31,                       As of June 30, 2000
                         --------------------------------------- -------------------------------------
                           1998      1999       2000      2000         Actual          As Adjusted
                         --------- ---------  --------- -------- ------------------ ------------------
<S>                      <C>       <C>        <C>       <C>      <C>       <C>      <C>       <C>
Consolidated Balance
 Sheet Data:
Cash and cash
 equivalents............ Rs.   743 Rs.   637  Rs.   784 $ 17,952 Rs.   686 $ 15,343 Rs. 8,307 $181,171
Working capital.........       632      (210)     1,762   40,387     2,498   55,889    10,120  220,700
Total assets............    11,395    10,702     12,678  290,455    13,473  301,414    21,095  460,067
Total debt, including
 preferred stock........     6,245     3,252      1,804   41,406     1,853   41,457     1,853   40,416
Total stockholders'
 equity.................     1,791     2,648      6,687  153,195     7,617  170,407    15,239  332,346
</TABLE>

                                       28
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The following discussion and analysis should be read in conjunction with
the financial statements and the related notes included elsewhere in this
prospectus. The following discussion contains forward-looking statements
within the meaning of federal securities law that discuss future expectations,
contain projections of results of operations or of financial condition or
state other "forward-looking" information. Our actual results could differ
materially from the results contemplated by these forward looking statements
due to changes in market or general economic conditions and other factors,
including those discussed below and elsewhere in this prospectus.

Overview

   We are a leading India based provider of IT services globally. We provide
high-end IT solutions to leading companies worldwide and have other profitable
businesses in niche markets in India. Our objective is to be a world leader in
providing comprehensive IT services by continuing to provide world-class
quality services and building on the Wipro brand name. We have three primary
business segments we operate through independent divisions.

  .  Global IT Services. We provide research and development services for
     hardware and software design to technology and telecommunication
     companies and software application development services to corporate
     enterprises. These services are marketed and delivered through our Wipro
     Technologies division.

  .  Indian IT Services and Products. We are a leader in the Indian IT market
     and focus primarily on meeting all the IT and e-commerce requirements of
     Indian companies through our Wipro Infotech division.

  .  Consumer Care and Lighting. We leverage our brand name and distribution
     strengths to sustain a profitable presence in niche markets in the areas
     of soaps, toiletries, lighting products and hydrogenated cooking oils
     for the Indian market. We have been in the consumer care business since
     our inception in 1945 and the lighting business since 1992.

   Up to March 31, 2000, we evaluated our revenue and operating income for
each business segment by including the impact of exchange rate fluctuations
and net interest income received on inter-business segment loans. As of April
1, 2000 we started excluding net interest income received on inter-business
segment loans in evaluating revenue and operating income from each business
segment. This change has been made to comply with the draft guidelines on
segment reporting which all listed companies in India are likely to be
required to adopt starting from the year ended March 31, 2001. A breakdown of
our revenue and operating income is provided below:

<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                        Year Ended March 31,         June 30,
                                        ------------------------   ---------------
                                         1998     1999     2000     1999     2000
                                        ------   ------   ------   ------   ------
   <S>                                  <C>      <C>      <C>      <C>      <C>
   Revenue:
    Global IT Services.................     30%      36%      45%      49%      58%
    Indian IT Services and Products....     41       40       35       30       26
    Consumer Care and Lighting.........     23       19       14       18       12
    Other..............................      6        4        6        3        4
                                        ------   ------   ------   ------   ------
                                           100%     100%     100%     100%     100%
   Operating income:
    Global IT Services.................     66%      72%      77%      94%      94%
    Indian IT Services and Products....     13       13       12        0        5
    Consumer Care and Lighting.........     16       20       13       16        7
    Others.............................      5       (5)      (2)     (10)      (6)
                                        ------   ------   ------   ------   ------
                                           100%     100%     100%     100%     100%
</TABLE>

                                      29
<PAGE>

   The Others category in the table above includes our other lines of business
such as Wipro Fluid Power, and unallocated corporate overhead including human
resources, corporate marketing, information management systems, quality
assurance and finance.

Global IT Services

<TABLE>
<CAPTION>
                                                              Quarter Ended
                                Year Ended March 31,            June 30,
                             -----------------------------  ------------------
                               1998      1999      2000       1999      2000
                             --------  --------  ---------  --------  --------
                                             (in millions)
   <S>                       <C>       <C>       <C>        <C>       <C>
   Revenue.................. Rs.4,197  Rs.6,601  Rs.10,459  Rs.2,093  Rs.3,628
   Cost of revenue..........    2,696     4,057      6,174     1,296     1,909
   Selling, general and
    administrative
    expenses................      405     1,076      1,391       243       650
                             --------  --------  ---------  --------  --------
   Operating income.........    1,096     1,468      2,894       554     1,068
   Revenue growth rate over
    prior period............      --         57%        58%      --         73%
   Operating margin.........       26%       22%        28%       26%       29%
</TABLE>

   Global IT Services revenue is derived from technology and software services
provided on either a time and materials or fixed-price, fixed-time frame
basis. Our business segment revenue also includes the impact of exchange rate
fluctuations and net interest income received on inter-business segment loans.
Revenue from services provided on a time and materials basis is recognized in
the period that services are provided and costs incurred. Revenue from fixed-
price, fixed-time frame projects are recognized on a percentage of completion
basis. Provisions for estimated losses on projects in progress are recorded in
the period in which we determine such losses to be probable. To date, a
substantial majority of our services revenue has been derived from time and
materials projects. For the year ended March 31, 2000, time and materials
projects generated 89% of Global IT Services revenue, while fixed-price,
fixed-time frame projects generated 11%. The proportion of revenue from fixed-
price, fixed-time frame projects may increase. Our operating results could be
adversely affected by factors such as cost overruns due to delays,
unanticipated costs, and wage inflation.

   The cost of Global IT Services revenue consists primarily of compensation
expenses for all of our IT professionals, data communication expenses,
computer maintenance, travel expenses and occupancy expenses associated with
services rendered. We recognize these costs as incurred. Selling, general and
administrative expenses consist primarily of sales and marketing expenses and
allocated corporate overhead expenses associated with management, human
resources, corporate marketing, information management systems, quality
assurance and finance.

   Our Global IT Services revenues and profits for any period are
significantly affected by the proportion of work performed at our facilities
in India and at client sites overseas and by the utilization rates of our IT
professionals. Services performed in India generally yield better profit
margins because the higher costs of performing overseas work more than offset
the higher rates we charge. For this reason, we seek to move a project as
early as possible from overseas locations to our Indian development centers.
For the year ended March 31, 2000, 77% of our Global IT Services professionals
were located in India, and 47% of our Global IT Services revenues were
generated from work performed at our facilities in India.

   In our segment reporting only, management included the impact of exchange
rate fluctuations and net interest income on inter-business segment loans in
its revenue for the years ending March 31, 1998, 1999 and 2000. As of April 1,
2000 management started excluding net interest income received on inter-
business segment loans in segment revenues to allow us to comply with
accounting guidelines in India that all listed companies in India are likely
to be required to adopt starting from the year ended March 31, 2001. Excluding
the impact of these items, net revenue would have been Rs. 4,017 million, Rs.
6,359 million and Rs. 10,206 million for the fiscal years ended March 31,
1998, 1999, and 2000, and Rs. 3,597 million for the quarter ended June 30,
2000.

                                      30
<PAGE>

Indian IT Services and Products

<TABLE>
<CAPTION>
                                                               Quarter Ended
                                   Year Ended March 31,          June 30,
                                ----------------------------  ----------------
                                  1998      1999      2000     1999     2000
                                --------  --------  --------  ------  --------
                                              (in millions)
   <S>                          <C>       <C>       <C>       <C>     <C>
   Revenue
    Indian IT Services.........   Rs.692  Rs.1,074  Rs.1,423  Rs.299    Rs.384
    Indian IT Products......... Rs.4,939  Rs.6,157  Rs.6,744  Rs.984  Rs.1,248
   Cost of revenue
    Indian IT Services.........      254       457       610     119       152
    Indian IT Products.........    3,946     4,901     5,573     855     1,061
   Selling, general and
    administrative expenses....    1,216     1,603     1,549     307       358
                                --------  --------  --------  ------  --------
   Operating income............      215       270       435       3        58
   Revenue growth rate over
    prior period...............       --        28%       13%     --        27%
   Operating margin............        4%        4%        5%      0%        4%
</TABLE>

   Our Indian IT services revenue is derived principally from hardware and
software support, maintenance and consulting services. Our business segment
revenue also includes the impact of exchange rate fluctuations and net
interest income received on inter-business segment loans. We recognize revenue
from these services over the contract period or when the services are accepted
by the client, depending on the contract terms. We recognize revenue for
Indian IT products at the time of shipment or upon installation, depending on
the contract terms.

   On July 27, 2000, at our Annual General Meeting, our shareholders approved
the sale of our peripherals business unit, which is engaged in the manufacture
of printers, and the distribution of printers, storage devices, consumables
and other peripherals. Effective as of September 1, 2000, all assets and
liabilities of our peripherals division were transferred to a new entity,
Wipro ePeripherals Limited, at fair market value for cash, unsecured
debentures, and an equity interest in Wipro ePeripherals Limited.

   The cost of revenue for Indian IT services consists primarily of
compensation expense and replacement parts for our maintenance services. We
recognize these costs as incurred. The cost of revenue for Indian IT products
consists of manufacturing costs for products, including materials, labor and
facilities. In addition, a portion of the costs reflects products manufactured
by third parties and sold by us. We generally recognize these costs at the
time of sale. Selling, general and administrative expenses for our Indian IT
Services and Products business segment are similar in type to those for our
Global IT Services business segment.

   Historically, our Indian IT products revenue has accounted for a
substantial majority of revenue and a much smaller portion of operating income
of our Indian IT Services and Products business segment. Our strategy in the
IT market in India is to improve our profitability by focusing on IT services,
including systems integration, support services, software and networking
solutions, and Internet and e-commerce applications.

   In our segment reporting only, management included the impact of exchange
rate fluctuations and net interest income on inter-segment business loans in
its revenue. Since April 1, 2000, we have pro-actively begun excluding net
interest income received on inter-business segment loans in segment revenues
to allow us to comply with accounting guidelines in India that all listed
companies in India are likely to be required to adopt beginning with the year
ending March 31, 2001. Excluding the impact of these items, revenue would have
been Rs. 5,684 million and Rs. 7,262 million and Rs. 8,182 million for the
fiscal years ended March 31, 1998, 1999, and 2000, and Rs. 1,655 million for
the quarter ended June 30, 2000.

                                      31
<PAGE>

Consumer Care and Lighting

<TABLE>
<CAPTION>
                                                                Quarter Ended
                                    Year Ended March 31,          June 30,
                                 ----------------------------   --------------
                                   1998      1999      2000      1999    2000
                                 --------  --------  --------   ------  ------
                                              (in millions)
   <S>                           <C>       <C>       <C>        <C>     <C>
   Revenue...................... Rs.3,224  Rs.3,495  Rs.3,263   Rs.757  Rs.759
   Cost of revenue..............    2,506     2,585     2,251      580     520
   Selling, general and
    administrative expenses.....      452       504       533       85     153
                                 --------  --------  --------   ------  ------
   Operating income.............      266       406       479       92      85
   Revenue growth rate over
    prior period................      --          8%       (7%)     --       0%
   Operating margin.............        8%       12%       15%      12%     11%
</TABLE>

   We have been in the consumer care business since 1945 and the lighting
business since 1992. The consumer care business has historically generated
surplus cash. Our strategy is to maintain a steady growth in operating income
for these businesses. Revenue in this segment may fluctuate as commodity
prices change and as we emphasize profitability and cash generation over
volume sales.

   We recognize revenue from product sales at the time of shipment. Cost of
products consists primarily of raw materials and other manufacturing expenses
such as overheads for facilities. Selling, general and administrative expenses
are similar in type to those for our other business segments.

   In our segment reporting only, management included the impact of exchange
rate fluctuations and net interest income on inter-segment business loans in
its revenue. As of April 1, 2000, we have pro-actively begun excluding net
interest income received on inter-business segment loans in segment revenues
to allow us to comply with accounting guidelines in India that all listed
companies in India are likely to be required to adopt beginning with the year
ended March 31, 2001. Excluding the impact of these items, revenue would have
been Rs. 3,195 million, Rs. 3,465 million and Rs. 3,222 million for the fiscal
years ended March 31, 1998,  1999, and 2000, and Rs. 759 million for the
quarter ended June 30, 2000.

Amortization of Deferred Stock Compensation

   We have amortized deferred stock compensation expense of Rs. 2 million, Rs.
25 million and Rs. 97 million for the years ended March 31, 1998, 1999 and
2000, respectively, in connection with equity shares issued to our employees
pursuant to our Wipro Equity Reward Trust. We use the intrinsic value based
method of APB Opinion No. 25 and record deferred stock compensation expense
for the difference between the sale price of equity shares and the fair value
as determined by quoted market prices of our equity shares on the date of
grant. The deferred stock compensation is amortized on an straight-line basis
over the vesting period of the equity shares, which ranges from six months to
five years.

   The stock compensation charge has been allocated to cost of revenues and
selling, general and administrative expenses in line with the nature of the
service rendered by the employee who received the benefit. The amortization
is:

<TABLE>
<CAPTION>
                                                                  Quarter Ended
                                              Year Ended March 31 June 30, 2000
                                              ------------------- -------------
                                              1998   1999   2000   1999   2000
                                              ----- ------ ------ ------ ------
                                                        (in millions)
   <S>                                        <C>   <C>    <C>    <C>    <C>
   Cost of revenues.......................... Rs. 1 Rs. 16 Rs. 36 Rs. 11 Rs. 11
   Selling, general and administrative
    expenses.................................     1      9     61     18     17
                                              ----- ------ ------ ------ ------
     Total................................... Rs. 2 Rs. 25 Rs. 97 Rs. 29 Rs. 28
</TABLE>

Other Expense (Net)

   Our other expense includes net interest expense on short and long-term
debt, and exchange rate fluctuations. Exchange rate fluctuations consist of
the difference between the rate of exchange at which a transaction is

                                      32
<PAGE>

recorded and the rate of exchange on the date the transaction is settled, and
the gains and losses on revaluation of foreign currency assets and liabilities
outstanding at the end of a period.

Equity in Earnings of Affiliate

   We hold a 49% equity interest in Wipro GE Medical Systems Limited, a joint
venture with General Electric, and a 55% equity interest in Wipro Net Ltd., a
joint venture with KPN Telecom. Our share of income is accrued in our accounts
in proportion to our equity interest. In December 1999, we decreased our
interest in Wipro Net Ltd. from 100% to 55%. Historically, the results of
operations of Wipro Net Ltd. have not been material in relation to our
consolidated financial statements. Consequently, the decrease in our interest
in Wipro Net Ltd. has not significantly impacted our revenues and operating
income for the quarter ended March 31, 2000.

Minority Interest

   We held a 55% equity interest in Wipro Computers Limited, a joint venture
with Acer. The share of income from this venture attributable to Acer has been
recorded in our accounts as a minority interest. We purchased Acer's 45%
equity interest in Wipro Computers Limited in the year ended March 31, 2000.

Gain/Loss on Sale of Stock of Affiliates

   We sold our entire equity interest in our affiliate, Wipro BT Ltd., a joint
venture with British Telecom in the year ended March 31, 1998 for a loss of
Rs. 36 million. Pursuant to a joint venture agreement in the year ended
March 31, 2000, our affiliate, Wipro Net Ltd., issued equity shares to KPN
Telecom which increased the carrying value of our equity interest by Rs. 266
million. Further, we sold equity shares of Wipro Net Ltd. that we held to KPN
Telecom for a gain of Rs. 146 million.

Discontinued Business

   In March 1999, we decided to wind down the business of Wipro Finance
Limited, a majority-owned subsidiary engaged in financing mid-size
corporations with financial leases and secured loans. Due to the downturn in
the Indian economy in the mid-1990s, the subsidiary loan portfolio was
significantly impaired. The subsidiary's financial statements were no longer
consolidated with our financial statements after March 31, 1999. Losses
associated with the subsidiary's operations and winding down have been
reflected in our income statements for the years ended March 31, 1998 and
1999. We have fully provided for all anticipated losses and have no further
obligations or commitments to Wipro Finance Limited.

Income Taxes

   Our net income earned from providing services in client premises outside
India are subject to tax in the country where we perform the work. Most of our
tax paid in countries other than India can be applied as a credit against our
Indian tax liability to the extent that the same income is subject to tax in
India.

   Currently, we benefit from tax holidays the Government of India gives to
the export of information technology services from specially designated
"Software Technology Parks" in India. As a result of these incentives, our
operations have been subject to relatively insignificant Indian tax
liabilities. These tax incentives currently include a 10-year tax holiday from
payment of Indian corporate income taxes for the operation of our Indian
facilities, all of which are "Export Oriented Undertakings" or located in
"Software Technology Parks" or "Export Processing Zones;" and an income tax
deduction of 100% for profits derived from exporting information technology
services. We can use either of these two tax incentives. As a result, a
substantial portion of our pre-tax income has not been subject to significant
tax in recent years. For the years ended March 31, 1999 and 2000, we realized
tax benefits of Rs. 547 million and Rs. 1,104 million from such tax
incentives.

   The recently enacted Finance Act, 2000 phases out the 10-year tax holiday
over a ten year period from fiscal 1999-2000 to fiscal 2008-2009. Accordingly,
facilities set up on or before March 31, 2000 have a 10-year tax

                                      33
<PAGE>

holiday, new facilities set up on or before March 31, 2001 would have a 9-year
tax holiday and so forth until March 31, 2009, after which the tax holiday
will no longer be available to new facilities. Our current tax holidays expire
in stages by 2009.

   In addition, the recently enacted law restricts the scope of the tax
exemption to export income earned by software development centers that are
"Export Oriented Undertakings" or located in "Software Technology Parks" or
"Export Processing Zones" as compared to the earlier exemption which was
available to the business profits earned by them. For companies opting for the
100% tax deduction for profits derived from exporting information technology
services, the Finance Act, 2000 phases out the income tax deduction over the
next five years by decreasing the tax deduction by 20% each year, beginning on
April 1, 2000.

Results of Operations

  Quarters ended June 30, 1999 and 2000

   Revenue. Our total revenue increased 49%, from Rs. 4,207 million for the
quarter ended June 30, 1999 to Rs. 6,263 million for the quarter ended June
30, 2000. The total increase in revenue was attributable to increases of 79%,
29%, 1% and 57% in revenue from Global IT Services, Indian IT Services and
Products, Consumer Care and Lighting and Others.

   Global IT Services revenue increased 79%, from Rs. 2,013 million for the
quarter ended June 30, 1999 to Rs. 3,597 million for the quarter ended June
30, 2000. The increase resulted from growth in e-commerce services, which
accounted for 27% of the revenues of our enterprise solutions division in the
quarter ended June 30, 2000 up from 10% in the quarter ended June 30, 1999.
Over 20 new clients were added in the quarter, accounting for 2% of our Global
IT Services revenue for the quarter.

   Indian IT Services and Products revenue increased 29%, from Rs. 1,283
million for the quarter ended June 30, 1999 to Rs. 1,655 million for the
quarter ended June 30, 2000. The increase primarily resulted from a 47% growth
in the value of computer sales.

   Consumer Care and Lighting revenues increased 1%, from Rs. 750 million in
the quarter ended June 30, 1999 to Rs. 759 million in the quarter ended June
30, 2000. A reduction in sales of hydrogenated oil products was offset by an
increase in sales of soaps and lighting products.

   Revenue from Others increased 57%, from Rs. 161 million for the quarter
ended June 30, 1999 to Rs. 252 million for the quarter ended June 30, 2000.
The increase resulted primarily from an increase in sales in our Wipro Fluid
Power business, from Rs. 118 million for the quarter ended June 30, 1999 to
Rs. 159 million for the quarter ended June 30, 2000.

   Cost of revenue. As a percentage of total revenue, cost of revenue
decreased from 71% for the quarter ended June 30, 1999 to 61% for the quarter
ended June 30, 2000. This decrease was primarily attributable to an increase
in the proportion of Global IT Services revenue from 48% to 57% of total
revenues. Our Global IT Services business segment typically has a higher gross
margin than our other lines of business.

   As a percentage of Global IT Services revenue, cost of Global IT Services
revenue decreased from 64% for the quarter ended June 30, 1999 to 53% for the
quarter ended June 30, 2000. This decrease as a percentage of revenue resulted
from increased billing rates and increased IT professional utilization rates.
Billing rates increased on average by over 14% during the quarter ended June
30, 2000 compared to billing rates during the quarter ended June 30, 1999.
Utilization rates of our IT professionals increased by 5% during the quarter
ended June 30, 2000, over utilization rates during the quarter ended June 30,
1999.

   As a percentage of Indian IT Services and Products revenue, cost of Indian
IT Services and Products revenue decreased marginally from 76% to 74%.

   As a percentage of Consumer Care and Lighting revenue, cost of Consumer
Care and Lighting revenue decreased from 77% for the quarter ended June 30,
1999 to 69% for the quarter ended June 30, 2000. Most of

                                      34
<PAGE>

the decrease as a percentage of revenues resulted from an increase in the
proportion of revenue from soaps and lighting products, which typically has a
higher gross margin than hydrogenated oils.

   As a percentage of revenue from Others, cost of revenue from Others
decreased from 96% for the quarter ended June 30, 1999 to 76% for the quarter
ended June 30, 2000. Most of the decrease as a percentage of revenue resulted
from higher proportion of revenue from our Wipro Fluid Power business, which
typically has a higher gross margin.

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased 85% from Rs. 698 million for the quarter
ended June 30, 1999 to Rs. 1,294 million for the quarter ended June 30, 2000.
The total increase in selling, general and administrative expense of Rs. 596
million was attributable to increase of Rs. 407 million, Rs. 51 million, Rs.
68 million and Rs. 70 million in Global IT Services, Indian IT Services and
Products and Consumer Care and Lighting and Others.

   Selling, general and administrative expenses for Global IT Services
increased 167%, from Rs. 243 million for the quarter ended June 30, 1999 to
Rs. 650 million for the quarter ended June 30, 2000. The increase resulted
primarily from an increase in sales personnel, resulting in increased staff
and travel costs and other sales related expenses.

   Selling, general and administrative expenses for Indian IT Services and
Products increased 17% from Rs. 307 million for the quarter ended June 30,
1999 to Rs. 358 million for the quarter ended June 30, 2000. This increase
resulted primarily from staff cost increases and compensation paid to channel
partners, who are value-added resellers of our services and products.

   Selling, general and administrative expenses for Consumer Care and Lighting
increased 72% from Rs. 89 million for the quarter ended June 30, 1999 to Rs.
153 million for the quarter ended June 30, 2000. This increase resulted from
staff cost increases and an increase in advertising and sales promotion
expenses.

   Selling, general and administrative expenses for Others increased 113% from
Rs. 62 million for the quarter ended June 30, 1999 to Rs. 132 million for the
quarter ended June 30, 2000. The increase resulted primarily from increased
sales and marketing expenses, associated with a 53% increase in revenue in the
Fluid Power business, and an increase in corporate office expenses.

   Operating income. As a result of the foregoing factors, operating income
increased 125%, from Rs. 504 million for the quarter ended June 30, 1999 to
Rs. 1,132 million for the quarter ended June 30, 2000.

   Other expense (net). Other expense (net) was Rs. 16 million for the quarter
ended June 30, 1999 and Rs. 15 million for the quarter ended June 30, 2000.

   Income taxes. Provision for income taxes increased from Rs. 63 million for
the quarter ended June 30, 1999 to Rs. 121 million for the quarter ended June
30, 2000. Our effective tax rate decreased to 11% for the quarter ended June
30, 2000 from 13% for the quarter ended June 30, 1999. The decrease resulted
from an increase in the proportion of tax-exempt income.

   Income from continuing operations. Income from continuing operations
increased 121% from Rs. 441 million for the quarter ended June 30, 1999 to Rs.
977 million for the quarter ended June 30, 2000. This increase resulted from
the foregoing factors.

  Years ended March 31, 1999 and 2000

   Revenue. Our total revenue increased 28%, from Rs. 17,892 million for the
year ended March 31, 1999 to Rs. 22,991 million for the year ended March 31,
2000. The total increase in revenue was attributable to increases of 60%, 13%
and 71% in revenue from Global IT Services, Indian IT Services and Products,
and Others. Consumer Care and Lighting accounted for a decrease of 7%.


                                      35
<PAGE>

   Global IT Services revenue increased 60%, from Rs. 6,359 million for the
year ended March 31, 1999 to Rs. 10,206 million for the year ended March 31,
2000. The increase resulted from the growth in the number of clients and the
number and size of projects performed for clients. The total number of clients
who accounted for over $1 million, or Rs. 43.65 million in revenue for the
year increased from 26 during the year ended March 31, 1999 to 39 during the
year ended March 31, 2000. Over 100 new clients were added during the year
ended March 31, 2000, accounting for 14% of our Global IT Services revenues
for the year.

   Indian IT Services and Products revenue increased 13%, from Rs. 7,262
million for the year ended March 31, 1999 to Rs. 8,182 million for the year
ended March 31, 2000. The increase primarily resulted from the growth of our
facilities management business in our customer services division and from
increased personal computer sales.

   Consumer Care and Lighting revenue decreased 7%, from Rs. 3,465 million for
the year ended March 31, 1999 to Rs. 3,222 million for the year ended March
31, 2000. The decrease is primarily attributable to a decrease in the price of
the commodity component of our hydrogenated oil products.

   Revenue from Others increased 71%, from Rs. 806 million for the year ended
March 31, 1999 to Rs. 1,381 million for the year ended March 31, 2000. The
increase resulted primarily from the increase in sales in our Wipro Fluid
Power business from Rs. 525 million in the year ended March 31, 1999 to Rs.
734 million in the year ended March 31, 2000.

   Cost of revenue. As a percentage of total revenue, cost of revenue
decreased from 70% for the year ended March 31, 1999 to 68% for the year ended
March 31, 2000. This decrease was primarily attributable to an increase in the
proportion of Global IT Services revenue from 36% to 44% of total revenues.
Our Global IT Services business segment typically has a higher gross margin
than our other lines of business.

   As a percentage of Global IT Services revenue, cost of Global IT Services
revenue decreased from 64% for the year ended March 31, 1999 to 60% for the
year ended March 31, 2000. This decrease as a percentage of revenue resulted
from increased billing rates and increased IT professional utilization rates.
Billing rates increased on average by over 15% during the year ended March 31,
2000 compared to rates during the previous year. Utilization rates of our IT
professionals increased from 67% in the year ended March 31, 1999 to 71% in
the year ended March 31, 2000.

   As a percentage of Indian IT Services and Products revenue, cost of Indian
IT Services and Products revenue increased marginally from 74% to 76%.

   As a percentage of Consumer Care and Lighting revenue, cost of Consumer
Care and Lighting revenue decreased from 75% for the year ended March 31, 1999
to 70% for the year ended March 31, 2000. Most of the decrease as a percentage
of revenues resulted from an increase in the proportion of revenue from soaps,
which typically has a higher gross margin.

   As a percentage of revenue from Others, cost of revenue from Others
increased from 72% for the year ended March 31, 1999 to 77% for the year ended
March 31, 2000. Most of the increase as a percentage of revenue resulted from
increased costs of raw materials in our Wipro Fluid Power business.

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased 9%, from Rs. 3,502 million for the year
ended March 31, 1999 to Rs. 3,820 million for the year ended March 31, 2000.
The total increase in selling, general and administrative expense of Rs. 318
million was attributable to increases of Rs. 315 million, Rs. 29 million and
Rs. 28 million in Global IT Services, Consumer Care and Lighting and Others
and a decrease of Rs. 54 million in Indian IT Services and Products. This
decrease resulted from a decrease in advertising and marketing expenses, which
were higher in the year ended March 31, 1999 due to the launch of new
products, a reduction in communication costs and a lower depreciation charge.

   Selling, general and administrative expenses for Global IT Services
increased 29%, from Rs. 1,077 million for the year ended March 31, 1999 to Rs.
1,391 million for the year ended March 31, 2000. The increase

                                      36
<PAGE>

primarily resulted from an increase in the number of sales and marketing
personnel from 54 in March 31, 1999 to 72 in March 31, 2000 and increased
compensation and marketing expenses.

   Selling, general and administrative expenses for Indian IT Services and
Products decreased 3% from Rs. 1,603 million for the year ended March 31, 1999
to Rs. 1,549 million for the year ended March 31, 2000. This decrease resulted
from a decrease in the advertising and marketing expenses, which was higher in
the year ended March 31, 1999 due to the launch of new products, a reduction
in communication costs and a lower depreciation charge.

   Selling, general and administrative expenses for Consumer Care and Lighting
increased 6%, from Rs. 504 million for the year ended March 31, 1999 to Rs.
533 million for the year ended March 31, 2000. Most of the increase resulted
from increased advertising and sales promotion expenses.

   Selling, general and administrative expenses for Others increased 9%, from
Rs. 319 million for the year ended March 31, 1999 to Rs. 347 million for the
year ended March 31, 2000. Most of the increase resulted from increased sales
and marketing expense associated with increased revenue in the Fluid Power
business.

   Operating income. As a result of the foregoing factors, operating income
increased 93%, from Rs. 1,808 million for the year ended March 31, 1999 to Rs.
3,492 million for the year ended March 31, 2000.

   Other expense (net). Other expense (net) increased 15%, from Rs. 135
million for the year ended March 31, 1999 to Rs. 155 million for the year
ended March 31, 2000.

   Income taxes. Provision for income taxes increased 193%, from Rs. 179
million for the year ended March 31, 1999 to Rs. 525 million for the year
ended March 31, 2000. Our effective tax rate increased to 14% for the year
ended March 31, 2000 from 10% for the year ended March 31, 1999. The increase
in effective tax rate resulted from an increased proportion of onsite revenues
in the Global IT Services business that was subject to overseas taxation and
an increase in the income tax rate in India from 35% to 38.5%.

   Income from continuing operations.  Income from continuing operations
increased 111% from Rs. 1,580 million for the year ended March 31, 1999 to Rs.
3,333 million for the year ended March 31, 2000. This increase resulted from
the foregoing factors and, in part, from a gain of Rs. 412 million on the sale
of a portion of our equity interest in Wipro Net and on the issuance of
additional equity shares by Wipro Net.

  Years ended March 31, 1998 and 1999

   Revenue. Our net revenue increased 31%, from Rs. 13,700 million for 1998 to
Rs. 17,892 million for 1999. The total increase in revenue was attributable to
increases of 58%, 28% and 8% in revenue from Global IT Services, Indian IT
Services and Products, and Consumer Care and Lighting.

   Global IT Services revenue increased 58%, from Rs. 4,017 million for 1998
to Rs. 6,359 million for 1999. The increase resulted from the growth in the
number of clients and the number and size of projects performed for clients.
The total number of clients who accounted for over $1 million, or Rs. 43.65
million in revenues for the year increased from 18 during the year ended March
31, 1998 to 26 during the year ended March 31, 1999. Over 60 new clients were
added during the year ended March 31, 1999.

   Indian IT Services and Products revenue increased 28%, from Rs. 5,684
million for 1998 to Rs. 7,262 million for 1999. The increase primarily
resulted from increased personal computer and peripherals sales and from the
growth of our customer services division.

   Consumer Care and Lighting revenue increased 8%, from Rs. 3,195 million for
1998 to Rs. 3,465 million for 1999. The increase resulted from sales of soaps
and hydrogenated oils.

   Other revenue remained relatively unchanged, increasing from Rs. 804
million for 1998 to Rs. 806 million for 1999.

   Cost of revenue. As a percentage of total revenue, cost of revenue
decreased from 73% for 1998 to 70% for 1999. This decrease was primarily
attributable to an increase in the proportion of Global IT Services revenue

                                      37
<PAGE>

from 29% to 36% of total revenues. Our Global IT Services business segment
typically has a higher gross margin than our other lines of business.

   As a percentage of Global IT Services revenue, cost of Global IT Services
revenue decreased from 67%, for 1998 to 64% for 1999. This decrease as a
percentage of revenue resulted from increased billing rates, which were
partially offset by an increase in compensation expenses and decreased IT
professional utilization rates. Billing rates increased on average by over 9%
during the year ended March 31, 1999 compared to the previous year.
Utilization rates of our IT professionals decreased from 69% during the year
ended March 31, 1998 to 67% during the year ended March 31, 1999 which was
primarily attributable to our aggressive timing in anticipation of potential
growth opportunities.

   As a percentage of Indian IT Services and Products revenue, cost of Indian
IT Services and Product revenue remained unchanged at 74%.

   As a percentage of Consumer Care and Lighting revenue, cost of Consumer
Care and Lighting revenue decreased marginally from 78% for 1998 to 75% for
1999. Most of the decrease as a percentage of revenue resulted from a more
favorable business mix, particularly in our hydrogenated oil product line.

   As a percentage of revenue from Others, cost of revenue from Others
increased from 66% for 1998 to 72% for 1999. Most of the increase as a
percentage of revenue resulted from increased costs for raw materials and
decreased production capacity utilization in our Wipro Fluid Power business.

   Selling, general and administrative expenses. Selling, general and
administrative expenses increased 54%, from Rs. 2,267 million for 1998 to
Rs. 3,502 million for 1999. The total increase in selling, general and
administrative expenses was attributable to increases of 166%, 32%, 12% and
64% in Global IT Services, Indian IT Services and Products, Consumer Care and
Lighting, and Others.

   Selling, general and administrative expenses for Global IT Services
increased 166%, from Rs. 405 million for 1998 to Rs. 1,076 million for 1999.
The increase primarily resulted from an increase in the number of sales and
marketing personnel from 28 to 54 persons and increased compensation and
marketing expenses.

   Selling, general and administrative expenses for Indian IT Services and
Products increased 32%, from Rs. 1,216 million for 1998 to Rs. 1,603 million
for 1999. This increase is primarily attributable to increased product sales
expenses and brand marketing expenses associated with the introduction of new
products.

   Selling, general and administrative expenses for Consumer Care and Lighting
increased 12%, from Rs. 452 million for 1998 to Rs. 504 million for 1999. Most
of the increase resulted from increased product promotion and advertising
expenses associated with increased sales.

   Selling, general and administrative expenses for Others increased 64%, from
Rs. 194 million for 1998 to Rs. 319 million for 1999. Most of the increase
resulted from increased unallocated corporate brand building expenses, wage
inflation and compensation to senior management.

   Operating income. As a result of the foregoing factors, operating income
increased 21%, from Rs. 1,498 million for 1998 to Rs. 1,808 million for 1999.

   Other expense (net). Other expense (net) decreased 74%, from Rs. 516
million for 1998 to Rs. 135 million for 1999. The decrease during this period
primarily resulted from a reduction in interest expense of Rs. 161 million and
a net gain in exchange rate fluctuations of Rs. 164 million.

   Income taxes. Income taxes increased 75%, from Rs. 102 million for 1998 to
Rs. 179 million for 1999. Our effective tax rate remained unchanged at 10%.

   Income from continuing operations. As a result of the foregoing factors,
income from continuing operations increased 70% from Rs. 928 million in 1998
to Rs. 1,580 million in 1999.

                                      38
<PAGE>

Quarterly Results of Income Data

   The following table presents certain unaudited quarterly statements of
operations data for each of the nine quarters from April, 1998 through June
30, 2000. The information relating to these quarters is unaudited and has been
prepared by management substantially on the same basis as the audited
financial statements included elsewhere in the prospectus, including all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of that information. Operating income in the Additional Data
section below for each business segment includes the impact of exchange rate
fluctuations and net interest received on inter-business segment loans up to
the period ended March 31, 2000. For the quarter ended June 30, 2000 operating
income for each segment does not include net interest income received on
inter-business segment loans to allow us to comply with accounting guidelines
that all listed companies in India are likely to be required to adopt
beginning with the year ended March 31, 2001. Reconciling items eliminate the
impact of exchange rate fluctuations and net interest income received on
inter-business segment loans, wherever they have been included as a part of
operating income.

<TABLE>
<CAPTION>
                                                           Quarter Ended
                          ----------------------------------------------------------------------------------------
                          June 30,  Sept 30,  Dec 31,   Mar 31,   Jun 30,   Sept 30,  Dec 31,   Mar 31,   June 30,
                            1998      1998      1998      1999      1999      1999      1999      2000      2000
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
                                                           (in millions)
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenue:
 Global IT Services.....  Rs.1,229  Rs.1,455  Rs.1,659  Rs.2,016  Rs.2,013  Rs.2,580  Rs.2,652  Rs.2,961  Rs.3,597
 Indian IT Services and
  Products
 Indian IT Services.....       182       222       311       360       299       353       377       394       384
 Indian IT Products.....       913     1,726     1,033     2,516       984     1,841     1,750     2,184     1,271
 Consumer Care and
  Lighting..............       843       970       948       704       750       770       841       861       759
 Other..................       115       207       154       329       161       271       356       593       252
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
 Total..................     3,282     4,580     4,105     5,925     4,207     5,815     5,976     6,993     6,263
Cost of revenues:
 Global IT Services.....       785       907     1,129     1,236     1,296     1,870     1,316     1,692     1,909
 Indian IT Services and
  Products
 Indian IT Services.....        45        85       146       182       119       159       165       167       152
 Indian IT Products.....       763     1,364       624     2,150       855     1,386     1,547     1,785     1,064
 Consumer Care and
  Lighting..............       652       751       777       405       580       580       528       563       520
 Other..................        54        98       162       267       155       207       217       491       192
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
 Total..................     2,299     3,205     2,838     4,240     3,005     4,202     3,773     4,698     3,837
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
Gross profit............       983     1,375     1,267     1,685     1,202     1,613     2,203     2,295     2,426
Selling, general and
 administrative
 expenses...............       708       884       953       958       698       906     1,241       976     1,294
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
Operating income........       275       491       314       727       504       707       962     1,319     1,132
Other expense (net).....       (26)      (29)      (26)      (54)      (16)      (45)      (15)      (79)      (15)
Gains on sale of stock
 of affiliates,
 including direct issue
 of stock by affiliate..       --        --        --        --        --        --        412       --        --
Income taxes............       (27)      (51)      (32)      (69)      (63)      (86)     (186)     (190)     (122)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
Income before share of
 equity in earnings of
 affiliate and minority
 interest...............       222       411       256       604       425       576     1,173     1,050       995
Equity in earnings of
 affiliates.............        14        25        32        25        16        15        57        25       (18)
Minority interest.......       --         (4)       (1)       (5)      --         (4)      --        --        --
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
Income from continuing
 operations.............  Rs.  236  Rs.  432  Rs.  287  Rs.  624  Rs.  441  Rs.  587  Rs.1,230  Rs.1,075  Rs.  977
                          ========  ========  ========  ========  ========  ========  ========  ========  ========
Additional Data:
Operating Income:
 Global IT Services.....  Rs.  356  Rs.  416  Rs.  349  Rs.  347  Rs.  554  Rs.  518  Rs.  824  Rs.  998  Rs.1,068
 Indian IT Services and
  Products..............       (34)       34       (57)      327         3       169        94       169        58
 Consumer Care and
  Lighting..............        76       105        90       135        91       115       110       163        85
 Others.................       (54)       13         1       (55)      (58)      (25)      (29)       76       (72)
 Reconciling Items......       (69)      (78)      (68)      (27)      (87)      (70)      (38)      (85)       (7)
                          --------  --------  --------  --------  --------  --------  --------  --------  --------
 Total..................  Rs.  275  Rs.  490  Rs.  315  Rs.  727  Rs.  503  Rs.  707  Rs.  961  Rs.1,321  Rs.1,132
                          ========  ========  ========  ========  ========  ========  ========  ========  ========
</TABLE>

                                      39
<PAGE>

   Our Global IT Services business is subject to fluctuations primarily
resulting from factors such as the effect of seasonal hiring which occurs in
the quarter ended September 30 and the time required to train and productively
utilize new employees, the proportion of services we perform at client sites,
exchange rate fluctuations and the size, timing and profitability of new
projects. For the quarters ended December 31, 1998 and March 31, 1999 our
operating income decreased as a result of a significant increase in the number
of sales and marketing personnel and as a result of a significant increase in
the number of newly hired IT professionals, which led to lower employee
utilization rates.

   Our Indian IT Services and Products business is also subject to seasonal
fluctuations. Our product revenue is driven by capital expenditure budgets and
the spending patterns of our clients who often delay or accelerate purchases
in reaction to tax depreciation benefits on capital equipment. As a result,
our Indian IT Services and Products revenues for the quarters ended March 31
and September 30 are typically higher than other quarters of the year. We
believe the impact of this fluctuation on our revenues will decrease as the
proportion of services revenue increases. For example, our revenue declined to
a lesser extent in the quarter ended December 31, 1999 as compared to December
31, 1998 and in the quarter ended June 30, 2000 as compared to the quarter
ended June 30, 1999.

   Our Consumer Care and Lighting business is subject to seasonal
fluctuations. Demand for hydrogenated cooking oil is greater during the Indian
festival season and has increased revenues from our consumer care business for
the quarters ended September 30 and December 31. Our revenues in this segment
are also subject to commodity price fluctuations. In the six quarters ended
June 30, 2000, the price of the commodity component of our hydrogenated oil
products decreased significantly which resulted in significantly lower
revenues for those periods. Our operating income, however, for these same
periods remained relatively unaffected.

   Our quarterly revenue, operating income and net income have varied
significantly in the past and we expect that they are likely to vary in the
future. You should not rely on our quarterly operating results as an
indication of future performance. Such quarterly fluctuations may have an
impact on the price of our equity shares and ADSs.

Liquidity and Capital Resources

   Our capital requirements relate primarily to financing the growth of our
Global IT Services and Indian IT Services and Products businesses. We have
historically financed the majority of our working capital, capital expenditure
and other requirements through our operating cash flow, and to a limited
extent, bank loans.

   For the years ended March 31, 1999, 2000 and quarter ended June 30, 2000,
we generated cash from operations of Rs. 2,361 million, Rs. 3,481 million and
Rs. 353 million. The increase is attributable to a significant increase in
operating income. For the year ended March 31, 2000 and the quarter ended June
30, 2000, capital expenditure was Rs. 1,318 million and Rs. 431 million
respectively. This expenditure was financed primarily through our operating
cash flow.

   We generated cash from operations of Rs. 1,407 million in year ended March
31, 1998 as compared to Rs. 2,361 million in year ended March 31, 1999. The
increase is primarily attributable to an increase in net income. Our cash flow
in year ended March 31, 1999 was further augmented through the issuance of
redeemable preferred stock to a financial institution. The preferred stock
pays dividends at a rate of 10.25% per annum and has been treated as an
interest expense. Capital expenditure for the fiscal year ended March 31, 1999
was Rs.1,721 million, which was financed primarily through our operating cash
flow.

   As of March 31, 2000, we had total debt of Rs. 1,554 million comprising
borrowings from a consortium of banks of Rs. 93 million against a line of
credit of Rs. 2,650 million, secured by inventories and accounts receivable
and other borrowings of Rs. 1,461 million, secured by liens over our property,
plant and equipment and certain investments.

   We expect that our primary financing requirements in the future will be
capital expenditures and working capital requirements in connection with
growing our business. We believe that cash generated from operations,

                                      40
<PAGE>

along with the net proceeds of this offering, will be sufficient to satisfy
our currently foreseeable working capital and capital expenditure
requirements. However, our liquidity and capital requirements are affected by
many factors, some of which are based on the normal ongoing operations of our
businesses and some of which arise from uncertainties related to global
economies and the sectors that we target for our services. In the future, we
may require or choose to obtain additional debt or equity financing. We cannot
assure you that additional financing, if needed, will be available on
favorable terms. We routinely review potential acquisitions, however we have
no agreements to enter into any material acquisition as of the date of this
prospectus.

Quantitative and Qualitative Disclosures About Market Risk

  General

   Market risk is the risk of loss of future earnings, to fair values or to
future cash flows that may result from a change in the price of a financial
instrument. The value of a financial instrument may change as a result of
changes in the interest rates, foreign currency exchange rates, commodity
prices, equity prices and other market changes that affect market risk
sensitive instruments. Market risk is attributable to all market risk
sensitive financial instruments including foreign currency receivables and
payables and long term debt.

   Our exposure to market risk is a function of our borrowing activities and
our revenue generating activities in foreign currency. The objective of market
risk management is to avoid excessive exposure of our earnings and equity to
loss. Most of our exposure to market risk arises out of our foreign currency
account receivables.

   Risk Management Procedures

   We manage market risk through a corporate treasury department, which
evaluates and exercises independent control over the entire process of market
risk management. Our corporate treasury department recommends risk management
objectives and policies which are approved by senior management. The
activities of this department include borrowing strategies, implementing
hedging strategies for foreign currency exposures, management of cash
resources and ensuring compliance with market risk limits and policies on a
daily basis.

   Components of Market Risk

   Our exposure to market risk arises principally from exchange rate risk.
Interest rate risk is the other component of our market risk. These factors
are discussed in the following paragraphs.

   Exchange rate risk. Our exchange rate risk primarily arises from our
foreign currency revenues, receivables and payables, and foreign currency
debt. We evaluate our net exchange rate exposure arising from these
transactions and hedge such exposure based on approved risk management
policies. These policies require us to hedge a significant portion of our net
exposure. Our net exchange rate exposure as of March 31, 1998, 1999 and 2000,
and as of June 30, 2000, was $4.2 million, $2.6 million, $6.85 million and
$22.84 million. We hedge our exchange rate exposure through foreign currency
forward exchange contracts which typically mature between one through six
months. The counterparties for our exchange contracts are banks, and we
consider the risk of non-performance by the counterparties as non-material.

   Due to our hedging policies, we estimate that changes in exchange rates
will not have a material impact on our operating results or cash flows.

   Interest rate risk. Our interest rate risk primarily arises from our long
term debt. We adopt appropriate borrowing strategies to manage our interest
rate risk. Additionally, we enter into interest rate swap agreements to hedge
interest rate risk.

                                      41
<PAGE>

   As of March 31, 2000 fixed-interest rate debt represented 70% of long term
debt. The interest rate on balance debt is re-set periodically based on
benchmark rates. A maturity profile of our debt is set forth below:

<TABLE>
<CAPTION>
                                               Fixed       Variable
   Maturing in:                            interest-rate interest-rate   Total
   ------------                            ------------- ------------- ---------
                                                       (in millions)
   <S>                                     <C>           <C>           <C>
   2001...................................   Rs. 1,028      Rs. 222    Rs. 1,250
   2002...................................         --           161          161
   2003...................................         --            20           20
   2004...................................         --            28           28
   Thereafter.............................         --             1            1
                                             ---------      -------    ---------
     Total................................    Rs 1,028      Rs. 433    Rs. 1,461
                                             =========      =======    =========
</TABLE>

   As of March 31, 1998, 1999 and March 31, 2000 we have interest rate swap
agreements outstanding in the notional principal amount of $13.0 million, $9.8
million and $6.5 million, which represent hedges of interest rate risk on our
foreign currency debt. The counterparties for our interest rate agreements are
banks, and we consider the risk of non-performance by the counterparties as
non-material.

   Based on the maturity profile and composition of our debt portfolio, we
estimate that changes in interest rates will not have a material impact on our
operating results or cash flows.

   Our temporary resources are generally invested in short-term investments,
which do not expose us to significant interest rate risk.

   Fair value. The fair value of our market rate risk sensitive instruments
closely approximates their carrying value.

Recent Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments and
requires recognition of all derivatives as assets and liabilities in our
balance sheet and measurement of those instruments at fair value. The
statement is effective for fiscal years beginning after June 15, 1999. We will
adopt the standard no later than the first quarter of fiscal 2001 and in our
assessment the adoption of this statement will not have a significant impact
on our consolidated financial statements.

                                      42
<PAGE>

                                   BUSINESS

Overview

   Wipro Limited is a leading India based provider of IT services globally. We
provide high-end IT solutions to leading companies worldwide and have other
profitable businesses in niche markets in India. As of September 15, 2000, we
had a market value of $14.6 billion based on the closing price of our stock on
The Stock Exchange, Mumbai, making us the largest company in India in terms of
market capitalization.

   We have three primary business segments:

  .  Global IT Services. We provide research and development services for
     hardware and software design to technology and telecommunication
     companies and software application development services to corporate
     enterprises. Our top clients include Lucent, NCR, Nortel and Compaq.
     Global IT Services is our fastest growing business segment and accounted
     for 45% of our revenue and 77% of our operating income for the year
     ended March 31, 2000.

  .  Indian IT Services and Products. We are a leader in the Indian IT market
     and focus primarily on meeting all the IT and electronic commerce
     requirements of Indian companies. This business accounted for 35% of our
     revenue and 12% of our operating income for the year ended March 31,
     2000.

  .  Consumer Care and Lighting. We leverage our brand name and distribution
     strengths to sustain a profitable presence in niche markets in the areas
     of soaps, toiletries, lighting products and hydrogenated cooking oils
     for the Indian market. This business accounted for 14% of our revenue
     and 13% of our operating income for the year ended March 31, 2000.

Industry Overview

   IT Services

   The role of IT in transforming businesses and economies worldwide has
become widely recognized. The recent shift in the role of IT from merely
supporting businesses to transforming businesses and creating new business
models has increased the importance of IT to the success of companies world-
wide. This has resulted in an increased focus for companies on areas such as:

  .  Reducing the time it takes to introduce new software applications,
     commonly known as time-to-application advantage; and

  .  Reducing the time it takes to develop new technologies, commonly known
     as time-to-market advantage.

   As a result, corporate budgets for IT services and research and development
have grown significantly. International Data Corporation, or IDC, estimates
that the global IT services market will grow to $422 billion by 2002,
reflecting a compound annual growth rate of 10% from 1998, when approximately
$289 billion was spent. Within the area of IT services, IDC estimates that the
market for Internet services will grow from $7.8 billion in 1998 to $54.1
billion in 2002, reflecting a compound annual growth rate of 62%.

   The market for our research and development services is comparable in size.
Research and development expenditure in the United States, the largest market
for our services, is estimated by the U.S. National Science Foundation at $247
billion for 1999. The fastest growing segments in research and development
spending are the computer networking and communications industries, which are
the markets we primarily focus on.

   Along with the rapid increase in IT services and research and development
spending, companies are increasingly using external professional services as
an effective tool to meet their IT requirements. The trend towards outsourcing
is driven by a growing shortage of IT professionals in developed economies and
increasing demand for their services. By deploying high-speed communications
equipment, companies can access skilled IT services from remote locations to
meet their complex IT requirements in a cost-effective manner.

                                      43
<PAGE>

   The India Advantage. According to a survey of U.S. software service vendors
conducted by the World Bank, India is one of the leading offshore destinations
for companies seeking to outsource software development or IT projects. A
McKinsey study conducted in 1999 for the Indian National Association of
Software and Service Companies, or NASSCOM, estimates that India's export
revenue from IT services would grow from approximately $3.9 billion in the
fiscal year ended March 31, 2000 to $30 billion by March 31, 2008.

   There are several key factors contributing to this rapid growth of India-
based IT services.

  .  India-based IT companies have proven their capability to deliver IT
     services that satisfy the requirements of international clients who
     expect the highest quality standards. The August 1999 NASSCOM survey of
     international quality standards of the top 300 Indian software companies
     showed that 140 had already been ISO 9000 or SEI-CMM Level 3 certified,
     with an additional 144 anticipated to acquire such certifications by
     March 2001.

  .  India has a large, highly skilled English-speaking labor pool that is
     available at a relatively low labor cost. According to NASSCOM, the
     number of software professionals employed by the Indian software
     industry was approximately 250,000 in fiscal 1999, making it the second
     largest employer in the IT services industry after the United States. In
     addition, India has more than 1,800 engineering colleges and technical
     institutes that train approximately 68,000 graduates annually in IT.
     According to a McKinsey study conducted for NASSCOM, the average annual
     wage for software professionals in India is approximately 20% of the
     average U.S. rate. Although wages in India are rising faster than in the
     United States, the labor rate differential is anticipated to remain a
     competitive advantage for Indian companies into the foreseeable future.

  .  With the time differential between India and its largest market, the
     United States, Indian companies are able to provide a combination of
     onsite and offshore services on a 24 hour basis on specific projects.

   In line with global trends, Indian companies are also increasingly becoming
aware of the potential of IT systems as they have begun to realize the
benefits of technology enhancements in their businesses. The domestic Indian
IT industry is primarily composed of hardware, packaged software and IT
services. IDC estimates that the Indian IT market will grow to over $12.2
billion by 2004, reflecting a compound annual growth rate of approximately
31.3% from 1998, when $2.4 billion was spent. The IT services market in India
is expected to grow in line with the rest of the industry to approximately
$2.8 billion in 2004 from $630 million in 1998, representing a compound annual
growth rate of over 26.4%.

   Consumer Care & Lighting

   The consumer care market we address includes soaps, toiletries and infant
care products. The aggregate consumption in these markets for the year ended
December 31, 1999 is estimated to have been Rs. 43,756 million. The growth of
these markets has been relatively stable, with a growth rate of 2.6% in 1999.
The lighting industry in India is divided into incandescent lighting and
fluorescent tube lighting. The aggregate consumption in these markets in the
fiscal year ended March 31, 2000 is estimated to be Rs. 21,800 million.

Competitive Strengths

   We believe that the following are our principal competitive strengths:

   Comprehensive range of IT services

   We provide our customers comprehensive and integrated software solutions,
and are able to take full responsibility for project execution. We have 10
years of experience in software development, re-engineering and maintenance
for our corporate customers and provide managed IT support services both at
the client's site and through our 32 offshore development centers in India. We
believe that this integrated approach positions us to take advantage of key
growth areas in enterprise solutions, including IT services for electronic
commerce, or

                                      44
<PAGE>

e-commerce, data warehousing and the implementation of enterprise application
software such as resource planning or ERP, supply chain management or SCM and
customer relationship management or CRM.

   Strengths in research and development services

   Our strengths in research and development services position us ideally to
take advantage of the rapid development and enhancement of new technologies.
We are one of few major IT services companies in the world capable of
providing contract research and development services from concept to product
realization. We acquired these skill sets through our earlier research and
development efforts in the design of computer hardware products for the Indian
market when the Government of India did not allow these products to be
imported. We provide IT services for designing, enhancing and maintaining
platform technologies including servers and operating systems, communication
subsystems, local area and wide area network protocols, Internet protocol
based switches, routers and embedded software including software used in
mobile phones, home/office appliances and automobiles.

   World-class quality as measured by SEI-CMM and Six Sigma initiatives

   One of the most critical factors in our success has been our commitment to
pursue the highest quality standards in all aspects of our business. We were
assessed at SEI-CMM Level 5, the highest level of quality certification, in
January 1999, making us the first IT services provider in the world to achieve
this standard. SEI-CMM is widely accepted in the software industry as a
standard to measure the maturity and effectiveness of software processes. Our
SEI-CMM Level 5 rating is supported by our Six Sigma initiative, which is an
internationally recognized program focusing on defect reduction and cycle time
reduction. Our Six Sigma program was launched in 1998. We have recently
achieved the Four Sigma level and believe that we will achieve the Six Sigma
level in all of our key processes by 2002. Six Sigma represents a quality
standard of less than 3.4 defects per million opportunities in which a defect
may arise.

   Established track record with premier international customer base

   Our customers include some of the world's leading companies such as Lucent,
NCR, Nortel and Compaq. Each of these clients accounted for at least $5.0
million in IT services revenues in the year ended March 31, 2000. We believe
that having an established base of high quality, high-technology clients
provides us with the following competitive advantages:

  .  The type of clients we target are likely to increase their IT
     outsourcing budgets;

  .  Most of our large clients have invested significantly in our offshore
     development centers and are therefore likely to provide a high level of
     repeat business; and

  .  Our IT professionals are consistently exposed to the latest technologies
     that we are then able to leverage to procure business from other
     clients.

   Ability to attract and retain skilled IT professionals

   We believe that our ability to retain highly skilled personnel is enhanced
by our leadership position, opportunities to work with leading edge
technologies and focus on training and compensation. Currently, we have over
6,000 IT professionals for our Global IT Services business and we expect to
grow this number significantly in the foreseeable future. One of the keys to
attracting and retaining qualified personnel is our variable and performance
linked compensation programs. We have had an employee stock purchase program
since 1984 and an employee stock option plan since October 1999.

   Broad distribution network and strong sales force in India

   We have a large and growing distribution network for our domestic
businesses. For our Indian IT Services and Products business, our direct sales
force targets large corporate clients and our 180 exclusive channel partners

                                      45
<PAGE>

in over 100 locations focus on medium and small enterprises. For our consumer
care and lighting products, we have access to one million retail outlets. This
distribution reach provides us with a significant competitive advantage and
allows us to grow our business with minimal increases in personnel.

   Strong brand recognition in the Indian market

   We believe that our brands are some of the most well recognized brands in
the Indian market. We have been operating in the Indian market for 55 years
and believe that customers equate our brand with high quality standards and a
commitment to customer service. We enhance the value of our brands through
aggressive and selective advertising and promotions.

Our Strategy

   Our objective is to be a world leader in providing comprehensive IT
services. The markets we address are undergoing rapid change due to the pace
of technology development and change in business models. We believe that these
trends provide us with significant growth opportunities. The key elements of
our strategy include:

   Significantly grow our Global IT Services business

   We expect to significantly grow our Global IT Services business and the
percentage of our total revenues and profits contributed by this business over
the next few years. We believe that we can achieve this objective through the
following:

  .  Focusing on high growth areas within Global IT Services such as e-
     commerce;

  .  Aggressively growing our research and development services by focusing
     on high growth markets such as telecommunications, mobile communications
     and the Internet, and high growth technologies such as embedded
     software; and

  .  Leveraging our experience in providing IT services in the Indian market
     and our access to existing clients outside India to provide global
     support services.

   Increase the number and penetration of Global IT Services clients

   We intend to increase the number of our clients through a dedicated sales
team focused on new client acquisitions and increasing our presence in Europe
and Asia. Our goal is to make every new client account earn over $1 million in
annual revenues within twelve months. We intend to increase our share of
business with existing clients by expanding our range of IT solutions and by
increasing our knowledge of industry segments and individual client businesses
to allow us to better understand client requirements.

   Increase our Global IT Services operating margins

   We intend to focus on increasing our operating margins by:

  .  increasing the revenue per IT professional by providing higher value
     added services;

  .  increasing the number of productized services;

  .  increasing the proportion of our fixed price contracts; and

  .  increasing the proportion of our client work conducted offshore, which
     typically has higher operating margins.

   Grow with the Internet

   We have increased our focus on the Internet and e-commerce applications to
take advantage of the growth in these sectors. We are increasingly offering
our clients branded e-commerce services such as Net.profit, our

                                      46
<PAGE>

end to end e-commerce solution that creates the infrastructure, and builds and
delivers Internet applications to companies. In addition, a large part of the
work in our research and development services is done for clients like
Microsoft in Internet related areas. We have also started servicing our
clients in India through the Internet with several offerings including a web
based ordering system and an Internet portal for business to business
transactions.

   Focus on services-led growth in the IT market in India

   We plan to grow in the IT market in India by focusing on the services we
offer our clients. We believe that by offering clients a full service
technology solution, including systems integration, support services, software
and networking solutions along with branded hardware products, we can enhance
our profitability significantly.

   Aggressively build awareness of the Wipro brand name

   We plan to continue aggressively building awareness among clients and
consumers both domestically and internationally of the Wipro brand name. We
believe we can leverage the strength of an international brand name across all
of our businesses by ensuring that our brand name is associated with Wipro's
position as a market leader that is committed to high quality standards. To
achieve this objective, we intend to expand our marketing efforts with
advertising campaigns and promotional efforts that are targeted to specific
groups.

   Pursue selective acquisitions of IT services companies

   We plan to pursue selective acquisitions of IT service companies that would
allow us to expand our service offerings and acquire additional skills that
are valued by our clients. We believe that this will strengthen our
relationships with clients and allow us to realize higher revenues from them.
In pursuing acquisitions, we will focus on companies where a significant
portion of their work can be moved offshore to India to leverage our low cost
offshore delivery model and realize higher margins. Although we have not
currently identified any companies we would like to acquire, we continue to
seek to identify and acquire companies that will complement our existing
businesses and build our brand. This strategy includes exploring potential
strategic partnerships and relationships.

   Sustain growth in operating income and cash flow of our traditional
   businesses

   We have been in the consumer care business since 1945 and the lighting
business since 1992. The consumer care business has historically generated
surplus cash for us to be able to grow our other businesses. Our strategy is
to maintain a steady growth in operating income for these businesses through
efficient capital utilization, strong brand name recognition and expanding our
nationwide distribution network.

Global IT Services

   Our Global IT Services business segment, which we call Wipro Technologies,
is a leader in providing IT services to international companies. We provide
clients customized IT solutions to their business needs to improve their
competitiveness. Our IT services are focused on the following areas:

  .  Enterprise solutions;

  .  Research and development services; and

  .  Global support services.

   In our IT service offerings, we typically assume primary project management
responsibility, rather than just providing supplemental personnel to work
under a client's supervision. We offer these services worldwide through a team
of over 6,000 IT professionals and 32 dedicated offshore development centers.


                                      47
<PAGE>

  Enterprise Solutions

   We provide a comprehensive range of enterprise solutions primarily to
Fortune 1000 companies to meet their business requirements. We typically
target these services to the Chief Information Officer of a company to provide
he or she with a time-to-application advantage. Our enterprise solutions
division accounted for 60%, 52% and 48% of our Global IT Services revenues for
the fiscal years ended March 31, 1999, March 31, 2000, and the quarter ended
June 30, 2000.

   Our services include:

   E-commerce services. We offer solutions to help create the infrastructure
and build and deliver applications for companies seeking to implement their e-
commerce strategies. We offer our e-commerce services through our branded
service, Net.profit, which enables our customers to rapidly deploy software
applications so they can take advantage of new business opportunities and
enhance profitability. Our e-commerce services include:

  .  IT Architecting and Design. We help our clients analyze and choose
     hardware, software and tools needed to deliver a system that meets their
     business objectives. For example, we designed an Internet based ordering
     system for a travel instruments company in the United Kingdom and
     developed an implementation plan with resources required, schedules and
     deliverables.

  .  Application Development. We work with our clients to develop
     applications around their existing or chosen architectures to meet their
     business requirements. For example, we developed an Internet based
     mutual fund and stock trading system for a finance organization based in
     Japan.

  .  Legacy Web Integration. We help organizations with large existing
     investments in legacy systems to Internet enable a number of front end
     applications such as customer queries. For example, we designed and
     developed an Internet gateway for an existing sports complex reservation
     system to provide access to the system through any Internet browser.

  .  Web Security. We have developed a reliable and highly scalable security
     model, which we have branded WebSecure, which helps our clients
     integrate Internet security technologies with their business model. We
     have implemented Internet security architecture for a leading financial
     services firm in the United States to address its application security
     requirements.

   E-commerce projects are often characterized by changing requirements, very
short development and deployment time frames and emerging technologies. To
address these characteristics we have developed a solution methodology called
Re-engineer Application Process through Incremental & Iterative Development,
or RAPIID. We adopt an incremental and iterative process in our projects and
take advantage of a library of reusable components developed at our
development centers to reduce the development time for a project. We have over
750 e-commerce IT professionals, most of whom have industry expertise in
financial services, retail, healthcare or utilities.

   Custom applications. We help our clients align their IT systems with their
business strategy by creating customized solutions, selecting appropriate
technologies, implementing systems on a fast-track basis, and ensuring overall
quality. We offer outsourcing services in the areas of software development,
re-engineering and maintenance.

  .  Development. We offer our development services over a broad spectrum of
     technology areas that include client/server applications, object
     oriented software, Internet/intranet applications and mainframe
     applications. For example, for the video services business of leading
     U.S. satellite communications company, we developed a satellite
     transponder availability and reservation system aimed at monitoring and
     maximizing satellite usage on a 24 hours a day, seven days a week basis.

  .  Re-engineering. We study a client's business processes and existing
     systems and convert or redevelop them to meet their requirements. For
     example, for a leading U.S. mutual fund company, we provided

                                      48
<PAGE>

     services for migration of their shareholder transfer agency system to a
     database operating system that enables continuous system operation and
     improved system availability.

  .  Maintenance. To meet the needs of a changing business environment with
     limited internal resource utilization, we address legacy software
     applications for our clients that require upgrades. For example, for a
     leading diagnostic imaging company, we have been maintaining over 90
     applications in the areas of sales and marketing, order processing,
     manufacturing, customer service and finance for over four years.

   Enterprise application services. We implement packaged enterprise
applications which integrate information in an organization with key business
processes to improve the efficiency and effectiveness of our clients. Through
strategic alliances with some of the leading solutions vendors, we assist our
clients in implementing services in the areas of enterprise resource planning,
supply chain management and customer relationship management.

   Data warehousing. We develop strategies and implement solutions for our
clients to manage multiple sources of data for use in their decision making
processes. For example, we designed and implemented a data warehouse for a
leading healthcare organization in the United States that managed claims,
pharmacies, customers and healthcare providers. In offering this service, we
use an iterative process methodology to deliver financial applications with
feature enhancements delivered as they are completed. This allows us to
deliver quick results and reduce the risk of failure.

   We focus our services on clients in selected industries to leverage our
expertise and create greater efficiencies and faster delivery times. We
primarily offer our services across the financial services, healthcare,
manufacturing, retail and utilities industries.

   Research and Development Services

   We provide product development services for both hardware and software
systems that are implemented in computers and communications equipment. We
acquired these skill sets from earlier research and development efforts in the
design of computer hardware products for the Indian market when the Government
of India did not allow these products to be imported. We have leveraged our
research and development skills to become an outsourcing resource for
companies that seek highly skilled product development services for some of
their core technologies. We typically target these services to the Chief
Technology Officer of technology product companies to provide them with a
product development time-to-market advantage. Our services include:

   Hardware system development. We design and develop central processing units
which control the functions of computers and various types of integrated
electronic circuits, or ICs, including application specific integrated
circuits, or ASICs and field programmable gate arrays, or FPGAs. We offer our
services over a broad spectrum of technology areas and are able to provide our
clients complete subsystems or entire products. We are able to assume complete
responsibility for all phases of the development, beginning with the
requirements analysis to the transfer of technology and information to the
client.

   Software system development. We develop software applications, including
computer operating system software applications commonly known as middleware,
electronics communication protocols and software that helps computers control
peripheral devices such as printers and monitors. We focus on embedded
software technologies that involve the design and development of software
solutions that are embedded in the hardware of a particular device.

   A majority of our revenues from these services are derived from the
telecommunications and data communications industries from clients such as
Lucent, Nokia, and Nortel. Our research and development services accounted for
40%, 44% and 48% of Global IT Services revenue for the fiscal years ended
March 31, 1999, March 31, 2000, and the quarter ended June 30, 2000.

   We have approximately 3,000 IT professionals trained in a broad array of
computing platforms and communication technologies. By focusing on selected
markets and technologies we are able to leverage our

                                      49
<PAGE>

expertise and create greater efficiencies as well as faster delivery times.
The markets and technologies we currently focus on are given below with
illustrative examples of projects we have completed for our clients:

   Communications. We provide software and hardware development services in
areas such as fiber optics communication networks and wireless communications
devices. Two examples of projects we have completed for our clients are
provided below:

  .  Wireless communications software. The client is leading wireless
     equipment vendor that sought our services to introduce features of a new
     communications software technology known as General Packet Radio
     Service, or GPRS, in its products. The GPRS software technology enables
     faster wireless data communications and increases network capacity. We
     provided services ranging from the configuration of ICs to the
     implementation of software to allow ICs to communicate using the GPRS
     technology.

  .  Data communications. The client is one of the largest communications
     equipment manufacturers in the world and sought our services to design
     and develop software modules for them that assist in the measurement of
     the performance of a switch used in data communications. The project
     involved designing and implementing software modules in the switch that
     were compatible with a particular communication protocol known as SONET.

   Enterprise hardware and software. We provide services for the development
of hardware and software products such as personal computers, database
software, and operating system software for all types of computer devices. A
representative client project is provided below:

  .  Database Software. For a large US based enterprise software company, we
     provided services to transport their database management software from
     their proprietary operating system, which is not openly used, to open
     operating systems like Solaris and Windows NT.

   Embedded system software. The software solution we provide is programmed
into the hardware IC or ASIC to eliminate the need for running the software
through an external source. The technology is particularly important to
portable computers, consumer electronics, automotive electronics and mobile
phones. A representative client project is provided below:

  .  Wireless communications hardware. The client is a Japanese consumer
     electronics company that sought our services to develop a communication
     link between a wireless communication device based on an operating
     system called Bluetooth and other third party wireless devices that are
     Bluetooth compatible. We designed and simulated a system on an IC to
     manage the communication interface between the two wireless
     communication devices.

   Global Support Services

   Our offerings include help desk management, systems management and
migration, network management and messaging services. We are able to provide
Global IT Services clients with high quality, 24 hour, seven day a week
support services by leveraging our expertise in managing IT infrastructure for
our clients in India. We formed this division at the end of 1998 and it
accounted for 4% of Global IT Services revenues for the quarter ended June 30,
2000. We anticipate that this division of our Global IT Services business will
grow substantially over the next few years.

   A few representative examples are provided below:

  .  Sun Microsystems. Our research and development services for Sun
     Microsystems allowed us to obtain a contract to provide help desk
     support services for their Solaris operating system software.

  .  Computer Associates. We implement Computer Associates' Unicenter network
     management software application package in several countries as
     authorized service partners of Computer Associates Worldwide, and
     implementation of this network management system greatly reduces the
     number of people required to manage the network.

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<PAGE>

   Our Delivery Model

   In our IT service offerings, we typically assume primary project management
responsibility for all stages of implementation of the project. Typically, a
project team consists of a small number of IT professionals based at the
client's location who define the scope of the project, track changes to
specifications and requirements during project implementation, assist in
installing the software or system at the client's site and ensure its
continued operation. The large proportion of the development work on the
project is performed at one of our dedicated offshore development centers, or
ODCs, located in India. Our project management techniques, risk management
processes and quality control measures enable us to complete projects on time
and seamlessly across multiple locations with a high level of quality.

   The Offshore Development Center. We were one of the first Indian IT
services companies to implement the offshore development model as a method for
delivering high-quality services at a relatively low cost to our international
clients. Our ODC is a virtual extension of the client's working environment
with a dedicated facility and dedicated hardware and software infrastructure
that replicate the client's facilities. This is further enhanced by a
dedicated high-speed telecommunication link with the client's onsite
facilities and a secure working environment. We currently operate 32 offshore
development centers. Clients such as Compaq, Nortel, and Seagate Technologies
have had ODCs with us for periods ranging from five to eight years. No
significant client with an ODC has ever terminated our services. In all our
projects, we endeavor to increase the proportion of work performed at the ODCs
in order to be able to take advantage of the various benefits associated with
this approach, including higher gross margins and increased process control.
Due to the level of investment required by our clients in an ODC and the
quality of services we provide, the ODC model has provided us a high
percentage of repeat business and a stable revenue stream. In addition, the
ODC model has many features that are attractive to our clients, including:

  .  A time difference between the client site and the ODC which allows a 24-
     hour work schedule for specific projects;

  .  The ability to increase the scale of development operations quickly;

  .  Increased access to our large pool of high-quality, skilled IT
     professionals located in India; and

  .  Physical and operational separation from all other client projects,
     providing enhanced security for a client's intellectual property.

   Clients

   We provide IT software solutions to clients from a broad array of industry
sectors. Several of our clients purchase services across several of our
business segments. We seek to expand the level of business with our existing
clients by increasing the type and range of services we provide to them. The
table below illustrates the size of our client project work as measured by
revenues.

<TABLE>
<CAPTION>
                                                Number of clients in
                                    --------------------------------------------
                                      Year Ended     Year Ended     Year Ended
   Per client revenue($)            March 31, 1998 March 31, 1999 March 31, 2000
   ---------------------            -------------- -------------- --------------
   <S>                              <C>            <C>            <C>
   1-3 million.....................        6             11             23
   3-5 million.....................        6              9              5
    >5 million.....................        6              6             11
                                         ---            ---            ---
     Total.........................       18             26             39
                                         ===            ===            ===
</TABLE>

                                      51
<PAGE>

   Our representative list of clients from whom we have recognized revenue of
at least $1 million during the year ended March 31, 2000 is provided below:

<TABLE>
<CAPTION>
             Enterprise Solutions                     Research and Development Services
             --------------------                     ---------------------------------
   <S>                                              <C>
   BG Transco plc.                                  Cisco Systems, Inc.
   Daiwa Institute of Research Ltd.                 Compaq Computer Corporation
   Farmers Insurance Group of Companies             Lucent Technologies
   Franklin Templeton                               NCR Corporation
   General Electric Company                         NEC Corporation
   Honeywell Corporation                            Nokia
   J.P. Morgan & Co. Incorporated                   Nortel Networks Corporation
   Nike                                             Sun Microsystems, Inc.
   Putnam Mutual Funds Corp.
   Seagate Technology, Inc.
   The Home Depot, Inc.
</TABLE>

   For the fiscal years ended March 31, 1999 and 2000, and the quarter ended
June 30, 2000, Global IT Services' largest client accounted for 19%, 15% and
10% of Global IT Services revenues, and 7%, 7% and 6% of total revenues. For
the same periods, Global IT Services' five largest clients accounted for 40%,
39% and 32% of Global IT Services revenues, and 14%, 18% and 18% of total
revenues. We currently anticipate a significant reduction in the services
performed for at least one of our five largest clients over the next one-year
period.

   Sales and Marketing

   Our headquarters is located at Bangalore, India. We sell and market our
Global IT Services primarily through our direct sales force, with locations
worldwide, including in the United States, France, Holland, Japan, Sweden and
the United Kingdom. Our sales teams are organized in three ways:

  .  by the vertical market segment in which the client's business is;

  .  whether a client is new or existing; and

  .  by the geographic region in which the client is located.

   We use an integrated team sales approach that allows our sales teams to
pass a client over to an execution team once the sale is completed. Our sales
personnel, with the appropriate software professionals and technical managers
work together in analyzing potential projects and selling our expertise to
potential clients.

   Our sales efforts are largely decentralized and conducted within each of
our business segments. Global IT Services also gets support from our
corporate-wide marketing team to assist in brand building and other corporate
level marketing efforts. Our sales and marketing team has increased
substantially from 28 to 72 personnel from March 31, 1998 to March 31, 2000.
We intend to expand our global marketing efforts through increased presence in
targeted geographical regions.

   Competition

   The market for IT services is highly competitive and rapidly changing. Our
competitors in this market include consulting firms, big five accounting
firms, global IT services companies, such as IBM Global Services, Sapient,
Cambridge Technology Partners, and India based IT services companies such as
Tata Consultancy Services, Infosys, and Satyam.

   These competitors are located internationally as well as in India. We
expect that further competition will increase and potentially include
companies from other countries that have lower personnel costs than those

                                      52
<PAGE>

currently in India. A significant part of our competitive advantage has
historically been a wage cost advantage relative to companies in the United
States and Europe. Since wage costs in India are presently increasing at a
faster rate than those in the United States, our ability to compete
effectively will increasingly become dependent on our ability to provide high
quality, on-time, complex deliverables that depend on increased expertise in
certain technical areas. We also believe that our ability to compete will
depend on a number of factors not within our control, including:

  .  the ability of our competitors to attract, retain and motivate highly
     skilled IT services professionals;

  .  the price at which our competitors offer their services; and

  .  the extent to which our competitors can respond to a client's needs.

   We believe we compete favorably with respect to each of these factors and
believe our success has been driven by quality leadership, our ability to
create client loyalty and our expertise in targeted select markets.

Indian IT Services and Products

   Our Indian IT Services and Products business is conducted by our Wipro
Infotech division, which is focused on the Indian market and provides clients
with complete technology solutions. Our suite of technology services and
products consists of the following:

  .  Customer services;

  .  System integration and computer products; and

  .  Internet and e-commerce application services.

   Additionally, we provide our domestic customers with access to our full
range of global IT services, including enterprise solutions and research and
development services.

   Services and Products

   Customer Services. We enable our customers to leverage our IT skills and
expertise to maximize the return on their technology investments. We have over
18 years of experience and currently support over 130,000 systems with over
25,000 clients with 750 IT professionals. Our offerings include:

  .  Availability services. Includes hardware and software maintenance, and
     network availability services. We provide these services through an
     annual service or maintenance contract with the client which provides to
     the client both preventive and breakdown maintenance services.

  .  Managed IT services. Management of clients' IT infrastructure on a day-
     to-day basis, such as operating their data centers.

  .  Professional services. Includes technology support services for
     upgrades, system migrations, messaging, network audits and new system
     implementation. When combined with our expertise in availability and
     managed IT services, we can provide the client with a complete solution
     for enhanced system performance.

   We supplement our in-house resources with approximately 100 exclusive
franchisees which we train and support for them to provide both Availability
and Managed IT services. This allows us to grow our business substantially
without proportionate increases in our in-house personnel.

   System Integration and Computer Products. We are one of the largest system
integrators in India. This division assists clients with integration
solutions, including platform, network, security and service provider systems
integration. We manufacture our own brand of personal desktop computers and
also offer a portfolio of international brands, to meet our clients'
requirements. On July 27, 2000 our shareholders approved the sale of

                                      53
<PAGE>

this peripherals business unit to Wipro ePeripherals Limited, effective
September 1, 2000. Wipro ePeripherals Limited is 39% owned by us, 26% owned by
new shareholders and Wipro ePeripherals Limited employees, and 35% owned by
our employees, dealers and other strategic investors. We will continue to
leverage Wipro ePeripherals Limited's market leadership position in domestic
hardware products and Wipro ePeripherals Limited's relationships with other
supplier companies to provide clients with total software and hardware
solutions.

   Internet and e-commerce application services. Our objective is to enable
our corporate clients to implement their Internet business strategy by
providing them with a complete Internet solution. Currently, we offer
corporate clients Internet services through our Wipro Net joint venture with
KPN Telecom, such as virtual private networks, web hosting and Internet
access. We also offer our corporate clients Internet application services that
enable them to utilize third party software products with Internet delivery
capabilities. We have also developed a comprehensive Internet portal to
provide clients with an opportunity to purchase our IT services and products
over the Internet.

   Clients

   We provide products and services to a variety of industries, with clients
including Infosys Technologies Limited, ICICI Limited, State Bank of India as
well as the major stock exchanges of India. Our clients also include channel
partners, who are value-added resellers of our services and products. As of
June 30, 2000, we had over 180 channel partners in over 100 cities in India.
We have a diverse range of clients, none of which account for more than 5% of
our Indian IT Services and Products segment revenues.

   Sales and Marketing

   We sell and market our products and services to major corporate clients
through our direct sales force and to smaller corporate clients and retail
clients through an extensive network of exclusive channel partners. Our sales
team is organized according to industry sectors such as communications,
finance, insurance and software. We compensate our sales team based on salary
and additional compensation that is linked to the profit margins and
collections a particular sale produces. Our sales effort is supported by a
corporate-wide web-based ordering system and a marketing team that assists in
brand building and other corporate level marketing efforts. As of June 30,
2000, we had 84 sales and marketing staff.

   Competition

   The market for Wipro Infotech's products and services is highly competitive
and rapidly changing. Our competitors in the products market include
multinational corporations such as Compaq, IBM and Hewlett-Packard, Indian
companies such as HCL Infosystems Ltd. and Zenith IT Group, and a large
unbranded segment. Currently, our major competitors in the Indian services
market include HCL Infosystems and IBM Global Services.

Consumer Care and Lighting

   Our consumer care and lighting business segment focuses on niche profitable
market segments and has historically generated cash to support the growth of
our other business segments. We began with the hydrogenated oil business, and
expanded into the soaps market. We have continued to expand our business, and
currently offer a mix of consumer products including hydrogenated cooking oil,
soaps and toiletries, light bulbs and fluorescent tubes, and lighting
accessories.

   Products

   Soaps and toiletries. Our product lines include soaps and toiletries, as
well as baby products, using ethnic ingredients. Our umbrella brands include
the Santoor and Wipro Active lines of soaps and talcum powders and the Wipro
Baby Soft line of infant and child care products, which includes soap, talcum
powder, oil and feeding bottles.


                                      54
<PAGE>

   Lighting. Our product line includes incandescent light bulbs, florescent
tubes and luminaries. We operate both in commercial and retail markets. We
have also developed commercial lighting solutions for pharmaceutical
production centers, software development centers and other industries.

   Hydrogenated cooking oils. Our product line consists of hydrogenated
cooking oils, a cooking medium used in homes, and bulk consumption points like
bakeries and restaurants. We sell this product under our brand name Wipro
Sunflower, which was launched in the 1950s and has been a leading brand in
western and southern India.

   Sales and Marketing

   We sell and market our consumer care products primarily through our
distribution network in India, that has access to one million retail outlets
throughout the country. We sell our lighting products to major industrial and
commercial customers through our direct sales force, from 20 sales offices
located throughout India. We also have access to over 300,000 retail outlets
for our lighting products.

   We leverage our brand recognition by successfully incorporating the Wipro
identity with our consumer brands. We intend to expand our marketing efforts
with advertising campaigns and promotional efforts targeted to specific
regions of India.

   Competition

   Our competitors in consumer care and lighting are located primarily in
India, and include multinational and Indian companies such as Hindustan Lever
Limited, for soaps, toiletries and hydrogenated oils and General Electric and
Philips for lighting.

   Raw Materials and Manufacturing

   The primary raw materials for many of our soap and hydrogenated oil
products are agricultural commodities, such as vegetable oils. We normally
purchase these raw materials domestically through various suppliers contracts.
Prices of vegetable oils, agricultural commodities tend to fluctuate due to
seasonal, climatic and economic factors, which generally also affect our
competitors.

   Our lighting products are manufactured from glass and industrialized parts.
We purchase these parts from various domestic and foreign distributors and
manufacturers, pursuant to a combination of requirement and other supply
contracts. These materials are currently in adequate supply, and we expect
them to continue to be in adequate supply.

   We have four manufacturing facilities located in southern and western
India.

   Government Regulation and Environmental Matters

   We are subject to several legislative provisions relating to the prevention
of food adulteration, weights and measures, drugs and cosmetics, storage of
explosives, environmental protection, pollution control, essential commodities
and operation of manufacturing facilities. Non-compliance with these
provisions may lead to civil and criminal liability. We are and have been in
compliance with the applicable provisions.

Wipro GE Medical Systems Limited

   In 1990, we formed a joint venture with General Electric called Wipro GE
Medical Systems Limited to learn new technologies and management processes
from world class companies like General Electric and to enter new markets.
General Electric currently holds 51% of the equity in the joint venture and we
hold 49%. The joint venture partners have equal representation on the board of
directors and the chairman of the joint venture is the

                                      55
<PAGE>

chairman of Wipro Limited. The joint venture provides customers in South Asian
markets after sales services for all GE Medical Systems products sold to them.
Products offered in this market consists of GE Medical Systems products
manufactured world wide and portable ultrasound equipment manufactured in
India by this joint venture for the global markets. This venture also
leverages our strength in software development to develop embedded software
for medical equipment designed and developed by General Electric for their
global product portfolio. Our main competitors include Siemens and Philips.

Wipro Fluid Power

   Our fluid power business started in 1975, as a result of our strategy to
enter new emerging markets with profitable business and high margins. We focus
on the hydraulics market, especially the mobile construction equipment
business and believe the growth of this business is linked to the growth of
infrastructure spending in India. We manufacture and sell cylinders and truck
hydraulics, and we also distribute hydraulic steering equipment and pumps,
motors and valves for international companies. Our main competitors include
Hitachi Ltd., Hyundai Motor Company, UT Limited (India) and overseas suppliers
such as the Danfoss Group and Komatsu Ltd.

Human Resources

   We believe that highly trained and motivated people are crucial to the
success of our business. To achieve this, we focus on attracting and retaining
the best people possible. We believe that a combination of our strong brand
name, our working environment and competitive compensation programs allows us
to attract and retain these talented people.

   Our human resource department is centralized at our corporate headquarters
in Bangalore and functions across all of our business segments. We have
implemented corporate-wide recruiting, training, performance evaluation and
compensation programs that are tailored to address the needs of each of our
business segments and employees.

  .  Recruiting. We hire entry level graduates from both the top engineering
     and management universities in India as well as more experienced lateral
     hires from employee referral programs, advertisements, placement
     consultants, our website postings and walk-ins. To supplement entry
     level recruits, we have developed an in-house program we call the Wipro
     Academy of Software Excellence in association with the Birla Institute
     of Technology and Sciences, Pilani, to attract undergraduates who have
     majored in science. Students enrolled in this four year program attend
     classes and work on projects with our IT professionals. They receive an
     M.S. Computer Science degree from Birla Institute of Technology and
     Sciences when they graduate. We provide the faculty and education
     tuition free and often pay students a stipend. We believe this close
     association with our company and access to graduate students gives us a
     unique recruiting advantage. Currently, we have approximately 350
     students in the program.

  .  Training. Each of our new recruits must attend a two week intensive
     training program when they begin working with us. New or recent
     graduates also attend additional training programs that are tailored to
     the area of technology that they have chosen to work in. We also have a
     mandatory continuing education program that requires each IT
     professional to attend at least 40 hours of continuing education classes
     to improve understanding and competency of new technologies, as well as,
     to develop leadership and personal self-development skills. We currently
     have 20 full-time faculty members to provide these training courses. We
     supplement our continuing education program for existing employees by
     sponsoring special programs at leading educational institutions like IIM
     Bangalore to provide special skillset training in areas such as project
     management to any of our IT professionals who choose to enroll. We also
     reserve a small percentage of these classes for our software programmer
     clients who meet the eligibility criteria.

  .  Performance Evaluations. Employees have written performance objectives
     that they develop in cooperation with their respective managers. They
     are measured against these criteria annually in a formal review process
     which includes self-reviews and reviews from peers, managers and
     subordinates.

                                      56
<PAGE>

  .  Compensation. We continually strive to provide our employees with
     competitive and innovative compensation packages. Our compensation
     packages include a combination of salary, stock options, pension and,
     health and disability insurance. We measure our compensation packages
     against industry standards and seek to match or exceed them. We believe
     we were one of the first Indian companies to adopt an employee stock
     purchase plan in 1984. We have devised both business segment performance
     and individual performance linked incentive programs that we believe
     more accurately link performance to compensation for each employee. For
     example, we link cash compensation to a business segment's quarterly
     operating margin objectives.

   As of June 30, 2000, we had 11,321 employees, 7,318 of which were IT
professionals and 1,637 of which were professionals working in our other
business segments.

Intellectual Property

   Our intellectual property rights are important to our business. We rely on
a combination of patent, copyright, trademark and design laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
intellectual property. We require employees, independent contractors and,
whenever possible, vendors to enter into confidentiality agreements upon the
commencement of their relationships with us. These agreements generally
provide that any confidential or proprietary information developed by us or on
our behalf be kept confidential. These agreements also provide that any
confidential or proprietary information disclosed to third parties in the
course of our business be kept confidential by such third parties. However,
our clients usually own the intellectual property in the software we develop
for them.

   Our efforts to protect our intellectual property may not be adequate. Our
competitors may independently develop similar technology or duplicate our
products and/or services. Unauthorized parties may infringe upon or
misappropriate our products, services or proprietary information. In addition,
the laws of India do not protect intellectual property rights to the same
extent as laws in the United States. For example, India does not grant patents
for software applications or products. In the future, litigation may be
necessary to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. Any such litigation
could be time-consuming and costly.

   We could be subject to intellectual property infringement claims as the
number of our competitors grows and our product or service offerings overlap
with competitive offerings. In addition, we may become subject to further such
claims since we may not always be able to verify the intellectual property
rights of third parties from which we license a variety of technologies.
Defending against these claims, even if not meritorious, could be expensive
and divert our attention from operating our company. If we become liable to
third parties for infringing their intellectual property rights, we could be
required to pay a substantial damage awards and be forced to develop non-
infringing technology, obtain a license or cease selling the applications that
contain the infringing technology. The loss of some of our existing licenses
could delay the introduction of software enhancements, interactive tools and
other new products and services until equivalent technology could be licensed
or developed. We may be unable to develop non-infringing technology or obtain
a license on commercially reasonable terms, or at all.

   As of June 30, 2000, we and our subsidiaries held 140 trademarks in India,
including Wipro, Santoor and Wipro Babysoft. Partially as a result of
transferring our trademarks to our wholly-owned subsidiary, Wipro Trademarks
Holding Limited, we have 727 trademark applications pending in India and five
service mark applications pending in the United States. It is uncertain
whether we will obtain registration for these trademarks.

   We have applied for patents in connection with hydraulic stack valve and
hydraulic tipping valve, which are pending in India. We have three registered
and one pending registration for copyrights in India. We also have five
registered designs, and one pending registration. We cannot be sure whether we
will obtain patent, copyright and design registration for any pending
applications.


                                      57
<PAGE>

Facilities

   Our principal corporate offices are located in Bangalore, India. We own
these facilities, which consist of approximately 300,000 square feet and are
located on over 10 acres of land.

   We also have 17 software development centers. Five of these software
development centers are owned by us, two of which are in Bangalore and one
each at Chennai, Mysore and Hyderabad, totaling approximately 550,000 square
feet. We lease the remaining 12 software development centers, eight of which
are in Bangalore and one each at Hyderabad, Gurgaon, Pune and Chennai,
totaling approximately 450,000 square feet.

   We also own seven smaller sales, marketing or administrative offices across
India, totaling approximately 41,000 square feet. We also lease over 25
offices in various locations across India, totaling approximately 100,000
square feet. In addition, we lease 12 offices in the United States, Canada,
Finland, Taiwan, and the United Kingdom, totaling approximately 22,000 square
feet.

   We operate nine manufacturing sites, totaling approximately 1,325,000
square feet. We own seven of these facilities, located in Amalner, Tumkur,
Waluj, Bangalore, Hindupur and Chennai. We lease one facility located in
Pondicherry, and lease-to-own one facility in Mysore.

Legal Proceedings

   As of the date of this prospectus, we do not have any material legal
proceedings pending against us.

                                      58
<PAGE>

                                  MANAGEMENT

Directors and Executive Officers

   The following table sets forth information concerning our directors and
executive officers as of June 30, 2000.

<TABLE>
<CAPTION>
Name                       Age Position
- ----                       --- --------
<S>                        <C> <C>
Azim H. Premji............  54 Chairman of the Board and Managing Director
Ashok Ganguly.............  64 Director
Nachiket Mor..............  36 Director
P. S. Pai.................  57 Vice Chairman of the Board and Executive Officer
B. C. Prabhakar...........  56 Director
Jagdish Sheth.............  61 Director
Vivek Paul................  41 Vice Chairman of the Board and Executive Officer
Arun Thiagarajan..........  55 Vice Chairman of the Board and Executive Officer
Narayan Vaghul............  63 Director
Hamir K. Vissanji.........  74 Director
Dileep Ranjekar...........  49 Executive Vice President, Human Resources
Suresh C. Senapaty........  43 Executive Vice President, Finance
Ram Narayan Agarwal.......  53 Executive Vice President, Quality Information and
                                Knowledge Management
</TABLE>

   Azim H. Premji has been our Chairman of the Board and Managing Director
since September 1968. From September 1964 to August 1966, Mr. Premji studied
engineering at Stanford University.

   Ashok Ganguly has served as our director since January 1999. He has also
been Chairman of ICI India Limited since August 1996. From May 1990 to May
1997 he served as director of Unilever N. V. & Plc. Currently, he is also a
director of ICICI Limited, Mahindra and Mahindra Ltd. and British Airways
Plc., where he also is a member of the Compensation Committee. Dr. Ganguly
holds a B.Sc. in Chemistry from Bombay University, and an M.S. and Ph.D. in
Food Sciences from the University of Illinois.

   Nachiket Mor has served as our director since November 1996. He has also
worked at ICICI Limited since 1987, where he currently is General Manager. Dr.
Mor holds a B.Sc. in Physics from Bombay University, a Post Graduate Diploma
in Management from the Indian Institute of Management, Ahmedabad, and a Ph.D.
in Economics from the University of Pennsylvania.

   P.S. Pai has served as our director, Vice Chairman of the Board and
Executive Officer of Wipro Consumer Care and Lighting since January 1999 and
served as Group President from July 1996 to December 1998. Mr. Pai holds a B.
Engineering from Mysore University.

   B.C. Prabhakar has served as our director since February 1997. He has
practiced law in his own firm since April 1970. Mr. Prabhakar holds a B.A. in
Political Science and Sociology and an L.L.B. from Mysore University.

   Jagdish Sheth has served as our director since January 1999. He has been a
professor at Emory University since July 1991. He has also been a director of
Norstan, Inc. since September 1995, and of Pac West Telecomm since July 1999.
Dr. Sheth holds a B. Commerce from Madras University, an M.B.A. and a Ph.D. in
Behavioral Sciences from the University of Pittsburgh.

   Vivek Paul has served as our director, Vice Chairman of the Board and
Executive Officer of Wipro Technologies since July 1999. From January 1996 to
July 1999, Mr. Paul was General Manager of Global CT Business at General
Electric, Medical Systems Division, and from March 1993 to December 1995 he
served as President and Chief Executive Officer of Wipro GE Medical Systems
Limited. Mr. Paul holds a B. Engineering from the Birla Institute of
Technology and Science, and an M.B.A. from the University of Massachusetts,
Amherst.

                                      59
<PAGE>

   Arun K. Thiagarajan has served as our director, Vice Chairman of the Board
and Executive Officer of Wipro Infotech since February 1999. From September
1998 to February 1999, he served as Managing Director and Country Manager
Consultant for ABB, Zurich, and from September 1994 to September 1998, he
served as Managing Director and Country Manager Consultant for ABB, India. Mr.
Thiagarajan holds an M. Tech from the Royal Institute of Technology, Sweden.
Mr. Thiagarajan has announced that he will be retiring as of December 1, 2000.

   Narayan Vaghul has served as our director since June 1997. He has been
Chairman of the Board of ICICI Limited since September 1985. Mr. Vaghul is
also a director of Mahindra and Mahindra Ltd., Nicholas Piramal India, Ltd.
and Air India Limited. Mr. Vaghul holds a B. Commerce in Banking from Madras
University.

   Hamir K. Vissanji has served as our director since September 1956. He has
been Chief Executive Officer of BMD Chemicals. Pvt Ltd. since January 1995.
Mr. Vissanji holds an M. Commerce from Bombay University.

   Dileep K. Ranjekar has served as our Corporate Executive Vice President,
Human Resources, since February 1995, and has served with us in other
positions since May 1976. Mr. Ranjekar holds a B.Sc. and a Post Graduate
Diploma in Marketing from Pune University, and an M.A. in Personnel Management
and Industrial Relations from the Tata Institute of Social Services.

   Suresh C. Senapaty has served as our Corporate Executive Vice President,
Finance, since January 1995 and served with us in other positions since April
1980. Mr. Senapaty holds a B. Commerce from Utkal University, and is a Fellow
Member of the Institute of Chartered Accountants of India.

   Ram Narayan Agarwal has served as Executive Vice President, Quality
Information and Knowledge Management since September 1999 and served with us
in other positions since January 1977. Mr. Agarwal resigns his position at
Wipro Limited effective as of October 1, 2000 to head our spinoff Wipro
ePeripherals Limited as its Managing Director. Mr. Agarwal holds a B. Tech.
from the Indian Institute of Technology, Kanpur, and a Post Graduate Diploma
in Management from the Indian Institute of Management, Calcutta.

Board Composition

   Our Articles of Association provide that the minimum number of directors
shall be four and the maximum number of directors shall be twelve. Currently,
we have ten directors. Our Articles of Association provide that at least two-
thirds of our directors shall be subject to retirement by rotation. One third
of these directors must retire from office at each annual general meeting of
the shareholders. A retiring director is eligible for re-election. Up to one-
third of our directors can be appointed as permanent directors. Currently,
Azim H. Premji and Nachiket Mor are permanent directors on our Board of
Directors and are not subject to retirement by rotation.

   Our Articles of Association provide that our debenture-holders and
mortgagees have the right to appoint a director, in accordance with the
provisions of the trust deed securing the debentures or the deed creating the
mortgage, as the case may be. This director is referred to as a debenture
director and has the same rights and privileges as an ordinary director on our
Board of Directors. Currently, we do not have any debenture director on our
Board.

   In addition, our Articles of Association allow us to enter into loan
agreements which grant the financial institutions from which we have obtained
loans the right to appoint a special director to our Board of Directors. These
directors are generally not subject to retirement by rotation, but would be so
subject if the number of permanent directors prior to their appointment
exceeded the one-third limit mentioned above. Nachiket Mor has been nominated
by ICICI Limited to our Board of Directors as a special director.

Board Committees

   Audit Committee

   The Audit Committee of the Board of Directors reviews, acts on and reports
to the Board of Directors with respect to various auditing and accounting
matters, including the recommendation of our independent

                                      60
<PAGE>

auditors, the scope of the annual audits, fees to be paid to the independent
auditors, the performance of our independent auditors and our accounting
practices. The members of the Audit Committee are Messrs. Vaghul, Vissanji and
Mor.

  Compensation and Benefit Committee

   The Compensation and Benefit Committee of the Board of Directors, which was
formed in 1987, determines the salaries, benefits and stock option grants for
our employees, directors and other individuals compensated by our company. The
Compensation Committee also administers our compensation plans. The members of
the Compensation Committee are Messrs. Vaghul, Vissanji and Prabhakar.

Director Compensation

   Each of our non-employee directors receives an attendance fee of $45 (Rs.
2,000) for every Board and Committee meeting which had been the maximum amount
payable to such directors under Indian law. In the fiscal year ended March 31,
2000, we paid an aggregate of $3,356 (Rs. 150,000) to our non-employee
directors. Our directors are reimbursed for travel and out-of-pocket expenses
in connection with their attendance at Board and Committee meetings.
Additionally, we also compensate certain of our directors for consulting
services they provide to us. Ashok Ganguly receives approximately $17,897 (Rs.
800,000) per year. Narayan Vaghul receives approximately $17,897 (Rs. 800,000)
per year. B.C. Prabhakar receives approximately $8,949 (Rs. 400,000) per year.
Jagdish Sheth receives approximately $25,000 per year.

Employment Agreements and Indemnification Agreements

   We have entered into employment agreements with Azim H. Premji, P.S. Pai,
Vivek Paul, Arun Thiagarajan, Dileep Ranjekar, Suresh Senapaty and Ram Narayan
Agarwal. These employment agreements provide for up to a 180-day notice
period, up to 21 days of leave in addition to statutory holidays, and annual
compensation review. Additionally, employees are required to relocate as we
may determine, and to comply with confidentiality provisions.

   We also will enter into agreements to indemnify our directors and officers
for claims brought under U.S. laws to the fullest extent permitted by Indian
law. These agreements, among other things, indemnify our directors and
officers for certain expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action
by or in the right of Wipro Limited, arising out of such person's services as
our director or officer.

Executive Compensation

   The following table presents the compensation earned, awarded or paid for
services rendered to us in all capacities for the fiscal year ended March 31,
2000 by our Chairman and Managing Director. No other executive officer, other
than officers on overseas assignments, earned more than $100,000 in salary and
bonus during the fiscal year ended March 31, 2000.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                                 Long-Term
                                 Annual Compensation        Compensation Awards
                              -------------------------    ---------------------
                                                           Restricted   Shares
Name and Principal                                           Stock    Underlying
Position                 Year Salary   Bonus    Other        Awards    Options
- ------------------       ---- ------- -------- --------    ---------- ----------
<S>                      <C>  <C>     <C>      <C>         <C>        <C>
Azim H. Premji.......... 2000 $46,980 $312,293 $142,650(1)     --         --
 Chairman and Managing
 Director
</TABLE>
- --------
(1) Includes $26,846 for housing and $87,332 for pension fund contributions.

                                      61
<PAGE>

Option Grants

   There were no option grants to our Chairman and Managing Director in the
fiscal years ended March 31, 1999 and 2000.

Option Exercises and Holdings

   Our Chairman and Managing Director did not exercise or hold any options
during the fiscal year ended March 31, 1999 and 2000.

Employee Benefit Plans

   2000 ADS Option Plan

   Our 2000 ADS option plan provides for the grant of two types of options to
our employees and directors: incentive stock options, which may provide our
employees with beneficial tax treatment, and nonstatutory stock options. The
2000 ADS option plan was approved by our Board of Directors in September 2000
and by our shareholders on April 26, 2000. Unless terminated sooner by the
Board the 2000 ADS option plan will terminate automatically in September 2010.
A total of 1,500,000 ADSs, representing 1,500,000 equity shares, are currently
reserved for issuance under the 2000 ADS option plan. All options under the
2000 ADS option plan will be exercisable for ADSs.

   Either our Board of Directors or a committee of our Board of Directors will
administer the 2000 ADS option plan. The committee has the power to determine
the terms of the options granted, including the exercise prices, the number of
ADSs subject to each option, the exercisability thereof, and the form of
consideration payable upon such exercise. In addition, the committee has the
authority to amend, suspend, or terminate the 2000 ADS option plan, provided
that no such action may affect any ADS previously issued and sold or any
option previously granted under the 2000 ADS option plan.

   The 2000 ADS option plan generally does not allow for the transfer of
options, and only the optionee may exercise an option during his or her
lifetime. An optionee generally must exercise an option within three months of
termination of service. If an optionee's termination is due to death or
disability, his or her option will fully vest and become exercisable and the
option must be exercised within twelve months after such termination. The
exercise price of incentive stock options granted under the 2000 ADS option
plan must at least equal the fair market value of the ADSs on the date of
grant. The exercise price of nonstatutory stock options granted under the 2000
ADS option plan must at least equal 90% the fair market value of the ADSs on
the date of grant. The term of options granted under the 2000 ADS option plan
may not exceed ten years.

   The 2000 ADS option plan provides that in the event of our merger with or
into another corporation or a sale of substantially all of our assets, the
successor corporation shall either assume the outstanding options or grant
equivalent options to the holders. If the successor corporation neither
assumes the outstanding options nor grants equivalent options, such
outstanding options shall vest immediately, and become exercisable in full.

   2000 Employee Stock Option Plan

   Our 2000 stock plan provides for the grant of stock options to eligible
employees and directors. The creation of our 2000 stock plan was approved by
our Board of Directors on April 26, 2000 and by our shareholders on July 27,
2000. The 2000 stock plan became effective on September 15, 2000 and unless
terminated sooner, the 2000 stock plan will terminate automatically on
September 15, 2010. A total of 25,000,000 equity shares are currently reserved
for issuance pursuant to the 2000 stock plan. All options under the 2000 stock
plan will be exercisable for our equity shares.

   Our compensation and benefits committee appointed by our Board of Directors
administers the 2000 stock plan. The committee has the power to determine the
terms of the options granted, including the exercise price, the number of
shares subject to each option, the exercisability thereof, and the form of
consideration payable

                                      62
<PAGE>

upon such exercise. In addition, the committee has the authority to amend,
suspend or terminate the 2000 stock plan, provided that no such action may
adversely affect the rights of any optionee under the 2000 stock plan.

   The 2000 stock plan generally does not allow for the transfer of options
and only the optionee may exercise an option during his or her lifetime. An
optionee generally must exercise any vested options, within seven days of
termination of service with us. If an optionee's termination is due to death,
disability or retirement, his or her option will fully vest and become
exercisable and generally must be exercised within six months after such
termination. The exercise price of stock options granted under the 2000 stock
plan will be determined by the committee. The term of options granted under
the 2000 stock plan may not exceed six years.

   The 2000 stock plan provides that in the event of our merger with or into
another corporation or a sale of substantially all of our assets, each option
shall be proportionately adjusted to give effect to the merger or asset sale.

   1999 Employee Stock Option Plan

   Our 1999 stock plan provides for the grant of stock options to eligible
employees and directors. The 1999 stock plan was approved by our Board of
Directors on April 30, 1999 and by our shareholders on July 29, 1999. Unless
terminated sooner, the 1999 stock plan will terminate automatically on July
28, 2009. A total of 5,000,000 equity shares are currently reserved for
issuance pursuant to the 1999 stock plan. All options under the 1999 stock
plan will be exercisable for our equity shares.

   Our Compensation and Benefits Committee appointed by our Board of Directors
administers the 1999 stock plan. The committee has the power to determine the
terms of the options granted, including the exercise price, the number of
shares subject to each option, the exercisability thereof, and the form of
consideration payable upon such exercise. In addition, the committee has the
authority to amend, suspend or terminate the 1999 stock plan, provided that no
such action may adversely affect the rights of any optionee under the 1999
stock plan.

   The 1999 stock plan generally does not allow for the transfer of options
and only the optionee may exercise an option during his or her lifetime. An
optionee generally must exercise any vested options, within seven days of
termination of service with us. If an optionee's termination is due to death,
disability or retirement, his or her option will fully vest and become
exercisable and generally must be exercised within six months after such
termination. The exercise price of stock options granted under the 1999 stock
plan will be determined by the committee. The term of options granted under
the 1999 stock plan may not exceed six years.

   The 1999 stock plan provides that in the event of our merger with or into
another corporation or a sale of substantially all of our assets, each option
shall be proportionately adjusted to give effect to the merger or asset sale.

   Wipro Equity Reward Trust

   We established the Wipro Equity Reward Trust, or WERT, in 1984 to allow our
employees to acquire a greater proprietary stake in our success and growth,
and to encourage our employees to continue their association with us. The WERT
is designed to give eligible employees the right to receive such restricted
shares and other compensation benefits at the times and subject to the
conditions that we specify. Such compensation benefits include voluntary
contributions and borrowed cash from us, interest and dividends on investments
in the WERT, and other properties.

   The WERT is administered by a board of trustees which generally consists of
between two and six members as appointed by us. We select eligible employees
to receive grants of shares and other compensation from the WERT, and
communicate this information to the WERT. We select employees based upon
various factors, including, without limitation, an employee's performance,
period of service and status. The WERT awards the number of shares that each
employee is entitled to receive out of the shares we issued to the WERT at its
formation, and determines the time intervals that he or she may elect to
receive them. The shares issued under the WERT are generally not transferable
for a period of four years after the date of issuance to the employee

                                      63
<PAGE>

from the WERT. Shares from the WERT are issued in the joint names of the WERT
and the employee until such restrictions and obligations are fulfilled by the
employee. After the four year period, complete ownership of the shares is
transferred to the employee.

   If the employee terminates employment for any reason other than normal
retirement, disability or death, his or her restricted shares and other rights
under the WERT are generally canceled and transferred back to the WERT. If the
employee terminates employment by death, disability or retirement, his or her
restricted shares are transferred to the employee's legal heirs or continue to
be held by the employee, as the case may be, and such individuals may exercise
any rights to those shares for up to ninety days after the employee's
termination. The Trustees have the authority to amend or terminate the WERT at
any time and for any reason. The WERT is subject to all applicable laws,
rules, regulations and to such approvals by any governmental agencies as may
be required.

   As of June 30, 2000, the WERT holds 1,213,800 of our outstanding shares in
its own name and holds 533,295 of our outstanding shares jointly in the names
of the WERT and participating employees.

                                      64
<PAGE>

                             CERTAIN TRANSACTIONS

   Our directors, Narayan Vaghul and Ashok Ganguly, serve on the Board of
Directors of ICICI Limited, and Nachiket Mor, also one of our directors, is an
employee of ICICI Limited. We believe that all transactions described in this
section are on no less favorable terms to us than on terms that could be
obtained from disinterested third parties.

Wipro Limited transactions with ICICI Limited

   On September 19, 1996 we entered into an Asset Credit Scheme Loan with
ICICI Limited, for an aggregate principal amount of $4,474,272 (Rs.
200,000,000), at an annual interest rate of 1.75% over the ICICI Short Term
Prime Rate, adjusted annually in December. Payments are due quarterly, with
the last payment due on September 15, 2003. The funds were used to purchase
equipment for our various divisions. As of June 30, 2000, the principal amount
of $1,973,154 (Rs. 88,200,000) was outstanding.

   On January 17, 1996 we entered into a Loan Agreement with ICICI Limited for
an aggregate principal amount of $1,789,709 (Rs. 80,000,000), at an annual
interest rate of 1.75% over the ICICI Short Term Prime Rate, adjusted annually
in January. Payments are due quarterly, with the last payment due on January
15, 2001. The funds were used for general corporate purposes. As of June 30,
2000, a principal balance outstanding was $371,365 (Rs. 16,600,000).

   On March 21, 1996, we entered into a Loan Agreement with ICICI Limited, for
an aggregate of $1,789,709 (Rs. 80,000,000), at an annual interest rate of
1.75% over the ICICI Short Term Prime Rate, adjusted annually in January.
Payments are due quarterly, with the last payment due on January 15, 2001. The
funds were used to expand the software development facilities of our Global IT
Services business. As of June 30, 2000, the principal amount of $454,138 (Rs.
20,300,000) was outstanding.

   On December 28, 1999 we entered into a Share Purchase Agreement, pursuant
to which we sold 1,791,385 equity shares of our subsidiary Wipro Net Limited,
which represents 8% of the total equity outstanding, to ICICI Limited for an
aggregate consideration of $22,242,033 (Rs. 994,218,860). The joint venture
agreement with KPN Telecom contemplates the dilution of our stake in Wipro Net
Limited from 55% to 45%, within a limited time frame. This transaction with
ICICI Limited reduces our stake in Wipro Net Limited to 47%. We also entered
into an Option Agreement with ICICI Limited on the same date granting ICICI
Limited a put option to sell the same Wipro Net equity shares back to us at a
price per share which yields a return to ICICI Limited of 13.75% per year,
compounded quarterly, on the original purchase price of $12.42 (Rs. 555) per
equity share. The put option can be exercised between 13 months to 18 months
from the date of the Share Purchase Agreement. Similarly, the Option Agreement
grants us a call option on ICICI Limited which requires it to sell the Wipro
Net equity shares back to us at a price per share which yields a return to
ICICI of 15% per year, compounded quarterly, on the original purchase price of
$12.42 (Rs. 555) per share. The call option can also be exercised between 13
to 18 months from the date of the Share Purchase Agreement. In connection with
this transaction, Mr. Premji has pledged 2,062,595 equity shares of Wipro
Limited that he holds, in favor of ICICI Limited.

Wipro Finance Limited transactions with ICICI Limited

   Our minority-held affiliate, Wipro Finance Limited has obtained the
following loans from ICICI Limited:

  .  A loan in the principal amount of $6,711,409 (Rs. 300,000,000) issued on
     September 28, 1995, at an annual interest rate of 3.25% over the ICICI
     Advance Rate prevailing on the date of disbursement. Payments are due
     quarterly, with the last payment made on April 15, 2000. The funds were
     used to expand operations.

  .  A loan in the principal amount of $11,185,682 (Rs. 500,000,000) issued
     on July 16, 1999, at an annual interest rate of 1.0% over the ICICI
     Short Term Prime Rate prevailing in the date of each disbursement.

                                      65
<PAGE>

     The payment on each disbursement is due in 3 yearly payments. The funds
     were used to repay higher cost loans. As of June 30, 2000, the entire
     principal balance was outstanding.

  .  A loan in the principal amount of $3,355,705 (Rs. 150,000,000) issued on
     February 21, 2000, at an annual interest rate of 1.25% over the ICICI
     Long Term Prime Rate prevailing on the date of each disbursement. The
     payment on each disbursement is due in 12 monthly payments. The funds
     were used to repay higher cost loans. As of June 30, 2000, the entire
     principal balance was outstanding.

                                      66
<PAGE>

                            PRINCIPAL SHAREHOLDERS

   The following table provides information relating to the beneficial
ownership of our equity shares as of June 30, 2000, and as adjusted to reflect
the sale of the ADSs offered hereby, by:

  .  each of our directors and officers;

  .  all of our directors and executive officers as a group; and

  .  each person or group of affiliated persons who is known by us to own
     beneficially 5% or more of our equity shares.

   Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
equity shares subject to options or warrants held by that person that are
currently exercisable or will become exercisable within 60 days after June 30,
2000, are deemed outstanding, while the shares are not deemed outstanding for
purposed of computing percentage ownership of any other person. Unless
otherwise indicated in the footnotes below, the persons and entities named in
the table have sole voting or investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Unless otherwise indicated below, the address of each listed shareholder is
Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560 035, India.

   The number and percentage of shares beneficially owned are based on the
aggregate of (i) 229,156,350 equity shares outstanding as of June 30, 2000 and
(ii) 2,750,000 ADSs, representing 2,750,000 equity shares, issued in this
offering.

<TABLE>
<CAPTION>
                                                      Percentage of Shares
                                                       Beneficially Owned
Name and Address of            Number of Shares  ------------------------------
Beneficial Owner              Beneficially Owned Before Offering After Offering
- -------------------           ------------------ --------------- --------------
<S>                           <C>                <C>             <C>
Directors and Officers
Azim H. Premji (1)...........    195,410,110          85.27%         84.26%

Ashok Ganguly................              0              *              *
  c/o ICI India Limited
  P. Box 6199
  Malabar Hill, Mumbai, India

Nachiket Mor.................              0              *              *
  c/o ICICI Limited
  ICICI Towers
  Bandra Kurla Complex
  Bandra East, Mumbai 51,
   India

P.S. Pai (2).................        465,485              *              *

B. C. Prabhakar .............            100              *              *
  135A Dr. Surveyors Street
  Basavagundi, Bangalore,
   India

Jagdish Sheth................              0              *              *
  1626 Mason Mill Road
  Atlanta, GA 30329

Vivek Paul (3)...............        176,850              *              *
  c/o Wipro Technologies
  1995 El Camino Real, Suite
   200
  Santa Clara, CA 95050
</TABLE>

                                      67
<PAGE>


<TABLE>
<CAPTION>
                                                        Percentage of Shares
                                                         Beneficially Owned
Name and Address of Beneficial   Number of Shares  ------------------------------
Owner                           Beneficially Owned Before Offering After Offering
- ------------------------------  ------------------ --------------- --------------
<S>                             <C>                <C>             <C>
Arun Thiagarajan (4)..........          11,157              *              *
  c/o Wipro Infotech
  88 M.G. Road
  Bangalore, India

Narayan Vaghul ...............               0              *              *
  c/o ICICI Limited
  1 Cenetoph Road
  Teynampet, Chennai 18, India

Hamir K. Vissanji (5).........       1,070,125              *              *
  Commercial Union House
  9 Wallace Street
  Fort, Mumbai 1, India

Dileep K. Ranjekar (6)........           9,370              *              *

Suresh C. Senapaty (7)........          25,750              *              *

Ram Narayan Agarwal (8).......           9,580              *              *

All Directors and Officers as
 a Group (14 persons).........     197,178,527          86.04%         85.03%

5% Shareholders
Azim H. Premji (1)............     195,410,110          85.27%         84.26%

Hasham Traders................      54,376,500          23.73%         23.45%

Prazim Traders................      54,169,500          23.64%         23.36%

Zash Traders..................      54,040,800          23.58%         23.30%
</TABLE>
- --------
 *  Indicates less than 1% of the shares
(1) Includes 54,376,500 shares held by Hasham Traders (a partnership), of
    which Mr. Premji is a partner; 54,169,500 shares held by Prazim Traders (a
    partnership), of which Mr. Premji is a partner; 54,040,800 shares held by
    Zash Traders, a (partnership), of which Mr. Premji is a partner; 6,840,500
    shares held by Napean Trading Investment Co. Pvt. Ltd., of which Mr.
    Premji is a director; 8,965,700 shares held by Regal Investments Trading
    Co. Pvt. Ltd., of which Mr. Premji is a director; 6,940,100 shares held by
    Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director;
    228,900 shares held by members of Mr. Premji's immediate family; 239,100
    shares held jointly by Mr. Premji and members of his immediate family; and
    268,500 shares held by the Azim Premji Charitable Foundation Pvt. Ltd. Mr.
    Premji disclaims beneficial ownership of the 268,500 shares held by the
    Azim Premji Charitable Foundation Pvt. Ltd.
(2) Includes 24,000 shares held by members of Mr. Pai's immediate family and
    shares held jointly by Mr. Pai and the WERT which may be transferred to
    the sole ownership of the WERT if Mr. Pai's employment is terminated prior
    to October 2002. Mr. Pai disclaims beneficial ownership of the shares held
    by members of his immediate family.
(3) Includes shares held jointly by Mr. Paul and the WERT, which may be
    transferred to the sole ownership of the WERT if Mr. Paul's employment is
    terminated.
(4) Includes 2,622 shares held by members of Mr. Thiagarajan's immediate
    family, and shares held jointly with the WERT, which may be transferred to
    the sole ownership of the WERT if Mr. Thiagarajan's employment is
    terminated prior to February 2003. Mr. Thiagarajan disclaims beneficial
    ownership of the 2,622 shares held by members of his immediate family.

                                      68
<PAGE>

(5) Includes 119,550 shares held by members of Mr. Vissanji's immediate family
    131,700 shares held by Bharat Ratansey Trust, of which Mr. Vissanji is a
    Trustee, 643,200 shares held by Bharat Ratansey Family Trust, of which Mr.
    Vissanji is a Trustee, and 15,200 shares held by Ratansey Karsondas
    Executors, of which Mr. Vissanji is an Executor. Mr. Vissanji disclaims
    beneficial ownership of the 119,550 shares held by members of his
    immediate family.
(6) Includes shares held jointly by Mr. Ranjekar and the WERT, which may be
    transferred to the sole ownership of the WERT if Mr. Ranjekar's employment
    is terminated prior to October 2002.
(7) Includes shares held jointly by Mr. Senapaty and the WERT, of which may be
    transferred to the sole ownership of the WERT if Mr. Senapaty's employment
    is terminated prior to October 2002.
(8) Includes 1,750 shares held by members of Mr. Agarwal's immediate family,
    and shares held jointly by Mr. Agarwal and the WERT, which may be
    transferred to the sole ownership of the WERT if Mr. Agarwal's employment
    is terminated prior to October 2002. Mr. Agarwal disclaims beneficial
    ownership and the 1,750 shares held by members of his immediate family.

                                      69
<PAGE>

                         DESCRIPTION OF CAPITAL STOCK

General

   We are authorized to issue 375,000,000 equity shares, $0.044 (Rs. 2) par
value, and 25,000,000 preference shares, $0.22 (Rs. 10) par value. The
following description of our capital stock is subject to and qualified in its
entirety by our Articles of Association, or Articles, and Memorandum of
Association, which are included as exhibits to the registration statements of
which this prospectus forms a part and by the provisions of the Companies Act,
1956, or the Companies Act, which govern our affairs, and other applicable
provisions of Indian law.

   For purposes of this prospectus, "shareholder" means a shareholder who is
registered as a member in the register of members of our company.

Equity Shares

   We have 229,156,350 equity shares outstanding, and options to purchase an
additional 4,985,650 equity shares were issued and outstanding.

Dividends

   Under the Companies Act, unless our Board of Directors recommends the
payment of a dividend, we may not declare a dividend. Similarly, under our
Articles, although the shareholders may, at the annual general meeting,
approve a dividend in an amount less than that recommended by the Board of
Directors, they cannot increase the amount of the dividend. In India,
dividends generally are declared as a percentage of the par value of a
company's equity shares. The dividend recommended by the Board, if any, and
subject to the limitations described above, is distributed and paid to
shareholders in proportion to the paid up value of their shares within 42 days
of the approval by the shareholders at the annual general meeting. Pursuant to
our Articles, our Board of Directors has discretion to declare and pay interim
dividends without shareholder approval. With respect to equity shares issued
during a particular fiscal year, including any equity shares underlying ADSs
issued to the depositary in connection with the offering or in the future,
unless otherwise determined by shareholders, cash dividends declared and paid
for such fiscal year generally will be prorated from the date of issuance to
the end of such fiscal year. Under the Companies Act, dividends can only be
paid in cash to the registered shareholder at a record date fixed on or prior
to the annual general meeting or to his order or his banker's order.

   The Companies Act, 1956 provides that any dividends that remain unpaid or
unclaimed after the 42-day period are to be transferred to a special bank
account. We transfer any dividends that remain unclaimed for seven years from
the date of the transfer is to a fund created by the Indian Government. After
the transfer to this fund, such unclaimed dividends may be claimed only from
the fund.

   Under the Companies Act, dividends may be paid out of profits of a company
in the year in which the dividend is declared or out of the undistributed
profits of previous fiscal years. Before declaring a dividend greater than 10%
of the par value of its equity shares, a company is required under the
Companies Act to transfer to its reserves a minimum percentage of its profits
for that year, ranging from 2.5% to 10% depending upon the dividend percentage
to be declared in such year. The Companies Act further provides that, in the
event of an inadequacy or absence of profits in any year, a dividend may be
declared for such year out of the company's accumulated profits, subject to
the following conditions:

  .  the rate of dividend to be declared may not exceed 10% of its paid up
     capital or the average of the rate at which dividends were declared by
     the company in the prior five years, whichever is less;

  .  the total amount to be drawn from the accumulated profits earned in the
     previous years and transferred to the reserves may not exceed an amount
     equivalent to 10% of its paid up capital and free reserves, and the
     amount so drawn is to be used first to set off the losses incurred in
     the fiscal year before any dividends in respect of preference or equity
     shares are declared; and


                                      70
<PAGE>

  .  the balance of reserves after withdrawals shall not fall below 15% of
     its paid up capital.

   A tax of 22%, including the presently applicable surcharge, of the total
dividend declared, distributed or paid for a relevant period is payable by our
company.

Bonus Shares

   In addition to permitting dividends to be paid out of current or retained
earnings as described above, the Companies Act permits us to distribute an
amount transferred from the general reserve or surplus in our profit and loss
account to our shareholders in the form of bonus shares, which are similar to
a stock dividend. The Companies Act also permits the issuance of bonus shares
from a share premium account. Bonus shares are distributed to shareholders in
the proportion recommended by the Board of Directors. Shareholders of record
on a fixed record date are entitled to receive such bonus shares.

Preemptive Rights and Issue of Additional Shares

   The Companies Act gives shareholders the right to subscribe for new shares
in proportion to their respective existing shareholdings unless otherwise
determined by a special resolution passed by a general meeting of the
shareholders. For approval, this special resolution must be approved by a
number of votes which is not less than three times the number of votes against
the special resolution. If the special resolution is not approved, the new
shares must first be offered to the existing shareholders as of a fixed record
date. The offer must include: (1) the right, exercisable by the shareholders
of record, to renounce the shares offered in favor of any other person; and
(2) the number of shares offered and the period of the offer, which may not be
less than 15 days from the date of offer. If the offer is not accepted it is
deemed to have been declined. Our Board of Directors is authorized under the
Companies Act to distribute any new shares not purchased by the preemptive
rights holders in the manner that it deems most beneficial to our company.

Annual General Meetings of Shareholders

   We must convene an annual general meeting of shareholders within six months
after the end of each fiscal year and may convene an extraordinary general
meeting of shareholders when necessary or at the request of a shareholder or
shareholders holding at least 10% of our paid up capital carrying voting
rights. The annual general meeting of the shareholders is generally convened
by our Secretary pursuant to a resolution of the Board of Directors. Written
notice setting out the agenda of the meeting must be given at least 21 days,
excluding the days of mailing and date of the meeting, prior to the date of
the general meeting to the shareholders of record. Shareholders who are
registered as shareholders on the date of the general meeting are entitled to
attend or vote at such meeting.

   The annual general meeting of shareholders must be held at our registered
office or at such other place within the city in which the registered office
is located; meetings other than the annual general meeting may be held at any
other place if so determined by the Board of Directors. Our registered office
is located at Doddakannelli, Sarjapur Road, Bangalore, Karnataka 560 035,
India.

   Our Articles provide that a quorum for a general meeting is the presence of
at least five shareholders in person.

Voting Rights

   At any general meeting, voting is by show of hands unless a poll is
demanded by a shareholder or shareholders present in person or by proxy
holding at least 10% of the total shares entitled to vote on the resolution or
by those holding shares with an aggregate paid up capital of at least Rs.
50,000. Upon a show of hands, every shareholder entitled to vote and present
in person has one vote and, on a poll, every shareholder

                                      71
<PAGE>

entitled to vote and present in person or by proxy has voting rights in
proportion to the paid up capital held by such shareholders.

   Any shareholder may appoint a proxy. The instrument appointing a proxy must
be delivered to us at least 48 hours prior to the meeting. A proxy may not
vote except on a poll. A corporate shareholder may appoint an authorized
representative who can vote on behalf of the shareholder, both upon a show of
hands and upon a poll.

   Ordinary resolutions may be passed by simple majority of those present and
voting at any general meeting for which the required period of notice has been
given. However, specified resolutions such as amendments to our Articles and
the Memorandum of Association, commencement of a new line of business, the
waiver of preemptive rights for the issuance of any new shares and a reduction
of share capital, require that votes cast in favor of the resolution, whether
by show of hands or poll, are not less than three times the number of votes,
if any, cast against the resolution.

Register of Shareholders; Record Dates; Transfer of Shares

   We maintain a register of shareholders. For the purpose of determining the
shares entitled to annual dividends, the register is closed for a specified
period prior to the annual general meeting. The date on which this period
begins is the record date.

   To determine which shareholders are entitled to specified shareholder
rights, we may close the register of shareholders. The Companies Act requires
us to give at least seven days' prior notice to the public before such
closure. We may not close the register of shareholders for more than thirty
consecutive days, and in no event for more than forty-five days in a year.
Trading of our equity shares, however, may continue while the register of
shareholders is closed.

   Following the introduction of the Depositories Act, 1996, and the repeal of
Section 22A of the Securities Contracts (Regulation) Act, 1956, which enabled
companies to refuse to register transfers of shares in some circumstances, the
equity shares of a public company are freely transferable, subject only to the
provisions of Section 111A of the Companies Act. Since we are a public
company, the provisions of Section 111A will apply to us. Our Articles
currently contain provisions which give our directors discretion to refuse to
register a transfer of shares in some circumstances. Furthermore, in
accordance with the provisions of Section 111A(2) of the Companies Act, our
directors may refuse to register a transfer of shares if they have sufficient
cause to do so. If our directors refuse to register a transfer of shares, the
shareholder wishing to transfer his, her or its shares may file a civil suit
or an appeal with the Company Law Board. Pursuant to Section 111A(3), if a
transfer of shares contravenes any of the provisions of the Indian Securities
and Exchange Board of India Act, 1992 or the regulations issued thereunder or
the Indian Sick Industrial Companies (Special Provisions) Act, 1985 or any
other Indian laws, the Company Law Board may, on application made by the
company, a depositary incorporated in India, an investor, the Securities and
Exchange Board of India or other parties, direct the rectification of the
register of records. The Company Law Board may, in its discretion, issue an
interim order suspending the voting rights attached to the relevant shares
before making or completing its investigation into the alleged contravention.
Notwithstanding such investigation, the rights of a shareholder to transfer
the shares will not be restricted.

   Under the Companies Act, unless the shares of a company are held in a
dematerialized form, a transfer of shares is effected by an instrument of
transfer in the form prescribed by the Companies Act and the rules thereunder
together with delivery of the share certificates. Our transfer agent for our
equity shares is Karvy Consultants Limited located in Bangalore, Karnataka,
India.

Takeover Code and Listing Agreements

   Under the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997, or Takeover Code, upon the
acquisition of more than 5% of the outstanding shares or voting rights of a
publicly-listed Indian company, a purchaser is required to notify the company
and the company and

                                      72
<PAGE>

the purchaser are required to notify all the stock exchanges on which the
shares of such company are listed. An ADS holder would be subject to these
notification requirements.

   Upon the acquisition of 15% or more of such shares or voting rights, or a
change in control of the company, the purchaser is required to make an open
offer to the other shareholders, offering to purchase at least 20% of all the
outstanding shares of the company at a minimum offer price as determined
pursuant to the Takeover Code. Since we are a listed company in India, the
provisions of the Takeover Code will apply to us. However, the Takeover Code
provides for a specific exemption from this provision to an ADS holder and
states that this provision will apply to an ADS holder only once he or she
converts the ADSs into the underlying equity shares.

   We have entered into listing agreements with each of the Indian Stock
Exchanges on which our equity shares are listed. Each of the listing
agreements provides that if an purchase of a listed company's shares results
in the purchaser and its affiliates holding more than 5% of the company's
outstanding equity shares or voting rights, the purchaser and the company must
report its holding to the company and the relevant stock exchange(s). The
agreements also provide that if an acquisition results in the purchaser and
its affiliates holding equity shares representing more than 15% of the voting
rights in the company, then the purchaser must, before acquiring such equity
shares, make an offer on a uniform basis to all remaining shareholders of the
company to acquire equity shares that have at least an additional 20% of the
voting rights of the total equity shares of the company at a prescribed price.

   Although the provisions of the listing agreements entered into between us
and the Indian Stock Exchanges on which our equity shares are listed will not
apply to equity shares represented by ADSs, holders of ADSs may be required to
comply with such notification and disclosure obligations pursuant to the
provisions of the Deposit Agreement to be entered into by such holders, our
company and a depositary.

Disclosure of Ownership Interest

   Section 187C of the Companies Act requires beneficial owners of shares of
Indian companies who are not holders of record to declare to us details of the
holder of record and the holder of record to declare details of the beneficial
owner. Any lien, promissory note or other collateral agreement created,
executed or entered into with respect to any equity share by its registered
owner, or any hypothecation by the registered owner of any equity share, shall
not be enforceable by the beneficial owner or any person claiming through the
beneficial owner if such declaration is not made. Failure to comply with
Section 187C will not affect our obligation to register a transfer of shares
or to pay any dividends to the registered holder of any shares pursuant to
which the declaration has not been made. While it is unclear under Indian law
whether Section 187C applies to holders of ADSs, in the absence of any
specific exemption from the Department of Company Affairs, the reporting
requirements under this section could be enforced against holders of ADSs. It
is clear, however, that investors who exchange ADSs for the underlying equity
shares will be subject to the requirements of Section 187C. Any investor who
fails to comply with these requirements may be liable for a fine of up to Rs.
1000 for each day such failure continues. Additionally, if we fail to comply
with the provisions of Section 187C, then our company, and every one of our
officers, may be liable for a fine of up to Rs. 100 for each day the default
continues. Additionally, holders of ADSs may be required to comply with the
notification and disclosure obligations pursuant to the provisions of the
deposit agreement to be entered into by us, such holders and a depositary.

Audit and Annual Report

   At least 21 days before the annual general meeting of shareholders
excluding the days of mailing and receipt, we must distribute to our
shareholders a detailed version of our audited balance sheet and profit and
loss account and the related reports of the Board and the auditors, together
with a notice convening the annual general meeting. Under the Companies Act,
we must file the balance sheet and annual profit and loss account presented to
the shareholders within 30 days of the conclusion of the annual general
meeting with the Registrar of Companies in Bangalore, India. We must also file
an annual return containing a list of our shareholders and other information,
within 60 days of the conclusion of the meeting.

                                      73
<PAGE>

Company Acquisition of Equity Shares

   Under the Companies Act, approval of at least 75% of a company's
shareholders voting on the matter and approval of the High Court of the state
in which the registered office of the company is situated is required
to reduce a company's share capital. A company may, under some circumstances,
acquire its own equity shares without seeking the approval of the High Court.
However, a company would have to extinguish the shares it has so acquired
within the prescribed time period. A company is not permitted to acquire its
own shares for treasury operations.

   An acquisition by a company of its own shares that does not rely on an
approval of the High Court must comply with prescribed rules, regulations and
conditions of the Companies Act. In addition, public companies which are
listed on a recognized stock exchange in India must comply with the provisions
of the Securities and Exchange Board of India (Buy-back of Securities)
Regulations, 1998, or Buy-back Regulations. Since we are a public company
listed on several recognized stock exchanges in India, we would have to comply
with the relevant provisions of the Companies Act and the provisions of the
Buy-back Regulations.

Liquidation Rights

   Subject to the rights of creditors, employees and the holders of any shares
entitled by their terms to preferential repayment over the equity shares, if
any, in the event of our winding-up the holders of the equity shares are
entitled to be repaid the amounts of paid up capital or credited as paid upon
those equity shares. All surplus assets after payments to the holders of any
preference shares at the commencement of the winding-up shall be paid to
holders of equity shares in proportion to their shareholdings.

Preference Shares

   As of June 30, 2000, 25,000,000 redeemable cumulative preference shares
were issued and outstanding, all of which are issued to a financial
institution. These preference shares pay cumulative dividends at the rate of
10.25% per year, and are mandatorily redeemable at par value in December 2000.

   Preference shares have preferential dividend and liquidation rights.
Preference shares may be redeemed if they are fully paid, and only out of the
profits of the company, or out of the proceeds of the sale of shares issued
for purposes of such redemption. Holders of preference shares do not have the
right to vote at shareholder meetings, except on resolutions which directly
affect the rights of their preference shares. However, holders of cumulative
preference shares have the right to vote on every resolution at any meeting of
the shareholders if the dividends due on the preference shares have not been
paid, in whole or in part, for a period of at least two years prior to the
date of the meeting.

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                   DESCRIPTION OF AMERICAN DEPOSITARY SHARES

The Depositary

   Who is the depositary?

   Morgan Guaranty Trust Company of New York, or Morgan Guaranty Trust, a New
York banking corporation, is a commercial bank offering a wide range of
banking and trust services to its customers in the New York metropolitan area,
throughout the United States and around the world. The depositary's office is
located at 60 Wall Street, New York, NY 10260.

American Depositary Receipts

   Morgan Guaranty Trust as depositary will issue the ADSs which you will be
entitled to receive in this offering. Each ADS will represent an ownership
interest in one equity share which we will deposit with the custodian, as
agent of the depositary, under the deposit agreement among ourselves, the
depositary and yourself as an ADR holder. In the future, each ADS will also
represent any securities, cash or other property deposited with the depositary
but not distributed by it directly to you. Your ADSs will be evidenced by what
are known as American Depositary Receipts or ADRs.

   You may hold ADSs either directly or indirectly through your broker or
other financial institution. If you hold ADSs directly, by having an ADS
registered in your name on the books of the depositary, you are an ADR holder.
This description assumes you hold your ADSs directly. If you hold the ADSs
through your broker or financial institution nominee, you must rely on the
procedures of such broker or financial institution to assert the rights of an
ADR holder described in this section. You should consult with your broker or
financial institution to find out what those procedures are.

   Because the depositary's nominee will actually be the registered owner of
the shares, you must rely on it to exercise the rights of a shareholder on
your behalf. The obligations of the depositary and its agents are set out in
the deposit agreement. The deposit agreement and the ADSs are governed by New
York law.

   The following is a summary of the material terms of the deposit agreement.
Because it is a summary, it does not contain all the information that may be
important to you. For more complete information, you should read the entire
deposit agreement and the form of ADR which contains the terms of your ADSs.
You can read a copy of the deposit agreement which is filed as an exhibit to
the Registration Statement of which this Prospectus forms a part. You may also
obtain a copy of the deposit agreement at the SEC's Public Reference Room
which is located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-732-0330.

Share Dividends and Other Distributions

   How will I receive dividends and other distributions on the shares
   underlying my ADSs?

   We may make various types of distributions with respect to our securities.
The depositary has agreed to pay to you the cash dividends or other
distributions it or the custodian receives on shares or other deposited
securities, after deducting its expenses. You will receive these distributions
in proportion to the number of underlying shares your ADSs represent.

   Except as stated below, to the extent the depositary is legally permitted
it will deliver such distributions to ADR holders in proportion to their
interests in the following manner:

  .  Cash. The depositary shall convert cash distributions from foreign
     currency to U.S. dollars if this is permissible and can be done on a
     reasonable basis. The depositary will endeavor to distribute such cash
     in a practicable manner, and may deduct any taxes required to be
     withheld, any expenses of converting foreign currency and transferring
     funds to the United States, and certain other expenses and

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<PAGE>

     adjustments. In addition, before making a distribution the depositary
     will deduct any taxes withheld. As an ADS holder, you will receive only
     dividends prorated from the date of issuance of the equity shares
     underlying your ADSs to the end of the fiscal year for which the
     dividends are declared and paid. As a result, you will receive only a
     portion of dividends for year 2000. This disparity in dividend treatment
     increases the probability that the price of the ADSs may not trade on
     par with the price of the equity shares as quoted on the stock exchanges
     in India on which our equity shares are traded, and may reduce the
     liquidity of the ADSs. ADSs withdrawn from the depositary bank in
     exchange for the underlying equity shares prior to payment of the year
     2000 dividend will receive proceeds reduced by the difference between
     the full dividend and the prorated dividend, upon sale of and payment
     for the underlying equity shares. If exchange rates fluctuate during a
     time when the depositary cannot convert a foreign currency, you may lose
     some or all of the value of the distribution.

  .  Shares. In the case of a distribution in shares, the depositary will
     issue additional ADRs to evidence the number of ADSs representing such
     shares. Only whole ADSs will be issued. Any shares which would result in
     fractional ADSs will be sold and the net proceeds will be distributed to
     the ADR holders entitled thereto.

  .  Rights to receive additional shares. In the case of a distribution of
     rights to subscribe for additional shares or other rights, if we provide
     satisfactory evidence that the depositary may lawfully distribute such
     rights, the depositary may arrange for ADR holders to instruct the
     depositary as to the exercise of such rights. However, if we do not
     furnish such evidence or if the depositary determines it is not
     practical to distribute such rights, the depositary may:

    .  sell such rights if practicable and distribute the net proceeds as
       cash; or

    .  allow such rights to lapse, in which case ADR holders will receive
       nothing.

    We have no obligation to file a registration statement under the
    Securities Act in order to make any rights available to ADR holders.

  .  Other Distributions. In the case of a distribution of securities or
     property other than those described above, the depositary may either:

    .  distribute such securities or property in any manner it deems fair
       and equitable;

    .  sell such securities or property and distribute any net proceeds in
       the same way it distributes cash; or,

    .  hold the distributed property in which case the ADSs will also
       represent the distributed property.

   Any U.S. dollars will be distributed by checks drawn on a bank in the
United States for whole dollars and cents; fractional cents will be withheld
without liability for interest and added to future cash distributions.

   The depositary may choose any practical method of distribution for any
specific ADR holder, including the distribution of foreign currency,
securities or property, or it may retain such items, without paying interest
on or investing them, on behalf of the ADR holder as deposited securities.

   The depositary is not responsible if it decides that it is unlawful or
impractical to make a distribution available to any ADR holders.

   There can be no assurances that the depositary will be able to convert any
currency at a specified exchange rate or sell any property, rights, shares or
other securities at a specified price, nor that any of such transactions can
be completed within a specified time period.


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<PAGE>

Deposit, Withdrawal and Cancellation

   How does the depositary issue ADSs?

   The depositary will issue ADSs upon the deposit of shares or evidence of
rights to receive shares with the custodian. In the case of the ADSs to be
issued under this prospectus, we will arrange with the underwriters named
herein to deposit such shares. Except for shares deposited by us, no shares
may be deposited by persons located in India, residents of India or for, or on
the account of, such persons.

   Shares deposited in the future with the custodian must be accompanied by
certain documents, including instruments showing that such shares have been
properly transferred or endorsed to the person on whose behalf the deposit is
being made. After the closing of the offering to which this prospectus
relates, unless otherwise agreed by the depositary and ourselves and permitted
by applicable law, only the following may be deposited with the depositary or
custodian:

  .  shares issued as a dividend or free distribution in respect of deposited
     securities;

  .  shares subscribed for or acquired by holders from us through the
     exercise of rights distributed by us to such persons in respect of
     shares; and

  .  securities issued by us as a result of any change in par value,
     subdivision, consolidation and other reclassification of deposited
     securities or otherwise.

We will inform the depositary if any of the shares permitted to be deposited
do not rank pari passu with the shares issued in this offering and the
depositary will arrange for the ADSs issuable with respect to such shares to
be differentiated from those issued in this offering until such time as they
rank pari passu with the shares issued in this offering.

   The custodian will hold all deposited shares, including those being
deposited by or on our behalf in connection with the offering to which this
prospectus relates, for the account of the depositary. ADR holders thus have
no direct ownership interest in the shares and only have such rights as are
contained in the deposit agreement. The custodian will also hold any
additional securities, property and cash received on or in substitution for
the deposited shares. The deposited shares and any such additional items are
referred to as "deposited securities".

   Upon each deposit of shares, receipt of related delivery documentation and
compliance with the other provisions of the deposit agreement, including the
payment of the fees and charges of the depositary and any taxes or other fees
or charges owing, the depositary will issue an ADR or ADRs in the name of the
person entitled thereto evidencing the number of ADSs to which such person is
entitled. Certificated ADRs will be delivered at the depositary's principal
New York office or any other location that it may designate as its transfer
office.

 How do ADR holders cancel an ADS and obtain deposited securities?

   When you turn in your ADS at the depositary's office, the depositary will,
upon payment of certain applicable fees, charges and taxes, and upon receipt
of proper instructions, deliver the underlying shares at the custodian's
office. At your risk, expense and request, the depositary may deliver at such
other place as you may request.

   The depositary may only restrict the withdrawal of deposited securities in
connection with:

  .  temporary delays caused by closing our transfer books or those of the
     depositary, or the deposit of shares in connection with voting at a
     shareholders' meeting, or the payment of dividends;

  .  the payment of fees, taxes and similar charges; or

  .  compliance with any U.S. or foreign laws or governmental regulations
     relating to the ADRs.

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<PAGE>

   This right of withdrawal may not be limited by any other provision of the
deposit agreement. Unless applicable law changes, once withdrawn, shares may
not be redeposited under the deposit agreement.

   If you withdraw the shares evidenced by your ADSs, a stamp duty of
currently 0.5 per cent of the market value of the shares will be charged to
you in respect of such withdrawn shares; provided, however, you will not be
required to pay such stamp duty for transfer of shares held in dematerialized
form. Any subsequent transfer of shares by you after withdrawal will require
the approval of the Reserve Bank of India, which approval must be obtained by
your purchaser and us under the Foreign Exchange Management Act, 1999 unless
the transfer is on a stock exchange or in connection with an offer under the
Indian takeover regulations.

Voting Rights

   How do I vote?

   If you are an ADR holder and the depositary asks you to provide it with
voting instructions, you may instruct the depositary how to exercise the
voting rights for the shares which underlie your ADSs. After receiving voting
materials from us, the depositary will notify the ADR holders of any
shareholder meeting or solicitation of consents or proxies. This notice will
describe how you may instruct the depositary to exercise the voting rights for
the shares which underlie your ADSs. For instructions to be valid, the
depositary must receive them on or before the date specified. The depositary
will try, as far as is practical, subject to the provisions of and governing
the underlying shares or other deposited securities, to vote or to have its
agents vote the shares or other deposited securities as you instruct. The
depositary will only vote or attempt to vote as you instruct. The depositary
will not itself exercise any voting discretion. Neither the depositary nor its
agents are responsible for any failure to carry out any voting instructions,
for the manner in which any vote is cast or for the effect of any vote.

   There is no guarantee that you will receive voting materials in time to
instruct the depositary to vote and it is possible that you, or persons who
hold their ADSs through brokers, dealers or other third parties, will not have
the opportunity to exercise a right to vote.

Record Dates

   The depositary will fix record dates for the determination of the ADR
holders who will be entitled:

  .  to receive a dividend, distribution or rights; or

  .  to give instructions for the exercise of voting rights at a meeting of
     holders of ordinary shares or other deposited securities;

  .  all subject to the provisions of the deposit agreement.

Reports and Other Communications

   Will I be able to view reports from the Company?

   The depositary will make available for inspection by ADR holders any
written communications from the Company which are both received by the
custodian or its nominee as a holder of deposited securities and made
generally available to the holders of deposited securities. These
communications will be furnished by us in English when so required by any
rules or regulations of the Securities and Exchange Commission.

Fees and Expenses

   What fees and expenses will I be responsible for paying?

   ADR holders will be charged a fee for each issuance of ADSs, including
issuances resulting from distributions of shares, rights and other property,
and for each surrender of ADSs in exchange for deposited

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securities. The fee in each case is $5.00 for each 100 ADSs, or any portion
thereof, issued or surrendered. ADR holders or persons depositing shares may
also be charged the following expenses:

  .  stock transfer or other taxes and other governmental charges;

  .  cable, telex and facsimile transmission and delivery charges;

  .  transfer or registration fees for the registration of transfer of
     deposited securities on any applicable register in connection with the
     deposit or withdrawal of deposited securities; and

  .  expenses of the depositary in connection with the conversion of foreign
     currency into U.S. dollars.

   We will pay all other charges and expenses of the depositary and any agent
of the depositary, except the custodian, pursuant to agreements from time to
time between us and the depositary. The fees described above may be amended
from time to time.

Payment of Taxes

   ADR holders must pay any tax or other governmental charge payable by the
custodian or the depositary on any ADS or ADR, deposited security or
distribution. If an ADR holder owes any tax or other governmental charge, the
depositary may:

  .  deduct the amount thereof from any cash distributions, or,

  .  sell deposited securities and deduct the amount owing from the net
     proceeds of such sale. In either case the ADR holder remains liable for
     any shortfall.

Additionally, if any tax or governmental charge is unpaid, the depositary may
also refuse to effect any registration, registration of transfer, split-up or
combination of deposited securities or withdrawal of deposited securities,
except under limited circumstances mandated by securities regulations. If any
tax or governmental charge is required to be withheld on any non-cash
distribution, the depositary may sell the distributed property or securities
to pay such taxes and distribute any remaining net proceeds to the ADR holders
entitled to them.

Reclassifications, Recapitalizations and Mergers

   If we take certain actions that affect the deposited securities, including:

  .  any change in par value, split-up, consolidation, cancellation or other
     reclassification of deposited securities, or,

  .  any recapitalization, reorganization, merger, consolidation,
     liquidation, receivership, bankruptcy or sale of all or substantially
     all of our assets, then the depositary may choose to:

    .  amend the form of ADR;

    .  distribute additional or amended ADRs;

    .  distribute cash, securities or other property it has received in
       connection with such actions;

    .  sell any securities or property received and distribute the proceeds
       as cash; or

    .  none of the above.

   If the depositary does not choose any of the above options, any of the
cash, securities or other property it receives will constitute part of the
deposited securities and each ADS will then represent a proportionate interest
in such property.


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Amendment and Termination

   How may the deposit agreement be amended?

   We may agree with the depositary to amend the deposit agreement and the ADSs
without your consent for any reason. ADR holders must be given at least 30
days' notice of any amendment that imposes or increases any fees or charges
except for taxes and other charges specifically payable by ADR holders under
the deposit agreement, or affects any substantial existing right of ADR
holders. If an ADR holder continues to hold ADRs or ADRs after being so
notified, such ADR holder will be considered to have agreed to such amendment.
Notwithstanding the foregoing, an amendment can become effective before notice
is given if this is necessary to ensure compliance with a new law, rule or
regulation.

   No amendment will impair your right to surrender your ADSs and receive the
underlying securities. If a governmental body adopts new laws or rules which
require the deposit agreement or the ADS to be amended, we and the depositary
may make the necessary amendments, which could take effect before you receive
notice thereof.

   How may the deposit agreement be terminated?

   The depositary may terminate the deposit agreement by giving the ADR holders
at least 30 days' prior notice, and it must do so at our request. After
termination, the depositary's only responsibility will be:

  .  to deliver deposited securities to ADR holders who surrender their ADRs,
     and,

  .  to hold or sell distributions received on deposited securities.

As soon as practicable after the expiration of six months from the termination
date, the depositary will sell the deposited securities which remain and hold
the net proceeds of such sales, without liability for interest, in trust for
the ADR holders who have not yet surrendered their ADRs. After making such
sale, the depositary shall have no obligations except to account for such
proceeds and other cash. The depositary will not have to invest such proceeds
or pay interest on them.

Limitations on Obligations and Liability to ADR holders

   Limits on our obligations and the obligations of the depositary; limits on
   liability to ADR holders and holders of ADSs

   The deposit agreement expressly limits the obligations and liability of the
depositary, ourselves and our respective agents. Neither we nor the depositary
nor any such agent will be liable if it:

  .  is prevented or hindered in performing any obligation by circumstances
     beyond its control, including, without limitation, requirements of law,
     rule, regulation, the terms of the deposited securities, and acts of
     God;

  .  exercises or fails to exercise discretion under the deposit agreement;

  .  performs its obligations without gross negligence or bad faith;

  .  takes any action based on advice or information from legal counsel,
     accountants, any person presenting shares for deposit, any holder, or
     any other qualified person; or

  .  relies on any documents it believes in good faith to be genuine and to
     have been properly executed.

   Neither the depositary nor its agents have any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
deposited securities or the ADRs. We and our agents shall only be obligated to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any deposited securities or the ADRs, which in our opinion may involve us in
expense or liability, if indemnity satisfactory to us against all expense,
including fees and disbursements of counsel and liability is furnished as often
as we require.

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<PAGE>

   The depositary will not be responsible for failing to carry out
instructions to vote the ADSs or for the manner in which the ADSs are voted or
the effect of the vote.

   The depositary may own and deal in deposited securities and in ADSs.

Disclosure of Interest in ADSs

   We may from time to time request you and other holders and beneficial
owners of ADSs to provide information as to:

  .  the capacity in which you and other holders and beneficial owners own or
     owned ADSs;

  .  the identity of any other persons then or previously interested in such
     ADSs; and

  .  the nature of such interest and various other matters.

   You agree to provide any information requested by us or the depositary
pursuant to the deposit agreement. The depositary has agreed to use reasonable
efforts to comply with written instructions received from us requesting that
it forward any such requests to you and other holders and beneficial owners
and to forward to us any responses to such requests to the extent permitted by
applicable law.

   We may restrict transfers of the shares where any such transfer might
result in ownership of shares in contravention of, or exceeding the limits
under, the governmental approval which we received from the Indian government
in connection with this offering, applicable law or our organizational
documents. We also may also instruct you that we are restricting the transfers
of ADSs where such transfer may result in the total number of shares
represented by the ADSs beneficially owned by you contravene or exceed the
limits under the governmental approval which we received from the Indian
government in connection with this offering, applicable law or our
organizational documents. We reserve the right to instruct you to deliver your
ADSs for cancellation and withdrawal of the shares underlying such ADSs.

Requirements for Depositary Actions

   We, the depositary or the custodian may refuse to;

  .  issue, register or transfer an ADR or ADRs;

  .  effect a split-up or combination of ADRs;

  .  deliver distributions on any such ADRs; or

  .  permit the withdrawal of deposited securities, unless the deposit
     agreement provides otherwise, until the following conditions have been
     met:

    .  the holder has paid all taxes, governmental charges, and fees and
       expenses as required in the deposit agreement;

    .  the holder has provided the depositary with any information it may
       deem necessary or proper, including, without limitation, proof of
       identity and the genuineness of any signature; and

    .  the holder has complied with such regulations as the depositary may
       establish under the deposit agreement.

   The depositary may also suspend the issuance of ADSs, the deposit of
shares, the registration, transfer, split-up or combination of ADRs, or the
withdrawal of deposited securities (unless the deposit agreement provides
otherwise), if the register for ADRs or any deposited securities is closed or
if we or the depositary decides it is advisable to do so.


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Books of Depositary

   The depositary or its agent will maintain a register for the registration,
registration of transfer, combination and split-up of ADRs. You may inspect
such records at such office during regular business hours, but solely for the
purpose of communicating with other holders in the interest of business
matters relating to the deposit agreement.

   The depositary will maintain facilities to record and process the issuance,
cancellation, combination, split-up and transfer of ADRs. These facilities may
be closed from time to time, to the extent not prohibited by law.

Pre-release of ADSs

   The depositary may issue ADRs prior to the deposit with the custodian of
shares or rights to receive shares. This is called a pre-release of the ADS. A
pre-release is closed out as soon as the underlying shares, or other ADRs, are
delivered to the depositary. The depositary may pre-release ADSs only if:

  .  the depositary has received collateral for the full market value of the
     pre-released ADRs; and

  .  each recipient of pre-released ADRs agrees in writing that he or she:

    .  owns the underlying shares;

    .  assigns all rights in such shares to the depositary;

    .  holds such shares for the account of the depositary; and

    .  will deliver such shares to the custodian as soon as practicable,
       and promptly if the depositary so demands.

   In general, the number of pre-released ADSs will not evidence more than 30%
of all ADSs outstanding at any given time, excluding those evidenced by pre-
released ADRs. However, the depositary may change or disregard such limit from
time to time as it deems appropriate.

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            RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

   Prior to June 1, 2000, foreign investment in Indian securities, including
the acquisition, sale and transfer of securities in Indian companies, was
regulated by the Foreign Exchange Regulation Act, 1973. As of June 1, 2000,
foreign investment in and divestment from Indian securities have been
regulated by the provisions of the Foreign Exchange Management Act, 1999, the
rules and regulations issued by the Reserve Bank of India thereunder, and the
notifications issued by the Ministry of Finance of the Government of India. A
summary of the regulatory environment for foreign investment in India is
provided below.

ADR Guidelines

   Pursuant to recent changes in Indian policy, and subject to the fulfillment
of certain conditions, Indian companies issuing ADRs are no longer required to
obtain approval of the Ministry of Finance or the Reserve Bank of India under
the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depositary Receipt Mechanism) Scheme, 1993 (the "Scheme"), as amended from
time to time. Although we will not require approval of either the Ministry of
Finance or the Reserve Bank of India, we will be required to furnish full
particulars of the issue, including the underlying equity shares representing
the ADRs to the Ministry of Finance and the Reserve Bank of India within 30
days following the completion of this offering. In addition, we will be
required to furnish a quarterly return to the Reserve Bank of India within 15
days of the close of each calendar quarter.

   The Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme
is distinct from other policies described below relating to investments in
Indian companies by foreign investors. The issuance of ADSs pursuant to the
Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme also
affords to holders of ADSs the benefits of Sections 115AC and 115ACA of the
Income-tax Act, 1961 for purposes of the application of Indian tax law.

Foreign Direct Investment

   Previously, there were limits on foreign equity holdings in all Indian
companies. The Government of India formed the Foreign Investment Promotion
Board, or FIPB, to negotiate with large foreign companies wishing to make
long-term investments in India. Over time, the Government of India has relaxed
the restrictions on foreign investment considerably.

   Currently, subject to certain exceptions, foreign direct investment and
investment by individuals of Indian nationality or origin residing outside
India, or non-resident Indians, and overseas corporate bodies at least 60%
owned by such persons, or overseas corporate bodies in Indian companies does
not require the prior approval of the FIPB. Furthermore, in all cases no prior
approval of the Reserve Bank of India is required. Although under the current
regulatory environment we would not require the prior approval of the FIPB for
the foreign investment in our company, we have applied to the FIPB for their
approval for this offering. The Government of India has indicated that in all
cases the Reserve Bank of India would continue to be the primary agency for
the purposes of monitoring and regulating foreign investment. In cases where
FIPB approval is obtained, no prior approval of the Reserve Bank of India is
required, although a declaration in the prescribed form, detailing the foreign
investment, must be filed with the Reserve Bank of India once the foreign
investment is made in the Indian company. Once we receive the FIPB approval,
we will file the required declaration with the Reserve Bank of India. In cases
where no prior approval of the FIPB is required, a declaration in the
prescribed form, detailing the foreign investment, must be filed with the
Reserve Bank of India once the foreign investment is made in the Indian
company.

   The foregoing description applies only to an issuance by Indian companies,
not to a transfer of shares.

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Portfolio Investment by Non-Resident Indians and Overseas Corporate Bodies

   A variety of methods for investing in shares of Indian companies are
available to individuals of Indian nationality or origin residing outside
India, or non-resident Indians, and to overseas corporate bodies at least 60%
owned by such persons, or overseas corporate bodies. These methods allow non-
resident Indians and overseas corporate bodies to make portfolio investments
in shares and other securities of Indian companies on a basis not generally
available to other foreign investors. In addition to portfolio investments in
Indian companies, non-resident Indians and overseas corporate bodies may also
make foreign direct investments in Indian companies pursuant to the foreign
direct investment route discussed above.

Portfolio Investment by Foreign Institutional Investors

   In September 1992, the Government of India issued guidelines which enable
foreign institutional investors, including institutions such as pension funds,
investment trusts, asset management companies, nominee companies and
incorporated/institutional portfolio managers, to make portfolio investments
in all securities of listed and unlisted companies in India. Under the
guidelines, foreign institutional investors must be registered with the
Securities and Exchange Board of India and obtain a general permission from
the Reserve Bank of India under the Foreign Exchange Management Act, 1999.
However, since the Securities and Exchange Board of India provides a single
window clearance, a single application must be made to the Securities and
Exchange Board of India.

   Foreign institutional investors are required to comply with the provisions
of the Securities and Exchange Board of India (Foreign Institutional
Investors) Regulations, 1995, or foreign institutional investor regulations. A
registered foreign institutional investor may buy, subject to the ownership
restrictions discussed below, and sell freely securities issued by any Indian
company, realize capital gains on investments made through the initial amount
invested in India, subscribe to or renounce rights offerings for shares,
appoint a domestic custodian for custody of investments made and repatriate
the capital, capital gains, dividends, income received by way of interest and
any compensation received towards sale or renunciation of rights offerings of
shares.

   In addition to making portfolio investments in Indian companies, foreign
institutional investors may make foreign direct investments in Indian
companies pursuant to the foreign direct investment route discussed above.

   There is uncertainty under Indian law as to the tax regime applicable to
foreign institutional investors that hold and trade ADSs. Foreign
institutional investors are urged to consult with their Indian legal and tax
advisors.

Ownership Restrictions

   The Securities and Exchange Board of India and the Reserve Bank of India
regulations restrict portfolio investments in Indian companies by foreign
institutional investors, non-resident Indians and overseas corporate bodies,
all of which we refer to as foreign portfolio investors. Under current Indian
law, foreign institutional investors in the aggregate may hold no more than
24% of the equity shares of an Indian company, and non-resident Indians and
overseas corporate bodies in aggregate may hold no more than 10% of the shares
of an Indian company through portfolio investments. The 24% limit referred to
above may be increased to 40% if the shareholders of the company pass a
special resolution to that effect. The 10% limit referred to above may be
increased to 24% if the shareholders of the company pass a special resolution
to that effect. No single foreign institutional investor may hold more than
10% of the shares of an Indian company and no single non-resident Indian or
overseas corporate body may hold more than 5% of the shares of an Indian
company.

                                      84
<PAGE>

                         GOVERNMENT OF INDIA APPROVALS

   Approval of the Foreign Investment Promotion Board for foreign direct
investment by ADS holders is required and has been obtained. A copy of the
FIPB approval is available for public inspection at our corporate offices, or
will be provided upon written request to our Chief Financial Officer.

   We are not required to obtain the prior approval of the Ministry of Finance
and the Reserve Bank of India for this offering of ADSs. However, we will be
required to furnish full particulars of the issue, including the number of
ADRs issued, the percentage of the foreign shareholding in our company
subsequent to this offering and detailed parameters of the issue to the
Ministry of Finance and the Reserve Bank of India within 30 days of this
offering. We will also be required to file quarterly returns with the Reserve
Bank of India within 15 days of the close of each calendar quarter. In
addition to the details mentioned above, we will be required to file details
of the listing arrangements, total amount raised, the amount retained abroad
and other relevant details regarding the launching and initial trading of the
ADRs with the Reserve Bank of India. We are also required to furnish to the
Reserve Bank of India the capital structure of our company prior to this
offering as well as the capital structure after this offering, within 30 days
of this offering. We are also required to inform the Reserve Bank of India of
any repatriation of issue proceeds held abroad immediately on such
repatriation.

   Specific approval of the Reserve Bank of India will have to be obtained
for:

     (a) any renunciation of rights in the underlying equity shares in favor
  of a person resident in India; and

     (b) the sale of the underlying equity shares by a person resident
  outside India to a person resident in India.

   In such cases, the foreign investor would have to apply to the Reserve Bank
of India by submitting Form TS1, which requires information as to the
transferor, the transferee, the shareholding structure of the company whose
shares are to be sold, the proposed price and other information. The Reserve
Bank of India is not required to respond to a Form TS1 application within any
specific time period and may grant or deny the application at its discretion.

   Exceptions to this requirement of Reserve Bank of India approval include
sales made in the stock market through a registered Indian broker, through a
recognized stock exchange in India at the prevailing market rates, or if the
shares are offered in accordance with the terms of an offer under the
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997.

   The proceeds from any sale of the underlying equity shares by a person
resident outside India to a person resident in India may be transferred
outside India after receipt of Reserve Bank of India approval (if required),
and the payment of applicable taxes and stamp duties.

   No approval is required for transfers of ADSs outside India between two
non-residents.

   Any person resident outside India who desires to sell equity shares
received upon surrender of ADSs or otherwise transfer such equity shares
within India should seek the advice of Indian counsel as to the requirements
applicable at that time.

   We have applied for and received a letter from the Department of Company
Affairs confirming that the provisions of the Companies Act, 1956 (India)
which make it mandatory for a company making a public offering to distribute a
prospectus within India do not apply to our company in connection with this
offering. The Department of Company Affairs has requested us to file a copy of
this prospectus with the Registrar of Companies in Karnataka since our
registered office is located in Bangalore.

   As described in "Use of Proceeds", we may use the proceeds from this
offering for an acquisition of or investment in complementary businesses,
technologies, services, products, or enter into strategic partnerships with
parties who can provide access to those assets. The Ministry of Finance and/or
the Reserve Bank of India

                                      85
<PAGE>

must approve any acquisition by our company of any business situated out of
India or company/entity organized outside of India. There can be no assurance
that any required approval from the Ministry of Finance and/or the Reserve
Bank of India can be obtained. As of the date of this prospectus, we have no
agreement to enter into any material investment or acquisition.

                                      86
<PAGE>

                                   TAXATION

Indian Taxation

   General. The following is based on the opinion of Nishith Desai Associates
regarding the principal Indian tax consequences for holders of ADSs and equity
shares received upon withdrawal of such ADSs by the holders who are not
resident in India, whether of Indian origin or not and resident employees of
our company holding ADSs under the ADR-linked employee stock option plan. The
following summary is based on the law and practice of the Indian Income-tax
Act, 1961, or Income-Tax Act, including the special tax regime contained in
Sections 115AC and 115ACA of the Income-tax Act read with the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares (through Depository Receipt
Mechanism) Scheme, 1993, as amended on, January 19, 2000, or the Issue of
Foreign Currency Convertible bonds and Ordinary Shares Scheme. The Income-tax
Act is amended every year by the Finance Act of the relevant year. Some or all
of the tax consequences of Sections 115AC and 115ACA may be amended or changed
by future amendments to the Income-tax Act.

   We believe this opinion is materially complete as of the date hereof,
however, this opinion is not intended to constitute a complete analysis of the
individual tax consequences to non-resident holders or employees under Indian
law for the acquisition, ownership and sale of ADSs and equity shares.
Personal tax consequences of an investment may vary in various circumstances
and potential investors should therefore consult their own tax advisers on the
tax consequences of such acquisition, ownership and sale, including
specifically the tax consequences under the law of the jurisdiction of their
residence and any tax treaty between India and their country of residence.

   Residence. For purposes of the Income-tax Act, an individual is considered
to be a resident of India during any fiscal year if he or she is in India in
that year for:

  .  a period or periods amounting to 182 days or more; or

  .  60 days or more and, within the four preceding years has been in India
     for a period or periods amounting to 365 days or more; or

  .  182 days or more, in case of a citizen of India or a person of Indian
     origin living abroad who visits India and within the four preceding
     years has been in India for a period or periods amounting to 365 days or
     more.

   A company is a resident of India if it is incorporated in India or the
control and the management of its affairs is situated wholly in India.
Individuals and companies that are not residents of India would be treated as
non-residents for purposes of the Income-tax Act.

   Taxation of Distributions. Pursuant to the Finance Act, 1997, dividends
paid to shareholders (whether resident in India or not) are not subject to
withholding tax. However, the company paying the dividend is subject to a
dividend distribution tax of 22% including the applicable surcharge, on the
total amount it distributes, declares or pays as a dividend, in addition to
the normal corporate tax.

   Any distributions of additional ADSs or equity shares to resident or non-
resident holders will not be subject to Indian tax.

   Taxation of Capital Gains. The following is a brief summary of capital
gains taxation of non-resident holders and resident employees in respect of
the sale of ADSs and equity shares received upon redemption of ADSs. The
relevant provisions are contained mainly in sections 45, 47(vii)(a), 115AC and
115ACA, of the Income Tax Act, in conjunction with the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares Scheme.

   Gains realized upon the sale of ADSs or shares that have been held for a
period of more than thirty six months and twelve months, respectively, are
considered long term capital gains. Gains realized upon the sale of

                                      87
<PAGE>

ADSs or shares that have been held for a period of thirty six months or less
and twelve months or less, respectively, are considered short term capital
gains. Capital gains are taxed as follows:

  .  Gains from a sale of ADSs outside India, by a non-resident to another
     non-resident are not taxable in India.

  .  Long term capital gains realized by a resident employee from the
     transfer of the ADSs will be subject to tax at the rate of 10% if the
     employee's taxable income in India is between Rs. 50,000 and Rs. 60,000,
     11% if the employee's taxable income in India is between Rs. 60,000 and
     Rs. 150,000, and 11.5% if the employee's taxable income is over Rs.
     150,000, including the applicable surcharge. Short term capital gains on
     such a transfer will be taxed at graduated rates with a maximum of
     34.5%, including the applicable surcharge.

  .  Redemption of ADSs into the underlying equity shares is not a taxable
     event.

  .  Long term capital gains realized by an individual holder upon the sale
     of equity shares obtained from the redemption of ADSs are subject to tax
     at a rate of 10% if the individual's taxable income in India is between
     Rs. 50,000 and Rs. 60,000, 11% if the taxable income in India is between
     Rs. 60,000 and Rs. 150,000 and 11.5% if the taxable income is over
     Rs. 150,000, including the applicable surcharge.

  .  Long term capital gains realized by non-resident corporate holders upon
     the sale of equity shares obtained through the redemption of ADSs are
     subject to taxation at the rate of 10%.

  .  Short-term capital gains realized upon the sale of equity shares
     obtained from the redemption of ADSs will be taxed at variable rates
     with a maximum of 48% in case of foreign companies, and 34.5% including
     the applicable surcharge in the case of resident employees and non-
     resident individuals with taxable income over Rs. 150,000.

   The above rates may be reduced by the applicable tax treaty in case of non-
residents. The capital gains tax is computed by applying the appropriate tax
rates to the difference between the sale price and the purchase price of the
equity shares or ADSs. Under the Issue of Foreign Currency Convertible Bonds
and Ordinary Shares Scheme, the purchase price of equity shares in an Indian
listed company received in exchange for ADSs will be the market price of the
underlying shares on the date that the depositary gives notice to the
custodian of the delivery of the equity shares in exchange for the
corresponding ADSs' or "stepped up" basis purchase price. The market price
will be the price of the equity shares prevailing on The Stock Exchange,
Mumbai or the National Stock Exchange. According to our Indian counsel, there
is no corresponding provision under the Income Tax Act in relation to the
"stepped up" basis for the purchase price of equity shares. However, to our
knowledge, the tax department has not denied this benefit. In the event that
the tax department denies this benefit, the original purchase price of ADSs
would be considered the purchase price for computing the capital gains tax.

   According to the Issue of Foreign Currency Convertible Bonds and Ordinary
Shares Scheme, a non-resident holder's holding period for the purposes of
determining the applicable Indian capital gains tax rate in respect of equity
shares received in exchange for ADSs commences on the date of the notice of
the redemption by the depositary to the custodian. However, the Issue of
Foreign Currency Convertible Bonds and Ordinary Shares Scheme does not address
this issue in the case of resident employees, and it is therefore unclear as
to when the holding period for the purposes of determining capital gains tax
commences for such a resident employee.

   The Issue of Foreign Currency Convertible Bonds and Ordinary Shares Scheme
provides that if the equity shares are sold on a recognized stock exchange in
India against payment in Indian rupees, they will no longer be eligible for
the preferential tax treatment.

   It is unclear as to whether section 115AC and the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme are applicable to a non-resident
who acquires equity shares outside India from a non-resident holder of equity
shares after receipt of the equity shares upon redemption of the ADSs.


                                      88
<PAGE>

   If section 115AC and the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme are not applicable to a non-resident holder, long term
capital gains realized on the sale of such equity shares which are listed in
India will still be subject to tax at the rate of 10%, 11% or 11.5%, including
the applicable surcharge, depending on whether the individual holder's taxable
income is under Rs. 60,000, between Rs. 60,000 and Rs. 150,000, or over Rs.
150,000, and to a tax at the rate of 10% if the non-resident holder is a
foreign corporation. The non-resident holders will also be able to avail of
the benefits of exchange rate fluctuations for the computation of capital
gains tax which are not available to a non-resident holder under section 115AC
and the Issue of Foreign Currency Convertible Bonds and Ordinary Shares
Scheme.

   It is unclear as to whether capital gains derived from the sale of
subscription rights or other rights by a non-resident holder not entitled to
an exemption under a tax treaty will be subject to Indian capital gains tax.
If such subscription rights or other rights are deemed by the Indian tax
authorities to be situated within India, the gains realized on the sale of
such subscription rights or other rights will be subject to Indian taxation.
The capital gains realized on the sale of such subscription rights or other
rights, which will generally be in the nature of short term capital gains,
will be subject to tax at variable rates with a maximum rate of 48% in case of
a foreign company and 34.5%, including the applicable surcharge, in case of
resident employees and non-resident individuals with taxable income over Rs.
150,000.

   Withholding tax on capital gains. Any gain realized by a non-resident or
resident employee on the sale of equity shares is subject to Indian capital
gains tax, which, in the case of a non-resident employee is to be withheld at
the source by the buyer.

   Buy-back of Securities. Indian companies are not subject to any tax on the
buy-back of their shares. However, the shareholders will be taxed on any
resulting gains. Our company would be required to deduct tax at source
according to the capital gains tax liability of a non-resident shareholder.

   Stamp Duty and Transfer Tax. Upon issuance of the equity shares underlying
our ADSs, we will be required to pay a stamp duty of 0.1% per share of the
issue price of the underlying equity shares. A transfer of ADSs is not subject
to Indian stamp duty. However, upon the acquisition of equity shares from the
depositary in exchange for ADSs, the non-resident holder will be liable for
Indian stamp duty at the rate of 0.5% of the market value of the ADSs or
equity shares exchanged. A sale of equity shares by a non-resident holder will
also be subject to Indian stamp duty at the rate of 0.5% of the market value
of the equity shares on the trade date, although customarily such tax is borne
by the transferee. Our shares must be traded in dematerialized form. The
transfer of shares in dematerialized form is currently not subject to stamp
duty.

   Wealth Tax. The holding of the ADSs and the holding of underlying equity
shares by resident and non-resident holders will be exempt from Indian wealth
tax. Non-resident holders are advised to consult their own tax advisors
regarding this issue.

   Gift Tax and Estate Duty. Indian gift tax was abolished as of October 1998.
Indian Estate Duty was abolished as of March 1985. We cannot assure that these
taxes and duties will not be restored in future. Non-resident holders are
advised to consult their own tax advisors regarding this issue.

   Service tax. Brokerage or commission paid to stock brokers in connection
with the sale or purchase of shares is subject to a service tax of 5%. The
stock broker is responsible for collecting the service tax from the
shareholder and paying it to the relevant authority.

   PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT
TO THE INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR
DISPOSING OF EQUITY SHARES OR ADSs.


                                      89
<PAGE>

United States Federal Taxation

   The following is a summary of the material U.S. federal income and estate
tax consequences that may be relevant with respect to the acquisition,
ownership and disposition of equity shares or ADSs. This summary addresses the
U.S. federal income and estate tax considerations of holders that are U.S.
persons. U.S. persons are citizens or residents of the United States,
partnerships or corporations created in or under the laws of the United States
or any political subdivision thereof or therein, estates, the income of which
is subject to U.S. federal income taxation regardless of its source and trusts
for which a U.S. court exercises primary supervision and a U.S. person has the
authority to control all substantial decisions and that will hold equity
shares or ADSs as capital assets and holders that are not U.S. persons. We
refer to these persons as U.S. holders and non-U.S. holders, respectively.
This summary does not address tax considerations applicable to holders that
may be subject to special tax rules, such as banks, insurance companies,
dealers in securities or currencies, tax-exempt entities, persons that will
hold equity shares or ADSs as a position in a "straddle" or as part of a
"hedging" or "conversion" transaction for tax purposes, persons that have a
"functional currency" other than the U.S. dollar or holders of 10% or more, by
voting power or value, of the stock of our company. This summary is based on
the tax laws of the United States as in effect on the date of this prospectus
and on United States Treasury Regulations in effect or, in some cases,
proposed, as of the date of this prospectus, as well as judicial and
administrative interpretations thereof available on or before such date and is
based in part on representations of the depositary and the assumption that
each obligation in the deposit agreement and any related agreement will be
performed in accordance with its terms. All of the foregoing are subject to
change, which change could apply retroactively and could affect the tax
consequences described below.

   Each prospective investor should consult his, her or its own tax advisor
with respect to the U.S. Federal, state, local and foreign tax consequences of
acquiring, owning or disposing of equity shares or ADSs.

   Ownership of ADSs. For U.S. federal income tax purposes, holders of ADSs
will be treated as the owners of equity shares represented by such ADSs.

   Dividends. Except for equity shares, if any, distributed pro rata to all
shareholders of our company, including holders of ADSs, distributions of cash
or property with respect to equity shares will be includible in income by a
U.S. holder as foreign source dividend income at the time of receipt, which in
the case of a U.S. holder of ADSs generally will be the date of receipt by the
depositary, to the extent such distributions are made from the current or
accumulated earnings and profits of our company. Such dividends will not be
eligible for the dividends received deduction generally allowed to corporate
U.S. holders. To the extent, if any, that the amount of any distribution by
our company exceeds our company's current and accumulated earnings and profits
as determined under U.S. federal income tax principles, it will be treated
first as a tax-free return of the U.S. holder's tax basis in the equity shares
or ADSs and thereafter as capital gain.

   A U.S. holder will not be eligible for a foreign tax credit against its
U.S. federal income tax liability for Indian dividend distribution taxes paid
by our company, unless it is a U.S. company holding at least 10% of the Indian
company paying the dividends. U.S. holders should be aware that dividends paid
by our company generally will constitute "passive income" for purposes of the
foreign tax credit.

   If dividends are paid in Indian rupees, the amount of the dividend
distribution includible in the income of a U.S. holder will be in the U.S.
dollar value of the payments made in Indian rupees, determined at a spot
exchange rate between Indian rupees and U.S. dollars applicable to the date
such dividend is includible in the income of the U.S. holder, regardless of
whether the payment is in fact converted into U.S. dollars. Generally, gain or
loss, if any, resulting from currency exchange fluctuations during the period
from the date the dividend is paid to the date such payment is converted into
U.S. dollars will be treated as ordinary income or loss.

   A non-U.S. holder of equity shares or ADSs generally will not be subject to
U.S. federal income tax or withholding tax on dividends received on equity
shares or ADSs unless such income is effectively connected with the conduct by
such non-U.S. holder of a trade or business in the United States.


                                      90
<PAGE>

   Sale or Exchange of equity shares or ADSs. A U.S. holder generally will
recognize gain or loss on the sale or exchange of equity shares or ADSs equal
to the difference between the amount realized on such sale or exchange and the
U.S. holder's tax basis in the equity shares or ADSs, as the case may be. Such
gain or loss will be capital gain or loss, and will be long-term capital gain
or loss if the equity shares or ADSs, as the case may be, were held for more
than one year. Gain or loss, if any, recognized by a U.S. holder generally
will be treated as U.S. source passive income or loss for U.S. foreign tax
credit purposes.

   A non-U.S. holder of equity shares or ADSs generally will not be subject to
U.S. federal income or withholding tax on any gain realized on the sale or
exchange of such equity shares or ADSs unless:

  .  such gain is effectively connected with the conduct by such non-U.S.
     holder of a trade or business in the U.S.; or

  .  in the case of any gain realized by an individual non-U.S. holder, such
     holder is present in the United States for 183 days or more in the
     taxable year of such sale and other conditions are met.

   Estate Taxes. An individual shareholder who is a citizen or resident of the
United States for U.S. federal estate tax purposes will have the value of the
equity shares or ADSs owned by such holder included in his or her gross estate
for U.S. federal estate tax purposes. An individual holder who actually pays
Indian estate tax with respect to the equity shares will, however, be entitled
to credit the amount of such tax against his or her U.S. federal estate tax
liability, subject to a number of conditions and limitations.

   Backup Withholding Tax and Information Reporting Requirements. Under
current U.S. Treasury Regulations, dividends paid on equity shares, if any,
generally will not be subject to information reporting and generally will not
be subject to U.S. backup withholding tax. Information reporting will apply to
payments of dividends on, and to proceeds from the sale or redemption of,
equity shares or ADSs by a paying agent, including a broker, within the United
States to a U.S. holder, other than an "exempt recipient," including a
corporation, a payee that is a non-U.S. holder that provides an appropriate
certification and other persons. In addition, a paying agent within the United
States will be required to withhold 31% of any payments of the proceeds from
the sale or redemption of equity shares or ADSs within the United States to a
holder, other than an "exempt recipient," if such holder fails to furnish its
correct taxpayer identification number or otherwise fails to comply with such
backup withholding requirements.

   Passive Foreign Investment Company. A non-U.S. corporation will be
classified as a passive foreign investment company for U.S. Federal income tax
purposes if either:

  .  75% or more of its gross income for the taxable year is passive income;
     or

  .  on average for the taxable year by value, or, if it is not a publicly
     traded corporation and so elects, by adjusted basis, if 50% or more of
     its assets produce or are held for the production of passive income.

   We do not believe that we satisfy either of the tests for passive foreign
investment company status. If we were to be a passive foreign investment
company for any taxable year, U.S. holders would be required to either:

  .  pay an interest charge together with tax calculated at maximum ordinary
     income rates on "excess distributions," which is defined to include gain
     on a sale or other disposition of equity shares;

  .  if a qualified electing fund election is made, to include in their
     taxable income their pro rata share of undistributed amounts of our
     income; or

  .  if the equity shares are "marketable" and a mark-to-market election is
     made, to mark-to-market the equity shares each taxable year and
     recognize ordinary gain and, to the extent of prior ordinary gain,
     ordinary loss for the increase or decrease in market value for such
     taxable year.

   The above summary is not intended to constitute a complete analysis of all
tax consequences relating to ownership of equity shares or ADSs. You should
consult your own tax advisor concerning the tax consequences of your
particular situation.

                                      91
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE


   Sales of a substantial number of equity shares into the public market
following this offering, whether on the Indian Stock Exchanges or into the
United States market by conversion of outstanding equity shares into ADSs, if
permitted in the future by the Government of India, could adversely affect the
market price of our ADSs.

   Upon completion of this offering, 231,906,350 equity shares will be issued
and outstanding, including 2,750,000 equity shares represented by 2,750,000
ADSs issued in connection with this offering.

   Of the 229,156,350 equity shares issued and outstanding prior to the
issuance of our ADSs, holders of approximately 197,060,027 equity shares
(including most shares held by directors, executive officers and their
families) have agreed not to offer, sell, contract to sell, grant any option
to purchase or otherwise dispose of, or agree to dispose of, any such equity
shares for a period of 180 days following the date of this prospectus. Morgan
Stanley & Co., Incorporated may release such shares from the lock-up in its
sole discretion at any time and without prior public announcement.
Substantially all of the equity shares that are not subject to such lock-ups,
will be freely tradeable in India immediately after this offering. Upon
expiration of the lock-up period (or earlier with such consent), substantially
all of the equity.

   31,358,423 shares will be available for sale on the Indian Stock Exchanges.
Sales of substantial amounts of equity shares, or the availability of such
shares for sale, could adversely affect the market price of our ADSs.

   As of June 30, 2000, options to purchase 4,985,650 equity shares were
outstanding, none of which were then vested and exercisable. Beginning on the
effective date of this offering, approximately 230,800 shares issuable upon
the exercise of vested stock options will become eligible for sale on the
Indian Stock Exchanges, if such options are exercised.

   As of June 30, 2000, 533,295 equity shares were held jointly by the Wipro
Equity Reward Trust and certain of our employees, none of which were eligible
for sale in India on the Indian Stock Exchanges. Beginning on the effective
date of this offering, none of the equity shares held jointly by the Wipro
Equity Rewards Trust and certain of our employees shall be transferred to the
sole ownership of certain of our employees, and will be eligible for sale in
the public market.

                                      92
<PAGE>

                                 UNDERWRITING

   Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom Morgan Stanley & Co. Incorporated, Credit Suisse First Boston (Singapore)
Limited and Banc of America Securities LLC are acting as representatives, have
severally agreed to purchase, and we have agreed to sell to them, severally,
the number of ADSs indicated below:

<TABLE>
<CAPTION>
                                                                       Number of
                     Name                                                ADSs
                     ----                                              ---------
      <S>                                                              <C>
      Morgan Stanley & Co. Incorporated...............................
      Credit Suisse First Boston (Singapore) Limited..................
      Banc of America Securities LLC..................................




                                                                       ---------
          Total....................................................... 2,750,000
                                                                       =========
</TABLE>

   The underwriters are offering ADSs subject to their acceptance of the ADSs
from us and subject to prior sale. The underwriting agreement provides that
the obligations of the several underwriters to pay for and accept delivery of
the ADSs offered by this prospectus are subject to the approval of certain
legal matters by their counsel and to certain other conditions. The
underwriters are obligated to take and pay for all of the ADSs offered by this
prospectus, if any such ADSs are taken. However, the underwriters are not
required to take or pay for the ADSs covered by the underwriters' over-
allotment option described below.

   The underwriters initially propose to offer part of the ADSs directly to
the public on the terms set forth on the cover page of this prospectus and
part to certain dealers at a price that represents a concession not in excess
of $    per ADS under the initial public offering price. Any underwriter may
allow, and such dealers may reallow, a concession not in excess of $    per
ADS to other underwriters or to certain dealers. After the initial offering of
the shares of ADSs, the offering price and other selling terms may from time
to time be varied by the representatives of the underwriters.

   We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an aggregate of 412,500
additional ADSs at the offering price listed on the cover page of this
prospectus, less underwriting discounts and commissions. The underwriters may
exercise this option solely for the purpose of covering over-allotments, if
any, made in connection with the offering of the shares of common stock
offered by this prospectus. To the extent this option is exercised, each
underwriter will become obligated, subject to limited conditions, to purchase
approximating the same percentage of additional ADSs as the number listed next
to the underwriter's name in the preceding table bears to the total number of
ADSs listed next to the names of all underwriters in the preceding table. If
the underwriters' option is exercised in full, the total price to the public
would be $   , the total underwriters' discounts and commissions would be
$     and total proceeds to us would be $    .

   The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them.

   We have applied to list the ADSs on the New York Stock Exchange under the
symbol "WIT." In connection with the listing of the ADSs on the New York Stock
Exchange, the underwriters will undertake to sell round lots of 100 ADSs or
more to a minimum of 2,000 beneficial holders.

   Wipro and our directors, executive officers and major shareholders with
respect to approximately 86% of the shares of Wipro our directors and
executive officers have agreed that, without the prior written consent of

                                      93
<PAGE>

Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not,
during the period ending 180 days after the date of this prospectus:

  .  offer, pledge, sell, contract to sell, sell any option or contract to
     purchase, purchase any option or contract to sell, grant any option,
     right or warrant to purchase, lend or otherwise transfer or dispose of,
     directly or indirectly, any equity shares, including ADSs, or any
     securities convertible into or exercisable or exchangeable for equity
     shares, whether these shares or any such securities are then owned by
     the person or are thereafter acquired, directly from us; or

  .  enter into any swap or other arrangement that transfers to another, in
     whole or in part, any of the equity shares,

whether any transaction described above is to be settled by delivery of equity
shares or such other securities, in cash or otherwise. This lock-up
restriction is subject, in specified circumstances, to earlier release. For a
description of the circumstances leading to this earlier release, please see
"Shares Eligible for Future Sale."

   The restrictions described in this paragraph do not apply to:

  .  the sale of ADSs to the underwriters; and

  .  transactions by any person other than us relating to ADSs, equity shares
     or other securities acquired in open market transactions after the
     completion of the offering of the ADSs.

   In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may sell more shares
than they are obligated to purchase under the underwriting agreement, creating
a short position. A short sale is covered if the short position is no greater
than the number of shares available for purchase by the underwriters under the
over allotment option. The underwriters can close out a covered short sale by
exercising the over allotment option or purchasing shares in the open market.
In determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of
shares compared to the price available under the over allotment option. The
underwriters may also sell shares in excess of the over allotment option,
creating a naked short position. The underwriters must close out any naked
short position by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the common stock in the open market after
pricing that could adversely affect investors who purchase in the offering. As
an additional means of facilitating the offering, the underwriters may bid
for, and purchase, shares of common stock in the open market to stabilize the
price of the common stock. The underwriting syndicate may also reclaim selling
concessions allowed to an underwriter or a dealer for distributing the common
stock in the offering, if the syndicate repurchases previously distributed
common stock to cover the syndicate short positions or to stabilize the price
of the common stock. These activities may raise or maintain the market price
of the common stock above independent market levels or prevent or retard a
decline in the market price of the common stock. The underwriters are not
required to engage in these activities, and may end any of these activities at
any time.

   We and the underwriters have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments that the other may be required to make in respect thereof.

   At our request, the underwriters have reserved for sale, at the offering
price, up to approximately 275,000 ADSs offered by this prospectus to certain
of our top clients and to friends and relatives of certain of our senior
employees. There can be no assurance that any of the reserved ADSs will be
purchased. The number of ADSs available for sale to the general public will be
reduced to the extent these parties purchased the reserved ADSs. Any reserved
ADSs that are not so purchased will be offered by the underwriters to the
general public on the same basis as the other shares offered by this
prospectus.

   Each of the underwriters has agreed that it will not offer, sell or deliver
any of the ADSs offered by this prospectus, directly or indirectly, or
distribute this prospectus or any other offering material relating to the ADSs

                                      94
<PAGE>

in or from any jurisdiction except under circumstances that will result in
compliance with the applicable laws and regulations thereof.

   The ADSs have not been and will not be registered under the Securities and
Exchange Law of Japan. Each underwriter has represented and agreed that it has
not offered or sold, and it will not offer or sell, directly or indirectly,
any of the ADSs in or to or for the benefit of residents of Japan or to any
persons for reoffering or resale, directly or indirectly, in Japan or to or
for the benefit of any resident of Japan except pursuant to an exemption from
the registration requirements of the Securities and Exchange Law available
thereunder and in compliance with the other relevant laws and regulations of
Japan.

   Each underwriter has represented and agreed that:

  .  it has not offered or sold and will not offer or sell any ADSs to
     persons in the United Kingdom except to persons whose ordinary
     activities involve them in acquiring, holding, managing or disposing of
     investments, as principle or agent, for the purposes of their businesses
     or otherwise in circumstances which have not resulted and will not
     result in an offer to the public in the United Kingdom within the
     meaning of the Public Offers of Securities Regulations 1995 (as amended)
     or Part IV of the Financial Services Act 1986;

  .  it has complied and will comply with all applicable provisions of the
     Financial Services Act 1986 with respect to anything done by it in
     relation to the ADSs in, from or otherwise involving the United Kingdom;
     and

  .  it has only issued or passed on and will only issue or pass on in the
     United Kingdom any document received by it in connection with the issue
     of the ADSs to a person who is of a kind described in Article 11(3) of
     the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
     Order 1996, as amended, or is a person to whom such document may
     otherwise lawfully be issued or passed on.

   Each underwriter has represented and agreed that:

  .  it has not offered or sold and will not offer to sell in Hong Kong, by
     means of any document, any ADSs other than to persons whose ordinary
     business it is to buy or sell shares or debentures, whether as principal
     or agent, or in circumstances which do not constitute an offer to the
     public within the meaning of the Companies Ordinance of Hong Kong; and

  .  unless it is a person permitted to do so under the securities laws of
     Hong Kong, it has not issued or had in its possession for the purpose of
     issue and will not issue or have in its possession for the purpose of
     issue any advertisement, invitation, or document relating to the ADSs
     other than with respect to ADSs intended to be disposed of to persons
     outside Hong Kong or to be disposed of in Hong Kong only to persons
     whose business involves the acquisition, disposal or holding of
     securities whether as principal or agent.

   For the purposes of the Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange, the ADSs are regarded as "selectively marketed
securities," which means that the offer and sale of the ADSs is restricted
such that they are marketed to or placed with a number of registered dealers
or financial institutions either with a view to their reselling the ADSs as
principals off-market and that the ADSs are of such a nature that nearly all
of them will normally be purchased and traded by a limited number of investors
who are particularly knowledgeable in investment matters or placing the ADSs
with a limited number of such investors. The underwriters reserve the right to
withdraw, cancel or modify such offer without notice and to reject any order
in whole or in part.

   Each underwriter has agreed that it has not and will not offer or sell any
ADSs or distribute any document or other material relating to the ADSs, either
directly or indirectly, to the public or any member of the public in Singapore
other than:

  .  to an institutional investor or other person specified in Section 106C
     of the Companies Act, Chapter 50 of Singapore, the "Singapore Companies
     Act;"

                                      95
<PAGE>

  .  to a sophisticated investor, and in accordance with the conditions
     specified in Section 106D of the Singapore Companies Act; or

  .  otherwise pursuant to, and in accordance with the conditions of, any
     other provision of the Singapore Companies Act. A copy of this
     prospectus has been lodged with the Registrar of Companies and
     Businesses in Singapore as an information memorandum for the purposes of
     Section 106D of the Singapore Companies Act. The Registrar of Companies
     and Businesses in Singapore takes no responsibility as to the contents
     of this document.

   Each underwriter has represented and agreed that it has not distributed and
will not distribute, directly or indirectly, any prospectus relating to the
ADSs in India or to residents of India and that it has not offered or sold and
will not offer or sell, directly or indirectly, any ADSs in India or to, or
for the account or benefit of, any resident in India.

Pricing of the Offering

   Prior to this offering, there has been no public market for the ADSs. The
offering price will be determined by negotiations between us and the
representatives of the underwriters. Among the factors considered in
determining the offering price will be the future prospects of Wipro and its
industry in general, sales, earnings and certain other financial operating
information of Wipro in recent periods, and the price-earnings ratios, price-
sales ratios, market prices of securities and certain financial and operating
information of companies engaged in activities similar to those of Wipro.

                                 LEGAL MATTERS

   The validity of the ADSs offered hereby will be passed upon for us by
Wilson Sonsini Goodrich & Rosati, Palo Alto, California. The validity of the
equity shares represented by the ADSs offered hereby and the principal Indian
tax consequences for holders of ADSs and equity shares received upon
withdrawal of such equity shares who are not resident in India will be passed
upon by Nishith Desai Associates, Mumbai, India, Indian counsel for Wipro
Limited. The validity of the ADSs offered hereby will be passed upon on behalf
of the underwriters by Milbank, Tweed, Hadley & McCloy LLP, New York and Hong
Kong, and certain legal matters as to Indian law will be passed upon for the
underwriters by Bhaishanker Kanga & Girdharlal, Mumbai, India. Wilson Sonsini
Goodrich & Rosati may rely upon Nishith Desai Associates with respect to
matters governed by Indian law.

                                    EXPERTS

   The U.S. GAAP consolidated financial statements of Wipro Limited as of
March 31, 1998, 1999 and 2000, and for each of the years in the three-year
period ended March 31, 2000 have been included herein in reliance upon the
report of KPMG, India, independent accountants, appearing elsewhere herein,
and upon the authority of said firm as experts in auditing and accounting.

                        REPORTS TO OUR SECURITY HOLDERS

   Upon consummation of this offering, we will be subject to the information
requirements of the Securities Exchange Act of 1934, as amended, applicable to
foreign private issuers. As a result, we will be required to file reports,
including annual reports on Form 20-F, reports on Form 6-K and other
information with the Securities and Exchange Commission. We have further
agreed in the underwriting agreement relating to this offering to submit to
the SEC quarterly reports on Form 6-K which will include unaudited quarterly
financial information, for the first three quarters of each fiscal year, in
addition to our annual report on Form 20-F which will include audited annual
financial information. All of these quarterly and annual financial statements
will be prepared in accordance with U.S. GAAP. We have agreed to file these
reports within the same time periods that apply to the filing by domestic
issuers of quarterly reports on Form 10-Q and annual reports on Form 10-K. The
SEC's rules generally require that domestic issuers file a quarterly report on
Form 10-Q within 45 days after the end of each

                                      96
<PAGE>

of the first three fiscal quarters and file an annual report on Form 10-K
within 90 days after the end of each fiscal year. These reports and other
information filed or to be filed by us can be inspected and copied at the
public reference facilities maintained by the SEC at:

  .  Judiciary Plaza
       450 Fifth Street, N.W.
       Room 1024
       Washington, D.C. 20549;

  .  Seven World Trade Center
       13th Floor
       New York, New York 10048; and

  .  Northwestern Atrium Center
       500 West Madison Street
       Suite 1400
       Chicago, Illinois 60661-2511.

   Copies of these materials can also be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates.

   The SEC maintains a website at www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that make
electronic filings with the SEC using its EDGAR system. As a foreign private
issuer, we are not required to use the EDGAR system, but currently intend to
do so in order to make our reports available over the Internet.

   As a foreign private issuer, we will be exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements, and
our executive officers, directors and principal shareholders will be exempt
from the reporting and short-swing profit recovery provisions contained in
Section 16 of the Exchange Act.

   We will furnish the depositary referred to under "Description of American
Depositary Shares" with annual reports, which will include annual audited
consolidated financial statements prepared in accordance with U.S. GAAP, and
quarterly reports, which will include unaudited quarterly consolidated
financial information prepared in accordance with U.S. GAAP. The depositary
has agreed with us that it will promptly mail these reports to all registered
holders of ADSs. We will also furnish to the depositary all notices of
shareholders' meetings and other reports and communications that are made
generally available to our shareholders. The depositary will arrange for the
mailing of these documents to record holders of ADSs.

                      WHERE YOU CAN FIND MORE INFORMATION

   We have filed with the SEC a registration statement on Form F-1, which
includes amendments, exhibits, schedules and supplements, under the Securities
Act of 1933, as amended, and the rules and regulations of the SEC, for the
registration of the ADSs and underlying equity shares offered by this
prospectus. Although this prospectus, which forms a part of the registration
statement, contains all material information included in the registration
statement, part of the registration statement have been omitted from this
prospectus as permitted by the rules and regulations of the SEC. A related
registration statement on Form F-6 has also been filed to register our ADSs as
represented by the ADRs. For further information with respect to our company
and the ADSs offered by this prospectus, please refer to the registration
statement. In addition, wherever a reference is made in this prospectus to a
contract or other document of our company, please be aware that such reference
is not necessarily complete and that you should refer to the exhibits and
schedules that are part of the registration statement for a copy of the
contract or other document.

                                      97
<PAGE>

                                 WIPRO LIMITED

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Audited Consolidated Financial Statements prepared in accordance with US
 GAAP:

  Independent Auditors' Report...........................................  F-2

  Consolidated Balance Sheets............................................  F-3

  Consolidated Statements of Income......................................  F-4

  Consolidated Statements of Stockholders' Equity........................  F-5

  Consolidated Statements of Cash Flows..................................  F-6

  Notes to Consolidated Financial Statements.............................  F-7

Selected Financial Data prepared in accordance with Indian GAAP:

  Selected Financial Data................................................ F-27
</TABLE>

                                      F-1
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Wipro Limited

   We have audited the accompanying consolidated balance sheets of Wipro
Limited and its subsidiaries as of March 31, 1999 and 2000, and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the years in the three year period ended March 31, 2000. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Wipro
Limited and its subsidiaries as of March 31, 1999 and 2000, and the results of
their operations and their cash flows for each of the years in the three year
period ended March 31, 2000, in conformity with accounting principles
generally accepted in the United States.

   The United States Dollar amounts are presented in the accompanying
financial statements solely for the convenience of the readers and are
arithmetically correct on the basis disclosed in footnote 2.

/s/ KPMG

Bangalore, India
May 4, 2000

                                      F-2
<PAGE>

                                 WIPRO LIMITED

                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                    As of March 31,                      Quarter Ended June 30,
                          --------------------------------------  --------------------------------------
                              1999           2000         2000        1999           2000         2000
                          -------------  -------------  --------  -------------  -------------  --------
                                                                              (unaudited)
<S>                       <C>            <C>            <C>       <C>            <C>            <C>
         ASSETS
Current assets:
 Cash and cash
  equivalents (Note 4)..  Rs.   637,253  Rs.   783,603  $ 17,952  Rs.   366,934  Rs.   685,823  $ 15,343
 Accounts receivable,
  net of allowances
  (Note 5)..............      3,602,884      4,431,360   101,520      3,518,146      4,676,185   104,613
 Inventories (Note 6)...      1,443,728      1,215,160    27,839      1,357,443      1,337,546    29,923
 Deferred income taxes
  (Note 22).............         73,741         11,678       268         33,365         11,678       261
 Other current assets
  (Note 7)..............        909,456        981,661    22,489        871,581      1,357,454    30,368
                          -------------  -------------  --------  -------------  -------------  --------
   Total current assets.      6,667,062      7,423,462   170,068      6,147,469      8,068,686   180,508
                          -------------  -------------  --------  -------------  -------------  --------
Investment securities
 (Note 8)...............          9,791        297,150     6,808          4,958        297,012     6,645
Property, plant and
 equipment, net (Note
 9).....................      3,254,425      3,603,681    82,559      3,313,521      3,836,198    85,821
Investments in
 affiliates (Note 14)...        310,250        704,885    16,149        321,067        679,495    15,201
Deferred income taxes
 (Note 22)..............        202,536        256,073     5,867        202,536        256,073     5,729
Intangible assets, net
 (Note 10)..............          7,230         10,795       247          2,295         10,295       230
Other assets (Note 7)...        250,303        382,307     8,758        357,369        325,429     7,280
                          -------------  -------------  --------  -------------  -------------  --------
   Total assets.........  Rs.10,701,597  Rs.12,678,353  $290,455  Rs.10,349,215  Rs.13,473,188  $301,414
                          =============  =============  ========  =============  =============  ========
    LIABILITIES AND
  STOCKHOLDERS' EQUITY
Current liabilities:
 Borrowings from banks
  (Note 16).............  Rs. 1,780,792  Rs.    92,748  $  2,125  Rs. 1,883,223  Rs.    99,333  $  2,222
 Current portion of
  long term debt (Note
  17)...................        454,467      1,249,570    28,627        742,753      1,292,617    28,918
 Accounts payable.......      1,959,930      1,387,606    31,789      1,685,187      1,134,824    25,387
 Accrued expenses.......        867,722      1,490,250    34,141        930,647      1,618,100    36,199
 Advances from
  customers.............        538,004        754,825    17,293        486,387        720,371    16,116
 Net liabilities of
  discontinued business
  (Note 3)..............        855,793                       --        269,329            --        --
 Other current
  liabilities (Note
  11)...................        420,330        435,561     9,978        342,734        455,219    10,184
 Redeemable preferred
  stock (Note 20).......             --        250,000     5,727            --         250,000     5,593
                          -------------  -------------  --------  -------------  -------------  --------
   Total current
    liabilities.........      6,877,038      5,660,560   129,681      6,340,260      5,570,464   124,619
                          -------------  -------------  --------  -------------  -------------  --------
Long-term debt,
 excluding current
 portion (Note 17)......        767,102        211,144     4,837        461,697        211,144     4,724
Deferred income taxes
 (Note 22)..............         62,593         17,974       412         62,593         17,730       397
Other liabilities (Note
 12)....................         42,800        101,735     2,331         57,867         56,648     1,267
Redeemable preferred
 stock (Note 20)........        250,000             --        --        256,333            --        --
                          -------------  -------------  --------  -------------  -------------  --------
   Total liabilities....      7,999,533      5,991,413   137,260      7,178,750      5,855,986   131,007
                          -------------  -------------  --------  -------------  -------------  --------
Minority interest.......         53,840             --        --         53,840            --        --
Stockholders' equity:
Equity shares at Rs. 2
 par value: 230,000,000
 shares authorized as of
 March 31, 1999,
  235,000,000 shares
 authorized as of March
 31, 2000 and
 375,000,000 shares
 authorized as of June
 30, 2000; Issued and
 outstanding:
 229,156,350 shares
 (Note 18)..............        458,313        458,313    10,500        458,313        458,313    10,253
Additional paid-in
 capital (Note 23)......        182,562        800,238    18,333        182,562        804,611    18,000
Deferred stock
 compensation (Note 23).       (154,348)      (208,358)   (4,773)      (125,040)      (184,407)   (4,125)
Accumulated other
 comprehensive income
 (Note 8)...............          2,796          1,772        41          1,755          1,877        42
Retained earnings (Note
 19)....................      2,158,969      5,635,050   129,096      2,599,103      6,536,882   146,239
Equity shares held by a
 controlled Trust:
 1,409,485, 1,216,460,
 1,409,485 and 1,213,800
 shares as of March 31,
 1999, March 31, 2000,
 June 30, 1999 and June
 30, 2000 (Note 23).....            (68)           (75)       (2)           (68)           (74)       (2)
                          -------------  -------------  --------  -------------  -------------  --------
   Total stockholders'
    equity..............      2,648,224      6,686,940   153,195      3,116,625      7,617,202   170,407
                          -------------  -------------  --------  -------------  -------------  --------
   Total liabilities and
    stockholders'
    equity..............  Rs.10,701,597  Rs.12,678,353  $290,455  Rs.10,349,215  Rs.13,473,188  $301,414
                          =============  =============  ========  =============  =============  ========
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                      F-3
<PAGE>

                                 WIPRO LIMITED

                       CONSOLIDATED STATEMENTS OF INCOME
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                          Year Ended March 31,                            Quarter Ended June 30,
                          -------------------------------------------------------  ---------------------------------------
                              1998          1999           2000          2000          1999          2000         2000
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
                                                                                                (unaudited)
<S>                       <C>           <C>            <C>            <C>          <C>           <C>           <C>
Revenues:
 Global IT Services.....  Rs.4,017,406  Rs. 6,359,305  Rs.10,206,078  $   233,816  Rs.2,012,848  Rs.3,597,489  $    80,481
 Indian IT Services and
  Products..............
  Indian IT Services....       691,758      1,074,167      1,423,283       32,607       299,270       383,655        8,583
  Indian IT Products....     4,992,082      6,188,182      6,758,344      154,830       983,913     1,270,950       28,433
 Consumer Care and
  Lighting..............     3,195,002      3,464,806      3,222,316       73,822       750,116       758,541       16,970
 Others.................       804,211        805,649      1,380,583       31,628       160,667       252,252        5,642
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
   Total................    13,700,459     17,892,109     22,990,604      526,703     4,206,814     6,262,887      140,109
Cost of revenues:
 Global IT Services.....  Rs.2,695,856  Rs. 4,056,996  Rs. 6,173,724      141,437  Rs.1,295,815  Rs.1,908,968  $    42,706
 Indian IT Services and
  Products
  Indian IT Services....       254,159        456,944        609,574       13,965       118,532       151,875        3,398
  Indian IT Products....     3,946,403      4,901,200      5,573,518      127,687       855,241     1,063,806       23,799
 Consumer Care and
  Lighting..............     2,505,791      2,585,403      2,251,238       51,575       580,451       520,478       11,644
 Others.................       533,830        581,558      1,070,031       24,513       154,889       192,113        4,297
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
   Total................     9,936,039     12,582,101     15,678,085      359,177     3,004,928     3,837,240       85,844
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
Gross profit............     3,764,420      5,310,008      7,312,519      167,526     1,201,886     2,425,647       54,265
Operating expenses:
 Selling, general, and
  administrative
  expenses..............     2,266,734      3,502,436      3,820,154       87,518       698,098     1,293,590       28,939
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
Operating income .......     1,497,686      1,807,572      3,492,365       80,008       503,788     1,132,057       25,326
Gain/(loss) on sale of
 stock of affiliates,
 including direct issue
 of stock by affiliate
 (Note 14)..............       (36,438)           --         412,144        9,442           --            --           --
Other expense, net (Note
 21)....................      (515,527)      (134,825)      (155,144)      (3,554)      (15,580)      (15,428)        (345)
Income taxes (Note 22)..      (102,388)      (179,213)      (525,298)     (12,034)      (63,376)     (120,976)      (2,706)
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
Income before share of
 equity in earnings of
 affiliates and minority
 interest...............       843,333      1,493,534      3,224,067       73,862       424,832       995,653       22,275
Equity in earnings of
 affiliate (Note 14)....        78,338         95,632        112,590        2,579        16,000       (18,199)        (407)
Minority interest.......         6,558         (9,602)        (3,661)         (84)          --            --           --
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
Income from continuing
 operations.............       928,229      1,579,564      3,332,996  $    76,357       440,832       977,454       21,868
Discontinued operations
 (Note 3):
 Loss from operations
  of discontinued
  finance division......       626,216        460,817            --                         --            --           --
 Provision for
  operating losses
  during phase out
  period................           --         229,298            --                         --            --           --
 Income tax benefit on
  sale of 50% interest..           --             --         218,707        5,011           --            --           --
                          ------------  -------------  -------------  -----------  ------------  ------------  -----------
   Net income...........  Rs.  302,013  Rs.   889,449  Rs. 3,551,703  $    81,368  Rs.  440,832  Rs.  977,454  $    21,868
                          ============  =============  =============  ===========  ============  ============  ===========
Earnings per equity
 share: Basic
 Continuing operations..          4.09           6.94          14.63         0.34          1.94          4.29         0.10
 Discontinued
  operations............         (2.76)         (3.03)          0.96         0.02           --            --           --
 Net income.............          1.33           3.91          15.59         0.36          1.94          4.29         0.10
Earnings per equity
 share: Diluted
 Continuing operations..          4.09           6.94          14.58         0.33          1.94          4.26         0.10
 Discontinued
  operations............         (2.76)         (3.03)          0.96         0.02           --            --           --
 Net income.............          1.33           3.91          15.54         0.35          1.94          4.26         0.10
Weighted average number
 of equity shares used
 in computing earnings
 per equity share:
 Basic..................   227,215,683    227,479,728    227,843,378  227,843,378   227,479,728   227,942,550  227,942,550
 Diluted................   227,215,683    227,479,728    228,648,134  228,648,134   227,479,728   229,567,774  229,567,774
</TABLE>
        See accompanying notes to the consolidated financial statements.

                                      F-4
<PAGE>

                                 WIPRO LIMITED
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                       (in thousands, except share data)
<TABLE>
<CAPTION>
                        Equity Shares                                               Accumulated
                    ---------------------- Additional   Deferred                       Other
                      No. of                Paid in      Stock      Comprehensive  Comprehensive   Retained
                      shares      Amount    Capital   Compensation     Income         Income       Earnings
                    ----------- ---------- ---------- ------------  -------------  ------------- ------------
 <S>                <C>         <C>        <C>        <C>           <C>            <C>           <C>
 Balance as of
 March 31, 1997...  229,156,350 Rs.458,313 Rs.  4,131 Rs.  (2,846)  Rs.      --      Rs.(8,171)  Rs.1,085,246
 Cash dividends
 paid.............          --         --         --          --             --            --         (42,012)
 Shares forfeited,
 net of issues by
 Trust............          --         --         --          --             --            --             --
 Compensation
 related to
 employee stock
 Incentive plan...          --         --       9,816      (9,816)           --            --             --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...          --         --         --        2,227            --            --             --
 Comprehensive
 plan.............
 Net income.......          --         --         --          --         302,013           --         302,013
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) of
  Investments,
  net.............          --         --         --          --          (8,102)       (8,102)           --
                                                                    ------------
 Comprehensive
 income...........                                                  Rs.  293,911
                                                                    ============
 Balance as of
 March 31, 1998     229,156,350    458,313     13,947     (10,435)                     (16,273)     1,345,247
                    ----------- ---------- ---------- -----------                    ---------   ------------
 Cash dividends
 paid.............          --         --         --          --             --            --         (75,727)
 Shares issued by
 Trust, net of
 forfeitures......          --         --         --          --             --            --             --
 Compensation
 related to
 employee stock
 incentive plan...          --         --     168,615    (168,615)           --            --             --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...          --         --         --       24,702            --            --             --
 Comprehensive
 income...........
 Net income.......          --         --         --          --         889,449           --         889,449
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) on
  investments,
  net.............          --         --         --          --          19,069        19,069            --
                                                                    ------------
 Comprehensive
 income...........                                                  Rs.  908,518
                                                                    ============
 Balance as of
 March 31, 1999...  229,156,350 Rs.458,313 Rs.182,562 Rs.(154,348)                   Rs. 2,796   Rs.2,158,969
                    ----------- ---------- ---------- -----------                    ---------   ------------
 Cash dividends
 paid.............          --         --         --          --             --            --         (75,622)
 Shares issued by
 Trust, net of
 forfeitures......          --         --         --          --             --            --             --
 Sale of shares by
 Trust............          --         --     466,768         --             --            --             --
 Compensation
 related to
 employee stock
 incentive plan...          --         --     150,908    (150,908)           --            --             --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...          --         --         --       96,898            --            --             --
 Comprehensive
 income...........
 Net income.......          --         --         --          --       3,551,703           --       3,551,703
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) on
  investments,
  net.............          --         --         --          --          (1,024)       (1,024)           --
                                                                    ------------
 Comprehensive
 income...........                                                  Rs.3,550,679
                                                                    ============
 Balance as of
 March 31, 2000...  229,156,350 Rs.458,313 Rs.800,238 Rs.(208,358)                   Rs. 1,772   Rs.5,635,050
                    =========== ========== ========== ===========                    =========   ============
 Cash dividends
 paid (unaudited).          --         --         --          --                           --         (75,622)
 Shares issued by
 Trust net of
 forfeitures
 (unaudited)......          --         --         --          --                           --             --
 Compensation
 related to
 employee stock
 incentive plan
 (unaudited)......          --         --       4,373      (4,373)                         --             --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan
 (unaudited)......          --         --         --       28,324                          --              --
 Comprehensive
 income
 Net Income
 (unaudited)......          --         --         --          --         977,454           --         977,454
 Other
 comprehensive
 income...........          --         --         --          --                           --             --
  Unrealized gains
  (loss) on
  investments, net
  (unaudited).....          --         --         --          --             105           105            --
                                                                    ------------
 Comprehensive
 income
 (unaudited)......          --         --         --          --         977,559           --             --
                                                                    ============
 Balance as of
 June 30, 2000
 (unaudited)......  229,156,350 Rs.458,313 Rs.804,611 Rs.(184,407)                   Rs. 1,877   Rs.6,536,882
                    =========== ========== ========== ===========                    =========   ============
 Balance as of
 June 30, 2000($).              $   10,253 $   18,000 $    (4,125)                   $   41.99   $    146,239
                                ========== ========== ===========                    =========   ============
<CAPTION>
                      Equity Shares
                        held by a
                     Controlled Trust
                    --------------------     Total
                      No. of             Stockholders'
                      shares    Amount      Equity
                    ----------- -------- --------------
 <S>                <C>         <C>      <C>
 Balance as of
 March 31, 1997...  (1,937,575) Rs. (72) Rs.1,536,601
 Cash dividends
 paid.............         --       --        (42,012)
 Shares forfeited,
 net of issues by
 Trust............      (6,185)     (21)          (21)
 Compensation
 related to
 employee stock
 Incentive plan...         --       --            --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...         --       --          2,227
 Comprehensive
 plan.............
 Net income.......         --       --        302,013
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) of
  Investments,
  net.............         --       --         (8,102)
 Comprehensive
 income...........
 Balance as of
 March 31, 1998     (1,943,760)     (93)    1,790,706
                    ----------- -------- --------------
 Cash dividends
 paid.............         --       --        (75,727)
 Shares issued by
 Trust, net of
 forfeitures......     534,275       25            25
 Compensation
 related to
 employee stock
 incentive plan...         --       --            --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...         --       --         24,702
 Comprehensive
 income...........
 Net income.......         --       --        889,449
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) on
  investments,
  net.............         --       --         19,069
 Comprehensive
 income...........
 Balance as of
 March 31, 1999...  (1,409,485) Rs. (68) Rs.2,648,224
                    ----------- -------- --------------
 Cash dividends
 paid.............         --       --        (75,622)
 Shares issued by
 Trust, net of
 forfeitures......     138,280      (10)          (10)
 Sale of shares by
 Trust............      54,745        3       466,771
 Compensation
 related to
 employee stock
 incentive plan...         --       --             --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan...         --       --         96,898
 Comprehensive
 income...........
 Net income.......         --       --      3,551,703
 Other
 comprehensive
 income
  Unrealized
  gain/(loss) on
  investments,
  net.............         --       --         (1,024)
 Comprehensive
 income...........
 Balance as of
 March 31, 2000...  (1,216,460) Rs. (75) Rs.6,686,940
                    =========== ======== ==============
 Cash dividends
 paid (unaudited).         --       --        (75,622)
 Shares issued by
 Trust net of
 forfeitures
 (unaudited)......       2,360        1             1
 Compensation
 related to
 employee stock
 incentive plan
 (unaudited)......         --       --            --
 Amortization of
 compensation
 related to
 employee stock
 incentive plan
 (unaudited)......         --       --         28,324
 Comprehensive
 income
 Net Income
 (unaudited)......         --       --        977,454
 Other
 comprehensive
 income...........         --       --            --
  Unrealized gains
  (loss) on
  investments, net
  (unaudited).....         --       --            105
 Comprehensive
 income
 (unaudited)......         --       --            --
 Balance as of
 June 30, 2000
 (unaudited)......  (1,214,100) Rs. (74)    7,617,202
                    =========== ======== ==============
 Balance as of
 June 30, 2000($).              $ (1.66) $    170,407
                                ======== ==============
</TABLE>
       See accompanying notes to the consolidated financial statements.

                                      F-5
<PAGE>

                                 WIPRO LIMITED

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                        Year Ended March 31,                        Quarter Ended June 30,
                           --------------------------------------------------  ----------------------------------
                              1998          1999           2000        2000       1999         2000        2000
                           -----------  -------------  -------------  -------  -----------  -----------  --------
                                                                                            (unaudited)
 <S>                       <C>          <C>            <C>            <C>      <C>          <C>          <C>
 Cash flows from
  operating activities:
 Income from continuing
  operations.............  Rs. 928,229  Rs. 1,579,564  Rs. 3,332,996  $76,357  Rs. 440,832  Rs. 977,454  $ 21,868
 Adjustments to
  reconcile income from
  continuing operations
  to net cash provided
  by operating
  activities:
  Loss/(Gain) on sale of
   property, plant and
   equipment.............                      (4,635)        22,944      526                      (908)      (20)
  Depreciation and
   amortization..........      409,969        631,149        738,723   16,924      139,187      194,171     4,344
  Deferred tax
   charge/(benefit)......       33,186        (35,292)       182,553    4,182       40,376
  Loss/(Gain) on sale of
   short-term
   investments...........          --             --            (681)     (16)      (1,041)
  Loss/(Gain) on sale of
   stock of affiliates,
   including direct
   issue of stock by
   affiliate.............       36,438            --        (412,144)  (9,442)
  Amortization of
   deferred stock
   compensation .........        2,227         24,702         96,898    2,220       29,308       28,324       634
  Undistributed equity
   in earnings of
   affiliates............      (63,638)       (76,032)       (97,890)  (2,243)     (10,817)      25,549       572
  Minority interest......       (6,558)         9,602          3,661       84
  Changes in operating
   assets and
   liabilities:
   Accounts receivable...     (772,086)      (589,577)      (858,439) (19,666)      84,738     (244,825)   (5,477)
   Inventories...........      165,079        (27,765)       228,569    5,236       86,285     (122,386)   (2,738)
   Other assets..........       (6,270)       (58,329)      (237,449)  (5,440)     (69,191)    (318,915)   (7,135)
   Accounts payable......      257,513        620,086       (523,951) (12,003)    (274,743)    (252,782)   (5,655)
   Accrued expenses......      148,990        249,727        622,528   14,262       62,925      127,851     2,860
   Advances from
    customers............       48,314         89,529        216,820    4,967      (51,617)     (34,454)     (771)
   Other liabilities.....       77,391        (30,778)       165,972    3,802      (56,195)     (25,430)     (569)
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash provided by
  continuing operations..    1,258,784      2,381,951      3,481,110   79,750      420,047      353,649     7,913
 Net cash provided
  by/(used in)
  discontinued
  operations.............      148,071        (21,432)           --       --           --           --
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash provided by
  operating activities...    1,406,855      2,360,519      3,481,110   79,750      420,047      353,649     7,913
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Cash flows from
  investing activities:
 Expenditure on
  property, plant and
  equipment..............   (1,064,215)    (1,720,645)    (1,317,958) (30,194)    (194,046)    (431,438)   (9,652)
 Proceeds from sale of
  property, plant and
  equipment..............       29,737        206,415         32,333      741                     5,999       134
 Funding of discontinued
  operations.............          --        (935,810)      (855,793) (19,606)    (586,464)
 Purchase of minority
  interest in
  subsidiary.............          --             --         (67,500)  (1,546)
 Proceeds from sale of
  investments in
  affiliates.............       26,564            --         153,128    3,508
 Purchase of
  investments............                         --        (833,622) (19,098)
 Proceeds from sale and
  maturities of
  investments ...........          --             --          95,974    2,199        4,833
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash used in
  continuing operations..   (1,007,914)    (2,450,040)    (2,793,438) (63,996)    (775,677)    (425,439)   (9,518)
 Net cash provided by
  discontinued
  operations.............       47,709        168,050            --       --
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash used in
  investing activities...     (960,205)    (2,281,990)    (2,793,438) (63,996)    (775,677)    (425,439)   (9,518)
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Cash flows from
  financing activities:
 Proceeds
  from/(repayments of)
  short term borrowing
  from banks, net........      316,030       (229,678)    (1,688,043) (38,672)     102,431        6,585       147
 Proceeds from issuance
  of long term debt......      180,000        500,000      1,010,219   23,144          --        43,047       963
 Sale of share by Trust..          --             --         466,771   10,693          --
 Repayment of long-term
  debt...................     (273,425)      (463,086)      (755,049) (17,298)     (17,119)
 Proceeds from issuance
  of preferred stock.....          --         250,000            --       --
 Proceeds from issuance
  of common stock by a
  subsidiary/affiliate...       40,500            --         502,345   11,508
 Payment of cash
  dividends..............      (42,012)       (75,727)       (75,622)  (1,732)                  (75,622)   (1,692)
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash provided
  by/(used in)
  continuing operations..      221,093        (18,491)      (539,379) (12,357)      85,312      (25,990)     (582)
 Net cash used in
  discontinued
  operations.............     (212,646)      (158,422)          --        --
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net cash provided
  by/(used in) financing
  activities.............        8,447       (176,913)      (539,379) (12,357)      85,312      (25,990)     (582)
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Effect of de-
  consolidation of a
  subsidiary on cash and
  cash equivalents
  (Note 14)..............          --             --          (1,943)     (45)
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Net increase/(decrease)
  in cash and cash
  equivalents during the
  year...................      455,097        (98,384)       146,350    3,353     (270,318)     (97,780)   (2,187)
 Cash and cash
  equivalents at the
  beginning of the year..      288,012        743,109        637,253   14,599      637,253      783,603    17,530
                           -----------  -------------  -------------  -------  -----------  -----------  --------
 Cash and cash
  equivalents at the end
  of the year............  Rs. 743,109  Rs.   644,725  Rs.   783,603  $17,952  Rs. 366,935  Rs. 685,823  $ 15,343
                           ===========  =============  =============  =======  ===========  ===========  ========
 Supplementary
  information:
 Cash paid for interest..  Rs. 459,658  Rs.   344,886  Rs.   335,545  $ 7,687  Rs.  97,140  Rs.  17,112  $    383
 Cash paid for taxes.....       36,308        121,815        221,233  $ 5,068      (16,319)     235,415     5,267
</TABLE>
- -------
(1) Cash and cash equivalents as of March 31, 1999 include cash balances of
    Rs.7,472 relating to Wipro Finance. This balance is reflected as a
    component of "net liabilities of discontinued business" in the consolidated
    balance sheet as of March 31, 1999.

        See accompanying notes to the consolidated financial statements

                                      F-6
<PAGE>

                                 WIPRO LIMITED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Information as of and for the quarter ended June 30, 1999 and 2000 is
                                  unaudited.
         (in thousands, except share data and where otherwise stated)

1. Overview

   Wipro Limited (Wipro), together with its subsidiaries Wipro, Inc., EnThink,
Inc., Wipro Prosper Limited, Wipro Welfare Limited, Wipro Trademarks Holdings
Limited, Wipro Japan KK and affiliates Wipro Net Limited and Wipro GE Medical
Systems Limited (collectively, "the Company") is a leading India based
provider of IT services globally. Further, Wipro is in other businesses such
as Indian IT Services and Products, Consumer Care and Lighting and healthcare
systems. Wipro is headquartered in Bangalore, India.

2. Significant Accounting Policies

   The preparation of consolidated financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosure of contingent assets and
liabilities. Actual results could differ from these estimates.

   Basis of preparation of financial statements. The accompanying consolidated
financial statements have been prepared in accordance with United States
generally accepted accounting principles.

   Functional currency. The functional and reporting currency of the Company
is the Indian rupee as a significant portion of the Company's activities are
conducted in India.

   Convenience translation. The accompanying financial statements have been
prepared in Indian rupee, the national currency of India. Solely for the
convenience of the reader, the financial statements as of and for the quarter
ended June 30, 2000 and as of and for the year ended March 31, 2000 have been
translated into United States dollars at the noon buying rate in New York City
on June 30, 2000 and March 31, 2000 are for cable transfers in Indian rupees,
as certified for customs purposes by the Federal Reserve Bank of New York of $
1 = Rs. 44.70 and $1 = 43.65, respectively. No representation is made that the
Indian rupee amounts have been, could have been or could be converted into
United States dollars at such a rate or any other rate.

   Principles of consolidation. The consolidated financial statements include
the financial statements of Wipro and all of its subsidiaries, which are more
than 50% owned and controlled. All material inter-company accounts and
transactions are eliminated on consolidation. The Company accounts for
investments by the equity method where its investment in the voting stock
gives it the ability to exercise significant influence over the investee.

   Pursuant to a joint venture agreement, effective December 27, 1999, the
shareholding of the Company in Wipro Net Limited (Wipro Net) was reduced from
100% to 55%. The minority shareholder, KPN Group, holds 45% of the voting
stock and has certain significant participating rights which provide for its
effective involvement in significant decisions in the ordinary course of
business. Accordingly, the financial statements of Wipro Net, subsequent to
December 27, 1999 have not been consolidated.

   The financial statements of Wipro Finance Limited (Wipro Finance), a
majority owned subsidiary, were consolidated with Wipro in fiscal 1998 and
1999. In December 1999, Wipro reduced its shareholding in Wipro Finance to
50%. Wipro has no financial obligations or commitments to Wipro Finance and
does not intend to provide Wipro Finance with further financial support.
Accordingly, Wipro has not provided for any losses beyond its equity
investment and net advances, and the financial statements of Wipro Finance
have not been consolidated since April 1, 1999.

   Cash equivalents. The Company considers all highly liquid investments with
remaining maturities, at the date of purchase/investment, of three months or
less to be cash equivalents.

                                      F-7
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Revenue recognition. Revenues from software development services comprise
income from time-and-material and fixed-price contracts. Revenue with respect
to time-and-material contracts is recognized as related services are
performed. Revenue with respect to fixed-price contracts is recognized in
accordance with the percentage of completion method of accounting. Provisions
for estimated losses on contracts-in-progress are recorded in the period in
which such losses become probable based on the current contract estimates.
Maintenance revenue is deferred and recognized ratably over the term of the
agreement. Revenue from customer training, support, and other services is
recognized as the related service is performed. Revenue from the sales of
goods is recognized, in accordance with the sales contract, on despatch from
the factories/warehouses of the Company. When the Company receives advance
payments from customers for sale of products or provision of services, such
payments are reported as advances from customers until all conditions for
revenue recognition are met.

   Inventories. Inventories are stated at the lower of cost and market. Cost
is determined using the weighted average method for all categories of
inventories.

   Investment Securities. The Company classifies its debt and equity
securities in one of the three categories: trading, held-to-maturity or
available-for-sale, at the time of purchase and re-evaluates such
classifications as of each balance sheet date. Trading and available-for-sale
securities are recorded at fair value. Held-to-maturity securities are
recorded at amortized cost, adjusted for the amortization or accretion of
premiums or discounts. Unrealized holding gains and losses on trading
securities are included in earnings. Temporary unrealized holding gains and
losses, net of the related tax effect, on available-for-sale securities are
excluded from earnings and are reported as a separate component of
stockholders' equity until realized. Realized gains and losses from the sale
of available-for-sale securities are determined on a specific identification
basis and are included in earnings. A decline in the fair value of any
available-for-sale or held-to-maturity security below cost that is deemed to
be other than temporary results in a reduction in carrying amount to fair
value. Fair value is based on quoted market prices. The impairment is charged
to earnings.

   Derivative Financial Instruments. The Company uses short-term forward
foreign exchange contracts to cover foreign exchange risk. These contracts
qualify as hedges, as changes in their fair value offset the effect of a
change in the fair value of the underlying exposure. Such contracts are
revalued based on the spot rates at the date of the balance sheet and the spot
rates at the inception of the contract. Gains and losses arising on
revaluation are recognized as offsets to gains and losses resulting from the
transactions being hedged. Premium or discount on such forward exchange
contracts are recognized over the life of the contract. The Company has
entered into interest rate swap agreements which hedge interest rate risk on
underlying debt. These contracts qualify as hedge transactions and are
accounted for under the accrual method.

   Investments in affiliated companies. The Company's equity in the earnings
of affiliates is included in the statement of income and the Company's share
of net assets of affiliates is included in the balance sheet.

   Shares issued by subsidiary/affiliate. The issuance of stock by a
subsidiary/affiliate to third parties reduces the proportionate ownership
interest in the investee. Unless the issuance of such stock is part of a
broader corporate reorganization, the Company recognizes a gain or loss, equal
to the difference between the issuance price per share and the Company's
carrying amount per share. Such gain or loss, is recognized in the statement
of income when the transaction occurs.


                                      F-8
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Property, Plant and Equipment. Property, plant and equipment are stated at
cost. The Company depreciates property, plant and equipment over the estimated
useful life using the straight-line method. Assets under capital leases are
amortized over their estimated useful life or the lease term, as appropriate.
The estimated useful lives of assets are as follows:

<TABLE>
      <S>                                                         <C>
      Buildings.................................................. 30 to 60 years
      Plant and machinery........................................ 2 to 21 years
      Furniture, fixtures and equipment.......................... 2 to 5 years
      Vehicles................................................... 4 years
      Computer software.......................................... 2 years
</TABLE>

   Software for internal use is primarily acquired from third-party vendors
and is in ready to use condition. Costs for acquiring this software are
capitalized and subsequent costs are charged to revenue. The capitalized costs
are amortized on a straight-line basis over the estimated useful life of the
software. Deposits paid towards the acquisition of property, plant and
equipment outstanding at each balance sheet date and the cost of property,
plant and equipment not put to use before such date are disclosed under
capital work-in-progress. The interest cost incurred for funding an asset
during its construction period is capitalized based on the actual investment
in the asset and the average cost of funds. The capitalized interest is
included in the cost of the relevant asset and is depreciated over the
estimated useful life of the asset.

   Intangible Assets. The Company records as assets, costs incurred on assets
which are of enduring value at the consideration paid for it and amortizes the
cost by systematic charges to income over the period estimated to be
benefited. Cost of acquisition that result in a goodwill is reported as an
intangible asset and amortized over a period of five years.

   Start-up costs. Cost of start-up activities including organization costs
are expensed as incurred.

   Research and Development. Revenue expenditure on research and development
is expensed as incurred. Capital expenditure incurred on equipment and
facilities that are acquired or constructed for research and development
activities and having alternative future uses, is capitalized as tangible
assets when acquired or constructed. Software product development costs are
expensed as incurred until technological feasibility is achieved.

   Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
Of. The Company has adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 121
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount
of an asset to future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less cost to sell.

   Foreign Currency Transactions. The functional and reporting currency of the
Company is the Indian rupee. Foreign currency transactions are translated into
Indian rupees at the rates of exchange prevailing on the date of the
respective transactions. Assets and liabilities in foreign currency are
translated into Indian rupees at the exchange rate prevailing on the balance
sheet date. The resulting exchange gains/losses are included in the statement
of income.

   Earnings Per Share. The Company has adopted SFAS No. 128, Earnings Per
Share. In accordance with SFAS No. 128, basic earnings per share is computed
using the weighted average number of common shares outstanding during the
period. Diluted earnings per share is computed using the weighted average
number of

                                      F-9
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

common and dilutive common equivalent shares outstanding during the period,
using the treasury stock method for options and warrants, except where the
results would be antidilutive.

   Income Taxes. Income taxes are accounted for using the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The measurement of deferred tax assets is reduced, if necessary, by a
valuation allowance for any tax benefits of which future realization is
uncertain.

   Retirement Benefits to Employees.

   Gratuity: In accordance with applicable Indian laws, the Company provides
for gratuity, a defined benefit retirement plan (Gratuity Plan) covering
certain categories of employees. The Gratuity Plan provides a lump sum payment
to vested employees, at retirement or termination of employment, an amount
based on the respective employee's last drawn salary and the years of
employment with the Company. The Company provides the gratuity benefit through
annual contributions to a fund managed by the Life Insurance Corporation of
India. Under this scheme, the settlement obligation remains with the Company,
although the Life Insurance Corporation of India administers the scheme and
determines the contribution premium required to be paid by the Company. The
impact of the scheme is not material or expected to become material to the
financial condition or operations of the Company.

   Superannuation: Apart from being covered under the Gratuity Plan described
above, the senior officers of the Company also participate in a defined
contribution plan maintained by the Company. This plan is administered by the
Life Insurance Corporation of India. The Company makes annual contributions
based on a specified percentage of each covered employee's salary. The Company
has no further obligations under the plan beyond its annual contributions.

   Provident fund: In addition to the above benefits, all employees receive
benefits from a provident fund, a defined contribution plan. The employee and
employer each make monthly contributions to the plan equal to 12% of the
covered employee's salary. Until fiscal 1981, the Company contributed to the
employees' provident fund maintained by the Government of India. Effective
fiscal 1982, the Company established a provident fund trust to which a part of
the contributions are made each month. The remainder of the contributions are
made to the Government's provident fund. The Company has no further
obligations under the plan beyond its monthly contributions.

   Stock-based Compensation. The Company uses the intrinsic value based method
of Accounting Principles Board (APB) Opinion No. 25 to account for its
employee stock based compensation plans. The Company has therefore adopted the
pro forma disclosure provisions of SFAS No. 123, Accounting for Stock-based
Compensation.

   Recent accounting pronouncements. In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded on the balance sheet either as an asset or as a
liability and be measured at its fair value. The Statement requires that
changes in a derivative's fair value be recognised in the current period
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that the
Company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133 is effective for all
fiscal periods beginning after June 15, 1999. Application of the Statement
will not have a significant impact on the financial statements of the Company.

                                     F-10
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3. Discontinued Operations

   The Company was involved in the financial services business through Wipro
Finance, a majority owned subsidiary. The Company, for strategic reasons,
decided to concentrate on its core businesses and as a result, in March 1999,
the Company decided to exit the financial services business and approved a
formal plan for winding down the operations of this business. Under the plan,
Wipro Finance will not accept any new business and the existing assets and
liabilities would be liquidated as per their contractual terms. The Company
estimated the shortfall in servicing liabilities of Wipro Finance through its
assets and decided to fund the shortfall through a fresh infusion of equity
and preferred stock amounting to Rs. 950,000.

   The results of operations of Wipro Finance for all periods have been
reported separately as "loss from operations of discontinued finance
division". Similarly, the obligation of the Company to fund losses under the
plan, in excess of recognized losses as of March 31, 1999, has been accrued as
"provision for operating losses during phase-out period".

   The assets and liabilities of Wipro Finance as of March 31, 1999 have been
aggregated and reported separately as "net liabilities of discontinued
business" as given below:

<TABLE>
<CAPTION>
                                                                 As of March 31,
                                                                      1999
                                                                 ---------------
      <S>                                                        <C>
      Assets:
        Cash and cash equivalents...............................  Rs.    7,472
        Loans, net of allowances ...............................     1,278,533
        Investment securities...................................       116,855
        Property, plant and equipment, net......................        64,705
        Other assets............................................       147,063
                                                                  ------------
        Total assets............................................     1,614,628
                                                                  ------------
      Liabilities:
        Long term debt..........................................     2,141,844
        Accounts payable........................................        33,058
        Preferred stock.........................................       286,000
        Other liabilities.......................................         9,519
                                                                  ------------
        Total liabilities.......................................     2,470,421
                                                                  ------------
          Net liabilities of discontinued business..............  Rs.  855,793
                                                                  ============
</TABLE>

   The summarized information on results of operations of the discontinued
business is given below:

<TABLE>
<CAPTION>
                                                           Year Ended March 31,
                                                                   1999
                                                           --------------------
      <S>                                                  <C>
      Revenue.............................................  Rs.  469,582
      Operating expenses..................................      (930,399)
                                                              -------------
      Loss from operations of discontinued finance
       division...........................................  Rs. (460,817)
                                                              =============
</TABLE>

   In December 1999, the Company sold 50% of the interest in Wipro Finance to
certain investors for a nominal amount. As a result of the sale, the Company
does not have a controlling interest in Wipro Finance. The financial
statements of Wipro Finance have not been consolidated for the year ended
March 31, 2000 and quarters ended June 30, 1999 and 2000. The tax benefit of
Rs. 218,707 arising on the sale has been reported separately as a component of
discontinued operations.

                                     F-11
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


4. Cash and Cash Equivalents and Restricted Cash

   Cash and cash equivalents as of March 31, 1999, 2000 and June 30, 2000
comprise of cash and cash on deposit with banks. Cash and cash equivalents
include deposits of Rs. 2,008, Rs. 2,108 and Rs. 2,108 as of March 31, 1999,
2000 and June 30, 2000 respectively placed with banks as margin money in the
normal course of business operations.

5. Accounts Receivable

   The accounts receivable as of March 31,1999, 2000 and June 30, 2000 are
stated net of allowance for doubtful accounts. The Company maintains an
allowance for doubtful accounts based on present and prospective financial
condition of the customer and aging of the accounts receivable. Accounts
receivable are generally not collateralized.

   The activity in the allowance for doubtful accounts receivable is given
below:

<TABLE>
<CAPTION>
                                                                     Quarter
                                          Year Ended March 31,        ended
                                         ------------------------   June 30,
                                            1999         2000         2000
                                         -----------  -----------  -----------
                                                                   (unaudited)
      <S>                                <C>          <C>          <C>
      Balance at the beginning of the
       period..........................  Rs. 191,473  Rs. 277,841  Rs. 196,602
      Additional provision during the
       period..........................      123,039      299,122       66,351
      Bad debts charged to provision...      (36,671)    (380,361)      (6,776)
                                         -----------  -----------  -----------
      Balance at the end of the period.  Rs. 277,841  Rs. 196,602  Rs. 256,177
                                         ===========  ===========  ===========
</TABLE>

6. Inventories

   Inventories consist of the following:

<TABLE>
<CAPTION>
                                            As of March 31,
                                      --------------------------- As of June 30,
                                          1999          2000           2000
                                      ------------- ------------- --------------
                                                                   (unaudited)
      <S>                             <C>           <C>           <C>
      Stores and spare parts......... Rs.    68,592 Rs.    42,914 Rs.    48,560
      Raw materials and components...       606,034       497,545       566,445
      Work-in-process................       143,301        92,970       154,283
      Finished goods.................       625,801       581,731       568,258
                                      ------------- ------------- -------------
                                      Rs. 1,443,728 Rs. 1,215,160 Rs. 1,337,546
                                      ============= ============= =============
</TABLE>

7. Other Assets

   Other assets consist of the following:

<TABLE>
<CAPTION>
                                            As of March 31,
                                       ------------------------- As of June 30,
                                           1999         2000          2000
                                       ------------ ------------ --------------
                                                                  (unaudited)
      <S>                              <C>          <C>          <C>
      Prepaid expenses................ Rs.  270,462 Rs.  377,911  Rs. 368,265
      Advances to suppliers...........       43,956       35,510       50,328
      Balances with statutory
       authorities....................      134,202      224,215      103,102
      Deposits........................      255,930      382,307      908,773
      Advance income taxes............      273,501      125,000       32,550
      Others..........................      181,708      219,025      219,865
                                       ------------ ------------  -----------
                                          1,159,759    1,363,968    1,682,883
      Less: Current assets............      909,456      981,661    1,357,454
                                       ------------ ------------  -----------
                                       Rs.  250,303 Rs.  382,307  Rs. 325,429
                                       ============ ============  ===========
</TABLE>

                                     F-12
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


8. Investment Securities

   Investment securities consist of the following:

<TABLE>
<CAPTION>
                             As of March 31, 1999                        As of March 31, 2000
                   ----------------------------------------- ---------------------------------------------
                               Gross      Gross                            Gross      Gross
                             Unrealized Unrealized                       Unrealized Unrealized
                   Carrying   Holding    Holding     Fair     Carrying    Holding    Holding
                     Value     Gains      Losses     Value      Value      Gains      Losses   Fair Value
                   --------- ---------- ---------- --------- ----------- ---------- ---------- -----------
<S>                <C>       <C>        <C>        <C>       <C>         <C>        <C>        <C>
Available-for-sale:
 Equity
  securities.....  Rs.   233 Rs. 2,230   Rs. (30)  Rs. 2,433 Rs.     233 Rs. 2,298   Rs. (27)  Rs.   2,504
 Mutual fund
  units..........      3,793     1,041       --        4,834         --        --        --            --
                   --------- ---------   -------   --------- ----------- ---------   -------   -----------
                   Rs. 4,026 Rs. 3,271   Rs. (30)  Rs. 7,267 Rs.     233 Rs. 2,298   Rs. (27)  Rs.   2,504
                   ========= =========   =======   ========= =========== =========   =======   ===========
Held-to-maturity:
 Treasury
  securities.....  Rs. 2,500 Rs.   --    Rs. --    Rs. 2,500 Rs.     --  Rs.   --    Rs. --    Rs.     --
 Bonds and
   Debentures....         24       --        --           24     294,646       --        --        294,646
                   --------- ---------   -------   --------- ----------- ---------   -------   -----------
                       2,524       --        --        2,524     294,646       --        --        294,646
                   --------- ---------   -------   --------- ----------- ---------   -------   -----------
 Total...........  Rs. 6,550 Rs. 3,271   Rs. (30)  Rs. 9,791 Rs. 294,879 Rs. 2,298   Rs. (27)  Rs. 297,150
                   ========= =========   =======   ========= =========== =========   =======   ===========
<CAPTION>
                          As of June 30, 2000 (unaudited)
                   ---------------------------------------------
                                 Gross      Gross
                               Unrealized Unrealized
                    Carrying    Holding    Holding
                      Value      Gains      Losses   Fair Value
                   ----------- ---------- ---------- -----------
<S>                <C>         <C>        <C>        <C>
Available-for-sale:
 Equity
  securities.....  Rs.     233 Rs. 2,165   Rs. (32)  Rs.   2,366
 Mutual fund
  units..........
                   ----------- ---------- ---------- -----------
                   Rs.     233  Rs 2,165    Rs (32)  Rs.   2,366
                   =========== ========== ========== ===========
Held-to-maturity:
 Treasury
  securities.....  Rs.     --   Rs   --     Rs --    Rs      --
 Bonds and
   Debentures....      294,646       --        --        294,646
                   ----------- ---------- ---------- -----------
                       294,646       --        --        294,646
                   ----------- ---------- ---------- -----------
 Total...........  Rs. 294,879 Rs. 2,165   Rs. (32)  Rs. 297,012
                   =========== ========== ========== ===========
</TABLE>

   Debt securities, held to maturity as of June 30, 2000 mature between one
through five years.

   Dividends from securities available for sale, during the years ended March
31, 1999 and 2000 was Rs. 131 and Rs. 22 respectively and is included in other
income. Proceeds from the sale of securities, available for sale were Rs.
4,474 during the year ended March 31, 2000.

9. Property, Plant and Equipment

   Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                           As of March 31,
                                      --------------------------      As of
                                          1999          2000      June 30, 2000
                                      ------------  ------------  -------------
                                                                   (unaudited)
      <S>                             <C>           <C>           <C>
      Land..........................  Rs.  195,590  Rs.  273,804  Rs.   345,855
      Buildings.....................       396,408       701,839        756,141
      Plant and machinery...........     2,901,546     3,202,434      3,367,611
      Furniture, fixtures, and
       equipment....................       455,609       647,590        683,278
      Vehicles......................       158,448       217,729        229,098
      Computer software for internal
       use..........................       169,452       298,105        389,357
      Capital work-in-progress......       860,063       709,146        702,954
                                      ------------  ------------  -------------
                                         5,137,116     6,050,647      6,474,294
      Accumulated depreciation and
       amortization.................    (1,882,691)   (2,446,966)    (2,638,096)
                                      ------------  ------------  -------------
      Property, plant and equipment,
       net..........................  Rs.3,254,425  Rs.3,603,681  Rs. 3,836,198
                                      ============  ============  =============
</TABLE>

   Depreciation expense for the years ended March 31, 1999, 2000 and the
quarter ended June 30, 2000 is  Rs. 630,543, Rs. 734,473 and Rs. 193,671
respectively. This includes Rs. 29,871, Rs. 53,261 and Rs. 28,698 of
amortization of capitalized internal use software during the years ended March
31, 1999, 2000, and the quarter ended June 30, 2000 respectively.

10. Intangible Assets

   Intangible assets consisting of technical know-how and goodwill, are stated
net of accumulated amortization of Rs. 1,397, Rs. 5,647 and Rs. 6,147 as of
March 31, 1999, 2000 and the quarter ended June 30, 2000 respectively.
Technical know-how is amortized over six years. Amortization expenses for the
years ended March 31, 1999, 2000 and the quarter ended June 30, 2000 are Rs.
606, Rs. 4,250, and Rs. 538 respectively.

                                     F-13
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In October 1999, the Company acquired the 45% minority interest in Wipro
Computers Limited for a consideration of Rs. 67,500. The acquisition resulted
in a goodwill of Rs. 10,500 which is reported as an intangible asset. The
goodwill is being amortized over a period of 5 years.

11. Other Current Liabilities

   Other current liabilities consist of the following:

<TABLE>
<CAPTION>
                                                As of March 31,        As of
                                            -----------------------  June 30,
                                               1999        2000        2000
                                            ----------- ----------- -----------
                                                                    (unaudited)
      <S>                                   <C>         <C>         <C>
      Inter-corporate deposits............. Rs.     --  Rs.  49,692 Rs.  65,699
      Statutory dues payable...............      69,707     154,958     166,313
      Sundry deposits......................         --          --       96,595
      Taxes payable........................     303,295     195,497       3,190
      Others...............................      47,328      35,414     123,422
                                            ----------- ----------- -----------
                                            Rs. 420,330 Rs. 435,561 Rs. 455,219
                                            =========== =========== ===========
</TABLE>

12. Other Liabilities

   Other liabilities consist of security deposits collected from the Company's
dealers.

13. Operating Leases

   The Company leases office and residential facilities under cancellable
operating lease agreements that are renewable on a periodic basis at the
option of both the lessor and the lessee. Rental expense under those leases
was Rs. 209,830, Rs. 237,693 and Rs. 68,636 for the years ended March 31,
1999, 2000 and the quarter ended June 30, 2000 respectively.

14. Investments in Affiliates

   Wipro GE Medical Systems (Wipro GE). The Company has accounted for its 49%
interest in Wipro GE by the equity method. The carrying value of the
investment in Wipro GE as of March 31, 1999, 2000 and June 30, 2000 was
Rs. 310,250, Rs. 434,299 and Rs. 444,099 respectively. The Company's equity in
the income of Wipro GE for the year ended March 31, 1999, 2000 and the quarter
ended June 30, 2000 was Rs. 95,632, Rs. 138,749 and Rs. 17,150 respectively.

   Wipro Net. As of March 31, 1999, the Company held a 100% interest in Wipro
Net represented by 15,219,180 equity shares of Rs. 10 each. Wipro Net is
engaged in value added networking and communication services. The financial
statements of Wipro Net were consolidated in fiscal 1999. In fiscal 2000, the
Company sold 2,903,410 equity shares to a minority shareholder for a
consideration of Rs. 203,000 pursuant to a joint venture agreement. The gain
on sale of Rs. 146,144 is included in the statement of income. Additionally,
Wipro Net directly issued 7,173,132 shares to the joint venture partner at a
price of Rs. 70 per share. As a result of the transactions, the Company's
interest in Wipro Net reduced to 55%. The shareholders' agreement provides the
minority shareholder in the joint venture with significant participating
rights, which provide for its effective involvement in significant decisions
in the ordinary course of business. Further, the shareholders' agreement
requires the Company to reduce its interest from 55% to 45% within 2 to 3
years. Therefore, subsequent to the dilution, the Company has accounted for
its 55% interest by the equity method. The carrying value of the investment in
Wipro Net as of March 31, 2000 and June 30, 2000 was Rs. 270,586 and Rs.
235,396 respectively. The carrying value has increased by Rs. 266,000 due to
the direct issue of shares to the minority shareholder. As the direct issue of
shares by Wipro Net is not part of a broader corporate reorganization, the
gain due to the change in the carrying value of the investment has been
included in the statement of income. The Company's equity in the loss of Wipro
Net for the year ended March 31, 2000 and the quarter ended June 30, 2000 was
Rs. 26,159 and Rs. 35,349 respectively.

                                     F-14
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


15. Financial Instruments and Concentration of Risk

   Concentration of risk. Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of cash
equivalents, investment securities and accounts receivable. The Company's cash
resources are invested with financial institutions and commercial corporations
with high investment grade credit ratings. Limits have been established by the
Company as to the maximum amount of cash that may be invested with any such
single entity. To reduce its credit risk, the Company performs ongoing credit
evaluations of customers. No single customer accounted for 10% or more of
accounts receivable as of March 31, 1999, and 2000 and June 30, 2000.

   Derivative financial instruments. The Company enters into foreign forward
exchange contracts and interest rate swap agreements where the counterparty is
generally a bank. The Company considers the risks of non-performance by the
counterparty as non-material. The following table presents the aggregate
contracted principal amounts of the Company's derivative financial instruments
outstanding:

<TABLE>
<CAPTION>
                                         As of March 31,
                               ------------------------------------   As of June 30,
                                     1999               2000               2000
                               ----------------- ------------------ ------------------
                                                                       (unaudited)
      <S>                      <C>               <C>                <C>
      Forward contracts....... $7,863,403 (sell) $48,487,662 (sell) $47,100,410 (sell)
      Interest rate swaps..... $9,750,000        $ 6,500,000        $ 6,500,000
</TABLE>

   The foreign forward exchange contracts mature between one to six months.
Interest rate swap agreements mature between one to five years.

16. Borrowings from Banks

   The Company has a line of credit of Rs. 2,650,000 from its bankers for
working capital requirements. The line of credit is renewable annually. The
credit bears interest at the prime rate of the bank, which averaged 13.12% in
fiscal 1999 and 2000 and 12.40% in the quarter ended June 30, 2000. The
facilities are secured by inventories, accounts receivable and certain
property and contain financial covenants and restrictions on indebtedness.

17. Long-term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                             As of March 31,
                                        ------------------------- As of June 30,
                                            1999         2000          2000
                                        ------------ ------------ --------------
                                                                   (unaudited)
      <S>                               <C>          <C>          <C>
      Debentures and bonds............  Rs.   13,333 Rs.      --            --
      Foreign currency borrowings.....       413,227      269,453       272,824
      Rupee term loans from banks and
       financial institutions.........       709,858    1,153,495     1,188,846
      Foreign currency term loans from
       financial institutions.........        57,877          --            --
      Others..........................        27,274       37,766        42,091
                                        ------------ ------------  ------------
                                           1,221,569    1,460,714     1,503,761
      Less: Current portion...........       454,467    1,249,570     1,292,617
                                        ------------ ------------  ------------
                                        Rs.  767,102 Rs.  211,144  Rs.  211,144
                                        ============ ============  ============
</TABLE>

                                     F-15
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In December 1999, the Company has transferred an 8% interest in Wipro Net
to a financial institution. Under the terms of the transfer, the Company has a
call option to repurchase the transferred shares at a pre-determined
consideration. Additionally, the financial institution has a put option to
sell the shares to the Company at a pre-determined consideration. The
financial institution cannot transfer the shares to a third party within the
period of the call option. The Company has recorded the transfer as a secured
borrowing with pledge of collateral. As of June 30, 2000, the rupee term loans
include Rs. 1,063,746 representing such a borrowing. The call and put option
can be exercised between 13 months to 18 months from the date of transfer. The
principal shareholder of the Company has pledged certain shares held in Wipro
to further secure the borrowing.

   All other long term debt is secured by a specific charge over the property,
plant and equipment of the Company and contains certain financial covenants
and restrictions on indebtedness.

   Foreign currency borrowing represents a fixed rate U.S. dollar borrowing.
In order to hedge the foreign exchange risk on the borrowing, Wipro entered
into a structured swap agreement with a bank in September 1999. Under this
agreement, the bank would assume all responsibilities to repay the borrowing
and interest thereon in foreign currency as per the scheduled maturity of the
borrowing. In exchange, the Company would pay the bank a fixed amount in
Indian rupees per an agreed schedule. In order to secure the Indian rupee
payment streams to the bank, Wipro made an investment in certain discount
bonds, the proceeds of which have been assigned as security to the bank. The
swap agreement has been accounted as a hedge with the hedge cost amortized to
income over the life of the contract. The discount bonds are classified as
"held to maturity" investment securities.

   An interest rate profile of long term debt is given below:

<TABLE>
<CAPTION>
                                               As of March 31,
                                             ------------------- As of June 30,
                                                 1999      2000       2000
                                             ------------- ----- --------------
                                                                  (unaudited)
      <S>                                    <C>           <C>   <C>
      Debentures and bonds.................. 14.0 to 18.5%   --%       --%
      Foreign currency borrowings...........     6.7%       6.7%      6.7%
      Rupee term loans from banks and
       financial institutions............... 13.5 to 15.0% 13.9%     13.9%
      Foreign currency term loans from
       financial institutions...............     7.5%        --%       --%
</TABLE>

   A maturity profile of long term debt outstanding as of June 30, 2000 is set
out below:

<TABLE>
      <S>                                                          <C>
      Maturing in:
        2001...................................................... Rs. 1,292,617
        2002......................................................       161,480
        2003......................................................        20,150
        2004......................................................        28,305
        Thereafter................................................         1,209
                                                                   -------------
          Total................................................... Rs. 1,503,761
                                                                   =============
</TABLE>

18. Equity Shares and Dividends

   The Company presently has only one class of equity shares. For all matters
submitted to vote in the shareholders meeting, every holder of equity shares,
as reflected in the records of the Company on the date of the shareholders
meeting shall have one vote in respect of each share held by him or her.

   Indian statutes mandate that dividends shall be declared out of
distributable profits only after the transfer of up to 10% of net income
computed in accordance with current regulations to a general reserve. Should
the Company declare and pay dividends, such dividends will be paid in Indian
rupees to each holder of equity shares in proportion to the number of shares
held by him to the total equity shares outstanding as on that date. Indian

                                     F-16
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

statutes on foreign exchange govern the remittance of dividend outside India.
Such dividend payments are subject to withholding taxes applicable at the time
of payment.

   In the event of liquidation of the affairs of the Company, all preferential
amounts, if any, shall be discharged by the Company. The remaining assets of
the Company, after such discharge, shall be distributed to the holders of
equity shares in proportion to the number of shares held by them.

   The Company paid cash dividends of Rs. 75,727, Rs. 75,622 and Rs. 75,622
during the years ended March 31, 1999, 2000 and the quarter ended June 30,
2000 respectively. The dividend per share was Rs. 0.30 during the years ended
March 31, 1999, 2000 and the quarter ended June 30, 2000.

   In November 1997, the Company effected a two-for-one share split in the
form of a share dividend. In September 1999, the Company effected a five-for-
one share split of the Company's equity shares. All references in the
consolidated financial statements to number of shares and per share amounts of
the Company's equity shares have been retroactively restated to reflect the
increased number of equity shares outstanding resulting due to the share
splits.

19. Retained Earnings

   The Company's retained earnings as of March 31, 1999, 2000 and June 30,
2000 include restricted retained earnings of Rs. 30,773, Rs. 23,585 and Rs.
24,335 respectively which are not distributable as dividends under Indian
company and tax laws. These relate to requirements regarding earmarking a part
of the retained earnings for redemption of debentures and to avail specific
tax allowances.

   Retained earnings as of March 31, 1999, 2000 and June 30, 2000 also include
Rs. 261,250, Rs. 532,885 and Rs. 507,336 respectively of undistributed
earnings in equity of affiliates.

20. Redeemable Preferred Stock

   Preferred stock issued by companies incorporated in India carries a
preferential right to be paid and on liquidation, and a preferential right to
be repaid over the equity shares. The Company has two series of redeemable
preferred stock as detailed below that are reflected as a liability in the
balance sheets.

   Redeemable preferred stock of Wipro. The Company has issued 25,000,000
shares of preferred stock aggregating Rs. 250,000 to a financial institution
bearing dividend at 10.25% per annum. The preferred stock do not bear a
conversion option and is redeemable at the option of the holder at par value
in December 2000.

   Redeemable preferred stock of Wipro Finance. On March 31, 1998, Wipro
Finance issued 2,500,000 shares of preferred stock aggregating Rs. 250,000 to
a financial institution. The preferred stock is convertible to equity shares
of Wipro Finance at a formula price based on the net asset value of Wipro
Finance on the conversion date. Alternatively, the investor has the option to
seek redemption at a determinable price. The Company has accrued for dividends
at the effective yield of 14.4% representing the difference between the par
value and the redemption price. The dividend on the preferred stock has been
treated as interest expense and reported as a component of "loss from
operations of discontinued finance business". As of March 31, 1999, the
preferred stock with a carrying value of Rs. 286,000 has been reported as a
component of "net liabilities of discontinued business".

                                     F-17
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


21. Other Expense, Net

   Other expense consists of the following:

<TABLE>
<CAPTION>
                                         Year Ended March 31,             Quarter Ended June 30,
                                ----------------------------------------  ------------------------
                                    1998          1999          2000         1999         2000
                                ------------  ------------  ------------  -----------  -----------
                                                                                (unaudited)
      <S>                       <C>           <C>           <C>           <C>          <C>
      Interest expense, net of
       capitalized interest...  Rs.(433,051)  Rs. (271,830) Rs. (283,627) Rs. (73,243) Rs. (22,686)
      Foreign exchange
       gain/(loss)............      (129,860)       34,008        51,603       27,461      (11,555)
      Others..................        47,384       102,997        76,880       30,202       18,813
                                ------------  ------------  ------------  -----------  -----------
         Total................  Rs. (515,527) Rs. (134,825) Rs. (155,144) Rs. (15,580) Rs. (15,428)
                                ============  ============  ============  ===========  ===========
</TABLE>

   Rs. 85,220, Rs. 53,980 and Rs. 10,000 of interest has been capitalized
during the years ended March 31, 1999, 2000, and quarter ended June 30, 2000
respectively.

22. Income Taxes

   Income taxes consist of the following:

<TABLE>
<CAPTION>
                                       Year Ended March 31,          Quarter Ended June 30,
                                ------------------------------------ ----------------------
                                   1998        1999         2000        1999       2000
                                ----------- -----------  ----------- ---------- -----------
                                                                          (unaudited)
      <S>                       <C>         <C>          <C>         <C>        <C>
      Current Taxes
        Domestic..............  Rs.  13,702 Rs. 153,008  Rs. 167,825 Rs.     -- Rs.  50,443
        Foreign...............       55,500      61,497      174,920     23,000      70,533
                                ----------- -----------  ----------- ---------- -----------
                                Rs.  69,202 Rs. 214,505  Rs. 342,745     23,000 Rs. 120,976
                                ----------- -----------  ----------- ---------- -----------
      Deferred Taxes
        Domestic..............  Rs.  33,186 Rs. (35,292) Rs. 182,553 Rs. 40,376         --
                                ----------- -----------  ----------- ---------- -----------
                                     33,186     (35,292)     182,553         --         --
                                ----------- -----------  ----------- ---------- -----------
         Total income tax
          expense.............  Rs. 102,388 Rs. 179,213  Rs. 525,298 Rs. 63,376 Rs. 120,976
                                =========== ===========  =========== ========== ===========
</TABLE>

   The reported income tax expense differed from amounts computed by applying
the enacted tax rates to income from continuing operations before income taxes
as a result of the following:

<TABLE>
<CAPTION>
                                         As of March 31,                  Quarter Ended June 30,
                             ------------------------------------------  -------------------------
                                 1998          1999           2000          1999         2000
                             ------------  -------------  -------------  ----------  -------------
                                                                               (unaudited)
   <S>                       <C>           <C>            <C>            <C>         <C>
   Income from continuing
    operations before
    taxes..................  Rs.1,030,617  Rs. 1,758,777  Rs. 3,858,294  Rs.503,509  Rs. 1,098,430
   Enacted tax rate in
    India..................            35%            35%          38.5%       38.5%          38.5%
                             ------------  -------------  -------------  ----------  -------------
   Computed expected tax
    expense................       360,716        615,572      1,485,443     193,851        422,896
   Effect of;
    Income exempt from tax
     in India..............      (367,830)      (546,901)    (1,104,111)   (178,860)      (409,654)
    Change in enacted tax
     rate..................        10,471            --         (22,385)     (4,951)           --
    Others.................        43,531         49,045         (8,569)     30,336         37,202
                             ------------  -------------  -------------  ----------  -------------
   Domestic income taxes...        46,888        117,716        350,378      40,376         50,444
   Effect of tax on foreign
    income.................        55,500         61,497        174,920      23,000         70,532
                             ------------  -------------  -------------  ----------  -------------
      Total income tax
       expense.............  Rs.  102,388  Rs.   179,213  Rs.   525,298  Rs. 63,376    Rs. 120,976
                             ============  =============  =============  ==========  =============
</TABLE>

                                     F-18
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A substantial portion of the profits of the Company's India operations are
exempt from Indian income taxes being profits attributable to export
operations and profits from undertakings situated in Software Technology and
Hardware Technology Parks. Under the tax holiday, the taxpayer can utilize an
exemption from income taxes for a period of any ten consecutive years. The
Company has opted for this exemption from the year ended March 31, 1997 for
undertakings situated in Software Technology and Hardware Technology Parks.
The aggregate rupee and per share effects of the tax holiday are Rs. 546,901
and Rs. 2.40 for the year ended March 31, 1999, Rs. 1,104,111 and Rs. 4.85 for
the year ended March 31, 2000, and Rs. 409,654 and Rs. 1.80 per share for the
quarter ended June 30, 2000, respectively.

<TABLE>
<CAPTION>
                                              As of March 31,
                                          ----------------------- As of June 30,
                                             1999        2000          2000
                                          ----------- ----------- --------------
                                                                   (unaudited)
      <S>                                 <C>         <C>         <C>
      Deferred tax assets
        Allowance for doubtful accounts.  Rs. 151,090 Rs.  37,366   Rs. 37,366
        Carry-forward business losses...       43,264         --           --
        Carry-forward capital losses....       17,921      24,446       24,446
        Transfer of stock of affiliate..          --      194,261      194,261
        Others..........................       64,002      11,678       11,678
                                          ----------- -----------  -----------
          Total.........................  Rs. 276,277 Rs. 267,751  Rs. 267,751
                                          =========== ===========  ===========
      Deferred tax liabilities
        Property, plant and equipment...  Rs.  59,557 Rs.  16,610   Rs. 16,610
        Unrealized gain on available for
         sale securities................          439         500          256
        Borrowing costs.................        2,597         864          864
                                          ----------- -----------  -----------
          Total.........................  Rs.  62,593 Rs.  17,974   Rs. 17,730
                                          =========== ===========  ===========
</TABLE>

   Management is of the opinion that the realizability of the deferred tax
assets recognized as of March 31, 1999, 2000 and June 30, 2000 is more likely
than not. Management has considered estimated future taxable income and the
impact of tax exemption currently available to the Company, while analyzing
the realizability of the deferred tax asset.

23. Employee Stock Incentive Plans

   In fiscal 1985, the Company established a controlled trust called the Wipro
Equity Reward Trust (WERT). Under this plan, the WERT would purchase shares of
Wipro out of funds borrowed from Wipro. The Company's Compensation Committee
would recommend to the WERT, officers and key employees, to whom the WERT will
grant shares from its holding. The shares have been granted at a nominal
price. Such shares would be held by the employees subject to vesting
conditions. The shares held by the WERT are reported as a reduction from
stockholders' equity. 392,355, 530,635 and 533,295 shares held by employees as
of March 31, 1999, 2000 and June 30, 2000, respectively, subject to vesting
conditions are included in outstanding equity shares.

   In February 2000, the WERT sold 54,745 shares to third parties for a
consideration of Rs. 524,475. The gain on the sale aggregating Rs. 524,472 net
of realized tax impact of Rs. 57,704 has been credited to additional paid in
capital.

                                     F-19
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The movement in the shares held by the WERT is given below:

<TABLE>
<CAPTION>
                                               Year Ended
                                                March 31,
                                           --------------------   Quarter Ended
                                             1999       2000      June 30, 2000
                                           ---------  ---------  --------------
                                                                  (unaudited)
      <S>                                  <C>        <C>        <C>
      Shares held at the beginning of the
       period............................  1,943,760  1,409,485    1,216,460
      Shares granted to employees........   (558,125)  (254,100)      (2,660)
      Sale of shares by the WERT.........        --     (54,745)         --
      Grants forfeited by employees......     23,850    115,820
                                           ---------  ---------    ---------
      Shares held at the end of the
       period............................  1,409,485  1,216,460    1,213,800
                                           =========  =========    =========
</TABLE>

   The Company has elected to use the intrinsic value-based method of APB
Opinion No. 25 to account for its employee stock-based compensation plan.
During the years ended March 31, 1999, and 2000, and the quarter ended June
30, 2000, the Company has recorded deferred compensation of Rs. 168,615,
Rs. 150,908 and Rs. 4,373 respectively for the difference between the grant
price and the fair value as determined by quoted market prices of the equity
shares at the grant date. The deferred compensation is amortized on a
straight-line basis over the vesting period of the shares which ranges from 6
to 60 months. The weighted-average-grant-date fair values of the shares
granted during the years ended March 31, 1999, 2000 and the quarter ended June
30, 2000 are Rs. 360, Rs. 1,028 and Rs. 1,853, respectively. The amortization
of deferred stock compensation for the years ended March 31, 1999, 2000 and
the quarter ended June 30, 2000 was Rs. 24,702, Rs. 96,898 and Rs. 28,324,
respectively. The stock-based compensation has been allocated to cost of
revenues and selling, general and administrative expenses as follows:

<TABLE>
<CAPTION>
                                       Year ended March 31,
                                 -------------------------------- Quarter Ended
                                    1998       1999       2000    June 30, 2000
                                 ---------- ---------- ---------- -------------
                                                                   (unaudited)
<S>                              <C>        <C>        <C>        <C>
Cost of revenues................ Rs.    925 Rs. 16,087 Rs. 36,299  Rs. 11,200
Selling, general and
 administrative expenses........      1,302      8,615     60,599      17,124
                                 ---------- ---------- ----------  ----------
Total........................... Rs. 2, 227 Rs. 24,702 Rs. 96,898  Rs. 28,324
                                 ========== ========== ==========  ==========
</TABLE>

   In July 1999, the Company established Wipro Employee Stock Option Plan 1999
(1999 Plan). Under the 1999 Plan, the Company is authorized to issue up to 5
million equity shares of common stock to eligible employees. Employees covered
by the 1999 Plan are granted an option to purchase shares of the Company
subject to the requirements of vesting. The Company has elected to use the
intrinsic value-based method of APB Opinion No. 25 to account for the 1999
Plan. During the year ended March 31, 2000 and the quarter ended June 30, 2000
the Company has not recorded any deferred compensation as the exercise price
was equal to the fair market value of the underlying equity shares on the
grant date.

   Stock option activity under the 1999 Plan is as follows:

<TABLE>
<CAPTION>
                                                  Year Ended March 31, 2000
                            ---------------------------------------------------------------------
                                                               Weighted average     Weighted-
                                           Range of exercise  exercise price and     average
                            Shares arising  prices and grant   grant date fair      remaining
                            out of options  date fair values        values       contractual life
                            -------------- ------------------ ------------------ ----------------
   <S>                      <C>            <C>                <C>                <C>
   Outstanding at the
    beginning of period....         --                    --            --
   Granted during the
    period.................   2,558,150    Rs. 1,024 to 2,522     Rs. 1,091         36 months
   Forfeited during the
    period.................    (146,000)                1,086         1,086          39
   Outstanding at the end
    of period..............   2,412,150        1,024 to 2,522         1,091          36
                              ---------    ------------------     ---------         ---------
   Exercisable at the end
    of the period..........         --     Rs.            --      Rs.   --          -- months
                              ---------    ------------------     ---------         ---------
</TABLE>

                                     F-20
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
                                         Quarter Ended June 30, 2000
                               ------------------------------------------------

   <S>                         <C>       <C>                <C>       <C>
   Outstanding at the
    beginning of period......  2,412,150 Rs. 1,024 to 2,522 Rs. 1,091 36 months
   Granted during the period.  2,573,500              1,853     1,853 41 months
   Forfeited during the
    period...................        --                 --        --        --
   Outstanding at the end of
    period...................  4,985,650     1,024 to 2,522     1,484 38 months
                               --------- ------------------ --------- ---------
   Exercisable at the end of
    the period...............        --             Rs. --    Rs. --  38 months
                               --------- ------------------ --------- ---------
</TABLE>

   The Company has adopted the pro forma disclosure provisions of SFAS No.
123. Had compensation cost been determined in a manner consistent with the
fair value approach described in SFAS No. 123, the Company's net income and
basic earnings per share as reported would have been reduced to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
                                       Year Ended March 31,
                               ------------------------------------ Quarter  Ended
                                  1998        1999         2000      June 30, 2000
                               ----------- ----------- ------------ --------------
                                                                     (unaudited)
      <S>                      <C>         <C>         <C>          <C>
      Net income..............
        As reported........... Rs. 302,013 Rs. 889,449 Rs.3,551,703  Rs. 977,454
        Adjusted pro forma....     302,013     889,449    3,317,287      514,266
      Earnings per share:
       Basic..................
        As reported...........        1.33        3.91        15.59         4.29
        Adjusted pro forma....        1.33        3.91        14.56         2.26
      Earnings per share:
       Diluted................
        As reported...........        1.33        3.91        15.54         4.26
        Adjusted pro forma....        1.33        3.91        14.51         2.25
</TABLE>

   The fair value of each option is estimated on the date of grant using the
Black-Scholes model with the following assumptions.

<TABLE>
      <S>                                                             <C>
      Dividend yield %...............................................      0.03%
      Expected life.................................................. 42 months
      Risk free interest rates.......................................     11.88%
      Volatility.....................................................      0.80
</TABLE>

24. Earnings per share

   A reconciliation of the equity shares used in the computation of basic and
diluted earnings per equity share is set out below.

<TABLE>
<CAPTION>
                                                                    Quarter
                                        As of March 31,              Ended
                              -----------------------------------   June 30,
                                 1998        1999        2000        2000
                              ----------- ----------- ----------- -----------
                                                                  (unaudited)
   <S>                        <C>         <C>         <C>         <C>
   Basic earnings per equity
    share--weighted average
    number of equity shares
    outstanding.............  227,215,683 227,479,728 227,843,378 227,942,550
   Effect of dilutive
    equivalent shares-stock
    options outstanding.....          --          --      804,756   1,625,224
                              ----------- ----------- ----------- -----------
   Diluted earnings per
    equity share--weighted
    average number of equity
    shares and equivalent
    shares outstanding......  227,215,683 227,479,728 228,648,134 229,567,774
                              =========== =========== =========== ===========
</TABLE>

   Shares held by the controlled WERT have been reduced from the equity shares
outstanding and shares held by employees subject to vesting conditions have
been included in outstanding equity shares for computing basic and diluted
earnings per share.

                                     F-21
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


25. Employee Benefit Plans

   The Company contributed Rs. 121,427, Rs. 161,723 and Rs. 55,822 to various
defined contribution plans during the years ended March 31, 1999, 2000 and the
quarter ended June 30, 2000, respectively.

   The following table sets out the funded status of the Gratuity Plan and the
amounts recognized in the Company's financial statements in fiscal 1999 and
2000. The Company adopted the provisions of SFAS No. 87 with effect from April
1, 1998. The impact of adopting SFAS No. 87 on prior periods was not material.

<TABLE>
<CAPTION>
                                                            As of March 31,
                                                         ----------------------
                                                            1999        2000
                                                         ----------  ----------
      <S>                                                <C>         <C>
      Change in the benefit obligation
      Projected Benefit Obligations (PBO) at the
       beginning of the year...........................  Rs. 44,216  Rs. 52,047
      Service cost.....................................       3,218       4,049
      Interest cost....................................       4,698       5,512
      Benefits paid....................................      (5,506)     (7,882)
      Amortization of unrecognized net loss............       5,421          57
                                                         ----------  ----------
      PBO at the end of the year.......................      52,047      53,783
                                                         ----------  ----------
      Change in plan assets
      Fair value of plan assets at the beginning of the
       year............................................      22,720      22,757
      Actual return on plan assets.....................       2,635       2,494
      Employer contributions...........................       2,908       7,133
      Benefits paid....................................      (5,506)     (7,882)
                                                         ----------  ----------
      Plan assets at the end of the year...............      22,757      24,502
                                                         ----------  ----------
      Funded status....................................     (29,290)    (29,281)
                                                         ----------  ----------
      Unrecognized actuarial loss......................       5,129       4,936
      Unrecognized transitional obligation.............      19,622      17,748
      Accrued benefit..................................      (4,539)     (6,597)

   Net gratuity cost for the years ended March 31, 1999 and 2000 included:

<CAPTION>
                                                         Year Ended March 31,
                                                         ----------------------
                                                            1999        2000
                                                         ----------  ----------
      <S>                                                <C>         <C>
      Service cost.....................................  Rs.  3,218  Rs.  4,049
      Interest cost....................................       4,698       5,512
      Expected return on assets........................      (2,344)     (2,351)
      Amortization of transition liabilities...........       1,874       1,874
                                                         ----------  ----------
      Net gratuity cost................................  Rs.  7,446  Rs.  9,084
                                                         ----------  ----------

   The actuarial assumptions used in accounting for the Gratuity Plan are:

<CAPTION>
                                                         Year Ended March 31,
                                                         ----------------------
                                                            1999        2000
                                                         ----------  ----------
      <S>                                                <C>         <C>
      Discount rate....................................      11%         11%
      Rate of increase in compensation levels..........      10%         10%
      Rate of return on plan assets....................    10.5%       10.5%
</TABLE>

                                     F-22
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

26. Related Party Transactions

   During the years ended March 31, 1999, 2000 and the quarter ended June 30,
2000, the Company sold goods and provided services in the nature of
administrative and management support for a consideration of  Rs. 15,079,
Rs. 54,535 and Rs. nil respectively to Wipro GE. The Company paid rental
charges of Rs. 1,198, Rs. 1,198 and Rs. 300 during the years ended March 31,
1999, 2000 and the quarter ended June 30, 2000 respectively to Wipro GE for
use of office premises. During the year ended March 31, 2000, the Company
provided consultancy services to Wipro Net for a consideration of Rs. 12,186.

   In April 1999, the Company entered into a cancellable agreement with the
principal shareholder for lease of residential premises. Rs. 1,200 and Rs. 300
has been paid to the principal shareholder as lease rentals for the year ended
March 31, 2000 and the quarter ended June 30, 2000.

   The Company has the following receivables from related parties, which are
reported as "other assets" in the balance sheet.

<TABLE>
<CAPTION>
                                                As of March 31,
                                             ---------------------     As of
                                                1999       2000    June 30, 2000
                                             ---------- ---------- -------------
                                                                    (Unaudited)
      <S>                                    <C>        <C>        <C>
      Wipro GE.............................  Rs.    581 Rs.    --   Rs.    --
      Wipro Net............................         --      12,186      12,186
      Security deposit given to Hasham
       Premji, a firm under common control.      25,000     25,000      25,000
                                             ---------- ----------  ----------
                                             Rs. 25,581 Rs. 37,186  Rs. 37,186
                                             ========== ==========  ==========
</TABLE>

27. Commitments and Contingencies

   Capital commitments. As of March 31, 1999, 2000 and June 30, 2000 the
Company had committed to spend approximately Rs. 478,061, Rs. 160,084 and Rs.
210,000 respectively under agreements to purchase property and equipment. This
amount is net of capital advances paid in respect of these purchases.

   Guarantees. As of March 31, 1999, 2000 and June 30, 2000 performance
guarantees provided by banks on behalf of the Company to certain Indian
Government and other agencies amount to approximately Rs. 448,938, Rs. 880,557
and Rs. 289,410 respectively as part of the bank line of credit.

   Other commitments. The Company's Indian operations have been established as
a Software Technology Park Unit under a plan formulated by the Government of
India. As per the plan, the Company's India operations have export obligations
to the extent of 1.5 times the employee costs for the year on an annual basis
and 1.5 times (increased to 5 times during fiscal 2000) the amount of foreign
exchange released for capital goods imported, over a five year period. The
consequence of not meeting this commitment in the future, would be a
retroactive levy of import duty on certain computer hardware previously
imported duty free. As of June 30, 2000, the Company has met all commitments
under the plan.

   Contingencies. The Company is involved in lawsuits, claims, investigations
and proceedings, including patent and commercial matters, which arise in the
ordinary course of business. There are no such matters pending that Wipro
expects to be material in relation to its business.

28. Segment Information

   The Company has adopted SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information, which establishes standards for reporting
information about operating segments and related disclosures about products,
geographic information and major customers.

                                     F-23
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company is organized by segments including Global IT Services, Indian
IT Services and Products, Consumer Care and Lighting and other segments. Each
of the segments has a Vice Chairman / Chief Executive Officer who reports to
the Chairman of the Company. The Chairman of the Company has been identified
as the Chief Operating Decision Maker as defined by SFAS No. 131. The Chairman
of the Company evaluates the segments based on their revenue growth, operating
income and return on capital employed. The accounting policies for the segment
are the same as described in the summary of significant accounting policies
and practices except that exchange rate fluctuations and interest income by
lending to the other segments within the Company is considered as a component
of total revenue and operating income for segment data.

   With effect from the quarter ended June 30, 2000, the chief operating
decision maker evaluates revenue growth and operating income of the segments
excluding interest income earned by the segment by lending to other segments
within the company as a component of revenue and operating income of the
segment.

   Consequently from the quarter ended June 30, 2000, interest income earned
by lending to other segments within the company is not considered as a
component of revenue and operating income for segment data. The Company has
three reportable segments:

   Global IT Services (Wipro Technologies) segment provides research and
development services for hardware and software design to technology and
telecommunication companies and software application development services to
corporate enterprises.

   Indian IT Services and Products (Wipro Infotech) segment focuses primarily
on meeting all the IT and electronic commerce requirements of Indian
companies.

   Consumer Care and Lighting segment manufactures, distributes and sells
soaps, toiletries, lighting products and hydrogenated cooking oils for the
Indian market.

   The "Others" segment consists of various business segments that did not
meet the requirements individually for a reportable segment as defined in SFAS
No. 131.

   Information on reportable segments is as follows:

Year Ended March 31, 1998

<TABLE>
<CAPTION>
                                         Indian IT      Consumer     Others (net
                           Global IT    Services and    Care and         of        Reconciling
                            Services      Products      Lighting    eliminations)     Items     Entity Total
                          ------------  ------------  ------------  -------------  -----------  -------------
<S>                       <C>           <C>           <C>           <C>            <C>          <C>
Revenues................  Rs.4,017,406  Rs.5,683,840  Rs.3,195,002  Rs.  804,211   Rs.     --   Rs.13,700,459
Exchange rate
 fluctuations...........        80,382       (52,726)       (4,327)          --        (23,329)           --
Interest income on
 funding other segments,
 net....................        99,000           --         33,804           --       (132,804)           --
                          ------------  ------------  ------------  ------------   -----------  -------------
 Total revenues.........     4,196,788     5,631,114     3,224,479       804,211      (156,133)    13,700,459
Cost of revenues........    (2,695,856)   (4,200,562)   (2,505,791)     (533,830)          --      (9,936,039)
Selling, general and
 adminstrative expenses.      (404,568)   (1,215,977)     (452,295)     (193,894)          --      (2,266,734)
                          ------------  ------------  ------------  ------------   -----------  -------------
 Operating income of
  segment...............  Rs.1,096,364  Rs.  214,575  Rs.  266,393  Rs.   76,487   Rs.(156,133) Rs. 1,497,686
                          ============  ============  ============  ============   ===========  =============
Total assets of segment.  Rs.3,945,899  Rs.2,854,680  Rs.1,284,118  Rs.3,309,855   Rs.     --   Rs.11,394,552
Capital employed........     2,971,511     1,220,033       744,562     3,334,323           --       8,270,429
Return on capital
 employed...............            37%           18%           36%          --            --             --
Accounts receivable.....       982,787     1,521,949       141,563       366,982           --       3,013,281
</TABLE>

                                     F-24
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Year Ended March 31, 1999

<TABLE>
<CAPTION>
                                         Indian IT      Consumer       Others
                           Global IT    Services and    Care and       (net of    Reconciling
                            Services      Products      Lighting    eliminations)    items     Entity Total
                          ------------  ------------  ------------  ------------- -----------  -------------
<S>                       <C>           <C>           <C>           <C>           <C>          <C>
Revenues................  Rs.6,359,305  Rs.7,262,349  Rs.3,464,806   Rs.805,649   Rs.     --   Rs.17,892,109
Exchange rate
 fluctuations...........       100,629       (30,881)       (5,747)         --        (64,001)           --
Interest income on
 funding other segments,
 net....................       141,467           --         36,100          --       (177,567)           --
                          ------------  ------------  ------------   ----------   -----------  -------------
  Total revenues........     6,601,401     7,231,468     3,495,159      805,649      (241,568)    17,892,109
Cost of revenues........    (4,056,996)   (5,358,144)   (2,585,403)    (581,558)          --     (12,582,101)
Selling, general and
 administrative
 expenses...............    (1,076,692)   (1,602,839)     (503,817)    (319,088)          --      (3,502,436)
                          ------------  ------------  ------------   ----------   -----------  -------------
  Operating income of
   segment..............  Rs.1,467,713  Rs.  270,485  Rs.  405,939   Rs.(94,997)  Rs.(241,568) Rs. 1,807,572
                          ============  ============  ============   ==========   ===========  =============
Total assets of segment.  Rs.5,259,706  Rs.3,603,224  Rs.1,240,716   Rs.597,951   Rs.     --   Rs.10,701,597
Capital employed........     3,612,051     1,360,772       714,330      372,665           --       6,059,818
Return on capital
 employed...............            41%           20%           57%         --            --             --
Accounts receivable.....     1,407,923     1,745,873       140,436      308,652           --       3,602,884
</TABLE>

Year Ended March 31, 2000

<TABLE>
<CAPTION>
                                          Indian IT      Consumer       Others
                            Global IT    Services and    Care and       (net of     Reconciling
                            Services       Products      Lighting    eliminations)     items     Entity Total
                          -------------  ------------  ------------  -------------  -----------  -------------
<S>                       <C>            <C>           <C>           <C>            <C>          <C>
Revenues................  Rs.10,206,078  Rs.8,181,627  Rs.3,222,316  Rs.1,380,583   Rs.     --   Rs.22,990,604
Exchange rate
 fluctuations...........         88,946       (13,923)       (2,090)          --        (72,933)           --
Interest income on
 funding other segments,
 net....................        163,500           --         43,000           --       (206,500)           --
                          -------------  ------------  ------------  ------------   -----------  -------------
  Total revenues........     10,458,524     8,167,704     3,263,226     1,380,583      (279,433)    22,990,604
Cost of revenues........     (6,173,724)   (6,183,092)   (2,251,238)   (1,070,031)          --     (15,678,085)
Selling, general and
 administrative
 expenses...............     (1,391,265)   (1,549,302)     (533,023)     (346,564)          --      (3,820,154)
                          -------------  ------------  ------------  ------------   -----------  -------------
  Operating income of
   segment..............  Rs. 2,893,535  Rs.  435,310  Rs.  478,965  Rs.  (36,012)  Rs.(279,433) Rs. 3,492,365
                          =============  ============  ============  ============   ===========  =============
Total assets of segment.  Rs. 5,116,501  Rs.3,788,784  Rs.1,282,676  Rs.2,490,392   Rs.     --   Rs.12,678,353
Capital employed........      2,711,042     1,474,491       678,549     3,569,708           --       8,433,790
Return on capital
 employed ..............            107%           30%           71%          --            --             --
Accounts receivable.....      2,163,931     1,743,789       133,889       389,751           --       4,431,360
</TABLE>


                                      F-25
<PAGE>

                                 WIPRO LIMITED

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Quarter ended June 30, 2000 (unaudited)

<TABLE>
<CAPTION>
                                           Indian IT      Consumer       Others
                            Global IT    Services and     Care and       (net of     Reconciling
                            Services       Products       Lighting    eliminations)     items     Entity Total
                          -------------  -------------  ------------  -------------  ----------- --------------
<S>                       <C>            <C>            <C>           <C>            <C>         <C>
Revenues................  Rs. 3,597,489  Rs. 1,654,605  Rs.  758,541  Rs.   252,253   Rs.   --   Rs.  6,262,887
Exchange rate
 fluctuations...........         29,934        (22,327)          --             --       (7,612)            --
                          -------------  -------------  ------------  -------------   ---------  --------------
  Total revenues........      3,627,427      1,632,278       758,541        252,253      (7,612)      6,262,887
Cost of revenues........     (1,908,968)    (1,215,681)     (520,478)      (192,113)        --       (3,837,240)
Selling, general and
 administrative
 expenses...............       (650,049)      (358,185)     (153,071)      (132,284)        --       (1,293,590)
                          -------------  -------------  ------------  -------------   ---------  --------------
  Operating income of
   segment..............  Rs. 1,068,410  Rs.    58,412  Rs.   84,992  Rs.   (72,144)  Rs.(7,612) Rs.  1,132,057
                          =============  =============  ============  =============   =========  ==============
Total assets of segment.  Rs. 6,400,753  Rs. 2,508,748  Rs.1,016,594  Rs. 3,547,093   Rs.   --   Rs. 13,473,188
Capital employed........      5,341,851        434,719       628,046      3,140,057         --        9,544,673
Return on capital
 employed ..............             80%            54%           54%                                        48%
Accounts receivable.....      3,039,115      1,195,747       116,975        324,348         --        4,676,185
</TABLE>

   The Company has three geographic segments: India, United States, and Rest
of the world. Revenues from the geographic segments based on domicile of
customer is as follows:

<TABLE>
<CAPTION>
                                           Year Ended March 31,                Quarter
                               --------------------------------------------     Ended
                                    1998           1999           2000      June 30, 2000
                               -------------- -------------- -------------- -------------
                                                                             (unaudited)
      <S>                      <C>            <C>            <C>            <C>
      India................... Rs.  9,521,795 Rs. 11,352,121 Rs. 12,407,632 Rs. 2,575,341
      United States...........      2,896,613      4,271,577      6,522,166     2,246,453
      Rest of the world.......      1,282,051      2,268,411      4,060,806     1,441,093
                               -------------- -------------- -------------- -------------
        Total................. Rs. 13,700,459 Rs. 17,892,109 Rs. 22,990,604 Rs. 6,262,887
                               ============== ============== ============== =============
</TABLE>

29. Fair Value of Financial Instruments

   The fair value of the Company's current assets and current liabilities
approximate their carrying values because of their short-term maturity. Such
financial instruments are classified as current and are expected to be
liquidated within the next twelve months. The fair value of held to maturity
investment securities and long term debt approximates their carrying value as
the interest rates reflect prevailing market rates.

30. Year 2000

   To date, the Company has not encountered any material Year 2000 issues
concerning its respective computer programs. The Company's plan for the Year
2000 included replacing or updating existing systems which were not Year 2000
compliant, assessing the Year 2000 preparedness of customers and counter-
parties and formulating a contingency plan to ensure business continuity in
the event of unforeseen circumstances. All costs associated with carrying out
the Company's plan for the Year 2000 problem have been expensed as incurred.

                                     F-26
<PAGE>

               WIPRO LIMITED - Selected financial data prepared
                        in accordance with Indian GAAP

                                BALANCE SHEETS
                                (in thousands)

   The following table sets forth selected financial data for Wipro Limited
for each of the years in the five year period ended March 31, 2000. The
financial data is compiled from our financial statements prepared in
accordance with Generally Accepted Accounting Principles in India. Under
Indian GAAP, Wipro does not consolidate its subsidiaries for accounting
purposes. Consequently, this financial data may differ materially from the
Wipro Limited US GAAP financial statements included elsewhere in this
prospectus.


<TABLE>
<CAPTION>
                                                    As of March 31,
                          --------------------------------------------------------------------
                              1996          1997          1998          1999          2000
                          ------------- ------------- ------------- ------------- ------------
<S>                       <C>           <C>           <C>           <C>           <C>
      LIABILITIES
Shareholders' funds:
  Share capital.........  Rs.   152,771 Rs.   152,771 Rs.   458,313 Rs.   708,313 Rs.  708,313
  Reserves and surplus..      1,812,650     3,518,616     3,867,674     4,762,458    6,994,576
                          ------------- ------------- ------------- ------------- ------------
                              1,965,421     3,671,387     4,325,987     5,470,771    7,702,889
                          ------------- ------------- ------------- ------------- ------------
Loan funds:
  Secured loans.........      2,599,330     2,730,872     2,853,150     2,784,395      492,319
  Unsecured loans.......        267,301       241,649       284,067        26,304       86,669
                          ------------- ------------- ------------- ------------- ------------
                              2,866,631     2,972,521     3,137,217     2,810,699      578,988
                          ------------- ------------- ------------- ------------- ------------
Total...................  Rs. 4,832,052 Rs. 6,643,908 Rs. 7,463,204 Rs. 8,281,470 Rs.8,281,877
                          ============= ============= ============= ============= ============
         ASSETS
Fixed assets:
  Gross block...........  Rs. 1,870,088 Rs. 4,072,613 Rs. 4,911,054 Rs. 5,615,301 Rs.6,757,891
  Less: Depreciation....        774,434     1,253,731     1,739,915     2,330,326    2,928,679
                          ------------- ------------- ------------- ------------- ------------
  Net block.............      1,095,654     2,818,882     3,171,139     3,284,975    3,829,212
Capital work-in-progress
 and advances...........        138,482       210,570       388,309       859,290      708,824
                          ------------- ------------- ------------- ------------- ------------
                              1,234,136     3,029,452     3,559,448     4,144,265    4,538,036
                          ------------- ------------- ------------- ------------- ------------
Investments.............        545,319       579,191       438,691       625,449      446,298
Current assets, loans
 and advances:
  Inventories...........      2,337,060     1,829,574     1,599,700     1,410,100    1,340,160
  Sundry debtors........      2,394,624     2,241,196     2,873,772     3,154,306    4,469,381
  Cash and bank
   balances.............        231,107       249,660       393,148       367,379      747,290
  Loans and advances....        726,552     1,082,166     1,149,024     1,741,517    1,226,562
                          ------------- ------------- ------------- ------------- ------------
                              5,689,343     5,402,596     6,015,644     6,673,302    7,783,393
                          ------------- ------------- ------------- ------------- ------------
Less: Current
    liabilities and
    provisions
  Liabilities...........      2,506,308     2,226,342     2,322,583     2,864,327    4,047,587
  Provisions............        130,438       140,989       227,996       297,219      438,262
                          ------------- ------------- ------------- ------------- ------------
                              2,636,746     2,367,331     2,550,579     3,161,546    4,485,849
                          ------------- ------------- ------------- ------------- ------------
Net current assets......      3,052,597     3,035,265     3,465,065     3,511,756    3,297,543
                          ------------- ------------- ------------- ------------- ------------
Total...................  Rs. 4,832,052 Rs. 6,643,908 Rs. 7,463,204 Rs. 8,281,470 Rs.8,281,877
                          ============= ============= ============= ============= ============
</TABLE>

                                     F-27
<PAGE>

 WIPRO LIMITED--Selected financial data prepared in accordance with Indian GAAP

                            PROFIT AND LOSS ACCOUNT
                                 (in thousands)

<TABLE>
<CAPTION>
                                               For the Year Ended March 31,
                         ----------------------------------------------------------------------------
                              1996            1997           1998            1999           2000
                         --------------  -------------- --------------  --------------  -------------
<S>                      <C>             <C>            <C>             <C>             <C>
INCOME:
  Sales and services.... Rs. 11,610,774  Rs. 12,630,219 Rs. 14,177,143  Rs. 18,308,448  Rs.23,723,880
  Other income..........        105,424         184,704        162,371         222,394        270,064
                         --------------  -------------- --------------  --------------  -------------
Total...................     11,716,198      12,814,923     14,339,514      18,530,842     23,993,944
                         --------------  -------------- --------------  --------------  -------------
EXPENDITURE:
  Raw materials,
   finished goods and
   process stocks.......      6,485,310       6,576,736      6,648,264       8,288,818      8,677,323
  Manufacturing,
   administrative and
   marketing expenses...      3,617,167       4,399,723      5,228,049       7,122,660     10,142,403
  Excise duty...........        573,355         619,718        537,888         491,136        864,922
  Interest..............        425,848         620,213        439,542         355,877        286,682
  Depreciation--Net.....        175,823         216,211        406,213         645,299        698,543
                         --------------  -------------- --------------  --------------  -------------
                             11,277,503      12,432,601     13,259,956      16,903,790     20,669,873
  Less: Capitalised.....         81,674          56,777         38,688          54,283        130,606
                         --------------  -------------- --------------  --------------  -------------
                         Rs. 11,195,829  Rs. 12,375,824 Rs. 13,221,268  Rs. 16,849,507  Rs.20,539,267
                         --------------  -------------- --------------  --------------  -------------
PROFIT BEFORE TAXATION
 AND EXTRA-ORDINARY
 ITEMS..................        520,369         439,099      1,118,246       1,681,335      3,454,677
  Provision for
   taxation.............         16,700          14,826            --           62,000        501,000
  Write back of
   provision for
   taxation.............            --              --          39,467             --             --
                         --------------  -------------- --------------  --------------  -------------
PROFIT AFTER TAX BEFORE
 EXTRA-ORDINARY ITEMS... Rs.    503,669  Rs.    424,273 Rs.  1,078,779  Rs.  1,619,335  Rs. 2,953,677
  Past service liability
   for leave benefits... Rs.    (51,719)            --             --              --             --
  (Provision) /
   Writeback of excess
   provision for
   taxation.............         25,674          21,071        (16,733)            --             --
  Provision for
   dimunition in value
   of investments.......            --              --        (100,000)       (580,900)      (808,701)
  Loss on sale of shares
   in affiliate.........                                       (63,438)            --        (809,838)
  Gain on sale of shares
   in affiliate.........                                                                    1,095,448
  Loss on discontinuance
   of business..........            --              --         (42,145)            --             --
                         --------------  -------------- --------------  --------------  -------------
PROFIT FOR THE YEAR..... Rs.    477,624  Rs.    445,344 Rs.    856,463  Rs.  1,038,435  Rs. 2,430,586
                         ==============  ============== ==============  ==============  =============
</TABLE>

                                      F-28
<PAGE>




                                  [WIPRO LOGO]



<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

   The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the sale
of the ADSs being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fees and the New York Stock Exchange listing
fee.

<TABLE>
<CAPTION>
                                                                       Amount
                                                                     to Be Paid
                                                                     ----------
      <S>                                                            <C>
      SEC registration fee.......................................... $   53,988
      NASD filing fee...............................................     20,500
      New York Stock Exchange listing fee...........................    100,000
      Legal fees and expenses.......................................    600,000
      Accounting fees and expenses..................................    173,100
      Printing and engraving........................................    300,000
      Blue sky fees and expenses (including legal fees).............      5,000
      Miscellaneous.................................................    247,412
                                                                     ----------
          Total..................................................... $1,500,000
                                                                     ==========
</TABLE>
- --------

Item 14. Indemnification of Directors and Officers

   We expect to amend our Articles of Association to provide that our
directors and officers shall be indemnified by our company against loss in
defending any proceeding brought against officers and directors in their
capacity as such, if the indemnified officer or director receives judgment in
his favor or is acquitted in such proceeding. In addition, we expect to amend
our Articles of Association to provide that our company shall indemnify our
officers and directors in connection with any application pursuant to Section
633 of the Companies Act, 1956 in which relief is granted by the court.

   We expect to enter into indemnification agreements with our directors and
officers, pursuant to which our company will agree to indemnify them against a
number of liabilities and expenses incurred by such persons in connection with
claims made by reason of their being such a director or officer.

   The form of underwriting agreement to be filed as Exhibit 1.1 to this
registration statement will also provide for indemnification of our company
and our officers and directors.

   Our company may obtain directors and officers insurance providing
indemnification for a number of our directors, officers, affiliates, partners
or employees for specified errors and omissions.

Item 15. Recent Sales of Unregistered Securities

   The registrant has sold and issued the following securities since April of
1996:

     (1) On December 4, 1997, we effected a 2-for-1 share split in the form
  of a share dividend.

     (2) On December 14, 1998, we issued and sold 25,000,000 preference
  shares, par value $0.23 (Rs.10), to HDFC Bank Limited, for an aggregate
  purchase price of $5,727,377 (Rs. 250,000,000).

     (3) On October 14, 1999, we effected a 5-for-1 share split of our equity
  shares.

                                     II-1
<PAGE>

   The sale of the above securities were deemed to be exempt from registration
under the Securities Act in reliance on Regulation S under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules

   (a) Exhibits.

<TABLE>
<CAPTION>
      Exhibit
      Number   Description
      -------  -----------
     <C>       <S>
      *1.1     Form of Underwriting Agreement.
       3.1     Articles of Association of Wipro Limited, as amended.
       3.2     Memorandum of Association of Wipro Limited, as amended.
       3.3     Certificate of Incorporation of Wipro Limited, as amended.
       4.1     Form of Deposit Agreement (including as an exhibit, the form of
               American Depositary Receipt).
       4.2     Wipro's specimen certificate for equity shares.
      *5.1     Opinion of Nishith Desai Associates.
      10.1     1999 Employee Stock Option Plan.
      10.2     2000 Employee Stock Option Plan.
      10.3     Wipro Equity Reward Trust.
      10.4     2000 ADS Option Plan.
      10.5     Form of Indemnification Agreement.
      10.6     Asset Credit Scheme Loan between Wipro Limited and ICICI
               Limited, dated September 19, 1996, as amended.
      10.7     Loan Agreement between Wipro Limited and ICICI Limited, dated
               January 17, 1996, as amended.
      10.8     Loan Agreement between Wipro Limited and ICICI Limited, dated
               March 21, 1996, as amended.
      10.9     Share Purchase Agreement between Wipro Limited and ICICI
               Limited, for shares of Wipro Net Limited, dated December 28,
               1999.
      10.10    Option Agreement between Wipro Limited and ICICI Limited, dated
               December 28, 1999.
      10.11    Pledge Agreement by Azim H. Premji and ICICI Limited, dated
               December 28, 1999.
      10.12    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated September 28, 1995.
      10.13    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated July 16, 1999.
      10.14    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated February 21, 2000.
      21.1     List of Wipro's subsidiaries.
      23.1     Consent of Wilson Sonsini Goodrich & Rosati.
     *23.2     Consent of Nishith Desai Associates (included in Exhibit 5.1).
      23.3     Consent of KPMG, Independent Auditors.
      23.4     Consent of N.M. Raiji and Co., Chartered Accountants.
      23.5     Consent of International Data Corporation.
     *23.6     Consent of NASSCOM.
      24.1     Powers of Attorney (included on Page II-4).
      27.1     Financial Data Schedule.
</TABLE>
- --------
*  To be filed by amendment.

                                     II-2
<PAGE>

   (b) Financial Statement Schedules

     None.

Item 17. Undertakings

   The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

   The undersigned registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act
  of 1933, the information omitted from the form of prospectus filed as part
  of this registration statement in reliance upon Rule 430A and contained in
  a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or
  (4), or 497(h) under the Securities Act, shall be deemed to be part of this
  registration statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities
  Act of 1933, each post-effective amendment that contains a form of
  prospectus shall be deemed to be a new registration statement relating to
  the securities offered therein, and this offering of such securities at
  that time shall be deemed to be the initial bona fide offering thereof.

                                     II-3
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-1 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Bangalore, State of Karnataka,
Country of India, on this 21st day of September, 2000.

                                          Wipro Limited

                                                  /s/ Azim H. Premji
                                          By___________________________________
                                                      Azim H. Premji
                                              Chairman and Managing Director

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Azim H. Premji and Suresh C. Senapaty,
and each of them, his attorney-in-fact, with the power of substitution, for
him in any and all capacities, to sign any amendment or post-effective
amendment to this Registration Statement on Form F-1 or abbreviated
registration statement, including, without limitation, any additional
registration filed pursuant to Rule 462 under the Securities Act of 1933, with
respect hereto and to file the same, with exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:

<TABLE>
<CAPTION>
             Signature                           Title                    Date
             ---------                           -----                    ----


<S>                                  <C>                           <C>
       /s/ Azim H. Premji            Chairman and Managing         September 21, 2000
____________________________________  Director (Principal
           Azim H. Premji             Executive Officer)

     /s/ Suresh C. Senapaty          Vice President, Finance       September 21, 2000
____________________________________  (Principal Financial and
         Suresh C. Senapaty           Accounting Officer)

       /s/ Ashok Ganguly             Director                      September 21, 2000
____________________________________
           Ashok Ganguly

        /s/ Nachiket Mor             Director                      September 21, 2000
____________________________________
            Nachiket Mor

         /s/ P. S. Pai               Director                      September 21, 2000
____________________________________
             P. S. Pai

      /s/ B. C. Prabhakar            Director                      September 21, 2000
____________________________________
          B. C. Prabhakar

        /s/ Jagdish Seth             Director                      September 21, 2000
____________________________________
            Jagdish Seth

      /s/ Arun Thiagarajan           Director                      September 21, 2000
____________________________________
          Arun Thiagarajan

       /s/ Narayan Vaghul            Director                      September 21, 2000
____________________________________
           Narayan Vaghul

     /s/ Hamir K. Vissanji           Director                      September 21, 2000
____________________________________
         Hamir K. Vissanji

         /s/ Vivek Paul              Director and Authorized       September 21, 2000
____________________________________  Representative in the
             Vivek Paul               United States
</TABLE>

                                     II-4
<PAGE>

                               Index to Exhibits


<TABLE>
<CAPTION>
      Exhibit
      Number   Description
      -------  -----------
     <C>       <S>
      *1.1     Form of Underwriting Agreement.
       3.1     Articles of Association of Wipro Limited, as amended.
       3.2     Memorandum of Association of Wipro Limited, as amended.
       3.3     Certificate of Incorporation of Wipro Limited, as amended.
       4.1     Form of Deposit Agreement (including as an exhibit, the form of
               American Depositary Receipt).
       4.2     Wipro's specimen certificate for equity shares.
      *5.1     Opinion of Nishith Desai Associates.
      10.1     1999 Employee Stock Option Plan.
      10.2     2000 Employee Stock Option Plan.
      10.3     Wipro Equity Reward Trust.
      10.4     2000 ADS Option Plan.
      10.5     Form of Indemnification Agreement.
      10.6     Asset Credit Scheme Loan between Wipro Limited and ICICI
               Limited, dated September 19, 1996, as amended.
      10.7     Loan Agreement between Wipro Limited and ICICI Limited, dated
               January 17, 1996, as amended.
      10.8     Loan Agreement between Wipro Limited and ICICI Limited, dated
               March 21, 1996, as amended.
      10.9     Share Purchase Agreement between Wipro Limited and ICICI
               Limited, for shares of Wipro Net Limited, dated December 28,
               1999.
      10.10    Option Agreement between Wipro Limited and ICICI Limited, dated
               December 28, 1999.
      10.11    Pledge Agreement by Azim H. Premji and ICICI Limited, dated
               December 28, 1999.
      10.12    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated September 28, 1995.
      10.13    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated July 16, 1999.
      10.14    Loan Agreement between Wipro Finance Limited and ICICI Limited,
               dated February 21, 2000.
      21.1     List of Wipro's subsidiaries.
      23.1     Consent of Wilson Sonsini Goodrich & Rosati.
     *23.2     Consent of Nishith Desai Associates (included in Exhibit 5.1).
      23.3     Consent of KPMG, Independent Auditors.
      23.4     Consent of N.M. Raiji and Co., Chartered Accountants.
      23.5     Consent of International Data Corporation.
     *23.6     Consent of NASSCOM.
      24.1     Powers of Attorney (included on Page II-4).
      27.1     Financial Data Schedule.
</TABLE>
- --------
*  To be filed by amendment.

                                       1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLES OF ASSOCIATION
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.1

                            ARTICLES OF ASSOCIATION

                                      OF

                                 WIPRO LIMITED


                         I.   CONSTITUTION OF THE COMPANY

Table A not to      1.   Wipro Limited is established with Limited Liability in
apply                    accordance with and subject to the provisions of the
                         Indian Companies Act, 1913, but none of the Regulations
                         contained in the Table marked A in Schedule I to the
                         Companies Act, 1956, shall be applicable to the Company
                         except so far as the said Act or any modification there
                         otherwise expressly provides.

Company to be            The Regulations for management of the Company and for
governed by              the observance of the members thereof and their
these Articles           representatives shall subject as provided in Article I
                         and to any exercise of the statutory powers of the
                         Company in reference to the repeal or alteration of, or
                         addition to, its regulations in the manner prescribed
                         by Section 31 of the Companies Act, 1956, be such as
                         are continued in these Articles.

                              II.  INTERPRETATION

Interpretation      2.   In the interpretation of these Articles, the following
clause                   words and expressions shall have the following
                         meanings, unless repugnant to the subject or context.

"Alter"                  "Alter" and "Alteration" shall include the making of
                         additions and omissions.

"Auditors"               "Auditors" means those Auditors appointed under the
                         Articles and shall include other officers appointed by
                         the Company for the time being.

"A Company"              "A Company" shall include a company as defined in
                         Section 3 of the Act.

"Board"                  "Board" means a meeting of the Directors duly called
                         and constituted or as the case may be, the Directors
                         assembled at a Board Meeting or acting by circular
                         under the Article or the Directors of the Company
                         collectively.
<PAGE>

"Body Corporate          "Body Corporate" or "Corporation" includes a company
or Corporation"          incorporated outside India but does not include (1) a
                         Corporation-sole, (2) a Co-operative Society registered
                         under any law relating to Co-operative Societies, (3)
                         any other body corporate which the Central Government
                         may by notification in the Official Gazette specify in
                         that behalf.

"The Company" or         "The Company" or "This Company" means Wipro Limited
 "This Company"          established as aforesaid.

"The Companies           "The Companies Act, 1956", "The said Act", or "The act"
 Act 1956" "The          and reference to any section or provision thereof
 said Act" or            respectively means and includes the Companies Act, 1956
 "The Act"               (Act I of 1956) and any statutory modification thereof
                         for the time being in force, and reference to the
                         section or provision of the said Act or such statutory
                         modification.

"Debenture"              "Debenture" includes Debenture stock, bonds and other
                         securities of a Company whether constituting a charge
                         on the assets of the company or not.

"Directors"              "Directors" includes any person occupying the position
                         of Director by whatever name called.

"Dividend"               "Dividend" shall include bonus.

"Document"               "Document" includes summons, notice, requisition,
                         order, other legal process and registers, whether
                         issued, sent or kept in pursuance of this or any other
                         Act or otherwise.

"Executor" or            "Executor" or "Administrator" means a person who has
"Administrator"          obtained probate or Letters of Administration, as the
                         case may be, from some competent Court having effect in
                         the State of Maharashtra and shall include the holder
                         of a Succession Certificate authorising the holder
                         thereof to negotiate or transfer the share or shares of
                         the deceased members, and shall also include the holder
                         of a Certificate granted by the Administrator-General
                         of Maharashtra.

"In writing"             "In writing" or "Written" means written or printed or
                         partly written and partly or lithographed or
                         typewritten or reproduced by any other substitute for
                         writing.

"Month"                  "Month" means calendar month.

"Office"                 "Office" means the Registered Office for the time being
                         of the Company.

                                      -2-
<PAGE>

"Ordinary &              "Ordinary Resolution" and "Special Resolution" shall
Special                  have the meanings assigned to these terms by Section
Resolution"              189 of the Act.


"Paid-up"                "Paid-up" includes credited as paid up.

"Public Holiday"         "Public Holiday" means a public holiday within the
                         meaning of the Negotiable Instruments Act, 1881 (XXVI
                         of 1881) provided that no day declared by the Central
                         Government to be a public holiday shall be deemed to be
                         such a holiday in relation to any meeting unless the
                         declaration was notified before the issue of the notice
                         convening such meeting.

"Register of             "Register of Members" or "Register" means the Register
Members" or              of Members to be kept pursuant to Section 150 of the
"Register"               said Act.

"Secretary"              "Secretary" includes a deputy or assistant or temporary
                         Secretary and any person or persons appointed by the
                         Directors to perform any of the duties of a Secretary.

"Shareholders"           "Shareholders" or "Members" means the duly registered
or "Members"             holder from time to time of the shares of the Company,
                         but does not include a bearer of share-warrant of the
                         Company.

"The Seal"               "The Seal" means the common seal of the Company for the
                         time being.

"These presents"         "The presents" means and includes the Memorandum and
                         these Articles of Association, and the regulations the
                         Company from time to time in force.

"Variation"              "Variation" shall include abrogation and "Vary" shall
                         include abrogate.

Singular Number          Words importing the singular number include, where the
                         context admits or requires, the plural number and vice
                         versa.

Gender                   Words importing the masculine gender also include the
                         feminine gender.

Persons                  Words importing persons shall, where the context
                         requires, include bodies corporate and companies as
                         well as individuals.

Words and                Subject as aforesaid, any words and expressions defined
expressions              in the said Act as modified up to the date on which
defined in the           these Articles become binding on the Company shall,
Companies Act,           except where the subject or context otherwise requires,
1956                     bear the same meanings in these Articles.

                                      -3-
<PAGE>

Marginal Notes           The Marginal notes and the headings given in these
and other                Articles shall not affect the construction hereof.
Headings

Copies of the       3.   The Company shall, on being so required by a member,
Memorandum and           send to him within seven days of the requirement and
Articles to be           subject to the payment of a fee of one rupee a copy
Furnished                each of the following documents as in force for the
                         time being.

                         (a)  The Memorandum

                         (b)  the Articles, if any,

                         (c)  every other agreement and every resolution
                              referred to in Section 192, if and in so far as
                              they have not been embodied in the Memorandum or
                              Articles.

                                 III. CAPITAL

Capital and         4.   The Authorised Share Capital of the Company is Rs.
Shares                   720,000,000/-(Rupees Seven Hundred and Twenty Million)
                         divided into 235,000,000 (Two hundred and thirty five
                         million) Equity Shares of Rs.2/- (Rupees Two only) each
                         and 25,000,000 preference shares of Rs.10/- (Rupees Ten
                         only) each subject to being increased as hereinafter
                         provided and in accordance with the regulations of the
                         Company and the legislative provisions for the time
                         being in force. Subject to the provisions of the said
                         Act, the shares in the capital of the Company for the
                         time being whether original or increased or reduced may
                         be divided into classes, with any preferential
                         qualified or other rights, privileges, conditions or
                         restrictions attached thereto, whether in regard to
                         dividend, voting, return of capital or otherwise.

                         If and whenever the capital of the Company is divided
                         into shares of different classes, the rights of any
                         such class may be varied, modified, affected, extended,
                         abrogated or surrendered as provided by the said Act or
                         by Articles of Association or by the terms of issue,
                         but not further or otherwise.

Provisions of       5.   The provisions of Section 85 to 90 of the Act in so far
Section 85 to            as the same may be applicable to issue of share capital
90 of the Act            shall be observed by the Company.
to apply

                                      -4-
<PAGE>

Restrictions on     6.   (a)  The Directors shall have regard to the
allotment                     restrictions on the allotment of shares imposed by
                              Section 60, 70 and 73 of the said Act so far as
                              those restrictions are binding on the Company.

Commencement of          (b)  The Directors shall as regard to the restrictions
business                      on the commencement of business and the exercise
                              of borrowing powers imposed by Section 149 of the
                              said Act, so far as those restrictions are binding
                              on the Company, and subject as aforesaid, the
                              business of the Company may be commenced as soon
                              after the incorporation of the Company as the
                              Directors may think fit and notwithstanding that
                              part only of the shares may have been subscribed
                              for or allotted.

Commission for      7.   (1)  (i)    The Company may at any time pay a
placing shares                       commission to any person in consideration
                                     of his subscribing, or agreeing to
                                     subscribe (whether absolutely or
                                     conditionally) for any shares in or
                                     debentures of the Company or procuring or
                                     agreeing to procure subscription (whether
                                     absolute or conditional) for any shares in
                                     or debentures of the Company and the
                                     provisions of Section 76 of the said Act
                                     shall be observed and complied with. Such
                                     commission shall not exceed 5 per cent of
                                     the price at which the shares are issued or
                                     2 1/2 per cent of the price at which such
                                     debentures are issued, or an amount
                                     equivalent to such percentage. Such
                                     commission may be paid in cash or by the
                                     allotment of shares.

                              (ii)   The amount or rate percent of the
                                     commission paid or agreed to be paid is; in
                                     the case of Shares or Debentures offered to
                                     the public for subscription disclosed in
                                     the Prospectus, and in the case of Shares
                                     or Debentures not offered to the public for
                                     subscription disclosed in the statement in
                                     lieu of Prospectus and filed before the
                                     payment of the commission with the
                                     Registrar and when a circular or notice,
                                     not being a prospectus inviting
                                     subscription for the shares or debentures
                                     is issued also disclosed in that circular
                                     or notice, and;

                              (iii)  the number of shares or debentures which
                                     persons have agreed to for commission to
                                     subscribe absolutely or conditionally is
                                     disclosed in the manner aforesaid,

                         (2)  Save as aforesaid and save as provided in Section
                              79 of the Act,

                                      -5-
<PAGE>

                              the Company shall not allot any of its shares or
                              debentures or apply any of its capital moneys,
                              either directly or indirectly, in payment of any
                              commission, discount or allowance, to any person
                              in consideration of:

                              (a) his subscribing or agreeing to subscribe,
                              whether absolutely or conditionally, for any
                              Shares in or Debentures of the Company, or

                              (b) his procuring or agreeing to procure
                              subscription whether absolutely or conditionally
                              for any Shares in or Debentures of the Company.
                              Whether the Shares, Debentures or money be so
                              allotted or applied by being added to the purchase
                              money of any property acquired by the Company or
                              to the contract price of any work, to be executed
                              for the Company or the money be paid out of the
                              nominal purchase money of contract price, or
                              otherwise.

                         (3)  Nothing in this clause shall effect the power of
                              the Company to pay such brokerage as it may
                              consider reasonable.

                         (4)  A Vendor to, promoter of, other person who
                              receives payment in shares, debentures or money
                              from the Company shall have and shall be deemed
                              always to have had power to apply any part of the
                              shares, debentures or money so received in payment
                              of any commission the payment of which, if made
                              directly by the Company, would have been legal
                              under this Articles.

                         (5)  The commission may be paid or satisfied (subject
                              to the provisions of the Act and these Articles)
                              in cash or in share, debentures or debenture stock
                              of the Company.

Company not to      8.   Except as provided by the Act, the Company shall not,
give financial           except by reduction of capital under the provision of
assistance for           Sections 100 to 104 or Section 402 of the said Act, buy
purchase of its          its own shares nor give, whether directly or
own shares               indirectly, and whether by means of a loan, guarantee,
                         provision of security or otherwise any financial
                         assistance for the purpose of or in connection with a
                         purchase or subscription made or to be made by any
                         person of or for any shares in the Company or in its
                         holding company.

                         Provided that nothing in this Article shall be taken to
                         prohibit:

                    8.1(a)    the provision, in accordance with any scheme for
                              the time being in force, of money for the purpose
                              of, or subscription for, fully paid

                                      -6-
<PAGE>

                              shares in the Company or its holding Company being
                              a purchase or subscription by trustees of or for
                              shares to be held by or for the benefit of
                              employees of the Company including any Director
                              holding a salaried office or employment in the
                              Company; or

                    8.1(b)    the making by the Company of loans within the
                              limit laid down in sub-section (3) Section 77 of
                              the Act to persons (other than Directors, Managing
                              Agents, or Managers) bonafide in the employment of
                              the Company, with a view to enabling those persons
                              to purchase or subscribe for fully paid shares in
                              the Company or its holding company to be held by
                              themselves by way of beneficial ownership.

                              No loan made to any person in pursuance of clause
                              (b) of the foregoing proviso shall exceed the
                              amount of his salary or wages at that time for a
                              period of six months.

                              Nothing in this clause shall affect the right of a
                              company to redeem any shares issued under Section
                              80.

Buy back of         8.2  Notwithstanding what is stated in Articles 8.1 above,
Shares                   in the event it is permitted by the Law and subject to
                         such conditions, approvals or consents as may be laid
                         down for the purpose, the Company shall have the power
                         to buy-back its own shares, whether or not there is any
                         consequent reduction of Capital. If and to the extent
                         permitted by Law, the Company shall also have the power
                         to re-issue the shares so bought back.

Payment of          9.   Where any shares are issued for the purpose of raising
interest out of          money to defray the expenses of the construction of any
capital                  work or building or the provision of any plant, which
                         cannot be made profitable for a length period, the
                         Company may pay interest on so much of that share
                         capital as is for time being paid up, for the period,
                         at the rate, and subject to the conditions and
                         restrictions provided by Section 208 of the Act and may
                         charge the same to capital as part of the cost of
                         construction of the work or building or the provision
                         of the plant. The Articles relating to dividends shall,
                         where the context permits, apply to Interest paid under
                         this Article.

Issue of shares    10.   (a)  The Company shall have power to issue shares at a
at a premium                  premium and shall duly comply with the provision
                              of Sections 78 of the said Act and Article 80
                              hereof.

                         (b)  The Company shall have power in accordance with
                              the provisions of Section 79 of the Act under the
                              authority of a resolution of the Company
                              sanctioned by the Court to issue shares at a
                              discount.

                                      -7-
<PAGE>

                    11.  The Company may, subject to the provisions of Section
                         80 of the said Act, issue preference shares which are,
Issue of                 or at the option of the Company are to be liable, to be
redeemable               redeemed and may redeem such shares in any manner
preference               provided in the said section and may issue shares up to
shares                   the nominal amount of the shares redeemed or to be
                         redeemed as provided in sub-section 4 of the said
                         section. Where the Company has issued redeemable
                         preference shares the provisions of the said section
                         shall be complied with. The manner in which such shares
                         shall be redeemed, shall be as provided by Article 88
                         unless the terms of issue otherwise provide.

                         IV.  SHARES AND SHAREHOLDERS

Register of         12.  The Company shall cause to be kept a Register of
Members                  Members in accordance with Section 150 and index of
                         members in accordance with Section 151 of the said Act,
                         Register and Index of Debenture-holders in accordance
                         with Section 152 of the Act. The Company shall have
                         power to keep branch registers of members or debentures
                         holders in any State or country outside India in
                         accordance with Section 157 of the Act.

                         The Company shall also comply with the provisions of
                         Sections 159 and 161 of the Act as to filing Annual
                         Returns.

                         The Company shall duly comply with the provisions of
                         Section 163 of the Act in regard to keeping of the
                         Registers, Indexes, copies of Annual Returns and giving
                         inspection thereof and furnishing copies thereof.

Shares to be        13.  The shares in the capital shall be numbered
numbered                 progressively according to their several classes.
progressively

Shares at the       14.  Subject to the provisions of the said Act and these
disposal of the          Articles, the shares in the capital of the Company for
Directors                the time being (including any shares forming part of
                         any increased capital of the Company) shall be under
                         the Control of the Directors who may issue, allot or
                         otherwise dispose of the same or any one of them to
                         such persons on such proportion and on such terms and
                         conditions and either at a premium or at par or
                         (subject to compliance with the provisions of Section
                         79 of the Act) at a discount and at such times as they
                         may from time to time think fit and proper and with the
                         sanction of the Company in General Meeting to give to
                         any person the option to call for or be allotted shares
                         of any class of the Company either at par or at premium
                         or subject aforesaid at a discount during such time and
                         for such consideration and such option being
                         exercisable at such times as the Directors think fit
                         and may allot and issue shares in the capital of

                                      -8-
<PAGE>

                         the Company in lieu of services rendered to the Company
                         or in the conduct of its business; and any shares which
                         may be so allotted may be issued as fully paid up
                         shares and if so issued shall be deemed to be fully
                         paid up shares.

Every share         15.  (a)  The shares or other interest of any member in the
transferable                  Company shall be movable property transferable in
etc.                          the manner provided by the Articles of the
                              Company.

                         (b)  Each share in the Company having a share capital
                              shall be distinguished by its appropriate number.

                         (c)  Certificates of Shares:

                              A certificate under the Common Seal of the Company
                              specifying any shares held by any member shall be
                              prima facie evidence of the title of the member to
                              such shares.

Application of      16.  (1)  Where the Company issues shares at a premium,
premiums                      whether for cash or otherwise, a sum equal to the
received on                   aggregate amount of the value of the premiums on
issue of shares               those Shares shall be transferred to an amount to
                              be called "the share premium account", and the
                              provisions of the Act relating to the reduction of
                              the Share Capital of a company shall except as
                              provided in this clause, apply as if the share
                              premium account were paid-up share capital of the
                              Company.

                         (2)  The share premium account may, notwithstanding
                              anything in sub-clause (1) be applied by the
                              Company:

                              (a)  paying up unissued shares of the Company to
                                   be issued to members of the Company as fully
                                   paid bonus shares;

                              (b)  in writing off the expenses of, or the
                                   commission paid or discount allowed on any
                                   issue of shares or debentures of the
                                   Company; or

                              (c)  in providing for the premium payable on the
                                   redemption of any redeemable preference
                                   shares or of any debentures of the Company.

Further issue of    17.  The Company shall comply with the provisions of Section
capital                  81 of the Act with regard to increasing the subscribed
                         capital of the Company.

Sale of             18.  If and whenever as the result of issue of new shares or
fractional               any consolidation or subdivision of shares, any shares
                         become held by members in fractions

                                      -9-
<PAGE>

shares                   the Directors shall subject to the provisions of the
                         Act and the Articles and to the directions of the
                         Company in general meeting, if any, sell those shares
                         which members hold in fractions for the best price
                         reasonably obtainable and shall pay and distribute to
                         and amongst the members entitled to such shares in due
                         proportion, the net proceeds of the sale thereof. For
                         the purpose of giving effect to any such sale the
                         Directors may authorise any person to transfer the
                         shares sold to the purchaser thereof comprised in any
                         such transfer and he shall not be bound to see to the
                         application of the purchase money nor shall his title
                         to the shares be effected by any irregularity or
                         invalidity in the proceedings in reference to the sale.

Acceptance of       19.  An application signed by or on behalf of an application
shares                   for shares in the Company followed by an allotment of
                         shares therein, shall be an acceptance of shares within
                         the meaning of these Articles; and every person who
                         thus or otherwise accepts any shares or agrees to
                         become a member of the Company and whose name is
                         entered in its Register of Members shall, for the
                         purpose of the Articles, be a member of the Company.
                         The Directors shall comply with the provisions of
                         Sections 69, 70, 71 and 73 of the Act so far as
                         applicable.

Deposit and call    20.  The money (if any) which the Directors shall, on the
etc. to be a             allotment of any shares being made by them, require or
debt payable             direct to be paid by way of deposits, calls or
immediately              otherwise in respect of any shares allotted by them,
                         shall, immediately on the inscription of the name of
                         the allottee in the Register of Members as the holder
                         of such shares, become a debt due to and recoverable by
                         the Company from the allottee thereof, and shall be
                         paid by him accordingly.

Calls on shares     21.  Where any calls for further share capital are made on
of the same              shares, such calls shall be made on a uniform basis on
class to be              all shares, falling under the same class.
made on uniform
basis                    Explanation: For the purpose of this provision shares
                         of the same nominal value on which different amounts
                         have been paid up shall not be deemed to fall under the
                         same class.

Return of           22.  The Directors shall cause to be made the returns as to
allotment                all allotments from time to time made in accordance
                         with the provisions of Section 75 of the said Act.

Payment of calls    23.  Subject to the provisions of Section 91 and 92 of the
                         said Act the Company may make arrangements on the issue
                         of shares for a difference between the holder of such
                         shares in the amount of calls to be paid and the time
                         of payment of such calls.

                                      -10-
<PAGE>

Instalments on     24.  If, by the conditions of allotment of any shares the
shares to be            whole or part of the amount or issue price thereof shall
duly paid               be payable by installments, every such installment
                        shall, when, due, be paid to the Company by the person
                        who for the time being and from time to time shall be
                        the registered holder of the shares or his legal
                        representative.

Liability of       25.  Every member, or his executors or administrators or
members                 other representative, shall pay to the Company the
                        portion of the capital represented by his share or
                        shares, which may, for the time being, remain unpaid
                        thereon, in such amounts, at such time or times, and in
                        such manner, as the Directors shall, from time to time,
                        in accordance with the Company's regulations, require or
                        fix for the payment thereof.

Liability of       26.  If any share stands in the names of two or more persons
Jointholders            all the jointholders of the share shall be severally as
                        well as jointly liable for the payment of all deposits,
                        instalments, and calls due in respect of such shares,
                        and for all incidents thereof according to the Company's
                        regulations; but the persons first named in the Register
                        shall, as regards service of notice, and all other
                        matters connected with the Company, except the transfer
                        of the share and any other matter by the said Act or
                        herein otherwise provided, be deemed the sole holder
                        thereof.

Registered         27.  Save as herein or by laws otherwise expressly provided,
holder only the         the Company shall be entitled to treat the registered
owner of the            holder of any share as the absolute owner thereof, and
shares                  accordingly shall not, except as ordered by a Court of
                        competent jurisdiction, or as by statute required, be
                        bound to recognise any benami trusts whatsoever or
                        equitable, contingent, future, partial or other claim to
                        or interest in such share on the part of any other
                        person whether or not it shall have express or implied
                        notice thereof, and provisions of Section 153 of the Act
                        shall apply save as aforesaid, no notice of any trust
                        expressed, implied, or constructive, shall be entered on
                        the register; the Directors shall, however be at
                        liberty, at their sole discretion, to register any share
                        in the joint names of any two or more persons, and the
                        survivor or survivors of them.

                                V. CERTIFICATES

Certificate of     28.  Subject to any statutory or other requirement having the
shares                  force of law governing the issue and signatures to and
                        sealing of certificate to shares and applicable to this
                        Company for the time being in force the certificate of
                        title to shares and the duplicate thereof when necessary
                        shall be issued under the seal of the Company which
                        shall be affixed in the presence of and signed by (1)
                        two Directors or persons acting on behalf of the

                                      -11-
<PAGE>

                        Directors under a duly registered power of attorney and
                        (2) the Secretary or some other person appointed by the
                        Board for the purpose; a Director may sign a share
                        certificate by affixing signature thereon by means of
                        any machine, equipment or other mechanical means such as
                        engraving in metal or lithography but not by means of a
                        rubber stamp, provided that the Director shall be
                        responsible for the safe custody of such machine,
                        equipment or other materials used for the purpose.

Members' right     29.1(a) Every member shall be entitled without payment to the
to Certificates            certificate for all the Shares of each class or
                           denomination registered in his name, or if the
                           Directors so approve (upon paying such fees as the
                           Directors may from time to time determine) to several
                           certificates, each for one or of such Shares and the
                           Company shall complete such certificate within three
                           months after the allotment or such period as may be
                           determined at the time of the issue of such capital
                           whichever is longer or within two months after
                           registration of the transfer thereof as provided by
                           Section 113 of the Act. Every certificate of shares
                           shall have its distinctive number and be issued under
                           the Seal of the Company and shall specify the number
                           and denoting number of the shares in respect of which
                           it is issued and the amount paid thereon and shall be
                           in such form as the Directors shall prescribe or
                           approve provided that in respect of share or shares
                           held jointly by several persons, the Company shall
                           not be bound to issue more than one certificate and
                           the delivery of a certificate for a share or shares
                           to one of several joint-holders shall be deemed to be
                           sufficient delivery to all.

May be             29.1(b) A certificate of shares registered in the names of
delivered to any           two or more persons, unless otherwise directed by
one of Joint-              them in writing, may be delivered to any one of them
holders                    on behalf of them all.

Shares in          29.2(a) Notwithstanding anything contained herein, the
Depository form            Company shall be entitled to dematerialise its
                           shares, debentures and other securities pursuant to
                           the Depositories Act, 1996 and to offer its shares,
                           debentures and other securities for subscription in a
                           dematerialised form. The Company shall however, be
                           entitled to maintain a register of members with
                           details of members holding shares both in material
                           and dematerialised form in any media as permitted by
                           law including any form of electronic media.

                   29.2(b) Notwithstanding anything contained herein, the
                           Company shall be entitled to treat the person whose
                           names appear in the register of members as a holder
                           of any share or whose names appear as beneficial
                           owners of shares in the records of the Depository, as
                           the absolute owner

                                      -12-
<PAGE>

                           thereof and accordingly shall not (except as ordered
                           by a Court of competent jurisdiction or as required
                           by law) be bound to recognise any benami trust or
                           equity or equitable contingent or other claim to or
                           interest in such share on the part of any other
                           person whether or not it shall have express or
                           implied notice thereof.

                   29.2(c) Notwithstanding anything contained herein, in the
                           case of transfer of shares or other marketable
                           securities where the Company has not issued any
                           Certificates and where such shares or other
                           marketable securities are being held in an electronic
                           and fungible form, the provisions of the Depositories
                           Act, 1996 shall apply. Further, the provisions
                           relating to progressive numbering shall not apply to
                           the shares of the Company which have been
                           dematerialised.

Issue of new       30.     If any certificate be worn out, defaced, destroyed or
certificate in             lost or if there be no further space on the back
place of one               thereof for endorsement of transfer, then upon
defaced, lost or           production thereof to the Directors, they, may order
destroyed                  the same to be cancelled, and may issue a new
                           certificate in lieu thereof and if any certificate be
                           lost or destroyed then upon proof thereof to the
                           satisfaction of the Directors and on such indemnity
                           as the Directors deem adequate being given, a new
                           certificate in lieu thereof shall be given to the
                           party entitled to such lost or destroyed certificate.
                           A sum not exceeding Rs. 1/- shall be paid to the
                           Company for every certificate issued under this
                           clause, as the Board may fix from time to time,
                           provided that no fee shall be charged for issue of
                           new certificate in replacement of those which are
                           old, worn, decrepit out or where the cages on the
                           reverse for recording transfers have been fully
                           utilised.

Director may       31.     The Directors may waive payment of any fee generally
waive fees                 or in any particular case.

Endorsement on     32.     Every Endorsement upon the certificate of any share
certificate                in favour of any transferee thereof shall be signed
                           by such person for the time being authorised by the
                           Directors in that behalf.

Director to        33.     The Board shall comply with requirements prescribed
comply with                by any rules made pursuant to the said Act; relating
rules                      to the issue and execution of share certificates.

                              VI. CALLS ON SHARES

Directors may      34.     Subject to the provisions of Section 91 of the said
make calls                 Act, the Directors may, from time to time, by means
                           of resolution passed at meetings of the Board make
                           such calls as they may think fit upon the members in
                           respect

                                      -13-
<PAGE>

                        of moneys unpaid on the share held by them respectively
                        and not by the conditions of allotment thereof made
                        payable at fixed times, and each member shall pay the
Calls may be            amount of every call so made on him to the persons and
made by                 at the times and place appointed by the Directors. A
instalments             call may be made payable by instalments.

Call to date       35.  A call shall be deemed to have been made at the time
from resolution         when the resolution of the Directors authorising such
                        call was passed and may be made payable by members on a
                        subsequent date to be specified by Directors.

Notice of call     36.  Fifteen day's notice at least of every call made payable
                        otherwise than on allotment shall be given by the
                        Company in the manner hereinafter provided for the
                        giving of notices specifying the time and place of
                        payment, and the person to whom such call shall be paid.
                        Provided that before the time for payment of such call
                        the Directors may by notice given in the manner
                        hereinafter provided revoke the same. The Directors may,
                        from time to time at their discretion, extend the time
                        fixed for the payment of any call, and may extend such
                        time as to all or any of the members who, the Directors
                        may deem fairly entitled to such extension; but no
                        member shall be entitled to any such extension, except
                        as a matter of grace and favour.

Provisions         37.  If by the terms of issue of any share or otherwise any
applicable to           amount is payable at any fixed time or by instalments at
instalments             fixed times, whether on account of the share or by way
                        of premium, every such amount or instalments shall be
                        payable as if it were a call duly made by the Directors
                        and of which due notice had been given, and all the
                        provisions herein contained in respect of calls shall
                        relate to such amount or instalments accordingly.

When interest      38.  If the sum payable in respect of any call or such other
on call or              amount or instalments be not paid on or before the day
instalment              appointed for payment thereof or any extension thereof
payable                 as aforesaid, the holder for the time being of the
                        share, in respect of which the call shall have been
                        made, or such amount or instalment shall be due, shall
                        pay interest for the same, from the day appointed for
                        the payment thereof to the time of actual payment at
                        such rate not exceeding nine per cent per annum, as
                        shall from time to time be fixed by the Directors.
                        Nothing in this Article shall however, be deemed to make
                        it compulsory on the Directors to demand or recover any
                        such interest, and the payment of such interest, wholly
                        or in part, may be waived by the Directors if they think
                        fit so to do.

                                      -14-
<PAGE>

Money due to       39.  Any money due from the Company to a member may, without
members from            the consent and notwithstanding the objection of such
the Company may         member, be applied by the Company in or towards the
be applied in           payment of any money due from him to the Company for
payment of call         calls or otherwise.
or installment

Part payment on    40.  Neither a judgement nor a decree in favour of the
account to call         Company for calls of other moneys due in respect of any
etc. not to             shares nor any part-payment or satisfaction thereunder
preclude                nor the receipt by the Company of a portion of any money
forfeiture              which shall from time to time be due from any member to
                        the Company in respect of his shares, either by way of
                        principal or interest, nor any indulgence granted by the
                        Company in respect of payment of any such money, shall
                        preclude the forfeiture of such shares as hereinafter
                        provided.

Proof on trial     41.  On the trial or hearing of any action or suit brought by
of suit on              the Company against any member or his legal
money on shares         representatives to recover any moneys claimed to be due
                        to the Company for any call or other sum in respect of
                        his shares, it shall be sufficient to prove that the
                        name of the member in respect of whose shares the money
                        is sought to be recovered, appears entered on the
                        Register of Members as the holder, or one of the
                        holders, at or subsequent to the date at which the money
                        sought to be recovered is alleged to have become due, on
                        the shares in respect of which such money is sought to
                        be recovered, and that the amount claimed is not entered
                        as paid in the books of the Company or the Register of
                        Members and that the resolution making the call is duly
                        recorded in the minute book, and that notice of such
                        call was duly given to the member or his legal
                        representatives sued in pursuance of these presents; and
                        it shall not be necessary to prove the appointment of
                        the Directors who made such call, not that a quorum of
                        Directors was present at the Board at which such call
                        was made, nor that the meeting at which such call was
                        made duly convened or constituted, nor any other matter
                        whatsoever, but the proof of the matters aforesaid shall
                        be conclusive evidence of the debts, and the same shall
                        be recovered by the Company against the member or his
                        representatives from whom the same is sought to be
                        recovered unless it shall be proved, on behalf of such
                        member or his representatives against the Company that
                        the name of such member was improperly inserted in the
                        register, or that the money sought to be recovered has
                        actually been paid.

                                      -15-
<PAGE>

Payment of         42. (a) The Directors may, if they think fit, subject to the
unpaid share               provisions of Section 92 of the Act receive from any
capital in                 member willing to advance the same, either in money
advance                    or money's worth the whole or any part of the amount
                           remaining unpaid on the shares held by him beyond the
                           sum actually called up and upon the moneys so paid or
                           satisfied in advance, or so much thereof, as from
                           time to time and at any time thereafter exceeds the
                           amount of the calls then made upon and due respect of
                           the shares on account of which such advances have
                           been made, the Company may pay or allow interest at
Interest may be            such rate as the member paying such advance and the
paid thereon               Directors agree upon; provided always that if at any
                           time after the payment of any such money the rate of
                           interest so agreed to be paid to any such member
                           appears to the Directors to be excessive, it shall be
Repayment of               lawful for the Directors from time to time to repay
such advances              to such member so much of money as shall then exceed
                           the amount of the calls made upon such shares, unless
                           there be an express agreement to the contrary; and
                           after such repayment such member shall be liable to
Priority of                pay, and such advance had been made, provided also
payment in case            that if at any time after the payment of any money so
of winding up              paid in advance, the Company shall go into
                           liquidation, either voluntary or otherwise, before
                           the full amount of the money so advanced shall have
                           become due by the member to the Company for
                           instalments or calls, or any other manner, the member
                           making such advance shall be entitled (as between
                           himself and the other members) to receive back from
                           the Company the full balance of such moneys rightly
                           due to him by the Company in priority to any payment
                           to members on account of capital.

No right to vote       (b) The member making such advance shall not, however, be
                           entitled to any voting rights in respect of the
                           moneys so advanced by him until the same would, but
                           for such payment, become presently payable.

                       VII. FORFEITURE OF AND LIEN ON SHARES

If call or         43.     If any member fails to pay any money due from him in
instalment not             respect of any call made or amount or instalment as
paid notice to             provided in Article 37 on or before the day appointed
be given to                for payment of the same, or any such extension
member                     thereof as aforesaid or any interest due on such call
                           or amount or instalment or any expenses that may have
                           been incurred thereon, the Directors or any person
                           authorised by them for the purpose may, at any time
                           thereafter, during such time as such time money
                           remains unpaid, or a judgement or a decree in respect
                           thereof remains unsatisfied in whole or in part,
                           serve a notice in the manner hereinafter provided for
                           the serving of notices on such member or any of his
                           legal representatives or any of the persons entitled
                           to the share by transmission, requiring

                                      -16-
<PAGE>

                        payment of the money payable in respect of such share,
                        together with such interest and all expenses (legal or
                        otherwise) incurred by the Company by reason of such
                        non-payment.

Term of notice     44.  The notice shall name a day (not earlier than the
                        expiration of fourteen days from the date of the notice)
                        and a place or places on or before and at which the
                        money due as aforesaid is to be paid. The notice may
                        also state that in the event of the non-payment of such
                        money at or before the time and the place appointed, the
                        shares in respect of which the same is owing will be
                        liable to be forfeited.

In default of      45.  If the requirements of any such notice as aforesaid are
payment shares          not complied with, every or any share in respect of
may be forfeited        which the notice is given may, at any time thereafter
                        before payment of all calls or amounts or instalments,
                        interest and expenses due in respect thereof, be
                        forfeited by a resolution of the Directors to that
                        effect. Such forfeiture shall include all dividends and
                        bonuses declared in respect of the forfeited shares and
                        not actually paid before the forfeiture.

Notice of          46.  When any share shall have been so forfeited, notice of
forfeiture              the forfeiture shall be given to the member in whose
                        name it stood immediately prior to the forfeiture or to
                        any of his legal representatives, or to any of the
                        persons entitled to the share by transmission and an
                        entry of the forfeiture, with the date thereof, shall
                        forthwith be made in the Register of Members. The
Entry of                provisions of this Article are, however, directory only
forfeiture in           and no forfeiture shall in any manner be invalidated by
register of             any omission or neglect to give such notice or to make
members                 such entry as aforesaid.


Forfeited shares   47.  Any share so forfeited shall be deemed to be the
to become               property of the Company and the Directors may sell, re-
property of the         allot or otherwise dispose of the same, either to the
Company and may         original holder thereof or to any other persons, and
be sold etc.            either by public auction or by private sale and upon
                        such terms and in such manner as they shall think fit.

Forfeiture may     48.  In the meantime, and until any share so forfeited shall
be remitted or          be sold, re-allotted or otherwise dealt with as
annulled                aforesaid, the forfeiture thereof may at the discretion
                        and by a resolution of the Directors, be remitted or
                        annulled as a matter of grace and favour but not as of
                        right, upon such terms and conditions as they think fit.

Members still      49.  Any member whose shares have been forfeited shall,
liable to pay           notwithstanding the forfeiture, remain liable to pay and
money due               shall forthwith pay to the Company all calls, amounts,
notwithstanding         instalments, interest and expenses owing upon or in
the forfeiture          respect of such shares at the time of the forfeiture,
                        together with interest thereon, from the time of the
                        forfeiture until payment, at the

                                      -17-
<PAGE>

                        rates, not exceeding 9 percent per annum as the
                        Directors may determine, in the same manner in all
                        respects as if the shares had not been forfeited,
                        without any deduction or allowance for the value of the
                        shares at the time to the forfeiture and the Directors
                        may enforce the payment thereof if they think fit (but
                        without being under any obligation so to do) without
                        entitling such member or his representative to any
                        remission of such forfeiture or to any compensation for
                        the same, unless the Directors shall think fit to make
                        such compensation, which they shall have full power to
                        do, in such manner and on such terms on behalf of the
                        Company as they shall think fit.

Effect of          50.  The forfeiture of a share shall involve the extinction
forfeiture              of all interest in and of all claims and demands against
                        the Company of the member in respect of the share and
                        all other right of the member incident to the share
                        except only such of those rights as by these Article are
                        expressly saved.

Surrender of       51.  The Directors may, subject to the provision of the Act,
shares                  accept a surrender of any share from or by any member
                        desirous of surrendering them on such terms as they
                        think fit.

Certificate of     52.  A certificate in writing, under signature of one
forfeiture              Director and countersigned by any other person who may
                        be authorised for the purpose by the Directors, that the
                        call, amount or instalment in respect of a share was
                        made or was due or the interest in respect of a call,
                        amount or instalment was or the expenses were payable,
                        as the case may be, the notice thereof as aforesaid was
                        given and default in payment was made and that the
                        forfeiture of the share was made by a resolution of the
                        Directors to the effect, shall be conclusive evidence of
                        the facts stated therein as against all persons entitled
                        to or interested in such share.

Title of           53.  The Company may receive the consideration, if any, given
purchaser and           for the share on any sale, re-allotment or other
allottee for            disposition thereof and the person to whom such share is
forfeited shares        sold, re-allotted or disposed of may be registered as
                        the holder of the share and shall not be bound to see to
                        the application of the consideration, if any, nor shall
                        his title to the share be affected by any irregularity
                        or invalidity in the proceedings in reference to the
                        forfeiture, sale, re-allotment or other disposal of the
                        share.

Company's lien     54.  The Company shall have a first and paramount lien upon
on shares               all the shares not being fully paid-up shares,
                        registered in the name of each member (whether solely or
                        jointly with another or others) and upon the proceeds of
                        sale thereof, for all moneys from time to time due or
                        payable by him to the Company for calls made and all
                        amounts or instalments as provided by Article 37 payable
                        in respect of such shares and no

                                      -18-
<PAGE>

                        equitable interest in any shares shall be created except
                        upon the footing and condition that Article 27 hereof is
                        to have full effect. Any such lien shall extend to all
                        dividends from time to time declared in respect of such
                        shares. Unless otherwise agreed, the registration of a
                        transfer of shares shall operate as a waiver of the
                        Company's lien, if any, on such shares. The Directors
                        may at any time declare any shares to be exempt, wholly
                        or partially from the provisions of this Article.

Lien enforced      55.  For the purpose of enforcing such lien, the Directors
by sale                 may sell, the shares subject thereto in such manner as
                        they think fit and transfer the same to the name of the
                        purchaser, without any consent and notwithstanding any
                        opposition on the part of the indebted member or any
                        other person or persons interested therein and a
                        complete title to the shares which shall be sold and
                        transferred shall be acquired by the purchaser, by
                        virtue of such sale and transfer, against such indebted
                        member and all persons claiming with or under him
                        whether he may be indebted to the Company in point of
                        fact or not. But no such sale shall be made until notice
                        in writing stating the amount due or specifying the
                        liability of engagement and demanding payment or
                        fulfillment or discharge thereof and of the intention to
                        sell in default shall have been served upon such member
                        or his heirs, executors, administrators, representatives
                        or persons and default shall have been made by him or
                        them in payment, fulfilment or discharge of such debts,
                        liabilities or engagements for seven days after such
                        notice.

Application of     56.  The net proceeds of any such sale after payment of the
sale proceeds           costs of such sale, shall be applied in or towards the
                        satisfaction of such debts, liabilities or engagements
                        and the residue (if any) paid to such member or any of
                        his executors, administrators, representatives or
                        assigns or any of the persons (if any) entitled by
                        transmission to the shares sold.

Execution of       57.  Upon any sale after forfeiture or upon any sale for
instrument of           enforcing a lien, in purported exercise of the powers
transfer                hereinbefore given, the Directors may appoint some
                        person or persons to execute an instrument of transfer
                        of the shares sold.

Validity of sale   58.  Upon any such sale after forfeiture or for enforcing a
of such shares          lien in purported exercise of powers the Directors shall
                        cause the purchaser's name to be entered in the Register
                        in respect of the shares sold and shall issue to the
                        purchaser a certificate such as is specified in Article
                        52 hereof in respect of the shares sold and the
                        purchaser shall not be bound to see to the regularity of
                        the proceedings or to the application of the purchase
                        money and after his name has been entered in the
                        Register in respect of such shares, the validity of the
                        sale shall not be impeached by any person and

                                      -19-
<PAGE>

                        the remedy of any person aggrieved by the sale shall be
                        in damages only and against the Company exclusively.

                   VIII. TRANSFER AND TRANSMISSION OF SHARES

Register of        59.  The Company shall keep a book called the `Register of
Transfers               Transfers' and therein shall be fairly and distinctly
                        entered the particulars of every transfer or
                        transmission of any share in the Company.

Instrument of      60.  No transfer shall be registered unless a proper
transfer to be          instrument of transfer has been delivered to the
executed by             Company. Every instrument of transfer shall be duly
transferor and          stamped and shall be executed by or on behalf of the
transferee              transferor and the transferee and in the case of a share
                        held by two or more holders or to be transferred to the
                        joint names of two or more transferees by all such
                        joint-holders or by all such joint transferees, as the
                        case may be, several executors or administrators of a
                        deceased member proposing to transfer the shares
                        registered in the name of such deceased member shall all
                        sign the instrument of transfer in respect of the share
                        as if they were the joint-holders of the share. The
                        instrument of transfer shall specify the name, address
                        and occupation, if any, of the transferee.

Shares to be       61.  Subject to the provisions of Section 108, the instrument
transferred by          of transfer of any share shall be in writing in the Form
an instrument           No. 7-B as prescribed under the Companies (Central
in writing              Government) General Rules and Forms, 1956 as amended and
more joint              notified in Central Government's Notification No. G.S.R.
holders                 631, dated April 23, 1966, or any statutory
                        modifications thereof or near the said form as
                        circumstances will permit and duly stamped by the
                        prescribed authority under Section 108 of the Act within
                        the time prescribed under that Section.

Death of one or    62.  In the case of the death of any one or more of the
more joint              persons named in the Register as the joint-holders of
holders                 any share, the survivor or survivors shall be the only
                        persons recognised by the Company as having any title to
                        or interest in such share, but nothing herein contained
                        shall be taken to release the estate of the deceased
                        joint-holder from any liability on the shares held by
                        him jointly with any other person.

Title to share     63.  The executors or administrators of a deceased member not
of deceased             being one of several joint-holders shall be the only
member                  persons recognised by the Company as having any title to
                        the shares registered in the name of such deceased
                        member, and the Company shall not be bound to recognise
                        such executors or administrators, unless they shall have
                        first obtained probate or letters of administration or
                        other legal representation, as the case may be, as
                        provided in Article 2, provided nevertheless, the

                                      -20-
<PAGE>

                   Directors, in any case where they in their absolute
                   discretion think fit, may dispense with the production of
                   Probate or Letters of Administration or such other legal
                   representation, upon such terms as to indemnity or otherwise
                   as they may deem fit and under the next Article, register the
                   name of any person who claims to be absolutely entitled to
                   the shares standing in the name of the deceased member as a
                   member in respect of such shares.


Registration of    64.  Subject to the provisions of the last preceding Article,
person entitled         any person to whom the right to any share has been
to shares               transmitted in consequence of the death or insolvency of
otherwise than          any member or otherwise by operation of law may, with
by transfer             the consent of the Directors (which they shall not be
(transmission           under any obligation to give) and upon his producing
clause)                 such evidence that he sustains the character in respect
                        of which he proposes to act under the Article and of his
                        title as the Directors think sufficient either be
                        registered himself as a member in respect of such shares
                        or elect to have some person nominated by him and
                        approved by the Directors registered as such member,
                        provided nevertheless, if such person shall elect to
                        have his nominee registered, he shall testify his
                        election by executing to his nominee an instrument of
                        transfer of the share in accordance with the provisions
                        herein contained and until he does so and subject to
                        Article 31, he shall not be freed from any liability in
                        respect of the shares. This clause is hereinafter
                        referred to as the `transmission clause'. A transfer of
                        the share or other interest in the Company of a deceased
                        member thereof made by his legal representative shall,
                        although the legal representative is not himself a
                        member be as valid as if he had been a member at the
                        time of the execution of the instrument of transfer.

Evidence of        65.  Every transmission of a share shall be verified in such
transmission to         a manner as the Directors may require and the Company
be verified             may refuse to register any such transmission until the
                        same be so verified or unless an indemnity be given to
                        the Company with regard to such registration which the
                        Directors at their discretion shall consider sufficient;
                        provided nevertheless, that there shall not be any
                        obligation on the Company or the Directors to accept any
                        indemnity, the Directors shall have the same right to
                        refuse to register a person entitled by transmission to
                        any shares or his nominee as if he were the transferee
                        named in an ordinary transfer presented for
                        registration.

Rights of such     66.  A person entitled to share by transmission may, until
person                  the Directors otherwise determine as provided in Article
                        142, receive and give discharge for any dividends,
                        bonuses or other moneys payable in respect of the share,
                        but he shall not be entitled to vote at any meetings of
                        the Company save as provided in Article 125 or save as
                        aforesaid and as

                                      -21-
<PAGE>

                        provided in Article 251 to any of the rights and
                        privileges of a member, unless and until he shall have
                        become a member in respect of the shares.

Procedure on       67.  An application for the registration of a transfer of
application for         shares or other interest of a member in the Company may
transfer                be made either by the transferor or the transferee.
                        Where such application is made by the transferor and
                        relates to partly paid shares, the transfer shall not be
                        registered unless the Company gives notice of the
                        application to the transferee and the transferee makes
                        no objection to the transfer within two weeks from the
                        delivery of the notice. The notice to the transferee
                        shall be deemed to have been duly given if despatched by
                        pre-paid registered post to the transferee at the
                        address given in the instrument of transfer and shall be
                        deemed to have been delivered at the time at which it
                        would have been delivered in the ordinary course of
                        post.

Transfer to be     68.  (1) It shall not be lawful for the Company to register a
left at office              transfer of any shares unless the proper instrument
with certificate            of transfer duly stamped and executed by or on
and with                    behalf of the Transferor and by or on behalf of the
evidence of title           Transferee and specifying the name and address and
                            occupation of the Transferee has been delivered to
                            the Company along with the scrip and if no such
                            scrip is in existence, along with the letter of
                            allotment of the shares. The Directors may also call
                            for such other evidence as may reasonably be
                            required to show the right of the transferor to make
                            the transfer. Provided that where it is proved to
                            the satisfaction of the Directors of the Company
                            that an instrument of transfer signed by the
                            Transferor and Transferee has been lost, the Company
                            may, if the Directors think fit on an application in
                            writing made by the transferee and bearing the stamp
                            required by an instrument of transfer register the
                            Transfer on such terms as to indemnity as the
                            Directors may think fit.

                        (2) If the Company refuses to register the transfer of
                            any shares, the Company shall within two months from
                            the date on which the instrument of transfer is
                            lodged with the Company send to the Transferee and
                            the Transferor notice of the refusal as provided in
                            Article 69.

                        (3) Nothing in clause (1) shall prejudice any power of
                            the Company to register as shareholder any person to
                            whom the right to any share has been transmitted by
                            operation of law.

                        (4) Nothing in this Article shall prejudice any power of
                            the Company to refuse to register the transfer of
                            any share.

Directors may      69.  The Directors may, at their own absolute and
                        uncontrolled discretion and

                                      -22-
<PAGE>

decline to              without assigning or being under any obligation to give
register                any reason, decline to register or acknowledge any
transfers               transfer or transmission of shares and in particular,
                        may so decline in any case in which the Company has a
                        lien upon the shares or any of them or in the case of
                        shares not fully paid-up whilst any moneys called or
                        payable at a fixed time in respect of the shares desired
                        to be transferred or any of them remain unpaid or unless
                        the transferee is approved by the Directors. Provided
                        that registration of any transfer shall not be refused
                        on the ground of the transferor being either along or
                        jointly with any other person or persons indebted to the
                        Company on any account whatsoever. Nothing in Sections
                        108, 109 and 110 of the Act shall prejudice this power
                        to refuse to register the transfer of or the
                        transmission by operation of law of the right to, any
                        shares or interest of a member in or debentures of the
                        Company. The registration of a transfer shall be
                        conclusive evidence of the approval by the Directors of
                        the transferee, but so far only as regards the share or
                        shares in respect of which the transfer is so registered
                        and not further or otherwise and not so as to debar the
                        Directors to refuse registration of any further shares
                        applied for. If the Directors refuse to register the
                        transfer or transmission of any shares notice of the
                        refusal shall within two months from the date on which
                        the instrument of transfer on intimation of transmission
                        was delivered to the Company be sent to the Transferee
                        and the Transferor or to the person giving intimation of
                        the transmission, as the case may be. Such notice to the
                        transferee shall be deemed to have been duly given if
                        despatched by pre-paid registered post to the transferee
                        at the address given in the instrument of transfer.

Transferor to      70.  The Transferor shall be deemed to remain the holder of
remain holder           the shares until the name of the transferee shall be
of shares till          entered in the Register of Members.
transfer
registered

Registered         71.  Every instrument of transfer which shall be registered
transfer to             shall remain in the custody of the Company. If the
remain with             transfer relates to the only share or all the shares
Company                 comprised in the certificate, such certificate or a new
                        certificate in lieu thereof shall, after the
                        registration of the transfer, be delivered to the
                        transferee and if the transfer relates only to a part of
                        the shares comprised in the certificate, the same shall,
                        on registration of the transfer be retained by the
                        Directors and cancelled and new certificates will be
                        issued to the transferor and the transferee in respect
                        of the shares respectively, held by them.

Fee on transfer    72.  A fee not exceeding twenty five paise may be charged for
                        each share

                                      -23-
<PAGE>

                        transferred and shall if required by the Directors, be
                        paid before the registration thereof.

Transfer books     73.  The Directors shall have power on giving seven days'
and Register            notice by advertisement as required by Section 154 of
may be closed           the Act to close the Transfer Book and Register of
for not more            Members of such period or periods of time in every year
than 45 days in         as to them may seem expedient but not exceeding 45 days
the year                in any year and not exceeding 30 days at any one time.

The Company not    74.  The Company shall incur no liability or responsibility
liable for              whatever in consequence of its registering or giving
disregard of            effect to any transfer of shares made or purporting to
any notice              be made, by an apparent legal owner thereof (as shown or
prohibiting             appearing in the Register of Members), to the prejudice
registration of         of any person or persons having or claiming any
a transfer              equitable right, title or interest to or in the same
                        shares, notwithstanding that the Company may have had
                        notice of such equitable right, title or interest or
                        prohibiting registration of such transfer and may have
                        entered such notice or referred thereto in any book of
                        the Company; and the Company shall not be bound or
                        required to regard or attend or give effect to any
                        notice which may be given to it of any equitable right,
                        title or interest or be under any liability whatsoever
                        for refusing or neglecting so to do, though it may have
                        been entered or referred to in some books of the
                        Company; but the Company shall nevertheless be at
                        liberty to regard and attend to any such notice and give
                        effect thereto, if the Directors shall so think it.

Transfer of             The provision of these Articles shall mutatis mutandis
debentures              apply to the transfer or transmission by operation of
                        law of debentures at the Company.

Company may        76.  The Company may by Ordinary Resolution so alter the
alter its Capital       conditions of its Memorandum of Association as:
in certain ways

                        (a) to increase its share capital by such amount as it
                            thinks expedient by issuing new shares;

                        (b) to consolidate and divide all or any of its share
                            capital into shares of larger amount than its
                            existing shares;

                        (c) to convert all or any of its fully paid-up shares
                            into stock and reconvert that stock into fully paid-
                            up shares of any denominations;

                                      -24-
<PAGE>

                        (d) to sub-divide its shares or any of them into shares
                            of smaller amount than is fixed by its Memorandum of
                            Association, so however that in the sub-division the
                            proportion between the amount paid and the amount,
                            if any, unpaid on each reduced share shall be the
                            same as it was in the case of the share from which
                            the reduced share is derived. The Company may
                            subject to the provisions of Sections 85, 87 and 88
                            of the Act be between the holders of the resulting
                            shares, one or more of such shares may subject to
                            the provisions of Sections 85, 87 and 88 of the Act
                            be given any preference or advantage as regards
                            dividend, capital, voting or otherwise over the
                            other or any other of such shares;

                        (e) to cancel any shares which, at the date of the
                            passing of the resolution in that behalf, have not
                            been taken or agreed to be taken by any person and
                            diminish the amount of its share capital by the
                            amount of the shares so cancelled.

Increase of        77.  The Company may, from time to time, in General Meeting,
Capital by the          with the sanction of an Ordinary Resolution, whether all
Company and how         the shares for the time being authorised shall have been
carried into            issued or not and whether all the shares for the time
effect, on what         being issued shall have been fully called up or not,
conditions new          increase its capital to any amount by the creation of
shares may be           new shares, such aggregate increase to be divided into
issued, when to         shares of such respective amount as the Company by the
be offered to           resolution authorising such increase directs or
existing members        authorises. The new shares shall be issued upon such
                        terms and conditions (and if preference shares upon such
                        conditions as to redemption) and with such rights and
                        privileges annexed thereto, as the General Meeting
                        resolving upon the creation thereof shall direct or
                        authorise and in particular such shares may be issued
                        with a preferential or qualified rights to dividends and
                        in the distribution of assets of the said Company and
                        subject to the provisions of Sections 87 and 88 of said
                        Act with a special or without any right of voting; and
                        the General Meeting resolving upon the creation of the
                        shares may direct that any shares for the time being
                        unissued and new shares about to be issued or any of
                        them, shall be offered in first instance and either at
                        par or at a discount to all the then members or any
                        class thereof, in proportion to the amount of capital
                        held by them or make any other provisions as to the
                        issue and allotment of such original shares and the new
                        shares; and failing such directions by the General
                        Meeting resolving upon the creation of the shares or so
                        far as such directions shall not extend the new shares
                        shall be at the disposal of the Directors as if they
                        formed part of the shares in the original capital.
                        Whenever any shares

                                      -25-
<PAGE>

                        are issued at a discount the provisions of Section 79 of
                        the said Act shall be complied with.

Increase of        78.  The Directors may from time to time without any sanction
Capital by the          of the Company, whenever all the shares in the issued
Directors and           capital shall not have been subscribed and whether all
how carried             the shares for the time being subscribed shall have been
into effect             fully called up or not, issue further shares of such
                        value as they may think fit out of the unsubscribed
                        balance of the issued capital. Such further shares shall
                        be issued upon such terms and conditions (and if
                        preference shares upon such conditions as to redemption)
                        and with such rights and privileges annexed thereto as
                        the Board shall direct and in particular, such shares
                        may be issued with a preferential or qualified right to
                        dividend and in the distribution of assets of the
                        Company and subject to the provisions of Sections 87 and
                        88 of the said Act with a special or without any right
                        of voting and the Board may dispose of such shares or
                        any of them either at per or at a premium or subject to
                        the provisions of Section 79 of the said Act at a
                        discount, to any members or any class thereof or in such
                        other manner as the Board may think most beneficial to
                        the Company.

Further issue of   79.  (1) Where it is proposed to increase the subscribed
capital                     capital of the Company by the issue of now shares:

                            (a) such new shares shall be offered to the persons
                                who, at the date of the offer are holders of the
                                equity shares of the Company, in proportion, as
                                nearly as circumstances admit to the capital
                                paid-up on these shares at that date;

                            (b) the offer aforesaid shall be made by notice
                                specifying the number of shares offered and
                                limiting a time not being less than fifteen days
                                from the date of the offer within which the
                                offer, if not accepted, will be deemed to have
                                been declined;

                            (c) after the expiry of the time specified in the
                                notice aforesaid or on receipt of earlier
                                intimation from the persons to whom such notice
                                is given that he declines to accept the shares
                                offered, the Board of Directors may dispose of
                                them in such manner as they think most
                                beneficial to the Company.

                        (2) Whenever any shares are to be offered to the members
                            the Directors may dispose of any such shares which,
                            by reason of the proportion borne by them to the
                            number of persons entitled to such offer or by
                            reason of any other difficulty in apportioning the
                            same cannot in the opinion of the Directors be
                            conveniently offered to the members.

                                      -26-
<PAGE>

Share Premium      80.  Where the Company issues shares at a premium, whether
Account to be           for cash or otherwise, a sum equal to the aggregate
maintained              amount or value of the premium on those shares shall be
                        transferred to an account, to be called the Share
                        Premium Account. The Share Premium Account shall be
                        applied only for the purposes authorised by Section 78
                        of the said Act.

How far new        81.  Except so far as otherwise provided by the conditions of
share in                issue or by these presents, any capital raised by
original capital        creation of new shares shall be considered as part of
                        the capital and shall be subject to the provisions
                        herein contained with reference to the payment of calls
                        and instalments, transfer, transmission, forfeiture,
                        lion, surrender; voting and otherwise in all respects as
                        if it had been the original capital.

Notice of          82.  The Directors shall, whenever the share capital is
increase of             increased beyond the authorised capital, file with the
capital                 Registrar of Companies notice of the increase of the
                        capital as provided by Section 97 of the said Act within
                        fifteen days after the passing of the resolution
                        authorising the increase.

Transfer of        83.  (a) When any shares shall have been converted into
Stock                       stock, the several holders of such stock may
                            thenceforth transfer their respective interests
                            therein or any part of such interest, in the same
                            manner and subject to the same regulations as and
                            subject to which shares in the Company's capital may
                            be transferred or as near thereto as circumstances
                            will admit. But the Directors may from time to time,
                            if they think fit, fix the minimum amount of stock
                            transferable and restrict or forbid the transfer of
                            fractions of that minimum, but with full power,
                            nevertheless, at the discretion to waive such rules
                            in any particular case.

                        (b) Notice of such conversion of shares into stock or
                            reconversion of stock into shares shall be filed
                            with the Registrar of Companies as provided in the
                            said Act.

 Rights of         84.  The stock shall confer on the holders thereof
 stockholders           respectively the same privileges and advantages, as
                        regards participation in profits and voting at meetings
                        of the Company and for other purposes, as would have
                        been conferred by shares of equal amount in the capital
                        of the Company of the same class as the shares from
                        which such stock was converted but no such privileges or
                        advantages, except the participation in profits of the
                        Company or in the assets of the Company on a winding up,
                        shall be conferred by any such aliquot part of,
                        consolidated stock as would not, if existing in shares,
                        have conferred such privileges or advantages. No such
                        conversion shall affect or prejudice any preference or
                        other special holders of the share and authenticated by
                        such evidence (if any) as the provisions

                                      -27-
<PAGE>

                        herein contained shall, so far as circumstances will
                        admit, apply to stock as well as to shares and the words
                        "share" and "shareholder" in these presents shall
                        include "stock" and "stock-holder".

Holder of share    85.  The Company may with the previous approval of the
warrant not to          Central Government issue share warrants and accordingly
a member share          the Directors may in their discretion, with respect to
warrant issued          any fully paid-up share on application in writing signed
to bearer               by the person or all persons registered as holder or
                        holders of the share and authenticated by such evidence
                        (if any) as the Directors may from time to time require
                        as to the identity of the person or persons signing the
                        applications and on receiving the certificate (if any)
                        of the share and amount of the stamp duty on the warrant
                        and such fee as the Directors may from time to time
                        prescribe, issue under the Company's seal or warrant,
                        duly stamped stating that the bearer of the warrant is
                        entitled to the shares therein specified and may provide
                        by coupons or otherwise for the payment of dividends or
                        other moneys, on the shares included in the warrant. On
                        the issue of a share warrant the provisions of Sections
                        114 and 115 shall apply. The bearer of a share warrant
                        shall not be considered to be a member of the Company
                        and accordingly save as herein otherwise expressly
                        provided, no person shall as bearer of a share warrant,
                        sign a requisition for calling of meeting of the Company
                        or attend or vote or exercise any other privileges of a
                        member at a meeting of the Company or be entitled to
                        receive any notice of meetings or otherwise or be
                        qualified in respect of the shares or stock specified in
                        the warrant for being a Director of the Company or have
                        or exercise any other rights of a member of the Company.

Directors may      86.  The Directors from time to time make rules as to the
make rules for          terms on which (if they shall think fit) a new Share
issue of fresh          warrant or coupon may be issued in case of defacement,
share warrant           loss or destruction and the fees to be charged for the
or coupons              same.

                           IX. REDUCTION OF CAPITAL

Reduction of       87.  The Company may from time to time by Special Resolution
capital                 and subject to confirmation by the Court, reduce its
                        share capital in any way and in particular and without
                        prejudice to the generality of the foregoing power may:

                        (a) extinguish or reduce the liability on any of its
                            shares in respect of share capital not paid up;

                                      -28-
<PAGE>

                        (b) either with or without extinguishing or reducing
                            liability on any of its shares, cancel any paid-up
                            share capital which is lost or is unrepresented by
                            available assets; or

                        (c) either with or without extinguishing or reducing
                            liability on any of its shares, pay off any paid-up
                            share capital which is in excess of the wants of the
                            Company;

                            and may, if and so far as is necessary, alter the
                            Memorandum by reducing the amount of its share
                            capital and of its shares accordingly.

                            Capital may be paid off on the footing that it may
                            be called up again or otherwise and paid-up capital
                            may be cancelled as aforesaid without reducing the
                            nominal amount of the shares by the like amount to
                            the intent that the unpaid and callable capital
                            shall be increased by the like amount. The Directors
                            shall whenever the capital of the Company is reduced
                            duly comply with the provisions of Sections 100 to
                            103 of the said Act

Provisions         88.  (1) Subject to the provisions of Section 80 of the said
relating to the             Act, whenever any preference shares are issued which
redemption of               are or at the option of the Company are to be liable
preference                  to be redeemed, the following provisions shall take
shares                      effect:

                            (a) No such shares shall be redeemed except out of
                                the profits of the Company which would otherwise
                                be available for dividend or out of the proceeds
                                of a fresh issue of shares made for the purposes
                                of the redemption.

                            (b) No such shares shall be redeemed unless are
                                fully paid.

                            (c) The premium, if any payable on redemption must
                                be provided for out of the profits of the
                                Company or out of the Company's Share Premium
                                Account before the shares are redeemed.

                            (d) Where any such shares are redeemed otherwise
                                than out of the proceeds of a fresh issue there
                                shall, out of profits which would otherwise have
                                been available for dividend be transferred to a
                                Reserve Fund to be called "The Capital
                                Redemption Reserve Fund", a sum equal to the
                                nominal amount of the share redeemed and the
                                provisions of the Act

                                      -29-
<PAGE>

                                relating to the reduction of the share capital
                                of the Company shall except as provided under
                                Section 80 of the Act, apply as if the Capital
                                Redemption Reserve Fund were paid-up share
                                capital of the Company.

                        (2) Subject to the provisions of Section 80 of the Act
                            and these Articles the redemption of preference
                            shares hereunder may be effected in accordance with
                            the terms and conditions of their issue and in the
                            absence of any such terms and conditions in such
                            manner as the Directors may think fit.

                        (3) The redemption of preference shares under this
                            provisions by the Company shall not be taken as
                            reducing the amount of its authorised share capital.

                        (4) Where the Company has redeemed or is about to redeem
                            any preference shares, it shall never have power to
                            issue shares upto the nominal amount of the shares
                            redeemed or to be redeemed as if those shares had
                            never been issued; and accordingly the share capital
                            of the Company shall not, for the purpose of
                            calculating the fees payable under Section 601 of
                            the said Act be deemed to be increased by the issue
                            of shares in pursuance of this Article.

                            Provided that, where new shares are issued before
                            the redemption of the old shares, the new shares
                            shall not so far as related to stamp duly, be deemed
                            to have been issued in pursuance of this Article
                            unless the old shares are redeemed within one month
                            after the issue of the new shares.

                        (5) The Capital Redemption Reserve Fund may,
                            notwithstanding anything in this Article, be applied
                            by the Company, in paying up unissued shares of the
                            Company to be issued to members of the Company as
                            fully paid bonus shares.

Division and       89.  The Company in General Meeting by an Ordinary Resolution
sub-division            alter the conditions of its Memorandum as follows (that
                        is to say) it may:

                        (a) consolidate and divide all or any of its share
                            capital into shares of larger amount than its
                            existing shares;

                       (b) sub-divide shares or any of them into shares of
                           smaller amounts than originally fixed by the
                           Memorandum subject nevertheless to the provisions of
                           the Act in that behalf and so, however that in the
                           sub-division, the proportion between the amount paid
                           and the amount, if any unpaid on each reduced share
                           shall be as it was in

                                      -30-
<PAGE>

                              the case of the share from which the reduced share
                              is derived so that as between the holders of the
                              shares resulting from such sub-division one or
                              more of such shares may subject to the provisions
                              of the Act be given any preference or advantage or
                              otherwise over the others or any other such
                              shares;

                         (c)  cancel shares which at the date of such General
                              Meeting have not been taken or agreed to be taken
                              by any person and diminish the amount of its share
                              capital by the amount of the shares so cancelled.

                   90.   (l)  If the Company has:

 Notice of                    (a)  consolidated and divide its share capital
 Registrar of                      into shares of larger amount than its
 Consolidation                     existing shares;
 of Share
 Capital,                     (b)  converted any shares into stock;
 conversion of
 shares into                  (c)  reconverted any stock into shares;
 stock etc.
                              (d)  sub-divided its shares or any of them;

                              (e)  redeemed any redeemable preference shares;

                              (f)  cancelled any shares, otherwise than in
                                   connection with a reduction of share capital
                                   under Sections 100 to 104.

                                   The Company shall within one month after
                                   doing so, give notice thereof to the
                                   Registrar specifying as the case may be, the
                                   shares consolidated, divided, converted, sub-
                                   divided, redeemed or cancelled or the stock
                                   reconverted.

                   (2)   The Company shall thereupon request the Registrar to
                         record the notice and make any alterations which may be
                         necessary in the Company's Memorandum or Articles or
                         both.

                           X. MODIFICATION OF RIGHTS

 Power to modify   91.   Whenever the share capital by reason of issue of
 rights                  Preference Shares or otherwise is divided into
                         different classes of shares, all or any of the rights
                         and privileges attached to each class may, subject to
                         the provisions of Section 106 of the Act, be varied,
                         commuted, affected, abrogated or dealt with by
                         agreement between the Company and any person purporting
                         to contract on behalf of that class provided such

                                      -31-
<PAGE>

                         agreement is ratified in writing by holders of at least
                         three-fourths of nominal value of the issued shares of
                         the class or is sanctioned by special resolution passed
                         at a separate meeting of the holders of the shares of
                         that class and supported by the votes of the holders of
                         not less than three-fourths of the shares of that
                         class.

 Power to modify   91.   Whenever the share capital by reason of issue of
 rights                  Preference Shares or otherwise is divided into
                         different classes of shares, all or any of the rights
                         and privileges attached to each class may, subject to
                         the provisions of Section 106 of the Act, be varied,
                         commuted, affected, abrogated or dealt with by
                         agreement between the Company and any person purporting
                         to contract on behalf of that class provided such
                         agreement is ratified in writing by holders of at least
                         three-fourths of nominal value of the issued shares of
                         the class or is sanctioned by special resolution passed
                         at a separate meeting of the holders of the shares of
                         that class and supported by the votes of the holders of
                         not less than three-fourths of the shares of that
                         class.

 Article 91 not          This Article is not to derogate from any power the
 to derogate             Company would have if this Article were omitted and in
 from company's          particular the powers under Sections 391, 394 and 395
 powers                  of the said Act.

                         The dissentient members shall have the right to apply
                         to Court in accordance with the provisions of Section
                         107 of the Act.

                              XI.  JOINT HOLDERS

 Joint Holders     92.   Where two or more persons are registered as the holders
                         of any share they shall be deemed (so far as the
                         Company is concerned) to hold the same as joint tenants
                         with benefits of survivorship subject to the following
                         and other provisions contained in these Articles.

 No transfer to          (a)  The Company shall be entitled to decline to
 more than six                register more than six persons as the joint
 persons                      holders of any shares.

 Liabilities of          (b)  The joint holders of any share shall be liable
 holders                      severally as well as jointly for and in respect of
                              all calls or instalments and other payments which
                              ought to be made in respect of such shares.

                                      -32-
<PAGE>

 Death of Joint          (c)  On the death of any one or more of such joint
 Holders                      holders the survivor or survivors shall be the
                              only person or persons recognised by the Company
                              as having any title to the share but the Directors
                              may require such evidence of death as they may
                              deem fit and nothing herein contained shall be
                              taken to release the estate of a deceased joint
                              holder from any liability on shares held by him
                              jointly with any other person.

 Receipt of one          (d)  Any one of such joint holders may give effectual
 sufficient                   receipts for any dividends or other moneys payable
                              in respect of such share.

 Delivery of             (e)  Only the person whose name stands first in the
 Certificate and              Register of Members as one of the joint holders of
 giving of                    any shares shall be entitled to delivery of the
 notices to                   certificate relating to such or to receive notices
 first named                  (which expression shall be deemed to include all
 holder                       documents as defined in Article 2) from the
                              Company and any notice given to such person shall
                              be deemed notice to all the joint holders.

 Votes of joint          (f)  Any one of two or more joint holders may vote at
 holder                       any meeting either personally or by an agent duly
                              authorised under a power of attorney or by proxy
                              in respect of such shares as if he were solely
                              entitled thereto and if more than one of such
                              joint holders be present at any meeting personally
                              or by proxy or by attorney that one of such
                              persons so present whose name stands first or
                              higher (as the case may be) on the Register in
                              respect of such share shall alone be entitled to
                              vote in respect thereof. Provided always that a
                              person present at any meeting personally shall be
                              entitled to vote in preference to a person,
                              present by an agent, duly authorised under a power
                              of attorney or by proxy although the name of such
                              persons present by an agent or proxy stands first
                              in the Register in respect of such shares. Several
                              executors of a deceased member in whose (deceased
                              member's) sole name any share stands shall for the
                              purpose of this sub-clause be deemed joint
                              holders.

                             XII. GENERAL MEETING

 Statutory Meeting  93.  The Statutory Meeting of the Company shall be
                         commenced, held and conducted as required by Section
                         165 of the said Act at such time not being less than
                         one month or more than six months from the date on
                         which the Company is entitled to commence business and
                         at such place as the Directors may determine. This
                         meeting shall be called Statutory Meeting.

                                      -33-
<PAGE>

 Annual General    94.   (a)  The Company shall, in addition to any other
 Meeting                      meetings which are hereinafter referred to as
                              "Extraordinary General Meeting", hold a General
                              Meeting which shall be styled its Annual General
                              Meeting at the intervals and in accordance with
                              the provisions hereinafter mentioned.

                         (b)  The Annual General Meeting of the Company shall be
                              held within six months after the expiry of each
                              financial year; provided however that if the
                              Registrar shall have for any special reason
                              extended the time within which any Annual General
                              Meeting shall be held by a further period not
                              exceeding 3 months, the Annual General Meeting may
                              be held within the additional time fixed by the
                              Registrar. Except in cases where the Registrar has
                              given an extension of time as aforesaid for
                              holding any Annual General Meeting not more than
                              15 months shall elapse between the date of one
                              Annual General Meeting and that of the next and
                              the Annual General Meeting shall be hold in every
                              calendar year.

                         (c)  Every Annual General Meeting shall be called for
                              any time during business hours, on a day that is
                              not a public holiday and shall be held either at
                              the Registered Office of the Company or at some
                              other place within the city, town or village in
                              which the Registered Office of the Company be
                              situate and the notice calling the meeting shall
                              specify it as the Annual General Meeting.

 Directors may           (d)  The Directors may call Extraordinary General
 call                         Meetings of the Company whenever they think fit
 Extraordinary                and such meetings shall be held at such place and
 General Meetings             time as the Directors think fit.

 Power of Central  95.   (1)  If the default is made in holding an Annual
 Government to                General Meeting in accordance with Section 166 of
 call General                 the Act, the Central Government may,
 Meeting                      notwithstanding anything in the Act, (or in the
                              Articles of the Company) on the application of any
                              member of the Company, call or direct the calling
                              of a General Meeting of the Company, and give such
                              ancillary or consequential directions as the
                              Central Government thinks expedient in relation to
                              the calling, holding and conducting of the
                              meeting.

                              Explanation: The directions that may be given
                              under the said section may include a direction
                              that one member of the Company so present in
                              person or by proxy shall be deemed to constitute a
                              meeting.

                                      -34-
<PAGE>

                         (2)  A General Meeting held in pursuance of sub-clause
                              (i) shall subject to any directions of the Central
                              Government deemed to be an Annual General Meeting
                              of the Company.

 Section 171 to    96.   (1)  The provisions of Sections 171 to 186 of the Act
 186 of the Act               shall notwithstanding anything to the contrary in
 shall apply to               the Articles of the Company, apply with respect to
 meetings                     General Meetings of the Company.

                         (2)  Unless the Articles or a contract binding on the
                              persons concerned otherwise provides Sections 171
                              to 186 of the Act with such adaptions and
                              modifications, if any, as may be prescribed shall
                              apply with respect to meetings of any class of
                              members or of debenture holders or any class of
                              debenture holders of the Company in like manner as
                              they apply with respect to General Meetings of the
                              Company.

 Calling of        97.   (1)  The Board of Directors of the Company shall on the
 Extraordinary                requisition of such number of members of the
 General Meeting              Company as is specified in sub-clause (4)
 on requisition               forthwith proceed duly to call an Extraordinary
                              General Meeting of the Company.

                         (2)  The requisition shall setout the matters for the
                              consideration of which the meeting is to be called
                              shall be signed by the requisitionists and shall
                              be deposited at the Registered Office of the
                              Company.

                         (3)  The requisition may consist of several documents
                              in like form each signed by one or more
                              requisitionists.

                         (4)  The number of members entitled to requisition a
                              meeting in regard to any matter shall be such
                              number of them as hold at the date of the deposit
                              of the requisition not less than one-tenth of such
                              of the paid-up capital of the Company as at that
                              date carries the right of voting in regard to that
                              matter.

                         (5)  Who two or more distinct are specified in the
                              requisition, the provisions of sub-clause (4)
                              shall apply separately in regard to each such
                              matters and the requisition shall accordingly be
                              valid only in respect of these matters in respect
                              to which the conditions specified in that sub-
                              clause is fulfilled.

                                      -35-
<PAGE>

                         (6)  If the Board does not, within twenty one days from
                              the date of the deposit of a valid requisition in
                              regard to any matters, proceed duly to call a
                              meeting for the consideration of those matters on
                              a day not later than forty five days from the date
                              of deposit of the requisition, the meeting may be
                              called:

                              (a)  by the requisitionists themselves;

                              (b)  by such of the requisitionists as present
                                   either a majority in value of the paid-up
                                   share capital held by all of them or not less
                                   than one-tenth of such of the paid-up share
                                   capital of the Company as is referred to in
                                   sub-clause (4) whichever is less.

                                   Explanation: For the purposes of this sub-
                                   clause, the Board shall in the case of a
                                   meeting at which a resolution is to be
                                   proposed as a special resolution, be deemed
                                   not to have duly convened the meeting if they
                                   do not give such notice thereof as is
                                   required by sub-section (2) of Section 189.

                         (7)  A meeting called under sub-clause (6) by the
                              requisitionists or any of them:

                              (a)  shall be called in the same manner as nearly
                                   as possible as that in which meetings are to
                                   be called by the Board; but

                              (b)  shall not be held after the expiration of
                                   three months from the date of the deposit of
                                   the requisition.

                                   Explanation: Nothing in Clause (b) shall be
                                   deemed to prevent a meeting duly commenced
                                   before the expiry of the period of three
                                   months aforesaid from adjourning to some day
                                   after the expiry of that period.

                         (8)  Where two or more persons hold any shares or
                              interest in a Company jointly, a requisition or a
                              notice calling a meeting signed by one or only
                              some of them shall for the purposes of this
                              Section have the same force and effect as if it
                              has been signed by all of them.

                                      -36-
<PAGE>

 Length of Notice        (9)  Any reasonable expenses incurred by the
 for calling                  requisitionists by reasons of the failure of the
 meeting                      Board duly to call a meeting shall be repaid to
                              the requisitionists by the Company; and any sum so
                              repaid shall be retained by the Company out of any
                              sums due or to become due from the Company by way
                              of fees or other remuneration for their services
                              to such of the Directors as were in default.

                   98.   (1)  A General Meeting of the Company may be called by
                              giving not less than twenty one day's notice in
                              writing but a General Meeting may be called after
                              giving shorter notice if consent is accorded
                              thereto

                              (i)   in the case of an Annual General Meeting by
                                    all the members entitled to vote thereat;
                                    and

                              (ii)  in the case of any meeting, by members of
                                    the Company holding not less than 95 percent
                                    of such part of the paid-up share capital of
                                    the Company as gives a right to vote at the
                                    meeting.

                                    Provided that where any members of the
                                    Company are entitled to vote only on some
                                    resolution or resolutions to be moved at
                                    meeting and not on others, those members
                                    shall be taken into account for the purposes
                                    of this clause in respect of the former
                                    resolution or resolutions and not in respect
                                    of the latter.

 Contents of             (2)  Notice of every meeting of the Company shall
 Notice                       specify the place and the day and hour of the
                              meeting and shall contain a statement of the
                              business to be transacted thereat.

 To whom notice          (3)  Such notice shall be given
 to be given

                              (i)   to every member of the Company, in any
                                    manner authorised by Clauses (1) to (5) of
                                    Article 249;

                              (ii)  to every member of the Company in any manner
                                    authorised by sub-section (1) to (4) of
                                    Section 53 of the Act; Provided that where
                                    the notice of a meeting is given by
                                    advertising the same in a newspaper
                                    circulating in the neighbourhood of the
                                    Registered Office of the Company

                                      -37-
<PAGE>

                                     under sub-section (3) of Section 53 of the
                                     Act, the Explanatory Statement need not be
                                     annexed to the notice as required by
                                     Section 173 of the said Act but it shall be
                                     mentioned in the advertisement that the
                                     statement has been forwarded to the members
                                     of the Company;

                              (iii)  to the persons entitled to a share in
                                     consequence of the death or insolvency of a
                                     member by sending it through the post in a
                                     prepaid letter addressed to them by name or
                                     by the title or representatives of the
                                     deceased or assignees of the insolvent or
                                     by any like description, at the address, it
                                     any, in India supplied for the purpose by
                                     the person claiming to be so entitled or
                                     until such an address has been so supplied
                                     by giving the notice in any manner in which
                                     it might have been given if the death or
                                     insolvency had not occurred; and

                              (iv)   to the Auditor or Auditors for the time
                                     being of the Company in any manner
                                     authorised by Section 53 in the case of any
                                     member or members of the Company.

 Omission to give        (4)  The accidental omission to give notice to or the
 notice or                    non-receipt of notice by, any member or other
 non-receipt of               person to whom it should be given shall not
 notice shall                 invalidate the proceedings at the meeting.
 not invalidate
 proceedings

 Proxy                   (5)  In every notice calling a meeting of the Company
                              there shall appear with reasonable prominence a
                              statement that a member entitled to attend and
                              vote is entitled to appoint a proxy or where that
                              Is allowed one or more proxies, to attend and vote
                              instead of himself and that a proxy need not be a
                              member.

 Explanatory             (6)  Where any items of business to be transacted at
 statements                   the meeting are deemed to be special as provided
                              in Article 99 there shall be annexed to the notice
                              of the meeting a statement setting out all
                              materials facts concerning each such item of
                              business, including in particular the nature of
                              the concern of interest, if any therein, of every
                              Director, the Managing Agent if any or the
                              Secretaries and Treasurers if any or the manager
                              if any.

                                      -38-
<PAGE>

 Inspection of           (7)  Where any item of business consists of the
 documents                    according of approval to any document by the
 referred in the              meeting the time and place where the document can
 explanatory                  be inspected shall be specified in the statement
 statement                    aforesaid.

 Special Notice          (8)  The Directors shall duly comply with the
                              provisions of Section 190 of the said Act with
                              regard to resolutions in respect of which Special
                              Notice is required by the said Act.

 Business to be    99.   In the case of an Annual General Meeting all business
 transacted at           to be transacted at the meeting shall be deemed special
 meetings                with the exception of business relating to (i) the
                         consideration of the Accounts, Balance Sheet and the
                         Reports of the Board of Directors and Auditors, (ii)
                         the declaration of a dividend, (iii) the appointment of
                         Directors in the place of those retiring and (iv) the
                         appointment of and the fixing of the remuneration of
                         the Auditors. In the case of any other meeting all
                         business shall be deemed special.

 Circulation of    100.  Upon a requisition of members complying with Section
 members'                188 of the said Act, the Directors shall comply with
 resolutions             the obligations of the Company under the said Act
                         relating to circulation of members' resolutions and
                         statements.

 Certificate       101.  A certificate in writing, signed by the Secretary or by
 conclusive as           a Director or some officer appointed by the Directors
 to Meeting              for the purpose, to the effect that according to the
 having been             best of its belief the notices convening the meeting
 duly called             have been duly given shall be prima facie evidence
                         thereof.

                    XIII.  PROCEEDINGS AT GENERAL MEETINGS

 Business which    102.  No General Meeting, Annual or Extraordinary, shall be
 may not be              competent to enter upon, discuss or transact any
 transacted at           business a statement of which has not been specified in
 the meeting             the notice convening the meeting except as provided in
                         the said Act.

 Presence of       103.  No business shall be transacted at any General Meeting,
 Quorum                  unless the requisite quorum is present at the time when
                         the meeting proceeds to business. Five members
                         personally present and entitled to be present and to
                         vote shall be a quorum for a General Meeting for all
                         purposes save as otherwise expressly provided in the
                         said Act or in these

                                      -39-
<PAGE>

                         presents. When more than one of the joint-holders of a
                         share is present not more than one of them shall be
                         counted for ascertaining the quorum. Several executors
                         or administrators of a deceased person in whose sole
                         name shares stand shall for the purpose of this clause
                         be deemed jointholders thereof.

 If quorum not     104.  If, within half an hour from the time appointed for
 present, when           holding the meeting, a quorum of members is not
 meeting to be           present, the meeting it convened by or upon such
 dissolved and           requisition of members as aforesaid shall be dissolved,
 when to be              but in any other case (subject to the provisions of
 adjourned               Articles 179(4)(b)) it shall stand adjourned to the
                         same day in the next week at the same place and time or
                         to such other day and at such other time and place as
                         the Directors may determine.

 Adjourned         105.  If at such adjourned meeting a quorum of members is not
 meeting to              present within half an hour from the time appointed for
 transact                holding the meeting, the members present, whatever
 business even           their number, shall be a quorum and may transact the
 if no quorum            business and decide upon all matters which could
 present                 properly have been disposed of at the meeting from
                         which the adjournment took place, if a quorum had been
                         present thereat.

 General Meeting   106.  The Chairman of the Directors shall if present and
                         willing, be entitled to take the chair at every General
                         Meeting, whether Annual or Extraordinary, but if there
                         be no such Chairman or in case of his being present or
                         being unwilling or failing to take the chair within
                         fifteen minutes of the time appointed for holding such
                         meeting, the members present shall choose another
                         Director as Chairman and if all the Directors present
                         decline to take the chair or if there be no Director
                         present, then the members present shall choose one of
                         their own members to be Chairman of the meeting. If a
                         poll is demanded it shall be taken forthwith in
                         accordance with the provisions of Article 112. The
                         Chairman elected on a show of hands exercising all the
                         powers of the Chairman for the purpose of such poll. If
                         some other person is elected Chairman as a result of
                         such poll, he shall be the Chairman for the rest of the
                         meeting.

 When chair        107.  No business shall be transacted at any General Meeting,
 vacant business         except the election of Chairman, whilst the chair is
 confined to             vacant.
 election of
 Chairman

                                      -40-
<PAGE>

Chairman with       108.  The Chairman may with the consent of a majority of
consent of                the members personally present at any meeting,
members may               adjourn such meeting from time to time and from
adjourn meeting           place to place in the city, town or village where
                          the Registered Office of the Company be situate but no
                          business shall be transacted at any adjourned meeting
                          other than the business left unfinished at the meeting
                          from which the adjournment took place. A resolution
                          passed at an adjourned meeting of the Company shall be
                          treated as having been passed on the date on which it
                          was in fact passed and shall not be deemed to have
                          been passed on any earlier date.

Notice of           109.  Whenever any meeting is adjourned for thirty days or
adjournment               more notice of such adjourned meeting shall be given
                          as in the case of an original meeting. Save as
                          aforesaid it shall not be necessary to give any notice
                          of any adjourned meeting or of the business to be
                          transacted at an adjourned meeting.

Voting to be by     110.  No resolution submitted to a meeting, shall be
show of hands             discussed nor put to vote until the same has been
                          proposed by a member present and entitled to vote on
                          such resolution and seconded by another member present
                          by a member present and entitled to vote on at and
                          entitled so to vote.

Chairman's          111.  (1)  At any General Meeting, a resolution put to vote
declaration of                 of the meeting shall, unless a poll is demanded
result of voting               under Article 112, be decided on a show of hands.
by show of hands

Chairman's                (2)  A declaration by the Chairman in pursuance of
declaration of                 clause (1) hereof that on a show of hands a
result of voting               resolution has or has not been carried or has
by show of hands               or has not been carried either unanimously or
conclusive                     by particular majority and an entry to that
                               effect in the book containing the minutes of the
                               proceedings of the Company, shall be conclusive
                               evidence of the fact, without proof of the number
                               of proportion of the votes cast in favour of or
                               against such resolution.

Poll                112.  (1)  Before or on the declaration of the result of
                               the voting on any resolution on a show of hands a
                               poll may be ordered to be taken by the Chairman
                               of the meeting of his own motion and shall be
                               ordered to be taken by him on a demand made in
                               that behalf by:

                               (a)  at least five members having the right to
                                    vote on the resolution and present in person
                                    or by proxy; or

                                      -41-
<PAGE>

                         (b)   by any member or members present in person or by
                               proxy and having not less than one-tenth of the
                               total voting power in respect of the resolution;
                               or

                         (c)   by any member or members present in person or
                               proxy and holding shares in the Company
                               conferring a right to vote on the resolution
                               being shares on which an aggregate sum has been
                               paid-up which is not less than one-tenth of the
                               total sum paid-up on all the shares conferring
                               that right.

                    (2)  The demand for a poll may be withdrawn at any time by
                         the person or persons who made the demand.

Time of taking      (3)  If a poll is duly demanded, the same, if on the
poll                     election of Chairman of a meeting or on any question
                         of adjournment, shall be taken at the meeting without
                         adjournment and if on any other question, (not being a
                         question relating to the election of a Chairman which
                         is provided for in Section 175 of the Act) shall be
                         taken in such manner and at such time and place and
                         either at once or after an interval or adjournment not
                         being later than forty-eight hours from the time when
                         the demand was made, as the Chairman of the meeting who
                         subject to the provisions of the said Act shall have
                         power to regulate the manner in which a poll shall be
                         taken, shall direct.

Poll how to be      (4)  Every such poll may be taken either by open voting or
taken                    by ballot as the Chairman of the meeting at which the
                         poll was demanded may direct. The result of the poll
                         shall be deemed to be the decision of the meeting on
                         the resolution on which the poll was taken.

Appointment of      (5)  Two scrutineers shall be appointed by the Chairman to
scrutineers              scrutinise the votes  given on the poll and to report
                         to him. The Chairman shall have the power at any time
                         before the result of the poll is declared to remove a
                         scrutineer from office and to fill vacancies in the
                         office of scrutineer arising from such removal or from
                         any other cause. At least one scrutineer shall be a
                         member present at the meeting not being an officer or
                         employee of the Company, provided such a member is
                         available and willing to be appointed.

Manner of taking    (6)  Subject to the provisions of the Act, the Chairman of
poll and result          the meeting shall have power to regulate the manner in
thereof                  which a poll shall be taken.

                                      -42-
<PAGE>

                         (7)  The decision of the Chairman on any difference
                              between the scrutineers shall be conclusive.

Other business           (8)  The demand for a poll shall not prevent the
may proceed                   continuance of the meeting for the transaction of
notwithstanding               any business other than the question on which the
demand for poll               poll has been demanded.

Form of demand           (9)  A demand for a poll shall be made in the following
for Poll                      similar terms:

                              "We, the undersigned members of Wipro Limited
                              hereby demand a poll upon the resolution now
                              before this meeting. Dated this ________ day of
                              ________________."

Casting vote of     113. In case of an equality of votes the Chairman of any
the Chairman             meeting shall both on the show of hands and at a poll
                         (if any) held pursuant to a demand made at such
                         meeting, have a casting vote in addition to vote or
                         votes to which he may be entitled as a member.

Minutes of          114. (1)  (a)  The Company shall cause minutes of all
Proceedings of                     proceedings of General Meetings and of all
General Meetings                   proceedings at meetings of its Board of
of Board and                       Directors or of committees of the Board, to
other meeting                      be entered in books kept for the purpose.

                              (b)  The minutes of each meeting shall contain a
                                   fair and correct summary of the proceedings
                                   thereat.

                              (c)  All appointments of officers made at any time
                                   of the meetings aforesaid shall be included
                                   in the minutes of the meeting.

                              (d)  In case of a meeting of the Board of
                                   Directors or of a Committee of the Board, the
                                   minutes shall also contain:

                                   (i)  the names of the Directors present at
                                        the meeting; and

                                   (ii) in the case of each resolution passed at
                                        the meeting, the name of the Directors,
                                        if any, dissenting from or not
                                        concurring on the resolution.

                                      -43-
<PAGE>

                         (e)  Nothing contained in sub-clauses (a) to (b)
                              shall be deemed to require the inclusion of
                              the Chairman of the meeting:

                              (i)    is or could reasonably be regarded as
                                     defamatory of any person;

                              (ii)   is irrelevant to the interests of the
                                     Company;

                              (iii)  is detrimental to the interests of the
                                     Company.

                              Explanation: The Chairman shall exercise an
                              absolute discretion in regard to the inclusion or
                              non-inclusion of any matter in the minutes on the
                              grounds specified in this Article.

Minutes to be       (2)  Any such minute, if purporting to be signed by the
evidence                 Chairman of the meeting at which the proceedings took
                         place or by the Chairman of the next succeeding
                         meeting, shall be evidence of the proceedings.

Presumption to be   (3)  Where minutes of the proceedings of any General
drawn where              Meeting of the Company or of any meeting of its Board
minutes duly             Board of Directors or of a Committee of the Board have
drawn and signed         been made and signed in accordance with the provisions
                         of Sections 193 and 194 of the Act and clauses (1) and
                         (2) hereof, then until the contrary is proved, the
                         meeting shall be deemed to have been duly called and
                         held and all proceedings thereat to have duly taken
                         place and in particular all appointments of Directors
                         or Liquidators made at the meeting shall be deemed to
                         be valid.

Inspection of        115. (1)  The books containing the minutes of the
Minute Books of                proceedings of any General Meetings of the
General Meeting                Company shall

                          (a)  be kept at the registered office of the Company;
                               and

                          (b)  be open during business hours to the inspection
                               of any member without charge subject to such
                               reasonable restrictions as the Company may impose
                               so however that not less than two hours in each
                               day are allowed for inspection.

                                      -44-
<PAGE>

                    (2)  Any member shall be entitled to be furnished within
                         seven days after he has made request in that behalf to
                         the Company with a copy of any Minutes referred to in
                         sub-clause (1) on payment of 37 paise for every one
                         hundred words or fractional part thereof required to be
                         copied and that the Company shall comply with
                         provisions of Section 196 of the Act.

Publication of      116. No document purporting to be a report of the
reports of               proceedings of any General Meeting of the Company shall
proceedings of           be circulated or advertised at the expense of the
General Meeting          Company unless it includes the matters required by
                         Section 193 of the Act to be contained in the Minutes
                         of the proceedings of such meeting.

                             XIV. VOTES OF MEMBERS

Indebted members    117. No member shall be entitled to exercise any voting
not to vote              right on any question either personally or by proxy or
                         upon poll in respect of any shares registered in his
                         name on which any calls or other sums presently payable
                         by him have not been paid or in regard to which the
                         Company has or has exercised any right of lien.

Restrictions on     118. A member is not prohibited from exercising his voting
exercise of              right on the ground that he has held his share or other
voting rights in         interest in the Company for any specified period
other cases to           preceding the date on which the vote is taken, or on
be void                  any other ground not being a ground set out in Article
                         117.

Vote of person of   119.  A member of unsound mind or in respect of whom an
unsound mind              order has been made by any court having jurisdiction
                          in lunacy, may vote, whether on a show of hands or at
                          a poll by his committee or other legal guardian and
                          not otherwise, and any such committee or guardian may,
                          on a poll, vote by proxy.

Power of Court to   120.  (1)  If for any reason it is impracticable to call a
order meeting to               meeting of the Company other than an Annual
be called                      General Meeting in any manner in which meetings
                               of the Company may be called or to hold or
                               conduct the meeting of the Company in the manner
                               prescribed by the Act or the Articles the Court
                               may either of its own motion or on the
                               application of any Directors of the Company or of
                               any member of the Company who would be entitled
                               to vote at the meeting:

                                      -45-
<PAGE>

                              (a)  order a meeting of the Company to be called,
                                   held and conducted in such manner as the
                                   Court thinks fit, and

                              (b)  give such ancillary or consequential
                                   directions as the Court thinks expedient
                                   including directions modifying or
                                   supplementing in relation to the calling,
                                   holding and conducting of the meeting, the
                                   operation of the provisions of the Act and of
                                   the Company's Articles.

                              Explanation: The directions that may be given
                              under sub-section (1) of Section 186 of the Act
                              may include a direction that one member of the
                              Company present in person or proxy shall be deemed
                              to constitute a meeting.

                         (2)  Any meeting called, held and conducted in
                              accordance with any order shall for all purposes
                              be deemed to be a meeting of the Company duly
                              called, held and conducted.

Representation of   121.  A body corporate (whether a company within the meaning
corporations              of the said Act or not) may by resolution of its Board
                          of Directors or other governing body authorise such
                          persons as it thinks fit to act as its representative
                          at any meeting of the Company, or at any meeting of
                          any class of members of the Company. A person
                          authorised by resolution as aforesaid shall be
                          entitled to exercise the same rights and powers
                          (including the right to vote by proxy) on behalf of
                          the body corporate which he represents as that body
                          could exercise if it were a member, creditor or holder
                          of debentures of the Company.

Number of votes     122.  (a)  Subject and without prejudice to any special
to which member                privileges or restrictions or conditions for the
is entitled                    time being attached to or affecting the
                               preference or other special classes of shares, if
                               any, issued by and for the time being forming
                               part of the capital of the Company every member,
                               entitled to vote under the provisions of these
                               presents and not disqualified by the provisions
                               of Articles 117 and 119 or by any other Article
                               shall on a show of hands have one vote and upon a
                               poll every member, present in person or proxy or
                               agent duly authorised by a power-of-attorney or
                               representative duly authorised and not
                               disqualified as aforesaid, shall have voting
                               rights in proportion to his share of the paid-up
                               equity capital of the Company subject however to
                               any limits imposed by law. But no member shall
                               have voting right in respect of any moneys paid
                               in advance as provided by Article 42.

                                      -46-
<PAGE>

No voting by              (b)  No member not personally present shall be
proxy on show of               entitled to vote on a show of hands unless such
hands                          member is a body corporate present by proxy or by
                               a representative duly authorised under Section
                               187 of the Act in which case such proxy or
                               representative may vote on a show of hands as if
                               he were a member of the Company.


Right to use        123.  On a poll taken at a meeting of the Company a member
votes differently         entitled to more than one vote, or his proxy or other
                          person entitled to vote for him, as the case may be,
                          need not, if he votes, use all his votes or cast in
                          the same way all the votes he uses. A member or his
                          proxy who votes shall be deemed to have used all his
                          votes unless he expressly gives written notice to the
                          contrary at the time he casts any votes.

Joint-holders'      124.  Where there are joint registered holders of any share
voting                   any one of such persons may vote at any meeting in
                          respect of such share as if he were solely entitled
                          thereto and if more than one of such jointholders be
                          present at any meeting that one of the said persons so
                          present whose name stands first on the register in
                          respect of such shares shall alone be entitled to vote
                          in respect thereof. Where there are several executors
                          or administrators of a deceased member in whose sole
                          name any shares stand, and one of such executors or
                          administrators may vote in respect of such shares
                          unless any other of such executors or administrators
                          is present at the meeting at which such a vote is
                          tendered and objects to the votes.

Votes of a person   125  (1)  Any person entitled under the transmission clause
entitled to a                 (Article 64) to transfer any shares shall not be
share on                      entitled to be present, or to vote at any meeting
transmission                  either personally or by proxy, in respect of such
                              shares, unless forty-eight hours at least before
                              the time for holding the meeting or adjourned
                              meeting, as the case may be, at which he proposes
                              to be present and to vote he shall have satisfied
                              the Directors of his right to transfer such shares
                              (as to which the opinion of the Directors shall be
                              final), or unless the Directors shall have
                              previously admitted his right to vote in respect
                              thereof.

                         (2)  In every notice calling a meeting of the Company
                              there shall appear with reasonable prominence a
                              statement that a member entitled to attend and
                              vote is entitled to appoint one or more proxies to
                              attend and vote instead of himself and that a
                              proxy need not be a member.

                                      -47-
<PAGE>

Proxies             126. Any member entitled to attend and vote at a meeting of
                         the Company shall be entitled to appoint another person
                         (whether a member or not) as his proxy to attend and
                         vote instead of himself but a proxy so appointed shall
                         not have any right to speak at the meeting provided
                         that unless where the proxy is appointed by a body
                         corporate a proxy shall not be entitled to vote except
                         on a poll.

Instrument of       127. The instrument appointing a proxy shall be in writing
proxy to be in           and shall be signed by the appointer or his attorney
writing                  duly authorised in writing. If the appointer is a body
                         corporate such instrument shall be under its seal or be
Proxy may demand         signed by an officer or an attorney duly authorised by
poll                     it, or by the persons authorised to act as the
                         representative of such company under Article 121. Any
                         instrument appointing a proxy to vote at a meeting
                         shall be deemed to include the power to demand or join
                         in the demand for a poll on behalf of the appointer.

Instrument of       128.  No instrument of proxy shall be treated as valid and
proxy to be               no person shall be allowed to vote or act as proxy at
deposited at the          any meeting under an instrument of proxy, unless such
Registered Office         instrument of proxy and power-of-attorney or other
                          authority (if any) under which it is signed or a
                          notarially certified copy of that power or authority
                          shall have been deposited at the Registered Office of
                          the Company at least forty-eight hours before the time
                          appointed for holding the meeting or adjourned meeting
                          at which the persons named in such instrument proposes
                          to vote. An instrument appointing a proxy or an
                          attorney permanently or for a certain period once
                          registered with the Company need not be again
                          registered before each successive meeting and shall be
                          in force until the same shall be revoked.

                          Notwithstanding that a power-of-attorney or other
                          authority has been registered in the records of the
                          Company, the Company may by notice in writing
                          addressed to the member or to attorney at least seven
                          days before the date of a meeting require him to
                          produce the original power-of-attorney or authority
                          and unless the same is thereupon deposited with the
                          Company the attorney shall not be entitled to vote at
                          such meeting unless the Directors in their absolute
                          discretion excuse such non-production and deposit.

                                      -48-
<PAGE>

Custody of the      129.  If any such instrument of appointment be confined to
instrument of             the objects of appointing an attorney or proxy or
appointment               substitute, it shall remain, permanent or for such
                          time as the Directors may determine in the custody of
                          the Company and if embracing other objects, a copy
                          thereof, examined with the original shall be delivered
                          to the Company to remain in the custody of Company.

Form of Proxy       130.  The instrument appointing a proxy whether for a
                          specified meeting or otherwise may be in either of the
                          forms set out in Schedule IX to the said Act or the
                          following form or as near thereto as circumstances
                          admit:

                                            FORM OF PROXY
                                            WIPRO LIMITED

                          I/We __________________of _____________________ in the
                          district of __________________ being a member(s) of
                          the above named company do hereby appoint
                          ____________________ of _____________ in the district
                          of _________________ or failing him ________________
                          of _________________ in the district of
                          __________________ as my/our proxy to vote for me/us
                          and on behalf of me/us at the Annual General
                          Meeting/General Meeting (not being an Annual General
                          Meeting) of the Company to be held on the __________
                          day of ________ and at an adjournment thereof.

                          As witness my hand this ________ day of _________
                          Signed by the said _____________ in the presence of:

Vote of proxy       131.  A vote given in pursuance of an instrument of proxy
how far valid             shall be valid, notwithstanding the previous death of
                          the principal or the revocation of the proxy or any
                          power-of-attorney under which such proxy was signed or
                          the transfer of the shares in respect of which the
                          vote is given provided no intimation in writing of the
                          death, revocation or transfer shall have been received
                          at the Registered Office of the Company before the
                          vote is given.

                                      -49-
<PAGE>

Time for            132.  No objection shall be made to the validity of any vote
objection to vote         except at the meeting or adjourned meeting or poll at
                          which such vote shall be tendered and every vote
                          whether given personally or by proxy, and not
                          disallowed at such meeting or poll, shall be deemed
                          valid for all purposes of such meeting or poll
                          whatsoever.

Chairman sole       133.  The Chairman of any meeting shall be the sole judge of
judge of the              the validity of every vote tendered at such meeting
validity of a vote        and the Chairman present at the taking of a
                          poll shall be the sole judge of the validity of every
                          vote tendered at such poll.

                         XV.  INTEREST OUT OF CAPITAL

Payment of          134.  Where any shares are issued for the purpose of raising
interest out of           money to defray the expenses of the construction of
capital                   any works or buildings or the provisions of any plant
                          which cannot be made profitable for a lengthened
                          period the Company may pay interest on so much of that
                          Share Capital as is for the time being paid up for
                          period and subject to the conditions and restrictions
                          provided by Section 208 of the said Act and may charge
                          the same to capital as part of the cost of
                          construction of the work or building or the provisions
                          of the plant.

                       XVI. DIVIDENDS AND CAPITALISATION

The Company in      135.  The Company in General Meeting may declare a dividend
General Meeting           to be paid to the members according to their
may declare a             respective rights and interests in the profits, and
dividend                  may fix the time for the payment thereof.

Equal rights of     136.  Any share holder whose name is entered in the Register
shareholders              of Members of the Company shall enjoy the rights and
                          be subject to the same liabilities as all other
                          shareholders of the same class.

Power of            137.  No larger dividend shall be declared than is
Directors to              recommended by the Directors, but the Company in
limit dividend            General Meeting may declare a smaller dividend.


                                      -50-
<PAGE>

Dividends in        138.  Unless the Company otherwise resolves, dividends shall
proportion to             be paid in proportion to the amount paid up or
the amount paid           credited as paid up on each share, where a larger
up.                       amount is paid up or credited as paid up on some share
                          than on others. Provided always that any capital paid
                          up on a share during the period in respect of which a
                          dividend is declared shall unless otherwise resolved
                          be only entitled the holder of such share to a
                          proportionate amount of such dividend from the date of
                          payment.

Capital advanced          Capital paid-up in advance of calls shall not confer a
on interest not           right to dividend or to participate in profits
to earn dividends

Dividends out of    139.  No dividends shall be payable except out of profits of
profits only and          the Company of the year or any other undistributed
not to carry              profits and no dividend shall carry interest against
interest what to          the Company.  The declaration of the Directors as to
be deemed profits         the amount of the net profits Company shall be
                          conclusive.

Ad-interim          140.  The Directors may, from time to time, declare and pay
dividend                  to the members such interim dividend as in their
                          judgement the position of the Company justifies.

No member to        141.  No member shall be entitled to receive payment of any
receive dividend          dividend in respect of any share or shares on which
while indebted            the Company has a lien, or whilst any amount due or
to the Company            owing from time to time to the Company, either alone
                          or jointly with any other person or persons, in
                          respect of such share or shares, or on any other
                          account whatsoever, remains unpaid, and the Directors
                          may retain, apply and adjust such dividend in or
                          towards satisfaction of all debts, liabilities, or
                          engagements in respect of which the lien exists, and
                          of all such money due as aforesaid.

Retention of        142.  The Directors may retain the dividends payable upon
dividends until           shares in respect of which any person is under the
completion of             transmission clause entitled to become a member, or
transfer under            which any person under the same clause is entitled to
the transmission          transfer, until such person shall become a member
clause                    in respect thereof or shall duly transfer the same.

                                      -51-
<PAGE>

Transfer must be    143.  (a)  A transfer of shares shall not pass the right to
registered to                  any dividend declared thereon before the
pass right to                  registration of the transfer.
dividend

Dividend to be            (b)  No dividend shall be paid by the Company in
paid to                        respect of any share except to the registered
registered holder              holder of such share or to his order or to his
                               bankers and in case a share warrant has been
                               issued in respect of the share to the bearer of
                               share warrant or to his bankers.

Dividend when       144.  All dividend shall be paid or the cheque or warrant
and how to be             in respect thereof shall be posted within forty-two
paid                      days of the date on which such dividend is declared by
                          the Company. Unless otherwise resolved by the
                          Directors dividends shall ordinarily be paid by cheque
                          or warrant sent through the post to the registered
                          address of the member or person entitled, or in case
                          of joint-holders to the registered address of that one
                          of them first named in the register in respect of the
                          joint holding. Every such cheque or warrant shall be
                          made payable to the order of the person to whom it is
                          sent. The Company shall not be liable or responsible
                          for any cheque or warrant lost in transmission or for
                          any dividend lost to the member or person entitled
                          thereto by forged endorsements on any cheque or
                          warrant, or the fraudulent or improper recovery
                          thereof by any other means.

Notice of           145.  Notice of the declaration of any dividend whether
dividends                 interim or otherwise, shall be given to the members
                          in the manner hereinafter provided for giving of
                          notice to member.

Production of       146.  The Directors may, it they think fit, call upon the
share                     members, when applying for dividends, to produce
certificate when          their share certificates to such person or persons
applying for              appointed by them in that behalf.
dividends

Any one of          147.  Any one of several persons who are registered as
Joint-holders of          joint-holders of any share may give effectual receipts
share may                 for all dividends and payments on account of dividends
receive dividends         in respect of such share.

                                      -52-
<PAGE>

Unclaimed           148.  All dividends unclaimed for one year after having
dividend when to          been declared may be invested or otherwise made use
be used by the            of by the Directors for the benefit of the Company
Company                   until claimed, and all dividends unclaimed till the
                          claim thereto becomes barred by law may be forfeited
                          by the Directors for benefit of the Company. The
                          Directors may remit the forfeiture whenever they may
                          think proper.

Dividend payable   149.   No dividend shall be payable except in cash.
in cash

                          Provided that nothing herein shall be deemed to
                          prohibit the capitalisation of profits or reserves of
                          the Company for the purpose of issuing fully paid-up
                          bonus shares or paying up any amount for the time
                          being unpaid on any shares held by the members of the
                          Company.

Dividend and call   150.  Any General Meeting declaring a dividend may make a
together Set off          Call on the Members of such amount as the meeting
allowed                   fixes and so that the Call be made payable at the
                          same time as the dividend, and the dividend may, if
                          so resolved by the Company in General Meeting be set
                          off against the Calls.

Making of call      151.  The making of a Call (under Article 150) shall be
special Business          deemed special business of any General Meeting which
                          declares a dividend.

Capitalisation      152.  A General Meeting may on the recommendation of the
                          Board, direct capitalisation of the whole or any part
                          of the undivided profits for the time being of the
                          Company or the whole or any part of the Reserve Fund
                          or other funds of the Company including the moneys in
                          the Share Premium Account and the Capital Redemption
                          Reserve Fund or the premises received on the issue of
                          any shares, debentures or debenture-stock of the
                          Company and that such sum be accordingly set free for
                          the purpose, (1) by the issue and distribution, among
                          the holders of the shares of the Company or any of
                          them, in accordance with their respective rights and
                          interests and in proportion to the amounts paid or
                          credited as paid up thereon, of paid-up shares,
                          debentures, debenture-stock bonds or other obligations
                          of the Company, or (2) by crediting any shares of the
                          Company which may have been issued and are not fully
                          paid up, in proportion to the amounts paid or credited
                          as paid up thereon respectively, with the whole or any
                          part of the same. The Directors shall give effect to
                          such resolution and apply such portion of the profits
                          or Reserve Fund or premiums as may be required for the
                          purpose of making payment in full at par for the
                          shares, debentures, debenture-stock, bonds, or other
                          obligations of the Company so

                                      -53-
<PAGE>

                          distributed or (as the case may be) for the purpose of
                          paying, in whole or in part the amount remaining
                          unpaid on the ordinary shares which may have been
                          issued and are not fully paid up, provided that no
                          such distribution or payment shall be made unless
                          recommended by the Board. Provided, however, that the
                          moneys in the Share Premium Account and the Capital
                          Reserve Fund or the premiums received on the issue of
                          any shares, debentures or debenture-stock of the
                          Company shall only be applied in the paying up of
                          unissued shares to be issued to members of the Company
                          as fully paid bonus shares. For the purposes aforesaid
                          the Board shall make all appropriations and
                          applications of the moneys resolved to be capitalised
                          as aforesaid and allotments and issues of fully paid
                          shares or debentures, if any. Where any difficulty
                          arises in respect of such distribution or payment, the
                          Board may settle the same as they think expedient, and
                          in particular they may issue fractional certificates
                          and generally may make such arrangements for the
                          acceptance, allotment and sale of such shares,
                          debentures, debenture-stock, bonds or other
                          obligations and fractional certificates or otherwise
                          as they may think fit, and they may make cash payment
                          to any holders of shares on the footing of the value
                          so fixed in order to adjust rights may vest any
                          shares, debentures, debenture-stock, bonds, or other
                          obligations in trustees upon such trust for adjusting
                          such rights as may seem expedient to the Board. In
                          cases where some of the shares of the Company are
                          fully paid and other are partly paid only such
                          capitalisation may be effected by the distribution of
                          further shares in respect of the other fully paid
                          shares, and by crediting the partly paid shares with
                          the whole or part of the unpaid liability thereon, but
                          so that as between the holders of the fully paid
                          shares, and the partly paid shares the sums so applied
                          in the payment of such further shares and in the
                          extinguishment or diminution of the liability of the
                          partly paid shares shall be so applied pro rata in
                          proportion to the amounts then already paid or
                          credited as paid on the existing fully paid or and
                          partly paid shares respectively. When deemed
                          requisite, a proper contract shall be filed in
                          accordance with Section 75 of the said Act, and the
                          Board may appoint any person to sign such contract on
                          behalf of the holders of the shares of the company
                          which shall have been issued prior to such
                          capitalisation and such appointment shall be
                          effective.

                          For the purposes above set out the Company may apply
                          the Share Premium Account subject to the provisions of
                          Section 78(2) of the said Act and the Capital
                          Redemption Reserve Fund subject to the provisions of
                          Section 80(5) of the said Act.

                                      -54-
<PAGE>

                                XVII.  ACCOUNTS

Accounts            153.  (1)  The Directors shall keep or cause to be kept at
                               the Registered Office of the Company or at such
                               place in India as the Board thinks fit proper
                               books of accounts in respect of:

                               (a)  all sums of money received and expended by
                                    the Company, and the matters in respect of
                                    which the receipt and expenditure take
                                    place;

                               (b)  all sales and purchase of goods by the
                                    Company; and

                               (c)  the assets and liabilities of the Company.

                          (2)  Proper books of account shall also be kept at
                               each branch office of the Company, whether in or
                               outside India, relating to the transactions of
                               that office and proper summarised returns made up
                               to dates at intervals of not more than three
                               months shall be sent by each branch office to the
                               Company at its Registered Office of the Company
                               or the other place referred to in clause (1)
                               hereof.

                          (3)  The books of account referred to in clause (1)
                               and (2) shall be such books as are necessary to
                               give a true and fair view of the state of affairs
                               of the Company or such branch office and to
                               explain its transaction.

                          (4)  The books of accounts and other Books and Papers
                               shall be open to inspection by any Directors
                               during business hours.

                          (5)  The Directors shall comply in all respects with
                               Sections 209 to 220 of the said Act and any
                               statutory modifications thereof.

Inspection to       154.  The Directors shall, from time to time, determine
members when              whether and to what extent, and at what times and
allowed                   places, and under what conditions or regulations, the
                          accounts and books of the Company, or any of them,
                          shall be open to the inspection of the members not
                          being Directors; and no member (not being a Director)
                          shall have any right of inspection of any account or
                          book or document of the Company except as conferred by
                          law or authorised by the Directors, or by a resolution
                          of the Company in General Meeting.

                                      -55-
<PAGE>

Balance Sheet and   155.  Subject to Section 210 of the Act at every Annual
Profit and Loss           General Meeting of the Company the Directors shall lay
Account to be             before the Company a Balance Sheet and Profit and Loss
laid before the           Account for the period since the preceding account
members                   made up to date not earlier than the date of the
                          meeting by more than six months unless an extension of
                          time has been granted by the Registrar under Section
                          166(1)(c) of the said Act. Such Balance Sheet and
                          Profit and Loss Account may be for a period of one
                          year or less or more than one year, but such period
                          shall not exceed fifteen months unless special
                          permission is granted by the Registrar under Section
                          210(4) of the said Act.

Contents of         156.  The Balance Sheet shall give a true and fair view of
Balance Sheet             the state of affairs of the Company at the end of the
and Profit and            period of the account.
Loss Account
                          The Profit and Loss Account shall give a true and fair
                          view of the profit and loss of the Company for the
                          period of account.

                          The Balance Sheet and Profit and Loss Account shall
                          comply with the provisions 211 and 212 of the said
                          Act.

Balance Sheet and   157.  The Balance Sheet and Profit and Loss Account shall be
Accounts and              signed in accordance with the provisions of Section
Report how to be          215 of the said Act.
signed
                          The Profit and Loss Account shall be annexed to the
                          Balance Sheet and Auditors' Report shall be attached
                          thereto.

                          The Directors shall make out and attach to every
                          Balance Sheet laid before the Company in General
                          Meeting a Report of the Board of Directors which shall
                          comply with the requirements of and shall be signed in
                          the manner provided by Section 217 of the said Act.

Right of Members    158.  (1)  A copy of every Balance Sheet (including the
to copies of                   Profit and Loss Account, the Auditors' Report and
Balance Sheet and              every other document required by law to be
Auditors' Report               annexed or attached, as the case may be, to the
                               Balance Sheet) which is to be laid before the
                               Company in General Meeting shall not less than
                               twenty one days before the date of meeting be
                               sent to every member of the Company and to other
                               persons entitled thereto under the provisions of
                               Section 219 of the said Act.

                                      -56-
<PAGE>

                               If the copies of the documents aforesaid are sent
                               less than twenty one days before the date of the
                               meeting they shall, notwithstanding that fact, be
                               deemed to have been duly sent if it is so agreed
                               by all the members entitled to vote at the
                               meeting.

                          (2)  Any member or holder of debentures of the Company
                               whether he is or is not entitled to have copies
                               of the Company's Balance Sheet sent to him, shall
                               on demand, be entitled to be furnished without
                               charge, and any person from whom the Company has
                               accepted a sum of money by way of deposit shall
                               on demand accompanied by the payment of a fee of
                               one rupee, be entitled to be furnished with a
                               copy of the last Balance Sheet of the Company and
                               every documents required by law to be annexed or
                               attached, thereto, including the Profit and Loss
                               Account and the Auditor's report.

Copies of Balance   159.  (1)  After the Balance Sheet and Profit and Loss
Sheet etc. to be               Account have been laid before the Company at the
filed                          Annual General Meeting the Company shall file
                               with the Registrar at the same time as the copy
                               of the Annual Return referred to in Section 161
                               of the said Act, three copies of the Balance
                               Sheet and Profit and Loss Account signed in the
                               manner provided in Section 220 of the said Act
                               together with three copies of all documents which
                               are required by the said Act to be annexed or
                               attached to such Balance Sheet or Profit and Loss
                               Account.

                          (2)  If the Annual General Meeting before which a
                               Balance Sheet is laid as aforesaid does not adopt
                               the Balance Sheet, statement of that fact and of
                               the reasons therefor shall be annexed to the
                               Balance Sheet and to the copies thereof required
                               to be filed with the Registrar.

When accounts to    160.  Every account when audited and approved by a General
be deemed                 Meeting shall be conclusive, except as regards any
finally settled           error discovered therein within three months next
                          after the approval thereof. Whenever any error is
                          discovered within the period, the account shall
                          forthwith be corrected and thenceforth shall be
                          conclusive.

                                 XVIII.  AUDIT

Accounts when to    161.  (a)  The correctness of the Profit and Loss Account
be audited                     and Balance Sheet shall be ascertained by one or
                               more Auditor or Auditors.

                                      -57-
<PAGE>

Audit of Branch           (b)  Where the Company has a branch office, the
office Accounts                Account of that office shall, unless the Company
                               in General Meeting decides, otherwise, be audited
                               by a person qualified for appointment as Auditor
                               of the Company under Section 226 of the said Act,
                               or where the branch office is situated in a
                               country outside India either by a person
                               qualified as aforesaid or by an accountant duly
                               qualified to act as an Auditor of the accounts of
                               the branch office in accordance with the laws of
                               that country.

Appointment of      162.  (1)  The Company shall at each Annual General Meeting
Auditor                        appoint an Auditor or Auditors to hold office
                               from the conclusion of that meeting until the
                               conclusion of the next Annual General Meeting.

                          (2)  At any Annual General Meeting, a retiring
                               Auditor, by whatsoever authority appointed, shall
                               be re-appointed, unless:

                               (a)  he is not qualified for re-appointment;

                               (b)  he has given the Company notice in writing
                                    of his unwillingness to be re-appointed;

                               (c)  a resolution has been passed at that meeting
                                    appointing somebody instead of him or
                                    providing expressly that he shall not be re-
                                    appointed; or

                               (d)  where notice has been given of an intended
                                    resolution to appoint some person or persons
                                    in the place of a retiring Auditor and by
                                    reason of the death, incapacity of
                                    disqualification of that person or of all
                                    these persons, as the case may be, the
                                    resolution cannot be proceeded with.

                          (3)  Where at any Annual General Meeting no Auditors
                               are appointed or re-appointed, the Central
                               Government may appoint a person to fill the
                               vacancy. The Company shall within seven days of
                               the Central Government's power under this clause
                               becoming exercisable, give notice of that fact to
                               the Central Government.

                          (4)  (a)  The Board may fill any casual vacancy in the
                                    office of an Auditor; but while any such
                                    vacancy continues, the remaining Auditor or
                                    Auditors, if any, may act;

                                      -58-
<PAGE>

                                    Provided that where such vacancy is caused
                                    by the resignation of an Auditor, the
                                    vacancy shall only be filled by the Company
                                    in General Meeting.

                               (b)  Any auditor appointed in a Casual vacancy
                                    shall hold office until the conclusion of
                                    the next Annual General Meeting.

                          (5)  Any Auditor may be removed from Office before the
                               expiry of his term only by the Company in General
                               Meeting after obtaining the previous approval of
                               the Central Government in that behalf.

Auditors                  (6)  The Remuneration of the Auditors of the Company:
remuneration
                               (a)  in the case of an Auditor appointed by the
                                    Board or the Central Government, may be
                                    fixed by the Board or the Central
                                    Government, as the case may be; and

                               (b)  subject to sub-clause (a) shall be fixed by
                                    the Company in General Meeting or in such
                                    manner as the Company in General Meeting may
                                    determine.

                                    For the purpose of this sub-clause any sums
                                    paid by the Company in respect of the
                                    Auditors expenses shall be deemed to be
                                    included in the expression "remuneration".

Special Notice      163.  (1)  Special Notice as provided by Section 190 of the
regarding                      said Act shall be required for a resolution at an
Auditors                       Annual General Meeting appointing as Auditor a
                               person other than a retiring auditor, or
                               providing expressly that a retiring Auditor shall
                               not be re-appointed.

                          (2)  On Receipt of notice of such resolution the
                               Company shall duly comply with the provisions of
                               Section 225 of the said Act.

Qualifications      164.  (1)  An Auditor must hold the necessary qualifications
and                            and be qualified for appointment as provided in
disqualificatios               Section 226 of the said Act.
of Auditors

                                      -59-
<PAGE>

                          (2)  If an Auditor becomes subject, after his
                               appointment, to any of the disqualifications
                               specified in sub-sections (3) and (4) of the said
                               section, he shall be deemed to have vacated his
                               office as such.

Powers and rights   165.  (1)  Every Auditor of the Company shall have a right
of auditors                    of access at all times to the books and accounts
                               and vouchers of the Company, whether kept at the
                               head office of the Company or elsewhere, and
                               shall be entitled to require from the officers of
                               the Company such information and explanation as
                               the Auditor may think necessary for the
                               performance of his duties as Auditor.

                          (2)  Where the accounts of any branch office are not
                               audited, the Company's Auditor shall be entitled
                               to visit the branch office, if he deems it
                               necessary to do so for the performance of his
                               duties as Auditor, and shall have a right of
                               access at all times to the books and accounts and
                               vouchers of the Company maintained at the branch
                               office.

Right of Auditor          (3)  All notice of and other communications relating
to attend                      to any General Meeting of the Company which any
General Meeting                member of the company is entitled to have sent to
                               him shall also be forwarded to the Auditor of the
                               Company and the Auditor shall be entitled to have
                               notice of and attend any General Meeting and to
                               be heard at any General Meeting which he attends
                               on any part of the business which concerns him as
                               Auditor.

Duties of Auditors  166.  (1)  The Auditor shall make a Report to the members of
                               the Company on the Accounts examined by him, and
                               on every Balance Sheet and Profit and Loss
                               Account and on every other document declared by
                               the said Act to be part of or annexed to the
                               Balance Sheet or Profit and Loss Account, which
                               are laid before the Company in General Meeting
                               during his tenure of office. Such Report shall
                               comply with the provisions of Section 227(2) of
                               the said Act.

                          (2)  Such Report and other documents of the Company
                               required by law to be signed or authenticated by
                               the Auditors, shall be signed or authenticated in
                               the manner provided by Section 229 of the said
                               Act.

                                      -60-
<PAGE>

Reading and         167.  The Auditors' Report shall be read before the Company
Inspection of             in General Meeting and shall be open to inspection by
Auditors' Report          any member of the Company.

             XIX. DIRECTORS, THEIR QUALIFICATION AND REMUNERATION

Number of           168.  The number of Directors shall not be less than four
Mortgage                  and not more than twelve Directors or such higher
Directors                 number of Directors as may be permitted under the
                          Companies Act, 1956 as amended or replaced from time
                          to time.

Directors           169.  At the time of adoption of these Articles the
                          Directors shall be:

                          1. Shri. MAHOMED HUSSEIN HASHAM PREMJI
                          2. Shri. RATILAL MULJI GANDHI
                          3. Shri. RATANSEY KARSONDAS VISSANJI
                          4  Shri. MOHAMED HUSSIAN R. CHINOY
                          5. Shri. HAMIR KARSONDAS VISSANJI
                          6. Shri. PRATAP BHOGILAL
                          7. Shri. SHANTILAL L. THAR
                          8. Shri. SHIAVAX R. VAKIL

Directors of        170.  If and when the Company shall issue debentures the
Mortgage                  holders of such debentures, or if and when the Company
Debentures                shall create a mortgage of any property, the mortgagee
                          or mortgagees to whom such property shall be
                          mortgaged, may have the right to appoint and nominate
                          and from time to time remove and re-appoint a Director
                          or Directors, in accordance with the provisions of the
                          Trust Deed securing the said debentures, or the deed
                          creating such mortgages, as the case may be. A
                          Director so appointed under this Article, is herein
                          referred to as "The Debenture Director" and the term
                          "Debenture Director" means a Director for the time
                          being in office under the Article, and he shall have
                          all the rights and privileges of an ordinary Director
                          of the Company, except in so far as is otherwise
                          provided for herein or by the Trust Deed securing the
                          Debentures or the deed creating the mortgage, as the
                          case may be.

Special Director    171.  Any deed for securing loans by the Company from
                          financial corporations may be so arranged to provide
                          for the appointment from time to time by the lending
                          financial corporation of some person or persons to be
                          a director or directors of the Company and may empower
                          such lending financial corporation from time to time
                          to remove and

                                      -61-
<PAGE>

                          re-appoint any Director so appointed. A Director
                          appointed under this Article is herein referred as
                          "Special Director" and the term "Special Director"
                          means any director for time being in office under this
                          Article. The Special Director shall not be bound to
                          hold any qualification shares and shall not be liable
                          to retire by rotation or be removed by the Company.
                          The deed aforesaid may contain ancillary provisions as
                          may be arranged between the Company and the lending
                          corporation and all such provisions shall have effect
                          notwithstanding any of the other provisions herein
                          contained.

                          The provisions of this Article shall be subject to the
                          provision of Section 255 of the Act.

Qualification of    172.  No Director of the Company be required to hold any
a Director                qualification shares.

Register of         173.  The Directors shall arrange to maintain at the
Directors etc.            Registered office of the Company a Register of
and of Directors          Directors, Managing Agents, if any, Secretary and
Shareholdings             Treasurers if any, etc., containing the particulars
                          and in the from prescribed by Section 303 of the said
                          Act and a Register of Director's shareholding as
                          required by Section 307 of the said Act. It shall be
                          the duty of every Director and other persons regarding
                          whom particulars have to be maintained in such
                          Registers to disclose to the Company any matters
                          relating to himself as may be necessary to comply with
                          the provisions of the said sections.

Directors' fee      174.  The remuneration of every Directors, Inclusive of the
for attending             Alternate Director if any, Special Director, if any,
Meeting                   and the Debenture Director, if any, shall be such
                          amount as may be fixed by the Directors, not exceeding
                          Rupees Five Hundred for every meeting of the Board or
                          of a Committee or such other amount as may be
                          prescribed by Central Government.

                    175.  Subject to the provisions of Section 309 and 310 of
                          the said Act:

Additional                (a)  Any one or more of the Directors shall be paid
Remuneration for               such additional remuneration as may be fixed by
Services                       the Directors for services rendered by him or
                               them and any one or more of the Directors shall
                               be paid further remuneration if any as the
                               Company in General Meeting or the Board of
                               Directors shall from time to time determine. Such
                               remuneration and/or additional remuneration may
                               be paid by way of salary or commission on net
                               profits or turnover or by participation in
                               profits or by way of perquisites or in any other
                               manner or by any or all of those modes.

                                      -62-
<PAGE>

Additional                (b)  If any director, being willing shall be called
Remuneration for               upon to perform extra services, or to make any
extra Services                 special exertion in going or residing out of
                               Bombay or otherwise for any of the purposes of
                               the Company, the Company in General Meeting or
                               the Board of Directors shall, subject as
                               aforesaid, remunerate such Director or where
                               there is more than one such Director all or such
                               of them together either by a fixed sum or by a
                               percentage of profits or in any other manner as
                               may be determined by the Directors and such
                               remuneration may be either in addition to or in
                               substitution for the remuneration above provided.

Remuneration of     176.  The Directors may from time to time fix the
Committee                 remuneration to be paid to any member or members of
                          their body constituting a committee appointed by the
                          Directors in terms of these articles not exceeding Rs.
                          250 per meeting attended by him in addition to
                          allowance under Article 174 and may pay the same.
                          176A. The Board of Directors may allow and pay to any
                          Director fair compensation for his travelling and
                          other expenses incurred in connection with the
                          business of the Company including attendance at
                          meeting of the Board or Committee thereof.

                    176A. The Board of Directors may allow and pay to any
                          Director fair compensation for his travelling and
                          other expenses incurred in connection with the
                          business of the Company including attendance at
                          meeting of the Board of Committee thereof.

                   XX.  APPOINTMENT AND ROTATION OF DIRECTORS

Appointment of      177.  A person shall not be capable of being appointed
Directors                 Director of the Company, if:

                          (a)  he has been found to be unsound mind by court of
                               competent jurisdiction and the finding is in
                               force;

                          (b)  he is an undischarged insolvent;

                          (c)  he has applied to be adjudicated as an insolvent
                               and his application is pending;

                          (d)  he has been convicted by a Court in India of any
                               offence involving moral turpitude and sentenced
                               in respect thereof to imprisonment for not less
                               than 6 months, and a period of five years has not
                               elapsed from the date of expiry of the sentence;
                               unless such disqualification is removed by the
                               Central Government;

                          (e)  he has not paid any call in respect of shares of
                               the Company

                                      -63-
<PAGE>

                               held by him, whether alone or jointly with others
                               and six months have elapsed from the last day
                               fixed for the payment for the call; unless such
                               disqualification is removed by the Central
                               Government; or

                          (f)  an order disqualifying him for appointment as
                               Director has been passed by a Court in pursuance
                               of Section 203 of the said Act and is in force,
                               unless the leave of the Court has been obtained
                               for his appointment in pursuance of that section.

Appointment of      178.  (1)  No less than two-thirds of the total number of
Directors and                  Directors of the Company shall:
proportion to
retire by rotation
                               (a)  be persons whose period of office is liable
                                    to determination by retirement of Directors
                                    by rotation; and

                               (b)  save as otherwise expressly provided in the
                                    said Act, be appointed by the Company in
                                    General Meeting.

                          (2)  The remaining Directors of the Company shall also
                               be appointed by the Company in General Meeting
                               except to the extent that the Articles otherwise
                               provide or permit.

Provision           179.  (1)  Subject to the provisions of Section 256 of the
regarding                      Act at every Annual General Meeting, one-third of
Directors                      such of the Directors for the time being as are
retiring by                    liable to retire by rotation, or if their number
rotation                       is not three or a multiple of three, then the
                               number nearest to one-third, shall retire from
                               office.

                          (2)  The Directors to retire by rotation at every
                               Annual General Meeting shall be those who have
                               been longest In office since their last
                               appointment, but as between persons who become
                               Directors on the same day, those who are to
                               retire shall, in default of and subject to any
                               agreement among themselves, be determined by lot.

                          (3)  A retiring Director shall be eligible for re-
                               election.

                          (4)  (a)  At the Annual General Meeting at which a
                                    Director retires as aforesaid, the Company
                                    may fill up the vacancy by appointing the
                                    retiring Director or some other person
                                    thereto.

                                      -64-
<PAGE>

                               (b)  If the place of the retiring Director is not
                                    so filled up and the meeting has not
                                    expressly resolved not to fill the vacancy,
                                    the meeting shall stand adjourned till the
                                    same day in the next week, at the same time
                                    and place, or if that day is a public
                                    holiday, till the next succeeding day which
                                    is not a public holiday, at the same time
                                    and place.

                               (c)  If at the adjourned meeting also, the place
                                    of the retiring Director is not filled up
                                    and that meeting also has not expressly
                                    resolved not to fill the vacancy, the
                                    retiring Director shall be deemed to have
                                    been re-appointed at the adjourned meeting
                                    unless:

                                    (i)   at the meeting or at the previous
                                          meeting a resolution for the re-
                                          appointment of such Director has been
                                          put to the meeting and lost;

                                    (ii)  the retiring Director has, by a notice
                                          in writing addressed to the Company or
                                          its Board of Directors, expressed his
                                          unwillingness to be so re-appointed;

                                    (iii) he is not qualified or is disqualified
                                          for appointment;

                                    (iv)  a resolution, whether special or
                                          ordinary, is required for his
                                          appointment or re-appointment by
                                          virtue of any provisions of the said
                                          Act; or

                                    (v)   the proviso to sub-section (2) of
                                          Section 263 or Article 184(2) is
                                          applicable to the same.

Removal of Director 180.  The Company may by an ordinary resolution remove any
                          Director (not being a Director appointed by the
                          Central Government in pursuance of Section 408 of the
                          Act) in accordance with the provisions of Section 284
                          of the Act. A Director so removed shall not be re-
                          appointed a Director by the Board of Directors.

Company may fill    181.  Subject to the provisions of Section 261 of the said
up a vacancy              Act, the Company may at any Annual General Meeting
                          fill up the Office of any Director vacated during the
                          previous year and not already filled up.

Notice of           182.  A person who is not a retiring Director shall subject
candidature when          to the provisions of the said Act, be eligible for
to be given               appointment to the Office of Director at any General
                          Meeting, if he or some member intending to propose him

                                      -65-
<PAGE>

                          has, not less than fourteen days before the meeting,
                          left at the Registered Office of the Company a notice
                          in writing under his hand signifying his candidature
                          for the office of Directors or the Intention of such
                          member to propose him as a candidate for the office as
                          the case may be.

Consent of          183.  (1)  Every person (other than a Director retiring by
candidate for                  rotation or otherwise or a person who has left at
Directorship to                the office of the Company a notice under Section
be filed with the              257 signifying his candidature for the office of
Registrar                      a Director) proposed as a candidate for the
                               office of a Director shall sign and file with the
                               Company, his consent in writing to act as a
                               Director, if appointed.

                          (2)  A person other than:

                              (a)  a Director re-appointed after retirement by
                                   rotation or immediately on the expiry of his
                                   term of office or

                              (b)  an Additional or Alternate Director, or a
                                   person filling a casual vacancy in the office
                                   of a Director under Section 262 of the Act,
                                   appointed as a Director or re-appointed as an
                                   Additional or Alternate Director, immediately
                                   on the expiry of his term of office; or

                              (c)  a person named as a Director of the Company
                                   under its Articles as first registered, shall
                                   not act as a director of the Company unless
                                   he has within thirty days of his appointment
                                   signed and filed with the Registrar his
                                   consent in writing to act as such director.

Appointment of      184.  (1)  At a General Meeting of the Company a motion
Directors to be                shall not be made for the appointment of two or
voted on                       more persons as Directors of the Company by a
individually                   single resolution, unless a resolution that is
                               shall be so made has first been agreed to by the
                               meeting without any vote being given against it.

                          (2)  A resolution moved in contravention of clause (1)
                               shall be void, whether or not objection was taken
                               at the time to its being so moved; provided that
                               where a resolution so moved is passed, no
                               provision for the automatic re-appointment of
                               retiring Directors in default of another
                               appointment, shall apply.

                                      -66-
<PAGE>

                          (3)  For the purpose of this Article a motion for
                               approving a person's appointment, or for
                               nominating a person for appointing shall be
                               treated as a motion for his appointment.

Directors may       185.  The Directors shall have power at any time and from
appoint                   time to time, to appoint one or more additional
additional                Directors provided that the total number of directors
Directors                 shall not thereby exceed the maximum number fixed by
                          Article 168. Each such Additional Director shall hold
                          office only up to the date of the next following
                          Annual General Meeting, but shall be eligible for
                          appointment by the Company at that meeting as a
                          Director.

Filling up of       186.  (1)  It the office of any Director appointed by the
casual vacancies               Company in General Meeting is vacated before his
                               term of office vacancies expires in the normal
                               course, the resulting casual vacancy may be
                               filled by the Board of Directors at a meeting of
                               the Board.

                          (2)  Any person so appointed shall hold office only up
                               to the date up to which the Director in whose
                               place he is appointed would have held office if
                               it has not been vacated as aforesaid.

Appointment of      187.  (1)  The provisions of Section 313 of the Act shall
Alternate Director             apply and the Board of Directors may appoint an
                               Alternate Director to act for a Director
                               (hereinafter called "the Original Director")
                               during his absence for a period of not less than
                               three months from the State in which the meetings
                               are ordinarily hold.

                               Whenever any Director appointed under Section 261
                               of the said Act is likely to be absent from the
                               State in which the meetings are taking place for
                               a period of not less than three months the Board
                               of Directors shall be entitled to appoint an
                               Alternate Director in his place, and such
                               Alternate Director may be a person to whom the
                               said Section 261 applies.

                          (2)  An Alternate Director shall be entitled to notice
                               of meetings of the Directors, and to attend and
                               vote thereat accordingly, but he shall not
                               require any qualification whilst the Original
                               Director holds the necessary qualification.

                          (3)  An Alternate Director shall vacate office if and
                               when the Original Director returns to the State
                               in which the meetings are ordinarily held.

                                      -67-
<PAGE>

                          (4)  It the terms of office of the Original Director
                               is determined before he so returns to the State
                               aforesaid any provision for the automatic re-
                               appointment of retiring Directors in default of
                               another appointment shall apply to the Original
                               Director and not to the Alternate Director.

                          (5)  An Alternate Director may be removed by the Board
                               of Directors which may appoint another Alternate
                               Director in his place.

Directors may act   188.  The continuing Directors may act notwithstanding any
notwithstanding           vacancy in their body, but, if and so long as their
vacancy                   number is reduced below three, the continuing
                          Directors may act for the purpose of increasing the
                          number of Directors to the said number, or of
                          summoning a General Meeting of the Company, but for no
                          other purpose.

                     XXI. VACATION OF OFFICE BY DIRECTORS

Resignation of      189.  A Director may at any time resign from his office upon
Directors                 giving notice in writing to the Company of his
                          intention so to do, and thereupon his office shall be
                          vacated.
Removal of
Directors           190.  Subject to the provisions of Section 284 of the said
                          Act, the Company may, by Ordinary Resolution, remove a
                          Director before the expiry of his period of office. A
                          vacancy created by the removal of a Director under
                          this Article may be filled by the appointment of
                          another in his stead in the manner provided in the
                          said section.

                    191.  A Director shall vacate office it any office or place
                          of profit under the Company or a subsidiary thereof
                          is held in contravention of the provisions of Section
                          314(1) of the said Act with effect from the first day
                          on which the contravention occurs.

Vacation of office  192.  (1)  Subject to the provisions of Section 283 of the
by Directors                   said Act the Office of a Director 'shall be
                               vacated if:

                               (a)  he fails to obtain within the time specified
                                    in Article 172 or at any time thereafter
                                    ceases to hold the share qualification, if
                                    any required of him by these Articles;

                               (b)  he is found to be of unsound mind by a Court
                                    of competent jurisdiction;

                                      -68-
<PAGE>

                               (c)  he applies to be adjudicated an insolvent;

                               (d)  he is adjudged an insolvent;

                               (e)  he is convicted by a Court in India of any
                                    offence and is sentenced in respect thereof
                                    to imprisonment for not less than 6 months;

                               (f)  he fails to pay any call in respect of
                                    shares of the Company held by him whether
                                    alone or jointly with others within six
                                    months from the last date fixed for the
                                    payment of the call;

                               (g)  he absents himself from three consecutive
                                    meetings of the Board of Directors, or from
                                    all meetings of the Board for a continuos
                                    period of three months, whichever is longer,
                                    without obtaining leave of absence from the
                                    Board.

                               (h)  he, or any firm in which he is a partner or
                                    any private company of which he is a
                                    Director, accepts a loan, or any guarantee
                                    or security for a loan, from the Company in
                                    contravention of Section 295 of the said
                                    Act;

                               (i)  he acts in contravention of Section 299 of
                                    the said Act;

                               (j)  he becomes disqualified by an order of Court
                                    under Section 203 of the said Act;

                               (k)  he is removed in pursuance of Section 284 of
                                    the said Act (Article 190); or having been
                                    appointed a director by virtue of holding
                                    any office or other employment in the
                                    Company, or as a nominee of the managing
                                    agent of the Company, he ceases to hold such
                                    office or other employment in the Company
                                    or, as the case may be, the Managing Agency
                                    come to an end;

                               (l)  he resigns his office by notice in writing
                                    given to the Company.

                          (2)  Notwithstanding anything in clause (d) (e) and
                               (j) of sub-clause (l), the disqualification
                               referred to in those clauses shall not take
                               effect:

                               (a)  for thirty days from the date of the
                                    adjudication;

                                      -69-
<PAGE>

                               (b)  where any appeal or petition is preferred
                                    within the thirty days aforesaid against the
                                    adjudication, sentence or conviction
                                    resulting in the sentence, or order until
                                    the expiry of seven days from the date on
                                    which such appeal or petition is disposed
                                    of; or

                               (c)  where within the seven days aforesaid any
                                    further appeal or petition is preferred in
                                    respect of the adjudication, sentence,
                                    conviction or order and the appeal or
                                    petition if allowed would result in the
                                    removal of the disqualification until such
                                    further appeal for petition is disposed of.

                        XXII.  PROCEEDINGS OF DIRECTORS

Meeting of          193.  A Meeting of the Board of Directors shall be hold at
Directors                 least once in every three months and at least four
                          such meetings shall be hold in every year. The
                          Directors may meet together for the dispatch of
                          business, adjourn and otherwise regulate their meeting
                          and proceedings, as they think fit, and may determine
                          the quorum necessary for the transaction of business.

Notice of Meetings  194.  Notice of every meeting of the Board of Directors of
                          the Company shall be given in writing to every
                          Director for the time being in India, and at his
                          usual address in India to every other Director.

Quorum for Meetings 195.  The quorum for a meeting of the Board shall be one-
                          third of its total strength (any fraction contained in
                          that one-third being rounded off as one), or two
                          directors whichever is higher.

                          Provided that where at any time the number of
                          interested Directors exceeds or is equal to two-thirds
                          of the total strength, the number of the remaining
                          Directors, that is to say, the number of the Directors
                          who are not interested shall be the quorum during such
                          time.

                          The expressions "total strength" and "interested
                          Director" shall have the meanings given in Section
                          287(1) of the said Act.

Procedure of        196.  (1)  If a meting of the Board could not be held for
meeting adjourned              want of a quorum then the meeting shall
for want of Quorum             automatically stand adjourned till the same day
                               in the next week, at the save time and place, or
                               if that day is a public holiday, till the next
                               succeeding day which is not a public holiday at
                               the same time and place.

                                      -70-
<PAGE>

                          (2)  The provisions of Article 193 shall not be deemed
                               to have been contravened merely by reason of the
                               fact that a meeting of the Board which has been
                               called in compliance with the terms of that
                               Article could not be held for want of a quorum.

Power of Quorum     197.  A meeting of the Directors for the time being at which
                          a quorum is present shall be competent to exercise all
                          or any of the authorities, powers and directions by
                          law or under the Articles and regulations for the time
                          being vested in or exercisable by the Directors
                          generally.

When meetings to    198.  A Director may, at any time, and the Managing Agents,
be convened               if any upon the requisition of a Director, shall
                          convene a meeting of the Directors.

Question how        199.  Questions arising at any meeting of the Directors
decided                   shall be decided by a majority of votes, and in case
                          of an equality of votes, the Chairman thereat shall
                          have a second or casting vote.

Chairman of         200.  The Directors may elect a Chairman of their meetings,
Directors'                and determine the period for which he is to hold
meetings                  office, and unless otherwise determined the Chairman
                          shall be elected annually. If no Chairman is elected,
                          or if at any meeting the Chairman is not present
                          within five minutes of the time appointed for holding
                          the same, or is unwilling to preside, the Directors
                          present may choose one of their member to be the
                          Chairman of such meeting.

Directors may       201.  Subject to the provisions of Section 292 of the said
appoint Committees        Act, the Directors may delegate any of their powers,
                          other than the power to borrow and to make calls, to
                          issue debentures and any other powers which by reason
                          of the provisions of the said Act cannot be delegated
                          to committees consisting of such member or members of
                          their body as they may think fit, and they may from
                          time to time revoke and discharge any such Committee
                          either wholly or in part, and either as to persons or
                          purposes. Every Committee so formed shall, in the
                          exercise of the powers so delegated, conform to any
                          regulations that may from time to time be imposed on
                          it by the Directors, and all acts done by any such
                          Committee in conformity with such regulations and in
                          fulfillment of the purpose of their appointment, but
                          not otherwise, shall have the like force and effect as
                          if done by the Board.

Meeting and         202.  The meetings and proceedings of any such Committee
proceedings of            consisting of two or more members shall be governed by
Committee how             the provisions herein contained for regulating the
                          meetings and proceedings of the Directors, so far as

                                      -71-
<PAGE>

governed                 the same are applicable thereto, and are not superseded
                         by the express terms of the appointment of any such
                         committee, or by any regulations made by the Directors.

Resolutions by     203.  A resolution not being a resolution required by the
circular                 said Act or otherwise to be passed at a meeting of the
                         Directors, may be passed without any meeting of the
                         Directors or of a committee of Directors provided that
                         the resolution has been circulated in draft, together
                         with the necessary papers, if any, to all the
                         Directors, or to all the members of the Committee then
                         in India (not being less in number than the quorum
                         fixed for a meeting of the Board or Committee, as the
                         case may be) and to all other Directors or members of
                         the Committee at their usual address in India, and has
                         been approved by such of the Directors as are then in
                         India, or by a majority of such of them as are entitled
                         to vote on the resolution.

Validity of acts   204.  All acts done by a person as a Director shall be valid,
of Directors             notwithstanding that it may be afterwards discovered
                         that his Directors appointment was invalid by reason of
                         any defect or disqualification or had terminated by
                         virtue of any provision contained in the said Act or in
                         these Articles. Provided that this Article shall not
                         give validity to acts done by a Director after his
                         appointment has been shown to the company to be invalid
                         or to have terminated.

Minutes of         205.  The Directors shall cause minutes to be duly entered in
proceedings of           a book or books provided for the purpose in accordance
the Board and the        with the Articles and section 193 of the Act.
Committee to be
valid

Register of        206.  The Directors shall cause to be kept at the Registered
Directors and            Office (A) a Register of the Directors, Managers,
Managing Agents          Managing Directors and Managing Agents etc. of the
                         Company containing the particulars required by Section
                         303 of the Act and (b) a Register of Contracts of
                         Companies and firms of which they are interested,
                         containing the particulars required by Section 301 of
                         the Act and (c) a Register of Directors share-holdings
                         containing the particulars required by Section 307 of
                         the Act. They shall also cause to be kept other
                         Registers and Indexes as required by the Act.

Inspection of            The Company shall comply with the provisions of the
Register                 said Sections 301, 303, 307 and other Sections of the
                         Act with regard to inspection thereof and furnishing
                         copies or extracts so far as the same be applicable to
                         the Company.


                                      -72-
<PAGE>

                      XXIII.  DIRECTORS' DISQUALIFICATION

Directors not to  207.   Any assignment of his office by a Director shall be
assign office            void.


Loans to          208.   (1)  Save as otherwise provided in sub-clause (2) the
Directors                     Company (hereinafter in this clause referred to as
                              "the lending Company") shall not without obtaining
                              the previous approval of the Central Government in
                              that behalf, make any loan to, or give guarantee
                              or provide any security in connection with a loan
                              made by any other person to or to any other person
                              by:

                              (a)  any Director of the lending Company or of a
                                   Company which is its holding Company, or any
                                   partner or relative of any such Director;

                              (b)  any firm in which any such Director or
                                   relative is a partner;

                              (c)  any private company of which any such
                                   director is a director or member;

                              (d)  any body corporate at a general meeting of
                                   which not less than twenty-five per cent of
                                   the total voting power may be exercised or
                                   controlled by any such Director or by two or
                                   more such Directors altogether; or

                              (e)  any body corporate, the Board of Directors
                                   Managing Agents, or Manager whereof is
                                   accustomed to act in accordance with the
                                   directions or instructions of the Board, or
                                   of any Director or Directors, of the lending
                                   Company.

                         (2)  Sub-clause (1) shall not apply to any loan made,
                              guaranteed, given or security provided to its
                              subsidiary; or to another Company of which the
                              lending Company is the Managing Agents.

Board's sanction  209.   (1)  Except with the consent of the Board of Directors
to be required                of the Company a Director of the Company or his
for certain                   relative or a firm in which such a director or his
contracts in                  relative is a partner or any other in such a firm
which particular              or a private Company of which the Director is a
Directors are                 member or Director, shall not enter into any
interested                    contract with the Company:


                              (a)  for the sale, purchase or supply of any
                                   goods, materials, or services; or

                                      -73-
<PAGE>

                              (b)  after the commencement of the Act, for
                                   underwriting the subscription of any shares,
                                   or debentures of the Company.

                         (2)  Nothing contained in clause (a) of sub-clause (1)
                              shall affect any contract or contracts of the
                              sale, purchase or supply of any goods, materials,
                              or services in which either the Company or the
                              Director, firm, partner or private Company as the
                              case may be, regulates trade or does business,
                              provided that the value of such goods and
                              materials and the cost of such services do not
                              exceed five thousand rupees in the aggregate in
                              any calendar year comprised in the period of the
                              contract or contracts.

                         (3)  the consent of the Board required by sub-cause (1)
                              shall not be deemed to have given within the
                              meaning of that sub-clause unless the consent in
                              accorded:

                              (a)  by a resolution passed at a meeting of the
                                   Board;

                              (b)  and before the contract is entered
                                   into, or within two months of the date in
                                   which it was entered into.

                         (4)  Where such consent is not accorded to the contract
                              before it is entered into, anything done in
                              pursuance of the contract shall, if, such consent
                              is ultimately not accorded be voidable at the
                              option of the Board.

Directors not     210.   No Director or other person mentioned in Section 314
to hold office           shall without the consent of the Company accorded by a
of profit                Special Resolution hold an Office or place of profit
                         under the Company or any subsidiary of the Company
                         except as provided in the said section.

Directors may     211.   Subject to the restrictions imposed by Articles 208,
contract with            209 and 210 and Sections 292, 297, 299 and 314, 356 to
the Company              360, 370 and 372 of the said Act and the observance and
                         fulfillment thereof, no Directors shall be disqualified
                         by his office from contracting with the Company either
                         as vendor, purchaser, agent, brokers, muccadum, or
                         otherwise, nor shall any such contract or any contract
                         or arrangement entered into by or on behalf of the
                         Company in which any Director shall be in any way
                         interested be liable to account to the Company for any
                         profit realised so any such contract or arrangement by
                         reason only of such Director holding that office, or of
                         the fiduciary relation thereby established, but the
                         nature of his interest may be disclosed by him in
                         accordance with and in the cases mentioned in the said
                         Articles or said sections.

                                      -74-
<PAGE>

Duty of Directors 212.   (1)  Every Director (including a person deemed to be a
etc. to make                  Director by virtue of the explanation to sub-
disclose                      section (1) of Section 303), Manager or Secretary
                              of the Company who is appointed to the office of
                              Director, Managing Agent, Secretaries and
                              Treasures, Managing Director, Manager or Secretary
                              of any other body corporate shall, within thirty
                              days of his appointment, disclose to the Company
                              aforesaid the particulars relating to the office
                              in the other body corporate which are required to
                              be specified under sub-section (1) of Section 303.

Duty of Directors        (2)  Every Director of a Company and every person
and persons                   deemed to be a Director of the Company by virtue
deemed to be                  of sub-section (10) of Section 307, shall give
Directors to                  notice to the Company of such matters relating to
make disclose of              himself as may be necessary for the purpose of
share-holdings                enabling the Company to comply with the provisions
                              of that Section, within one week.

Disclosure of     213.   (1)  Every Director of the Company who is in any way,
interest by                   whether directly or indirectly, concerned or
Director                      interested in a contract or arrangement, or
                              proposed contract or arrangement, entered into or
                              to be entered into, by or on behalf of the
                              Company, shall disclose the nature of his concern
                              or interest at a meeting of the Board of
                              Directors.

                         (2)  (a)  In the case of a proposed contract or
                                   arrangement the disclosure required to be
                                   made by a Director under clause (1) above
                                   shall be made at the meeting of the Board at
                                   which the question of entering into the
                                   contract or arrangement is first taken into
                                   consideration, or if the Director was not, at
                                   the date of that meeting, concerned or
                                   interested in the proposed contract or
                                   arrangement, at the first meeting of the
                                   Board held after he becomes so concerned or
                                   interested.

                              (b)  In he case of any other contract or
                                   arrangement, the required disclosure shall be
                                   made at the first meeting of the Board held
                                   after the Director becomes concerned or
                                   interested in the contract or arrangement.

                         (3)  (a)  For the purpose of clause (1) and (2) above a
                                   general notice in writing given to the Board
                                   by a Director to the effect that he is a
                                   Director or a member of a specified body
                                   corporate or is a member of a specified from
                                   and is to be regarded as concerned or
                                   interested in any contract or arrangement
                                   which may, after the date of the notice be
                                   entered into with that body, corporate or
                                   firm, shall be deemed to be sufficient

                                      -75-
<PAGE>

                                   disclosure of concern or interest in relation
                                   to any contract or arrangement so made.

                              (b)  Any such general notice shall expire at the
                                   end of the financial ear in which it is
                                   given, but any be renewed for further periods
                                   of one financial year by a fresh notice
                                   writing given in the last month of the
                                   financial year in which it would otherwise
                                   have expired.

                              (c)  No such general notice and no renewal thereof
                                   shall be of effect unless either it is given
                                   at a meeting of the Board, or the Director
                                   concerned takes reasonable steps to secure
                                   that it is brought up and read at the first
                                   meeting of the Board after it is given.

Interested          214.     (1)  No Director of the Company shall as a Director
Director not to                   take any part in the discussion of, or vote
participate or                    on, any contract or arrangement entered into
vote in Board's                   or to be entered into, by or on behalf of the
Proceedings                       Company, if he is in any way, whether directly
                                  or indirectly, concerned or interested in the
                                  contract or arrangement nor shall his presence
                                  count for the purpose of forming a quorum at
                                  the time of any such discussion or vote, and
                                  if he does vote, his vote shall be void.

                             (2)  Clause (1) shall not apply to

                                  (a)   any contract of indemnity against any
                                        loss which the Directors or anyone or
                                        more of them may, suffer by reason of
                                        becoming or being sureties or a surety
                                        of the Company.

                                  (b)   any contract or arrangement entered in
                                        to any to be entered into with a public
                                        company, or a private company, which is
                                        a subsidiary of a public company, in
                                        which the interest of the Director
                                        aforesaid consists solely in his being a
                                        Director of such Company and the holder
                                        of not more than shares of such number
                                        or a value therein as is requisite to
                                        qualify him for an appointment as a
                                        Director thereof, he having been
                                        nominated as such Director by this
                                        Company.

Certain powers to   215.     (1)  the Board of Directors of a Company shall
be exercised by                   exercise the following powers on behalf of the
Board only at                     Company, and it shall do so only by means of
meeting                           resolutions passed at meetings of the Board:

                                  (a)  the power to make calls on shareholders
                                       in respect of money unpaid on their
                                       shares;

                                      -76-
<PAGE>

                                  (b)  The power to issue debentures;

                                  (c)  the power to borrow moneys otherwise than
                                       on debentures;

                                  (d)  the power to invest the funds of the
                                       Company; and

                                  (e)  the power to make loans;

                                       Provided that the Board may, by a
                                       resolution passed at a meeting, delegate
                                       to any Committee of Directors, the
                                       Managing Directors, Managing Agents,
                                       Secretaries and Treasurers or the
                                       Managers of the company or in the case of
                                       a Branch Office of the Company, to any
                                       principal officer the powers specified in
                                       clause (c), (d) and (e) and to the
                                       extent, specified in subsections (2), (3)
                                       and (4) respectively of Section 292 of
                                       the Act.

                             (2)  Every resolution delegating the power referred
                                  to in clause (c) of sub-clause (1) shall
                                  specify the total amount up to which moneys
                                  may be borrowed by the delegate.

                             (3)  Every resolution delegating the power referred
                                  to in clause (d) of sub-clause (1) shall
                                  specify the total amount up to which funds may
                                  be invested, and the nature of the investments
                                  which may be made, by the delegate.

                             (4)  Every resolution delegating the power referred
                                  to in clause (3) of sub-clause (1) shall
                                  specify the total amount up to which loans may
                                  be made by the delegate, the purposes for
                                  which the loans may be made and the maximum
                                  amount of loans which may be made for each
                                  such purpose in individual cases.

                             (5)  Nothing in this Article shall be deemed to
                                  affect the right of the company in General
                                  Meeting to impose restrictions and conditions
                                  on the exercise by the Board of any of the
                                  powers specified in sub-clause (1).

Restriction on      216.       The Board of Directors of the Company shall
Powers of Board                observe the restrictions on their powers as laid
                               down in Section 293 of the Companies Act.

                                      -77-
<PAGE>

Appointment of      217.  With regard to the appoint of selling agents, the
Selling Agents to         Board of Directors shall agents, the board of
require approval          Directors shall comply with the provisions of Section
of Company In             294 of the Company Act.
General Meeting

Directors may be    218.  A Director of the Company may be or become a Director
Directors of              of any Company promoted by or a subsidiary of the
Company promoted          Company, or in which if may be interested as a vendor,
by the Company            shareholder or otherwise, and no such Director shall
                          be accountable for any benefits received as Director
                          or member of such company.

                        XXIV.  BORROWING POWERS OR DIRECTORS

Power to Borrow     219.  (1)  Subject to clause (2) hereof the Directors may,
                               from time to time at their discretion raise or
                               borrow, or secure the repayment of any loan or
                               advance taken by the Company. Any such moneys may
                               be raised and the payment or repayment of such
                               moneys maybe secured in such manner and upon such
                               terms and conditions in all respects as the
                               Directors may think fit and, in particular by
                               promissory notes, or by opening current accounts
                               or by receiving deposits and advances at
                               interest, with or without security, or by the
                               issue of debentures of debenture-stock of the
                               Company charged upon all or any part of the
                               property of the Company (both present and
                               future), including its uncalled capital for the
                               time being, or by mortgaging, charging or
Conditions on                  pledging any lands, buildings, machinery, plants,
which money may                goods or other property and securities of the
be borrowed                    Company, or by such other means as to them may
                               seem expedient.

Restrictions on           (2)  The Board of Directors shall not, except with the
powers of Board                consent of the Company in General Meeting, borrow
                               moneys where the moneys to be borrowed together
                               with the moneys already borrowed by the Company
                               (apart from temporary loans obtained from the
                               Company's bankers in the ordinary course of
                               business) will exceed the aggregate of the paid-
                               up capital of the Company and its free reserves,
                               that is to say, reserves not set apart for any
                               specific purpose.

                               No debt by the Company in excess of limit imposed
                               by this Article shall be valid or effectual
                               unless the lender proves that he advanced the
                               loan in good faith and without knowledge that the
                               limit imposed

                                      -78-
<PAGE>

                               by that. Article has been exceeded.

                         (3)   Any bonds, debentures, debenture-stock or other
                               securities issued or to be issued by the Company,
                               shall be under the Control of the Directors who
                               may issue them upon such terms and conditions and
                               in such manner and for such consideration as they
                               shall consider to be for the benefit of the
                               Company.

Securities may e         (4)   Any such debentures, debenture-stock and other
assignable free                securities may be made assignable free from any
from equities                  equities between the Company and the person to
                               whom the same may be issued.

                         (5)   If any other is made to the public to subscribe
                               for or purchase debentures the provisions of the
                               said act relating to a prospectus shall be
                               complied with.

Issue at                 (6)  (a)  Any such debentures, debenture-stock, bonds
discount etc.                      or other securities may be issued at a
or with special                    discount, premium or otherwise, and on
privilege                          condition (with the consent of the Company in
                                   General Meeting) and they may have a right to
                                   allotment of or be convertible into shares of
                                   any denominations, and with any special
                                   privileges and conditions as to redemption
                                   (or being irredeemable), surrender, drawings,
                                   re-issue, attending at General Meeting of the
                                   Company, appointment of Directors, and
                                   otherwise, provided that no debentures,
                                   debenture-stock, bonds or other securities
                                   may be issued carrying voting rights.

                              (b)  The Company shall have power to re-issue
                                   redeemed debentures in certain cases in
                                   accordance with Section 121 of the Act.

                              (c)  Payments of certain debts out of assets
                                   subject to floating charge in priority to
                                   claims under the charge may be made in
                                   accordance with the provisions of Section 123
                                   of the Act.

                              (d)  Certain charges mentioned in Section 125 of
                                   the Act shall be void against the Liquidator
                                   or Creditors unless registered as provided in
                                   Section 125 of the Act.

                              (e)  The term "Charge" shall include mortgage in
                                   these Articles.

                              (f)  A contract with the Company to take up and
                                   pay for any debentures of the Company may be
                                   enforced by a Deed for specific performance.

                                      -79-
<PAGE>

Limitation of         (g)   The Company, shall within three months after the
time for issue              allotment of any of its shares, debentures of
of certificates             debenture-stock, and within two months after the
                            application for the registration of the transfer or
                            of any shares, debentures or debenture-stock have
                            completed and have ready for delivery the
                            certificates of all shares, the debentures and the
                            certification of all debenture-stock allotted or
                            transferred, unless the conditions of issue of the
                            shares, debentures of debenture-stock otherwise
                            provide.

                            The expression "transfer" of the purpose of the
                            subclause means a transfer duly stamped and
                            otherwise valid, and does not include any transfer
                            which the Company is for any reason entitled to
                            refuse to register and does not register.

Right to obtain       (h)   (1)  A copy of any trust deed for securing any issue
called capital                   of debentures shall be forwarded to the holder
                                 of any such debentures or any member of the
                                 Company at his request and within seven days of
                                 the making thereof on payment;

                                 (i)  in the case of a printed Trust Deed, of
                                      the sum of one Rupee, and

                                 (ii) in the case of a Trust Deed which has not
                                      been printed, of thirty seven paise for
                                      every one hundred words or fractional part
                                      thereof required to be copied.

                   (2)  The Court may also, by order, direct that the copy
                        required shall forthwith be sent to the person
                        requiring it.

Inspection of      (3)  The Trust Deed referred to in sub-clause (1) shall be
Trust Deeds             open inspection by any member or debenture holder of
                        the Company in the same manner, to the same extent, and
                        on payment of the same fees, as if it were the register
                        of members of the Company.

Mortgage of   220. If any uncalled capital of the Company is included in or
uncalled capital   charged by any mortgagor other security, the Directors may,
                   by instrument under the Company's seal, authorise the person
                   in whose favour such mortgage or security is executed, or any
                   other person in trust for him to make calls on the members in
                   respect of such uncalled capital, and the provisions
                   hereinbefore contained in regard to call shall mutatis
                   mutandis apply to calls under such authority, and such
                   authority may be made exercisable

                                      -80-
<PAGE>

                         either conditionally or unconditionally and either
                         presently or contingently, and either to the exclusion
                         of the Directors power or otherwise, and shall be
                         assignable if expressed so to be.

Indemnity may  221.      If the Directors or any of them or any other person
be given                 shall become personally liable for the payment of any
                         sum primarily due from the Company, the Directors may
                         execute or cause to be executed any mortgage, charge or
                         security over or affecting the whole or any part of the
                         assets of the Company by way of indemnity to secure the
                         Directors or person so becoming liable as aforesaid
                         from any loss in respect of such liability.

Register of    222.      The Directors shall cause a proper register to be
Mortgage and             kept, in accordance with the provisions of Section 143
Debentures to            of the said Act, of all mortgages, debentures, and
be kept                  charges and shall cause the requirements of Sections
                         118, 124 to 144 of the said Act in that behalf to be
                         duly compiled with, so far as they are required to be
                         complied with by the Directors.

Registration   223.      (a)  The provisions of the Act relating to
of charges                    registration of charges which expression shall
                              include mortgages, shall be complied with.

                         (b)  In the case of a change created out of India and
                              comprising solely property situate outside India
                              the provisions of Section 125 of the Act shall be
                              complied with.

                         (c)  Where a charge is credited in India but comprises
                              property outside India, the instrument creating or
                              purposing in create the charge under that section
                              or a copy thereof verified in the prescribed
                              manner, may be filled for registration,
                              notwithstanding that further proceedings may be
                              necessary to make the charge valid of effectual
                              according to the law of the country in which the
                              property is situate as provided by Section 125 of
                              the Act.

                         (d)  Where any charges on any property of the Company
                              required to be registered under Section 125 of the
                              Act has been so registered, any person acquiring
                              such property or any part thereof or any share or
                              interest therein, shall be deemed to have notice
                              of the charge as from the date of such
                              registration.

                                      -81-
<PAGE>

                         (e)  In respect of registration of charges on
                              properties acquired subject to charge, the
                              provisions of Section of the Act shall be compiled
                              with.

                         (f)  The Company shall also comply with the provisions
                              of Section 128 of the Act relating to particulars
                              in case of series of debentures entitling holders
                              to any charge to the benefit of which the
                              debenture holder of that series are entitled part
                              passu.

                              The Company shall comply with the provisions of
                              Section 129 of the Act in regard to registration
                              of particulars of commission, allowance or
                              discount paid or made directly or indirectly in
                              connection with the debentures.

                         (g)  the provisions of Section 133 of the Act as to
                              endorsement of certificate of registration of
                              debenture certificate ate or debenture stock shall
                              be complied with by the Company.

                         (h) The Company shall comply with the provisions of
                              Section 134 of the Act as regards registration of
                              particulars of every charge and of every series of
                              debentures.

                         (i)  As to modification of charges, the Company shall
                              comply wit the provisions of Section 136 of the
                              Act.

                         (j) The Company shall Comply with the provisions of
                              Section 136 of the Act regarding keep of a Copy of
                              instrument creating charge at the Registered
                              Office of the Company and comply with the
                              provisions of Section 137 of the Act in regard to
                              entering in the register of charges any
                              appointment of Receiver or Manager as therein
                              provided.

                         (k)  The Company shall also comply with the provisions
                              of Section 138 of the Act as to reporting
                              satisfaction of any charge and procedure
                              thereafter.

                         (l)  The Company shall keep at its registered office a
                              register of charges and enter therein all charges
                              specifically affecting any property of the Company
                              and all floating charges on the undertaking or on
                              any property of the Company given in each case:

                                      -82-
<PAGE>

                              (i)   a short description of the property charged,

                              (ii)  the amount of the charge; and

                              (iii) except in the case of securities to bearer,
                                    the names of persons entitled to the charge,

                         (m)  Any creditor or member of the Company and any
                              other person shall have the right to inspect
                              copies of instrument creating charges and the
                              Company's register of charges in accordance with
                              the subject to the provisions of Section 144 of
                              the Act.

                         (n)  The Company shall comply with the provisions of
                              Section 145 of the Act so for as the same be
                              applicable.

                              The Company shall comply with the provisions of
                              Section 150 as to register of members and the
                              provisions of Section 152 of the Act as to
                              Register and index of Debenture-holders.

Terms not      224.      (a)  No notice of any trust express or implied or
recognised                    constructive, shall be entered on the register of
                              entered on the register of members or of
                              debenture- holders or be receivable by the
                              Registrar.

Foreign register         (b)  The Company may exercise the power for the
of members                    Company to keep foreign register of members or
                              debenture holders as provided in Section 157 of
                              the Act of the provisions of Section 158 of the
                              Act as to foreign registers shall be complied
                              with.

                         (c)  The Company shall comply with the provisions of
                              Section 159 of the Act regarding filling of Annual
                              Returns and the provisions of Section 161 of the
                              Act as regarding annual return and certificates to
                              be annexed thereto.

Place of keeping         (d)  (1)  The register of members commencing from the
and inspection                     date of e registration of the Company, the
of register and                    the Company, the index of members, the
returns                            register and index of debenture-holders and
                                   copies of all annual returns prepared under
                                   Section 159 and 160 together with the copies
                                   of certificates and documents required to be
                                   annexed thereto Section 160 and 161 shall be
                                   kept at the Registered Office of the Company.

                              (2)  The Registers, indexes, returns and copies of
                                   certificates and other documents referred to
                                   in sub-Section (1) of Section 163 shall,
                                   except when the register of members or

                                      -83-
<PAGE>

                                   debenture-holders is closed under the
                                   provisions of the Act be open during business
                                   hours subject to such reasonable restrictions
                                   as the Company may impose so that not less
                                   than two hours in each day are allowed for
                                   inspection.

                                   (a)  of any member or debenture-holder
                                        without free; and

                                   (b)  of any other person or payment of a
                                        fee of one Rupee for each inspection.

                              (3)  Any such member, debenture holder or other
                                   person may,

                                   (a)  make extracts from any register, index
                                        or copy referred to in sub-section (1)
                                        of section 163 without fee or additional
                                        fee, as the case may be, or

                                   (b)  require a copy of any register, index or
                                        copy or of any part thereof, on payment
                                        of 37 place for every one hundred words
                                        or fractional part thereof required to
                                        be copied.

                              (4)  The Company shall cause any copy required by
                                   any person under clause (b) of sub-clause (3)
                                   to be sent to that person within a period of
                                   ten days, exclusive of nonworking days,
                                   commencing on the day next after the day on
                                   which the requirement is received by the
                                   Company.

                              (5)  The Court may also, by order, compel an
                                   immediate inspection of the document, or
                                   direct that the extract required shall
                                   forthwith be allowed to be taken by person
                                   requiring it, or that the copy required shall
                                   forthwith be sent to the person requiring it,
                                   or that the copy required shall forthwith the
                                   sent to the person requiring it, as the case
                                   may be.

                            XXV. POWER OF DIRECTORS


Business of the  225.    (1)  Subject to the provisions of Section 292,293,
Company to be                 294, 297, 299, 316, 217, 370 and 372 of the Act,
managed by                    the Board of Directors of the Company shall be
Directors                     entitled to exercise all such powers, give all
                              such consents, make all such arrangements, he
                              nearly do all such acts and things as are or shall
                              be by the said Act, and the memorandum of
                              association and these presents directed or
                              authorised to be exercised, given, make or done by
                              the Company

                                      -84-
<PAGE>

                              and are not thereby expressly directed or required
                              to be exercise, given, made or done by the Company
                              in General Meeting, but subject to such
                              regulations being (if any) being not inconsistent
                              with the said provisions as from time to time may
                              be prescribed by the Company in General Meeting
                              provided that no regulation so made by the company
                              in General Meeting shall invalidate any prior act
                              of the Directors which would have been valid if
                              the regulations had not been made.

Power to                 (2)  Save as provided by the said Act or by these
delegate                      presents and subject to the restrictions imposed
                              by Section 292 of the said Act, the Directors may
                              delegate all or any powers by the said Act or by
                              the Memorandum of Association or by these presents
                              reposed n them.

Specific Powers    226.  Subject to the provisions of Articles 225 but without
to Directors             prejudice to the General Powers thereby and so as not
                         General Powers thereby conferred and so as not in any
                         way to conferred by these presents, it is hereby
                         expressly declared that the Directors shall have the
                         following powers and authorities, that is to say power
                         and authority:

                         (a) (i)   to enter into agreements with foreign
                                   components and other persons for obtaining by
                                   granting licence or other terms, formulae and
                                   other rights and benefits and to obtain
                                   financial and or technical collaboration,
                                   technical information, knowhow and expert
                                   advice in connection with the activities and
                                   business permitted under the Memorandum of
                                   Association of the Company.

                             (ii)  to take over and acquire the industrial
                                   licence, import licence, permit and other
                                   rights on payment of actual and out of pocket
                                   expenses incurred thereof, and compensation
                                   for technical services rendered in connection
                                   therewith:

                             (iii) to pay and charge to the Capital Account of
                                   the Company the legal and other costs,
                                   charges and expenses of and preliminary and
                                   incidental to the promotion, formation,
                                   establishment and registration of the Company
                                   including the stamps and fees paid in respect
                                   thereof:

                             (iv)  to pay and charge to the Capital Account of
                                   the Company any commission or interest
                                   lawfully payable under the provisions of
                                   Sections 76 and 208 of the said Act:

                                      -85-
<PAGE>

                   (b)   to purchase in India or elsewhere any machinery plant,
                         stores and other articles and things for all or any of
                         the objects or purpose of the Company;

                   (c)   to purchase, take on lease or otherwise acquire in
                         India any lands (whether freehold, leasehold or
                         otherwise) and with or without houses, buildings,
                         structurers or machinery (fixed or loose) and any
                         moveable property, rights or privileges from any person
                         including a Director in furtherance of or for carrying
                         out its objects, at or for such price or consideration
                         and generally on such terms and conditions and with
                         such titled thereto as they may think fit or may
                         believe or be advised to be reasonable satisfactory.

                   (d)   to purchase, or otherwise acquire from any person and
                         to resell, exchange, and repurchase any patent for or
                         licence for the use of any invention.

                   (e)   to purchase or otherwise acquire for the Company any
                         other property, formule, concessions, rights and
                         privileges which the Company is authorised to acquire,
                         at or for such price or consideration and generally on
                         such terms and conditions as they may think fit.

                   (f)   in any such purchase or other acquisition to accept
                         such titled as the Directors may believe or may be
                         advised to be reasonably satisfactory. At their
                         discretion to pay for any property, rights or
                         privileges acquired by or services rendered to the
                         Company, either wholly or partly in cash or in shares,
                         or in both, or in bonds, debentures, mortgages or other
                         securities of the Company, and any such shares may be
                         issued either as fully paid up or with such amount
                         credited as paid up thereon as may be agreed upon and
                         any bonds, debentures, mortgages or other securities,
                         may be either specifically charged upon all or any part
                         of the property of the Company, and its uncalled
                         capital or not so charged.

                   (g)   to sell for cash or on credit or to contract for the
                         sale and future delivery of or to and for sale in any
                         part of India or elsewhere any products or Articles
                         produced, manufactured or prepared by the Company as
                         the Directors may deem advisable.

                   (h)   to erect, construct, and build and factories,
                         warehouses, godowns, engine houses, tanks, wells, or
                         other constructions, adopted to the objects of the
                         Company or may be considered expedient or

                                      -86-
<PAGE>

                         desirable for the objects or purposes of the Company or
                         any of them;

                   (i)   to sell from time to time any Articles, materials,
                         machinery, plant, stores and other Articles and things
                         belonging to the Company as the Directors may think
                         proper and to manufacturer, prepare and sell waste and
                         by-products;

                   (j)   from time to time to extend the business and
                         undertaking of the company by adding to, altering, or
                         enlarging all or any of the building, factories,
                         workshops, premises, plant and machinery, for the time
                         being the property or in the possession of the Company,
                         or by erecting new or additional buildings, and to
                         expend such sums of money for the purposes aforesaid or
                         any of them, as may be thought necessary or expedient;

                   (k)   to remove all or any of the machinery, plant and other
                         movable property of the Company for the time being in
                         or upon lands, buildings, or premises of the Company to
                         other lands, buildings, or premises;

                   (1)   to negotiate for, and subject to the approval of the
                         Company in General Meeting, contract for the sale and
                         transfer of all or any part of the property and
                         undertaking of the Company as a going concern, subject
                         or not subject to all or any of the obligations and
                         liabilities of the Company;

                   (m)   to undertake on behalf of the Company the payment of
                         all rents the performance of all covenants, conditions
                         and agreements contained in or reserved by any lease
                         that may be granted or assigned to or otherwise
                         acquired by the Company, and to purchase the reversion
                         or reversions, and otherwise to acquire the freehold or
                         fee-simple of all or any of the lands of the Company
                         for the time being held under lease, or for an estate
                         less than a free hold estate:

                   (n)   to improve, manage, develop, exchange, lease, sell, re-
                         sell and re-purchase, dispose of, deal with or
                         otherwise turn to account and property (movable or
                         immovable) or any rights or privileges belonging to or
                         at the disposal of the Company or in which the Company
                         is interested;

                   (o)   to secure the fulfilment of any contracts or
                         engagements entered into by the Company by mortgage or
                         charge of all or any of the property of the Company and
                         its unpaid capital for the time being, or in such
                         manner as they may think fit.

                                      -87-
<PAGE>

                   (p)   to accept from any member, on such terms and conditions
                         as shall be agreed upon and as far as may be
                         permissible by law, a surrender of his shares or any
                         part thereof;

                   (q)   to determine from time to time who shall be entitled to
                         sign on the Company's behalf bills, notes, receipts,
                         acceptances, endorsement, cheques, dividend warrants,
                         releases, contracts and documents and to give the
                         necessary authority for such purposes;

                   (r)   to make advances and loans without any security, or on
                         such security as they may think proper and to take
                         security for already existing debts. and otherwise to
                         invest and deal with any of the moneys of the Company
                         not immediately required for the purposes thereof in
                         Government or Municipal securities, fixed deposits in
                         banks and in such other manner as they may think fit
                         and from time to tie vary or realise such investments,
                         and for the purpose aforesaid to authorise such persons
                         within limits to be fixed from time to time by the
                         Board.

                   (s)   to make and give receipts, releases and other
                         discharges for moneys payable to, or for goods or
                         property belonging to the Company, and for the claims
                         and demands of the Company;

                   (t)   subject to the provisions of Section 292, 293, 295,
                         369, 370 and 372 of the said Act, to invest and deal
                         with any moneys of the Company not immediately required
                         of the purposes thereof, upon such security (not being
                         shares of the Company) or without security and in such
                         manner as they may think fit, and from time to time to
                         vary or realise such investments, Save as provided in
                         Section 49 of the said Act all investments shall be
                         made and held in the Company's own name;

                   (u)   to give to any officer or other person employed by the
                         Company including any Directors so employed, a
                         commission on the profits of any particular business or
                         transaction, or a share in general or particular
                         profits of the Company, and such commission or share of
                         profits shall be treated as part of the working
                         expenses of the Company and to pay commissions and make
                         allowances to any person introducing business to the
                         Company or otherwise assisting its interests;

                   (v)   subject to the provisions of Section 49 of the said Act
                         to appoint any person or persons (whether incorporated
                         or not) to accept and hold in trusts for the Company
                         any property belonging to the Company, or in which the
                         Company is interested or for any other

                                      -88-
<PAGE>

                         purposes and to execute and do all such acts, deeds and
                         things as may be requisite in relation to any such
                         trust, and to provide for the remuneration of such
                         trustee or trustees;

                   (w)   to insure and keep insured against loss or damage or
                         fire or otherwise for such period and to such extent as
                         they may think proper all or any part of the buildings,
                         machinery, goods, stores, produce and other movable
                         property of the Company either separately or
                         conjointly, also to insure all or any portion of the
                         goods, produce, machinery and other articles imported
                         or exported by the Company and to sell, assign,
                         surrender or discontinue any policies of assurance
                         effected in pursuance of this power.

                   (x)   to attach to any shares to be issued as the
                         consideration or part of the consideration for any
                         contract with or property acquired by the Company, or
                         in payment for services rendered to the Company, such
                         conditions as to the transfer thereof as they think
                         fit;

                   (y)   to execute, in the name and on behalf of the Company,
                         in favour of any Director or other person who may incur
                         or be about to incur any personal liability for the
                         benefit of the Company, such mortgages of the Company's
                         property (present and future) as they may think fit and
                         any such mortgage may contain a power of sale and such
                         other powers, covenants and provisions as shall be
                         agreed upon;

                   (z)   to institute, conduct, defend, compound, abandon or
                         refer to arbitration any action, suit, appeals,
                         proceedings, for enforcing decrees and orders and other
                         legal proceedings by or against the Company or its
                         officers, or otherwise concerning the affairs of the
                         Company, to compound or compromise and allow time for
                         payment or satisfaction of any debts due and of any
                         claims or demands by or against the Company and to
                         refer the same or arbitration, to observe and perform
                         any awards made there on; to act on behalf of the
                         Company in all matters relating to bankrupts and
                         insolvents;

                   (aa)  The person duly authorised by the Directors shall be
                         entitled to make, give, sign and execute all and every
                         warrant to use or defend on behalf of the Company, and
                         all and every legal proceedings and compositions or
                         compromise, agreements, and submission to arbitration
                         and agreement to refer to arbitration as may be
                         requisite, and for the purposes aforesaid, the
                         Secretary or such other person may be empowered to use
                         their or his own name on behalf of the Company, and
                         they or he shall be saved harmless and

                                      -89-
<PAGE>

                   indemnified out of the funds and property of the Company,
                   from and against all costs and damages which they or he may
                   incur or be liable to by reason of their or his name so used
                   as aforesaid.

              (bb) to provide for the welfare of the employees or ex-employees
                   of the Company, and the wives, widows and families or the
                   dependents or connects of such persons and to give, award or
                   allow any pension, gratuity, compensation, grants of money,
                   allowances, bonus or other payment to or for the benefit of
                   such persons as may appear to the Directors just and proper,
                   whether they have or have not a legal claim upon the Company,
                   and before recommending any dividends to set aside portions
                   of the profits of the Company to form a fund to provide for
                   such payments and in particular to provide for the welfare of
                   such persons, by building or contributing to the building of
                   houses, dwelling or chawls, or by creating and from time to
                   time subscribing or contributing to provident and other
                   associations, institutions, funds, or trusts and by providing
                   or subscribing or contributing towards places of instruction
                   and recreation, hospitals and dispensaries, medical and other
                   attendance and other assistance as the Directors shall think
                   fit; and to subscribe or contribute or otherwise to assist or
                   to guarantee money to charitable, benevolent, religious,
                   scientific, national or other institutions, or objects which
                   shall have any moral or other claim to support or aid by the
                   Company either by reason of locality of operation or of
                   public and general utility;

              (cc) before recommending any dividend, to set aside, out of the
                   profits of the Company such sums for depreciation as provided
                   in Section 205 of the said Act and such sums as they think
                   proper for creating reserves, general or specific or special
                   funds to meet contingencies or to repay debentures or
                   debenture-stock or to pay off preference of other
                   shareholders subject to the sanction of the Court when the
                   same is required by law on for payment of dividends or
                   equalising dividend or for special dividends or bonus or for
                   repairing, improving, extending and maintaining any part of
                   the property of the Company and for such other purposes
                   (including the purposes referred to in the preceding clause)
                   as the Directors may in their absolute discretion think
                   conducive to the interest of the Company and from time to
                   time to carry forward such sums as may be deemed expedient
                   and to invest and deal with the several sums to set aside or
                   any part thereof as provided in clause (r) of this Article as
                   they think fit, and from time to time to deal with and vary
                   such investment and dispose of and apply and expend the same
                   or any part thereof for the benefit of the Company

                                      -90-
<PAGE>

                   in such manner and for such purpose as the Directors in their
                   absolute discretion think conducive to the interest of the
                   Company notwithstanding that the matters to which the
                   Directors apply or upon which they expend the same or any
                   part thereof for the benefit of the Company in such manner
                   and for such purpose as the Directors in their absolute
                   discretion think conducive to the interest of the Company
                   notwithstanding that the matter to which the Directors apply
                   or upon which they expend the same or any part thereof may be
                   matters to and upon which the capital money of the Company
                   might rightly be applied or expended and the Directors may
                   divide the Reserve or any Fund into such special funds and
                   transfer any sum from one fund to another as they may think
                   fit and may employ the assets constituting all or any of the
                   above funds including the Depreciation Fund or any part
                   thereof in the business of the Company or in the purchase or
                   repayment of debentures or debenture-stock or preference
                   shares or in payment of special dividend or bonus and that
                   without being bound to keep the same separate from the other
                   assets, and without being bound to pay interest for the same
                   with power however to the Directors at their discretion to
                   pay or allow to the credit of such funds or any of them the
                   interest at such rate as the Directors may think proper not
                   exceeding 9 per cent per annum.

              (dd) from time to time and at any time to entrust to and confer
                   upon the officers for the time being of the Company, and to
                   authorise, or empower them to exercise and perform and by
                   Power-of-Attorney under seal to appoint any person to be the
                   Attorney of the Company and invest them with such of their
                   powers, authorities, duties and discretion exercisable by or
                   conferred or imposed upon the Directors, but not the power to
                   make Calls or other power which by law are expressly stated
                   to be incapable of delegation as the Directors may think fit,
                   and for such time and to be exercise for such objects and
                   purposes and subject to such restrictions and conditions, as
                   the Directors may think proper or expedient, and either
                   collaterally with or to the exclusion of and in substitution
                   for all or any of the powers, authorities, duties and
                   discretions of the Directors in that behalf, with authority
                   to the Secretary or such officers or attorney to sub-delegate
                   all or any of the powers, authorities, duties, and
                   discretions for the time being vested in or conferred upon
                   them and from time to time to revoke all such appointments of
                   attorney and withdraw, alter or vary all or any of such
                   powers, authorities, duties and discretions;

                                      -91-
<PAGE>

              (ee) to appoint, and at their pleasure to remove, discharge, or
                   suspend and to re-employ or replace, for the management, of
                   the business, secretaries, managers, experts, engineers,
                   accountants, agents, subagents, bankers, brokers, muccadums,
                   solicitors, officers, clerks, servants and other employees
                   for permanent, temporary or special services as the Directors
                   may from time to time think fit, and to determine their
                   powers and duties and fix their emoluments, salaries, wages,
                   and to require security in such instances and to such amount
                   as they think fit, and to ensure and arrange for guarantee
                   for fidelity of any employees of the Company and to pay such
                   premiums on any policy of guarantee as may from time to time
                   become payable;

              (ff) from time to time and at any time to establish any local
                   Board for managing any of the affairs of the Company in any
                   specified locality in India or elsewhere and to appoint any
                   persons to be members of any Local Boards and to fix their
                   remuneration. And from time to time and at any time to
                   delegate to any person so appointed any of the powers,
                   authorities and discretions for the time being vested in the
                   Directors, other than their power to make a Call and to
                   authorise the members for the time being of any such Local
                   Board, or any of them to fill up any vacancies therein and to
                   act notwithstanding vacancies and any such appointment or
                   delegation may be made on such terms and subject to such
                   conditions as the Directors may think fit, and the Directors
                   may at any time remove any person so appointed, and may annul
                   or vary any such delegation. Any such delegate may be
                   authorised by the Directors to sub-delegate all or any of the
                   powers, authorities and discretions for the time being vested
                   in him.

              (gg) at any time and from time to time by Power-of-Attorney to
                   appoint any person or persons to be the Attorney or attorneys
                   of the Company for such purposes and with such powers,
                   authorities and discretions (not exceeding those vested in or
                   exercisable by the Directors under these presents) and for
                   such period and subject to such conditions as the Directors
                   may from time to time think fit and any such appointment (if
                   the Directors think fit) may be made in favour of the members
                   or any of the members of any Local Board established as
                   aforesaid or in favour of any Company or the members,
                   Directors, nominees, or Managers of any company or firm or
                   otherwise in favour of any fluctuating body or persons
                   whether nominated directly or

                                      -92-
<PAGE>

                          indirectly by the Directors, and any such Power-of-
                          attorney may contain such powers for the protection or
                          convenience of persons dealing with such Attorney as
                          the Directors may think fit.

                     (hh) from time to time to provide for the management
                          transaction of the affairs of the Company outside the
                          Registered Office or in any specified locality in
                          India or outside India, in such manner as they think
                          fit and in particular to appoint any person to be the
                          Attorneys or agents of the Company with such powers,
                          authorities and discretions (including power to sub-
                          delegate) but not exceeding those vested in or
                          exercisable by the Directors, and also not the power
                          to make calls or issue debentures and for such period,
                          and upon such terms and subject to such conditions as
                          the Directors may think fit, and at any time to remove
                          any person so appointed or withdraw or vary any such
                          powers as may be thought fit, and for that purpose the
                          Company may exercise the powers conferred by Sections
                          50 and 157 of the Act relating to official seal for
                          use abroad and the keeping in any State or country
                          outside India a foreign Register respectively and such
                          powers shall accordingly be vested in the Directors.

                     (ii) for or in relation to any of the matters aforesaid or
                          otherwise for the purpose and objects of the Company
                          to enter into all such negotiations and contracts and
                          rescind and vary all such contracts, and execute,
                          perform and do and sanction, and authorise all such
                          acts, deeds, matters and things, in the same and on
                          behalf of the Company as they may consider expedient;

                     (jj) to open accounts with any bank or bankers or with any
                          Company, firm or individual for the purpose of the
                          Company's business and to pay money into and draw
                          money from any such account from time to time as the
                          Directors may think fit.

                     (kk) generally subject to the provisions of the Act and
                          these Articles to delegate the powers, authorities and
                          discretions vested in the Directors to any person,
                          firm, company or fluctuating body of persons as
                          aforesaid.

                          XXVI.  DUTIES OF DIRECTORS


Duties of      227.  The Directors shall duly comply with the provisions of the
Directors            Companies Act, 1956 or any other statutory modification
                     thereof for the time being in force and in particular the
                     provisions in regard to registration of the particulars of
                     mortgages, debentures and charges affecting the property

                                      -93-
<PAGE>

                          of the Company or created by it, and keeping a
                          Register of Directors, Managers, etc., and sending to
                          the Registrar annual returns and an annual list of
                          members and a summary of particulars relating thereto,
                          and the Balance Sheet and the notice of any
                          consolidation or increase of share capital or
                          conversion of shares into stock and the copies of
                          Special Resolutions and the Register of Directors,
                          Managers, etc. and notifications of any change
                          therein.

                         XXVII.    MANAGING DIRECTORS


Power to appoint    228.  Subject to the provisions of Section 267, 268, 269.
Managing Director         309, 310, 311, 316 and 317 of the Act, the Directors
                          may from time to time appoint one or more of their
                          body to be Managing Director, Joint Managing Director
                          or Managing Directors of the Company either for a
                          fixed term or without any limitation as to the period
                          for which he or they is or are to hold such office but
                          in any case not exceeding five years at a time and may
                          from time to time remove or dismiss him or them from
                          office and appoint another or others in his or their
                          place or places.

What provisions     229.  A managing Director or Joint Managing Director shall
he will be                not while he continues to hold that office be subject
subject to                to retirement by rotation and he shall not be taken
                          into account in determining the rotation of retirement
                          of Directors or the number of Directors to retire but
                          he shall, subject to the terms of any contract between
                          him and the Company, be subject to the terms of any
                          contract between him and the Company, be subject to
                          the same provisions as to resignation and removal as
                          the Directors of the Company, and if he ceases to hold
                          the office of Directors from any cause shall ipso
                          facto and immediately cease to be Managing Director.

Remuneration of     230.  The remuneration of a Managing Director and Joint
Managing Director         Managing Director shall from time to time be fixed by
                          the Directors and may be by way of salary or
                          commission or participation in profits or by any or
                          all of those modes or in other from the shall be
                          subject to the limitations prescribed in Sections 198
                          and 309 of the Act.

Powers and duties   231.  Subject to the restrictions contained in the next
of Managing               succeeding Articles, the Directors may from time
Directors                 entrust to and confer upon a Managing Director or
                          Joint Managing Director for the time being such of the
                          powers exercisable under these Articles by the
                          Directors as they may think fit, and may confer such
                          powers for such time and to be exercised for such
                          objects and purposes and upon such terms and
                          conditions and with such restrictions as they think
                          expedient, and they may confer such powers either
                          collaterally with or to the exclusion of and in
                          substitution for all or any of the powers of the
                          Directors in that behalf, and may from time to

                                      -94-
<PAGE>

                          time revoke, withdraw, alter or vary all or any of
                          such powers, unless and until otherwise determined, a
                          Managing Director may exercise all the powers
                          exercisable by the Directors, save such powers as by
                          the Act or by these Articles shall be exercisable by
                          the Directors themselves.

Management          232.  The Managing Director or Managing Directors shall not
                          exercise the powers to:

                          (1)  make calls on shareholders in respect of moneys
                               unpaid on the shares in the Company;

                          (2)  issue debentures; and

                          (3)  except as may be delegated by the Board under
                               Section 292 of the Act, invest the funds of the
                               Company, or make loans and borrow moneys.

Certain persons     233.  The Company shall not appoint or employ, or continue
not be appointed          the appointment or employment of, any person as its
Managing Directors        Managing or wholetime Director who:


                          (a)  is an undischarged insolvent, or has at any time
                               been adjudged an insolvent.

                          (b)  suspends or has at any time suspended payment to
                               his creditors or makers, or has at any time made,
                               a composition with them; or

                          (c)  is, or has at any time been convicted by a Court
                               in India of an offence involving moral trupitude.

                XXIX and XXX.  MANAGING AGENTS, SECRETARIES AND
                                  TREASURERS

                              234 to 242 DELETED.

                               XXXI.  SECRETARY

Secretary           243.  (a)  The Directors may from time to time appoint and
                               at their discretion remove, a person (hereinafter
                               called "the Secretary") to keep the Registers
                               required to be kept by the Company, to perform
                               any other function which by the said Act or by
                               these Articles are to be performed by the
                               Secretary and to execute any other duties which
                               may from time to time be assigned to the
                               Secretary by the Directors.

                                      -95-
<PAGE>

                          (b)  The Directors may any time appoint a temporary
                               substitute for the Secretary who shall for the
                               purpose of these Articles be deemed to be the
                               Secretary.

        XXXII.    INDEMNITY TO AND PROTECTION OF DIRECTORS AND OFFICERS

Indemnity           244.  Every officer of the Company as defined by Section
                          2(3) of the said Act or any person (whether an officer
                          of the Company or not) employed by the Company as
                          Auditor, shall be indemnified out of the funds of the
                          Company against all liability incurred by him in
                          defending any proceedings, whether civil or criminal,
                          in which judgement is given in his favour or in which
                          he is acquitted or discharged or in connection with
                          any application under Section 633 of the said Act in
                          which relief is granted to him by the Court.

Indemnity to        245.  Subject to the provision of Section 201 of the said
Directors and             Act, every Director of the Company, Manager,
their officer             Secretary, Trustee, Auditor and other officer or
                          servant of the Company shall be indemnified by the
                          Company against and it shall be the duty of the
                          Directors out of the funds of the Company, to pay all
                          losses, costs and expenses which any such person,
                          officer or servant may incur or become liable to by
                          reason of any contract entered into or any act or
                          thing done by him as such officer or servant or in any
                          way in or about the discharge of his duties, including
                          travelling expenses.

Directors and       246.  Subject to the provisions of Sections 201 of the said
other officers            Act, no Director of the Company, Manager, Secretary,
not responsible           Trustee, Auditor and other officer or servant of the
or acts of others         Company shall be liable for the acts, receipts,
                          neglects or defaults of any other Director or officer
                          or servant or for joining in any receipts or other act
                          for the sake of conformity merely or for any loss or
                          expenses happening to the Company through the
                          insufficiency or deficiency in point of titles or
                          value of any property acquired by the order of the
                          Directors for or on behalf of the Company or mortgaged
                          to the Company or for the insufficiency or deficiency
                          of any security in or upon which any of the moneys of
                          the Company shall be invested or for any loss or
                          damage arising from the bankruptcy, insolvency or
                          tortuous act of any person, company or corporation to
                          or with whom any moneys, securities or effects of the
                          Company shall be entrusted or deposited or for any
                          loss occasioned by any error of judgement, omission
                          default or oversight on his part or for any other
                          loss, damage or misfortune whatever which shall happen
                          in relation to the execution or performance of the
                          duties of his office or in relation thereto, unless
                          the same happen

                                      -96-
<PAGE>

                          through his own dishonesty.

                                XXXIII.   SEAL

The Seal, its       247.  The Directors shall provide a Common Seal for the
custody and use           purpose of the Company and shall have power from time
                          to time to destroy the same and substitute a new seal
                          in lieu thereto and the Directors shall provide for
                          the safe custody of the seal for the time being. The
                          seal of the Company shall never be used except by the
                          authority of a resolution of the Board of Directors
                          and in presence of one of Directors or such other
                          persons as the Board may authorise who will sign in
                          token thereof and countersigned by such officers or
                          persons as the Directors may from time to time
                          resolve.

                          Any instrument bearing the Common Seal of the Company
                          and issued for valuable consideration shall be binding
                          on the Company notwithstanding any irregularity
                          touching the authority of the Directors to issue the
                          same.

                          The Company may exercise the powers conferred by
                          Section 50 of the Act and such power shall accordingly
                          be vested in the Board of Directors.

                  XXXIV.    NOTICES AND SERVICE OF DOCUMENTS

Members to notify   248.  If shall be imperative on every member or notify to
address for               the Company for registration his place of address in
registration              India and if he has no registered address within India
                          to supply to the Company an address within India for
                          giving of notices to him.

                          A member who shall change his name or address or who
                          being a female, shall marry, shall notify such change
                          of names or address to the Company.

Notice              249.  (1) Subject to Section 53 of the said Act, a document
                              may be served by the Company on any member thereof
                              either personally or by sending it by post to him
                              to his registered address or if he has no
                              registered address in India, to the address if any
                              within India supplied by him to the Company for
                              the giving of notices to him.

                          (2) Where a document is sent by post -

                              (a)  service thereof shall be deemed to be
                                   effected by properly addressing, prepaying
                                   and posting a letter containing the document
                                   provided that where a member has intimated to
                                   the Company in advance that documents should
                                   be sent to

                                      -97-
<PAGE>

                                   him under a certificate of posting or by
                                   registered post with or without
                                   acknowledgement due and has deposited with
                                   the Company a sum sufficient to defray the
                                   expenses of doing so, service of the document
                                   shall not be deemed to be effected unless it
                                   is sent in the manner intimated by the
                                   member; and

                              (b)  such service shall be deemed to have been
                                   effected:

                                   (i)   in the case of the notice of a meeting,
                                         at the expiration of forty eight hours
                                         after the letter containing the same it
                                         posted; and

                                   (ii)  in any other case, at the time at which
                                         the letter would be delivered in the
                                         ordinary course of a post.

                          (3) A document advertised in a newspaper circulating
                              in the neighbourhood of the Registered Office of
                              the Company shall be deemed to be duly served on
                              the day on which the advertisement appears on
                              every member of the Company who has no registered
                              address in India and has not supplied to the
                              Company any address within India for the giving of
                              notices to him.

                          (4) A document may be served by the Company on the
                              joint-holders of a share by serving it on the
                              joint-holder named first in the Register of
                              members in respect of the share.

                          (5) A document may be served by the Company on the
                              persons entitled to a share in consequence of the
                              death or insolvency of a member by sending it
                              through the post in a pre-paid letter addressed to
                              them by name or by the title of representative of
                              the deceased or assignee of the insolvent or by
                              any like description, at the address, if any, in
                              India supplied for the purpose by the persons
                              claiming to be so entitled or until such an
                              address has been so supplied, by serving the
                              document in any manner in which it might have been
                              served if the death or insolvency had not
                              occurred.

Transfer of         250.   Every person, who by operation of law, transfer or
successors in              other means whatsoever, shall become entitled to any
title of members           share, shall be bound by any and every notice and
bound by notice            other document in respect of such share which
given to                   previous to his name and address being entered upon
previous holders           the register shall have been duly given to the person
                           from whom he derives his title to such share.


                                      -98-
<PAGE>

When notice may     251.   Any notice required to be given by the Company to the
be given by                members or any of them and not expressly provided for
advertisement              by these presents shall be sufficiently given, if
                           given by advertisement, once in a English and once in
                           a vernacular daily newspaper circulating in Bombay.

Service of notice   252.   Any notice or document served in the manner
good                       hereinbefore provided shall notwithstanding such
notwithstanding            member be then dead and whether or not the Company
death of member            has notice of his death, be deemed to have been duly
                           served in respect of any share, whether held solely
                           or jointly with other persons by such member, until
                           some other person be registered in his stead as the
                           holder or joint-holder thereof and such service, for
                           all purposes of these presents be deemed a sufficient
                           service of such notice or documents on his heirs,
                           executors, administrators and all person (if any)
                           jointly interested with him in any such shares.

Signature to        253.   Any notice given by the Company shall be signed by a
notice                     Director or by the Secretary or some other officer
                           appointed by the Directors and the signature thereto
                           may be written, printed, lithographed or photostat.

Service of          254.  A document may be served on the Company or on an
documents on              officer thereof by sending it to the Company or
company                   officer at the Registered Office of the Company by
                          post under a certificate of posting or by Registered
                          Post or by leaving it at its Registered Office.

How time to be      255.  Where a given number of days notice or notice
counted                   extending over any other period is required to be
                          given, the day of service shall not be counted nor
                          shall the day for which notice is given be counted.

                           XXXV. SECRECY CLAUSE

Secrecy Clause      256.  No member shall be entitled to visit any works of the
                          Company without the permission of the Directors or
                          to require discovery of or any information respecting
                          any detail of the Company's working, trading or any
                          matter which is or may be in the nature of a secret,
                          mystery of trade or secret process, which may relate
                          to the conduct of the business of the Company and
                          which in the opinion of the Directors, it will be
                          nexpedient in the interest of the members of the
                          Company to communicate to the public.

                                    XXXVI.

                                      -99-
<PAGE>

                              XXXVII. WINDING- UP

Distribution of     257.  If upon the winding-up of the Company, the surplus
assets                    assets shall be more than sufficient to repay the
                          whole of the paid-up capital, the excess shall be
                          distributed amongst the members in proportion to the
                          capital paid or which ought to have been paid-up on
                          the shares at the commencement of the winding-up held
                          by them respectively, other than the amounts paid in
                          advance of calls. If the surplus assets shall be
                          insufficient to repay the whole of the paid-up
                          capital, such surplus assets shall be distributed so
                          that as nearly as may be the losses shall be borne by
                          the members in proportion to the capital paid-up or
                          which ought to have been paid-up at the commencement
                          of the winding-up on the shares held by them
                          respectively, other than the amounts paid by them in
                          advance of calls. But this Article is without
                          prejudice to the rights of the holders of any shares
                          issued upon special terms and conditions and shall not
                          be construed so as to or be deemed to confer upon them
                          any rights greater than those conferred by the terms
                          and conditions of issue.

Distribution of     258.  It the Company shall be wound-up whether voluntarily
assets in specie          or otherwise, the following provisions shall take
                          effect:

                          (1)  the Liquidator may, with the sanction of a
                               special resolution, divide among the
                               contributories in specie or kind any part of the
                               assets of the Company and may, with the like
                               sanction, vest any part of the assets of the
                               Company in trustees upon such trust for the
                               benefit of the contributories or any of them, as
                               the Liquidator with the like sanction shall think
                               fit.

                          (2)  If thought fit any such division may be otherwise
                               than in accordance with the legal rights of the
                               contributories (except where unalterably fixed by
                               the Memorandum of Association) and in particular
                               any class may be given preferential or special
                               rights or may be excluded altogether or in part
                               but in case any division otherwise than in
                               accordance with the legal rights of the
                               contributories shall be determined on any
                               contributory who would be prejudiced thereby
                               shall have the right to dissent and shall have
                               ancillary rights as if such determination were a
                               Special Resolution passed pursuant to Section 494
                               or 507 of the said Act.

                                     -100-
<PAGE>

                          (3)  In case any shares to be divided as aforesaid
                               involve a liability to calls or otherwise any
                               person entitled under such division to any of the
                               said shares, may, within seven days after the
                               passing of the Special Resolution by notice in
                               writing, direct the Liquidator to sell his
                               proportion and pay him the proceeds and the
                               Liquidator shall, if practicable, act
                               accordingly.

Liquidator may      259.   Any such Liquidator may, irrespective of the powers
sell for shares            conferred upon him by the said Act and as an
in another                 additional power conferring a general or special
company                    authority, sell the undertaking of the Company or the
                           whole or any part of its assets for shares fully or
                           partly paid-up or the obligations of or other
                           interest in any other company and may by the contract
                           of sale agree for the allotment to the members
                           directly of the proceeds of sale in proportion to
                           their respective interests in the Company and in case
                           the shares of this Company shall be of different
                           classes, may arrange for the allotment in respect of
                           preference shares of the Company, to obligations of
                           the purchasing company or of shares of the purchasing
                           company with preference or priority over or with a
                           larger amount paid-up than the shares allotted in
                           respect of ordinary shares of this Company and may
                           further by the contract, limit a time at the
                           expiration of which shares, obligations or other
                           interests not accepted or required to be sold, shall
                           be deemed to have been refused and be at the disposal
                           of the Liquidator.

Sale under          260.   Upon any sale under the last preceding Article or
Sections 494 &             under the powers given by Sections 494 and 507 of the
507 of the                 said Act, no member shall be entitled to require the
Companies Act,             Liquidator either to abstain from carrying into
1956                       effect the sale or the resolution authorising the
                           same or to purchase such member's interest in this
                           Company, but in case any member shall be unwilling to
                           accept the share, obligations or interests to which
                           under such sale he would be entitled, he may, within
                           seven days of the passing of the resolution
                           authorising the sale, by notice in writing to the
                           Liquidator, require him to sell such shares,
                           obligations or interests and thereupon the same shall
                           be sold in such manner as the Liquidator may think
                           fit and the proceeds shall be paid over to the member
                           requiring such sale.

                                     -101-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>MEMORANDUM OF ASSOCIATION OF WIPRO
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.2

                                                       [Government of India,
                                                       Special Adhesive
                                                       Stamp of Rs. 45/-
                                                       Sd/-
                                                Asstt./Supdt. of Stamps, Bombay]

                         THE INDIAN COMPANIES ACT, 1913

                           MEMORANDUM OF ASSOCIATION

                                       OF

                                 WIPRO LIMITED



Name of the            1.  The Name of the Company is WIPRO LIMITED.
Company

Registered Office      2.  The Registered Office of the Company will be situated
                           in the State of Karnataka.

Objects of the         3.  The Objects for which the Company is established are
Company                    the following:

                           (a)  To purchase or otherwise acquire and take over
                                any lands (whether freehold, leasehold, or
                                otherwise) with or without buildings and plant,
                                machinery, factory or factories or any other
                                property for the purposes of the business of the
                                Company.

                           (b)  To carry on the business of extracting oil
                                either by crushing or by chemical or any other
                                processes from copra, cottonseed, linseed,
                                castor-seed, ground-nuts or any other nut or
                                seed or other oil bearing substance whatsoever.

                           (c)  To manufacture and deal in hydrogenated oil,
                                vegetable oils, vegetable ghee substitutes,
                                vegetable products and butter-substitutes,
                                glycerine, lubricating oils, greases, boiled
                                oils, varnishes and all other kinds of oils, and
                                oil preparations and products including
                                byproducts of whatsoever description and kind
                                and to carry on the business of manufacturers
                                and dealers in all kinds of oils, oil seeds and
                                oil products and the cultivation of oil-seeds
                                and the business of buyers, sellers and dealers
                                of oil seeds and oil-products including by-
                                products.
<PAGE>

                   (c) (i)   To carry on business as manufacturers, sellers,
                             buyers, exporters, importers, and dealers of fluid
                             power products of all types and kinds whether
                             pneumatic or hydraulic and which are worked,
                             propelled, and energised by fluids or gases and in
                             particular the following pneumatic and hydraulic
                             cylinders, air compressors, valves, hydraulic
                             pumps, tools, regulators, filters, rotary tables,
                             drill feeds, hydromotors, hydraulic and pneumatic
                             equipments and all accessories and components
                             required in connection therewith.

                   (c) (ii)  To carry on business as mechanical engineers, tool
                             makers, brass and metal founders, mill-makers,
                             mill-wrighters, machinists, metallurgists; to carry
                             on business of machine operations like turning,
                             boring, reaming, tapping, drilling, milling,
                             shaping, cutting, grinding, honing, lapping, super
                             finishing, buffing and to carry on and undertake
                             processes like electro-plating, electro-forming,
                             electro-etching, hardening, phosphating, nitriding,
                             blackening, tempering, die-casting, shell-moulding,
                             thermo-forming and all foundry operations and to
                             buy, sell, manufacture, repair, convert, alter, let
                             on hire and deal in machines, machine tools and
                             hardware of all kinds.

                   (c)(iii)  To carry on the trade or business of manufacturing
                             and distributing, chemists, and druggists, oil and
                             colourmen, either wholesale or retail, together
                             with all or any trades or business usually carried
                             on in connection therewith and to prepare,
                             manufacture, import, produce, buy, sell and deal in
                             all kinds of raw materials, chemicals, compounds,
                             synthetic products, salts, acids, mineral,
                             vegetable, organic and inorganic alkalies, chemical
                             and surgical materials and appliances and patent or
                             proprietory medicines, pigments, varnishes,
                             lacquers, manufacturing plants, chemicals,
                             scientific, electrical, surgical and optical
                             instruments and apparatus and other like articles
                             and things and colour grinders, makers and dealers
                             in proprietory articles of all kinds and of
                             electrical, chemical, photographical, surgical and
                             scientific apparatus and materials and to buy,
                             sell, manufacture, refine, manipulate, import,
                             export and deal in all substances and things
                             capable of being used in by such business as
                             aforesaid and required by any customers of or
                             persons having dealings with the Company either by
                             wholesale or retail.

                   (c) (iv)  To carry on business as exporters, sellers, dealers
                             and buyers in all types and kinds of goods,
                             articles and things.

                   (c) (v)   To carry on business in India and elsewhere as
                             manufacturer, assembler, designer, builder, seller,
                             buyer, exporter, importer, factors, agents, hirers
                             and dealers of digital and analogue data

                                                                             -2-
<PAGE>

                             processing devices and systems, electronic
                             computers, mini and micro computers, micro-
                             processors based devices and systems, electronic
                             data processing equipment, central processing
                             units, memories, peripherals of all kinds, data
                             communication equipment control systems, remote
                             control systems, software of all kinds, including
                             machine oriented and problem oriented, software,
                             data entry devices, data collecting systems,
                             accounting and invoicing machines, intelligent
                             terminals, controllers, media, solid state devices,
                             integrated circuits, transistors, liquid crystals,
                             liquid display systems, diodes, resistors,
                             capacitors, transformers and all related and
                             auxiliary items and accessories including all
                             components of electronic hardware and appliance of
                             any type and description.

                   (c) (vi)  To carry on research and development activities on
                             all aspects related to the products business and
                             objects of the Company.

                   (d)  To construct, equip and maintain mills, factories,
                        warehouses, godowns, jetties and wharves any other
                        conveniences or erection suitable for any of the purpose
                        of the Company.

                   (e)  To erect, purchase or take on lease, or otherwise
                        acquire any mills, factories, works, machinery, and any
                        other real and personal property appertaining to the
                        goodwill of, and any interest in the business of
                        refining and hydrogenating vegetable and other oils and
                        vegetable products.

                   (f)  To carry on all or any of the business of soap and
                        candle makers, tallow merchants, chemists, druggists,
                        dry salters, oil-merchants, manufacturers of dyes,
                        paints, chemicals and explosives and manufacturers of
                        and dealers in pharmaceutical, chemical, medicinal and
                        other preparations or compounds, perfumery and
                        proprietary articles and photographic materials and
                        derivatives and other similar articles of every
                        description.

                   (g)  To buy or otherwise acquire any oil or manure, mills or
                        factories situate either in India, Ceylon or elsewhere
                        and all property business and rights in connection
                        therewith.

                   (h)  To exchange, sell, convey, assign or let on lease or
                        leases or otherwise deal with the whole or any part of
                        the Company's immoveable property, and to accept as
                        consideration for, or in lieu thereof, other land or
                        cash or Government securities, or securities guaranteed
                        by Government or partly the one and partly the other or
                        such other property or securities as may be determined
                        by the Company, and to take back or reacquire any
                        property so disposed of by re-purchasing or leasing the
                        same for such price or prices or consideration and on
                        such terms and conditions as may be agreed on.

                   (i)  To sell or dispose of for cash, or on credit, or to
                        contract for the sale and

                                                                             -3-
<PAGE>

                        future delivery of, or to send for sale to any part of
                        India or elsewhere, all the articles and things and also
                        all other products or produce whatsoever of the company.

                   (j)  To extend the business of the Company from time to time
                        by purchasing or taking on lease or otherwise acquiring
                        any lands (whether freehold, leasehold or otherwise)
                        with or without buildings and machinery standing thereon
                        situate in Bombay or any where in India, by erecting
                        mills or other buildings on such lands; by purchasing or
                        taking on lease or otherwise acquiring the business,
                        goodwill and property of any private pressing or ginning
                        factory or other factory situate anywhere in India; and
                        by amalgamation with, or purchasing or otherwise
                        acquiring the business goodwill, property and assets of
                        any one or more Joint Stock Company or Companies
                        carrying on any similar business anywhere in India.

                   (k)  To extend the business of the Company by adding to,
                        altering or enlarging from time to time all or any of
                        the buildings, premises, plant and machinery for the
                        time being the property of the Company; also by erecting
                        new or additional buildings, on all or any of the lands
                        and premises for the time being the property of the
                        Company and also by expending from time to time such
                        sums of money as may be in the opinion of the Directors
                        necessary or expedient for the purposes of improving,
                        adding to, altering, repairing, and maintaining the
                        buildings, plant, machinery and property of the Company.

                   (l)  To undertake the payment of all rents and the
                        performance of all covenants, conditions and agreements
                        contained in and reserved by any lease that may be
                        granted or assigned to or be otherwise acquired by the
                        Company.

                   (m)  To purchase the reversion or reversions, or otherwise
                        acquire the freehold of fee simple, of all or any part
                        of the lands for the time being held under lease, or for
                        an estate less than a freehold estate by the Company.

                   (n)  To carry on any other trade or business whatsoever as
                        can in the opinion of the Company be advantageously or
                        conveniently carried on by the Company by way of
                        extension of or in connection with any of the Company's
                        business or as calculated directly or indirectly to
                        develop any branch of the Company's business or to
                        increase the value of or turn to account any of the
                        Company's assets property or rights and to acquire
                        forests, forest products, timber and to establish saw
                        mills and dal factories.

                   (o)  To carry on the business of tin makers, tin
                        manufacturers, tin converters, colliery proprietors,
                        coke manufacturers, miners, smelters, engineers, tin
                        plate makers and iron founders in all their respective
                        branches.

                                                                             -4-
<PAGE>

                   (p)  To acquire and take over the whole or any part of the
                        business, property and liabilities of any person or
                        persons, firm or corporation carrying on any business
                        which this Company is authorised to carry on or
                        possessed of any property or rights suitable for the
                        purposes of the Company.

                   (q)  To generate, accumulate and supply electricity or other
                        energy for running the Company's mills, factories, plant
                        and machinery and for other purposes of the business of
                        the Company and to dispose of any surplus electricity or
                        energy for any other purposes and on any terms and
                        conditions and in any manner as the Company thinks
                        expedient or convenient and for such purposes to acquire
                        or construct, lay down, establish, fix and carry out all
                        plant, powerhouse, cables, wires, lines, accumulators,
                        transformers, lamps and works and to carry on the
                        business of electricians and engineers and to do,
                        execute and transact all such other works, acts, matters
                        and things as the Company may think expedient or
                        convenient in connection therewith.

                   (r)  To acquire, establish and provide or otherwise arrange
                        for transport of any kinds for the purposes of the
                        business of the Company and to construct any lines or
                        works in connection therewith and work the same by
                        steam, gas, oil, electricity or other fuel or power.

                   (s)  To manufacture or otherwise acquire and deal in
                        containers and packing materials of any kinds including
                        those made of glass, earthenware, metal, cardboard, etc.

                   (t)  To sink wells and shafts, and to make, build and
                        construct, lay down, acquire and maintain, reservoirs,
                        water works, cisterns, tanks, culverts, filter-beds,
                        main and other pipes, plant, machinery and appliances
                        and to execute and do all other works and things
                        expedient or convenient for obtaining, storing and
                        delivering water for the purposes of the business of the
                        Company and to dispose of any surplus water for any
                        other purposes and on any terms and conditions and in
                        any manner as the Company thinks expedient or
                        convenient.

                   (u)  To apply for, purchase or otherwise acquire any patents,
                        brevets d'invention, licences, concessions and the like
                        conferring an exclusive or non-exclusive or limited
                        right to use, any secret or other information as to any
                        invention which may seem capable of being used for any
                        of the purposes of the Company, or acquisition of which
                        may seem to be expedient or convenient or calculated
                        directly or indirectly to benefit this Company and to
                        use, exercise, develop or grant licences in respect of
                        or otherwise turn to account the property rights and
                        information so acquired.

                                                                             -5-
<PAGE>

                   (v)  To purchase or otherwise acquire from time to time and
                        to manufacture and deal in all such raw materials,
                        stores, stock-in-trade, goods including finished goods,
                        chattles and effects as may be necessary, expedient or
                        convenient for any business for the time being carried
                        on by the Company.

                   (w)  To pay all costs, charges and expenses incurred or
                        sustained in or about the promotion and establishment of
                        the Company, or which the Company shall consider to be
                        preliminary including therein the cost of advertising,
                        commissions for underwriting, brokerage, printing and
                        stationery and expenses attendant upon the formation of
                        agencies and local boards.

                   (x)  To enter into any partnership or any arrangement for
                        sharing profits, union of interests, joint ventures,
                        reciprocal concession or otherwise with any person or
                        persons or corporation carrying on or engaged in or
                        about to carry on or engage in, any business or
                        enterprise which this Company is authorised to carry on
                        or engage in, or any business or transaction capable of
                        being conducted so as directly or indirectly to benefit
                        or to be expedient for the purposes of this Company and
                        to take or otherwise acquire and hold shares or stock in
                        or securities of and to subsidise or otherwise assist
                        any such Company and to sell, hold reissue with or
                        without guarantee or otherwise deal with such shares,
                        stock or securities.

                   (y)  To purchase or otherwise acquire all or any part of the
                        business, property and liabilities of any person,
                        company, society, or partnership formed for all or any
                        of the purposes within the objects of this Company and
                        to conduct and carry on or liquidate and wind up any
                        such business.

                   (z)  To enter into any arrangement with any Government or
                        authorities, supreme, municipal, local or otherwise that
                        may seem conducive to the Company's objects or any of
                        them and to obtain from any such Government or authority
                        any rights, privileges and concessions which the Company
                        may think fit, desirable or expedient to obtain and to
                        carry out, exercise and comply with any such
                        arrangements, rights, privileges and concessions.

                   (a1)  To provide for the welfare of person in the employment
                         of the Company, or formerly engaged in any business
                         acquired by the Company and the wives, widows, families
                         or dependants of such persons by grants of money,
                         pensions or other payments, and by establishing and
                         supporting or aiding in the establishment and support
                         of associations, institutions, funds, trusts,
                         conveniences and by providing or subscribing towards
                         places of instruction and recreation and hospitals,
                         dispensaries, medical and other attendances and other
                         assistance, as the Company shall think fit and to form,
                         subscribe to or otherwise aid benevolent, religious,
                         scientific, national, social, public, or other
                         institutions or objects, or any exhibitions

                                                                             -6-
<PAGE>

                    which shall have any moral or other claims to support or aid
                    by the Company by reason of the locality of its operations
                    or otherwise.

               (a1) (i)  To undertake, carry out, promote and sponsor rural
                         development including any programme for promoting the
                         social and economic welfare or uplift of the public in
                         any rural area if the Directors consider it likely to
                         promote and assist rural development and to give
                         contributions to any recognised authority or
                         institution and/or to incur any expenditure on any
                         programme of rural development and to assist execution
                         and promotion thereof either directly or through an
                         independent agency or in other manner. Without
                         prejudice to the generality of the foregoing, the words
                         "rural area" shall include such areas as may be
                         regarded as rural areas under Section 35 CC of the
                         Income-tax Act, 1961 or any other law relating to rural
                         development for the time being in force or as may be
                         regarded by the Directors as rural areas and the
                         Directors may at their discretion in order to implement
                         any of the above mentioned objects or purposes transfer
                         without consideration or at such fair or concessional
                         value as the Directors may think fit and divest the
                         ownership of any property of the Company to or in
                         favour of any public or local body or authority or
                         central or state government or any public institutions
                         or trust established under any law for the time being
                         in force or registered or approved by the central or
                         state Government or any authority specified in that
                         behalf.

               (a1) (ii) To undertake, carry out, promote and sponsor or assist
                         any activity for the promotion and growth of the
                         national economy and for discharging what the Directors
                         may consider to be the social and moral
                         responsibilities of the Company to the public or any
                         section of the public as also any activity which the
                         Directors consider likely to promote national welfare
                         or the social, economic, moral uplift of the public or
                         any section of the public and by such means as the
                         Directors may think fit and the Directors may without
                         prejudice to the generality of the foregoing undertake,
                         carry out, promote and sponsor any activity for
                         publication of any books, literature, newspaper, etc.
                         for organising lectures or seminars, likely to advance
                         these objects or for giving merit awards, scholarships,
                         loans or any other assistance to deserving students or
                         other scholars or persons to enable them to prosecute
                         their studies or academic pursuits or researches or for
                         establishing, conducting or assisting any institution,
                         fund, trust, etc. having any one of the aforesaid
                         objects as one of its objects by giving donations or
                         otherwise in any other manner and the Directors may at
                         their discretion in order to implement any of the above
                         mentioned objects or purposes transfer without
                         consideration or at such fair or concessional values as
                         the Director may think fit and divest the ownership of
                         any property of the Company to or in

                                                                             -7-
<PAGE>

                         favour of any public institutions or trusts established
                         under any law for the time being in force or registered
                         or approved by the central or state Government or any
                         authority specified in that behalf.

               (a2)  From time to time to subscribe or contribute to any
                     charitable, benevolent or useful object of a public
                     character the support of which will, in the opinion of the
                     Company, tend to increase its repute or popularity among
                     its employees, its customers or the public.

               (a3)  To promote any company or companies for the purpose of
                     acquiring all or any of the properties, rights and
                     liabilities of this Company or for any other purpose which
                     may seem directly or indirectly calculated to benefit this
                     Company.

               (a4)  Generally to purchase, take on lease or in exchange, hire
                     or otherwise acquire any real and personal property and any
                     rights or privileges which the Company may think necessary,
                     expedient or convenient for the purpose of its business and
                     in particular any lands, buildings, easements, machinery,
                     plant and stock-in-trade.

               (a5)  To construct, maintain, alter, improve and enlarge any
                     buildings or works necessary or convenient for the purposes
                     of the Company.

               (a6)  To construct, carry out, maintain, improve, manage, work,
                     control, and superintend any roads, ways, tramways,
                     railways, branches, or sidings, bridges, reservoirs,
                     canals, docks, wharves, water-courses, hydraulic works, gas
                     works, electric works, factories, mills, warehouses and
                     other works and conveniences which may seem directly or
                     indirectly conducive to any of the Company's objects and
                     contribute to subsidize or otherwise assist or take part in
                     such maintenance, management working, control and
                     superintendence.

               (a7)  To invest and deal with the moneys of the Company not
                     immediately required in shares, stock, bonds, debentures
                     obligations or other securities of any Company or
                     association or in Government securities or in deposit with
                     Banks or in any other instruments or commodities or in any
                     other manner as may from time to time be determined.

               (a8)  To lend money to such persons and on such terms as may seem
                     expedient and in particular to customers and others having
                     dealings with Company and to give any guarantee or
                     indemnity as may seem expedient.

               (a9)  To borrow or raise or secure the payment of money by
                     mortgage or by the issue of debentures or debenture stock
                     perpetual or otherwise, or in such other manner as the
                     Company shall think fit and for the purposes

                                                                             -8-
<PAGE>

                     aforesaid to charge all or any of the Company's property or
                     assets present and future including its uncalled and
                     collaterally or further to secure any securities of the
                     Company by a Trust Deed or other assurance and to redeem,
                     purchase or pay off any such security.

               (al0) Upon any issue of shares, debentures or other securities of
                     the Company to employ brokers, commission agents and
                     underwriters and to provide its remuneration of such
                     persons for their services by payment in cash, or by the
                     issue of shares, debentures or other securities of the
                     Company, or by the granting of options, to take the same,
                     or in any other manner allowed by law.

               (a11) To draw, make, accept, endorse, discount, execute, and
                     issue promissory notes, bills of exchange, hundies, bills
                     of lading, warrants, debentures and other negotiable or
                     transferable instruments.

               (al2) To undertake and execute any trusts the undertaking whereof
                     may seem desirable or expedient, and either gratuitously or
                     otherwise.

               (a13) To sell or dispose of the undertaking of the Company or any
                     part thereof in such manner and for such consideration as
                     the Company may think fit, and in particular for shares
                     (fully or partly paid-up) debentures, debenture stock or
                     securities of any other Company whether promoted by the
                     Company for the purpose or not and to improve, manage,
                     develop, exchange, lease, dispose of, turn to account or
                     otherwise deal with all or any part of the property and
                     rights of the Company.

               (al4) To adopt such means of making known the production of the
                     Company as may seem expedient or convenient and in
                     particular by advertising in the press by circulars, by
                     purchase and exhibition of works of art or interest, by
                     publication of books and periodicals and by granting
                     prizes, rewards and donations.

               (al5) To establish and maintain local registers, agencies and
                     branch places of business and procure the Company to be
                     registered or recognized and carry on business in any part
                     of the world.

               (al6) To sell, improve, manage, develop, exchange, enfranchise,
                     lease, mortgage, dispose of, turn to account or otherwise
                     deal with all or any part of the property and rights of the
                     Company.

               (al7) To place, to reserve or to distribute as dividend or bonus
                     among the members or otherwise to apply as the Company may
                     from time to time think fit, any moneys of the company
                     including moneys received by way of premium on shares or
                     debentures issued at a premium by the Company and any
                     moneys received in respect of dividends accrued on

                                                                             -9-
<PAGE>

                     forfeited shares and also moneys arising from the sale by
                     the Company of forfeited shares or from unclaimed
                     dividends.

               (al8) To distribute any of the Company's property among the
                     members in specie or kind.

               (a19) To do all or any of the above things in any part of the
                     world and either as principals, agents, trustees or
                     otherwise and either alone or in conjunction with others
                     and by or through agents, sub-contractors, trustees or
                     otherwise.

               (a20) To do all such other things as are incidental or the
                     Company may think expedient or conducive to the attainment
                     of the above objects or any of them.

               (a2l) To carry on the business of leasing and hire purchase and
                     to acquire, to provide on lease or to provide on hire
                     purchase basis, all types of industrial and office plant,
                     equipment, machinery, vehicles, buildings and real estate,
                     required for manufacturing, processing, transportation, and
                     trading businesses and other commercial and service
                     businesses.

               AND it is hereby declared that the word Company in this clause
               shall be deemed to include any partnership or other body of
               persons whether incorporated or not and whether domiciled in
               India or elsewhere and the intention is that the objects
               specified in each sub-clause of paragraph of this Clause shall
               except where otherwise expressed such sub-clause or paragraph, be
               in no ways limited or restricted by reference to or inference
               from the terms of any other sub-clause or paragraph or the name
               of the Company but may be carried out in as full and ample a
               manner and construed in as wide a sense as if each of the said
               sub-clause or paragraphs defines the objects of a separate
               distinct and independent company.

Members        4. The Liability of the members is limited.
liability
limited

Capital        5. The Authorised Share Capital of the Company is
                   Rs.720,000,000/-(Rupees Seven Hundred and Twenty Million)
                   divided into 235,000,000 (Two hundred and thirty five
                   million) Equity Shares of Rs.2/- (Rupees two only) each and
                   25,000,000 preference shares of Rs.10/- (Rupees Ten only)
                   each, with power to increase and reduce or consolidate or
                   sub-divide the capital of the Company and to divide the
                   shares in the Capital for the time being into several classes
                   and to attach thereto respectively such preferential,
                   deferred, qualified or special rights, privileges or
                   conditions as may be determined by or accordance with the
                   Articles of Association of the Company for the time being and
                   to verify, modify or abrogate any such rights, privileges or
                   conditions in such manner as may for the time being be
                   permitted by the Act or provided by the Articles of
                   Association of the Company for the time being.

                                                                            -10-
<PAGE>

                         We, the several persons, whose names and addresses are
                   subscribed thereto, are desirous of being formed into a
                   Company in pursuance of this Memorandum of Association and we
                   respectively agree to take the number of shares in the
                   Capital of the Company set opposite to our respective names.

<TABLE>
<CAPTION>
                                                                          Number of Shares
                                     Address and description of            taken by each
          Names                               subscribers                    subscriber                 Witness
- ----------------------------         ---------------------------          ----------------          ---------------------
<S>                                  <C>                                  <C>                       <C>
Sd. R. M. Chinoy                     Radio House,                                50                 Sd. N. P. Vansia
                                     Apollo Bunder,
                                     Fort, Bombay,
                                     Director, Indian
                                     Radio & Cable Com-munication
                                     Co., Ltd.

Sd. Pranlal Devkaran                 17, Elphinstone Circle,                    100                 Sd. N. P. Vansia
     Nanjee                          Fort, Bombay,
                                     Banker.

Sd. Behram N. Karanjia               17-19, Bomanji                              50                 Sd. N. P. Vansia
                                     Master Road,
                                     Kalbadevi Road,
                                     Bombay-2
                                     General Merchant.

Sd. Ratansey Karsondas               9, Wallace Street,                          50                 Sd. N. P. Vansia
     Vissanji                        Fort, Bombay,
                                     Director, Wallace
                                     Flour Mills, Ltd.

Sd. Dewjee Tokarsee                  17, Bazargate Street,                       50                 Sd. N. P. Vansia
     Mooljee                         Fort, Bombay,
                                     General Merchant.

Sd. Ratilal Mulji Gandhi             c/o Messrs R. Ratilal                      100                 Sd. N. P. Vansia
                                     & Co. Teju Kaya
                                     Building, Chinch
                                     Bunder Road,
                                     Bombay-9
                                     General Merchant.

Sd. Mohamed Husein                   Botawala Building,                         100                 Sd. N. P. Vansia
     Hasham Premji                   8, Elphinstone Circle,
                                     Fort, Bombay,
                                     General Merchant.

Sd. Gangaram Vallabhji               Botawala Building,                          50                 Sd. N. P. Vansia
                                     8, Elphinstone Circle,
                                     Fort, Bombay,
                                     Merchant.
</TABLE>

                                                                            -11-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>
                                                                     EXHIBIT 3.3

                                [GRAPHIC OMITTED]

                     [Section 18(3) of Companies Act, 1956]
                CERTIFICATE OF REGISTRATION OF THE ORDER OF COURT
                  CONFIRMING TRANSFER OF THE REGISTERED OFFICE
                            FROM ONE STATE TO ANOTHER

         The WIPRO LIMITED having by special resolution altered the provisions
of its Memorandum of Association with respect to the place of the registered
office by changing it from the state of Maharashtra to the state of Karnataka
and such alteration having been confirmed by an order of Company Law Board,
Western Region Bench, bearing date the 9th May, 1996.

         I hereby certify that a certified copy of the said order has this day
been registered.

         Given under my hand at Bangalore this Tenth day of July one thousand
nine hundred and Ninety Six.

                                                /s/V. SREENIVASA RAO
                                                (V. Sreenivasa Rao).
J. S. C.-6                                      Registrar of Companies
                                                Karnataka : Bangalore.
<PAGE>

- --------------------------------------------------------------------------------
                                [GRAPHIC OMITTED]

                       FRESH CERTIFICATE OF INCORPORATION
                          CONSEQUENT ON CHANGE OF NAME

                                  No. 4713/GTA

                   IN THE OFFICE OF THE REGISTRAR OF COMPANIES
                              MAHARASHTRA, BOMBAY.
                   [Under the Companies Act, 1956 (1 of 1956)]

                    In the matter of *WIPRO PRODUCTS LIMITED.


         I hereby certify that WIPRO PRODUCTS LIMITED, which was originally
incorporated on TWENTY NINTH day of December 1945 under the +INDIAN COMPANIES
ACT, 1913, and under the name WIPRO PRODUCTS LIMITED having duly passed the
necessary resolution in terms of Section 21/22(I)(a)/22(I)(b) of Companies Act,
1956, and the approval of the Central Government signified in writing having
been accorded thereto in the DEPARTMENT OF COMPANY AFFAIRS.

         Regional Director WESTERN REGION letter no. RD : 110(21)1/84 dated
31-3-1984 the name of the said company is this day changed to WIPRO LIMITED and
this certificate is issued pursuant to Section 23(1) of the said Act.

         Given under my hand at BOMBAY this day of TWENTY EIGHTH APRIL 1984 (One
Thousand Nine Hundered EIGHTYFOUR).

THE SEAL OF THE REGISTRAR OF COMPANIES
MAHARASHTRA
[GRAPHIC OMITTED]
                                                            Sd/-
                                                       (U.C. NAHTA)
                                               Addl. Registrar of Companies
                                                   Maharashtra, Bombay.

- --------------------------------------------------------------------------------
* Here give the name of the Company as existing prior to the change.
+ Here give the name of the Act(s) under which the Company was originally
  registered and incorporated.
<PAGE>

- --------------------------------------------------------------------------------
                       FRESH CERTIFICATE OF INCORPORATION
                          CONSEQUENT ON CHANGE OF NAME

            In the office of the Registrar of Companies, Maharashtra
                   (under the Companies Act, 1956 (1 of 1956)

                                In the matter of
                    *WESTERN INDIA VEGETABLE PRODUCTS LIMITED

         I hereby certify the WESTERN INDIA VEGETABLE PRODUCTS, LIMITED, which
was originally incorporated on TWENTY NINTH day, DECEMBER 1945 under the @
INDIAN COMPANIES Act, 1913 and under the name WESTERN INDIA VEGETABLE PRODUCTS
Limited having duly passed the necessary resolution in terms of Section 21 of
the Companies Act, 1956, and the approval of the Central Government signified in
writing having been accorded thereto in the Regional Director, Company Law
Board, Western Region, Bombay letter No. RD : 8(21) 5/77 dated 6/6/1977, the
name of the said company is this day changed to WIPRO PRODUCTS LIMITED and this
certificate is issued pursuant to Section 23(1) of the said Act.

         Given under my hand at BOMBAY this SEVENTH day of JUNE 1977 (One
thousand nine hundred and SEVENTY SEVEN).

THE SEAL OF THE REGISTRAR OF COMPANIES
MAHARASHTRA
[GRAPHIC OMITTED]
                                                              Sd/-
                                                        (V.M. GODBOLE)
                                                 Asstt. Registrar of Companies,
                                                      Maharashtra, Bombay

- --------------------------------------------------------------------------------
* Here give the name of the Company as existing prior to the change.
@ Here give the name of the Act(s) under which the Company was originally
  registered and incorporated.
<PAGE>

                          CERTIFICATE OF INCORPORATION

                             No. 4713 of 1945 - 1946

                                    ---------

I hereby Certify that "WESTERN INDIA VEGETABLE PRODUCTS LIMITED" is this day
incorporated under the Indian Companies' Act, VII of 1913, and that the Company
is Limited.

         Given under my hand at Bombay this Twenty-ninth day of December One
thousand nine hundred and forty-five.

THE SEAL OF THE REGISTRAR OF COMPANIES
MAHARASHTRA
[GRAPHIC OMITTED]
                                                           Sd/-
                                                     BEHRAMJI M. MODI
                                                  Registrar of Companies
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FORM OF DEPOSIT AGREEMENT
<TEXT>

<PAGE>

                                                                     Exhibit 4.1

________________________________________________________________________________

                                 WIPRO LIMITED

                                      AND

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                 As Depositary

                                      AND

                    HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                              -------------------

                               Deposit Agreement

                           Dated as of June  , 2000

________________________________________________________________________________
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
PARTIES...................................................................    1

RECITALS..................................................................    1

Section 1.     Certain Definitions

  (a)          ADR Register...............................................    1
  (b)          ADRs; Direct Registration ADRs.............................    1
  (c)          ADS........................................................    1
  (d)          Custodian..................................................    1
  (e)          Deliver, execute, issue et al..............................    1
  (f)          Delivery Order.............................................    1
  (g)          Deposited Securities.......................................    1
  (h)          Direct Registration System.................................    1
  (i)          Government Approval........................................    1
  (j)          Holder.....................................................    1
  (k)          Initial Deposit............................................    1
  (l)          Securities Act of 1933.....................................    1
  (m)          Securities Exchange Act of 1934............................    1
  (n)          Shares.....................................................    1
  (o)          Transfer Office............................................    1
  (p)          Withdrawal Order...........................................    1

Section 2.     ADR Certificates...........................................    2
Section 3.     Deposit of Shares..........................................    2
Section 4.     Issue of ADRs..............................................    2
Section 5.     Distributions on Deposited Securities......................    3
Section 6.     Withdrawal of Deposited Securities.........................    3
Section 7.     Substitution of ADRs.......................................    3
Section 8.     Cancellation and Destruction of ADRs.......................    3
Section 9.     The Custodian..............................................    3
Section 10.    Co-Registrars and Co-Transfer Agents.......................    4
Section 11.    Lists of Holders...........................................    4
Section 12.    Depositary's Agents........................................    4
Section 13.    Successor Depositary.......................................    4
Section 14.    Reports....................................................    5
Section 15.    Additional Shares..........................................    5
Section 16.    Indemnification............................................    5
Section 17.    Notices....................................................    6
Section 18.    Miscellaneous..............................................    6

TESTIMONIUM...............................................................    9

SIGNATURES................................................................    9
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----

                                   EXHIBIT A
                                   ---------

<S>                                                                        <C>
FORM OF FACE OF ADR.......................................................  A-1
- -------------------

    Introductory Paragraph................................................  A-1

        (1)     Issuance of ADRs..........................................  A-1
        (2)     Withdrawal of Deposited Securities........................  A-2
        (3)     Transfers of ADRs.........................................  A-3
        (4)     Certain Limitations.......................................  A-3
        (5)     Taxes A-4.................................................  A-4
        (6)     Disclosure of Interests...................................  A-4
        (7)     Charges of Depositary.....................................  A-5
        (8)     Available Information.....................................  A-5
        (9)     Execution.................................................  A-6

    Signature of Depositary...............................................  A-6

    Address of Depositary's Office........................................  A-6

FORM OF REVERSE OF ADR....................................................  A-7
- ----------------------

        (10)    Distributions on Deposited Securities.....................  A-7
        (11)    Record Dates..............................................  A-8
        (12)    Voting of Deposited Securities............................  A-8
        (13)    Changes Affecting Deposited Securities....................  A-8
        (14)    Exoneration...............................................  A-9
        (15)    Resignation and Removal of Depositary; the
                Custodian.................................................  A-9
        (16)    Amendment................................................. A-10
        (17)    Termination............................................... A-10
</TABLE>

                                     -ii-
<PAGE>

     DEPOSIT AGREEMENT dated as of June   , 2000 (this "Deposit Agreement"),
among WIPRO LIMITED and its successors (the "Company"), MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as depositary hereunder (the "Depositary"), and all holders
from time to time of American Depositary Receipts issued hereunder ("ADRs")
evidencing American Depositary Shares ("ADSs") representing deposited Shares
(defined below).  The parties hereto agree as follows:

     1.   Certain Definitions.
          -------------------

     (a)       "ADR Register" is defined in paragraph (3) of the form of ADR.
                ------------

     (b)       "ADRs" mean the American Depositary Receipts executed and
                ----
delivered hereunder. ADRs may be either in physical certificated form or Direct
Registration ADRs. ADRs in physical certificated form shall be substantially in
the form of Exhibit A annexed hereto (the "form of ADR"). The term "Direct
                                           -----------              ------
Registration ADR" means an ADR, the ownership of which is recorded on the Direct
- ----------------
Registration System. References to "ADRs" shall include certificated ADRs and
Direct Registration ADRs, unless the context otherwise requires. The form of ADR
is hereby incorporated herein and made a part hereof; the provisions of the form
of ADR shall be binding upon the parties hereto.

     (c)       Subject to paragraph (13) of the form of ADR, each "ADS"
                                                                   ---
evidenced by an ADR represents the right to receive one Share and a pro rata
share in any other Deposited Securities.

     (d)       "Custodian" means the agent or agents of the Depositary (singly
                ---------
or collectively, as the context requires) and any additional or substitute
Custodian appointed pursuant to Section 9. The initial Custodian hereunder is
ICICI Limited.

     (e)       The terms "Deliver", "execute", "issue", "register", "surrender",
                          -------    -------    -----    -------     --------
"transfer" or "cancel", when used with respect to Direct Registration ADRs,
 --------      ------
shall refer to an entry or entries or an electronic transfer or transfers in the
Direct Registration System.

     (f)       "Delivery Order" is defined in Section 3.
               --------------

     (g)       "Deposited Securities" as of any time means all Shares at such
                --------------------
time deposited under this Deposit Agreement and any and all other Shares,
securities, property and cash at such time held by the Depositary or the
Custodian in respect or in lieu of such deposited Shares and other Shares,
securities, property and cash.

     (h)       "Direct Registration System" means the direct registration system
                --------------------------
maintained by the Depositary, pursuant to which the Depositary may record the
ownership of uncertificated ADRs, which ownership shall be evidenced by periodic
statements
<PAGE>

issued by the Depositary to the Holders entitled thereto.


     (i)       "Government Approval" means the approval by the Government of
                -------------------
India's Ministry of Finance of the Company's proposal to issue ADSs pursuant to
the offering described in the Company's Registration Statement on Form F-1 (No.
333-   ) filed under the Securities Act of 1933.

     (j)       "Holder" means the person or persons in whose name an ADR is
                ------
registered on the ADR Register.

     (k)       "Initial Deposit" means the deposit of Shares with the Custodian
                ---------------
by the Company pursuant to this Deposit Agreement and the Underwriting Agreement
between the Company and the Underwriters named therein dated June  , 2000. Such
Shares will be evidenced by a certificate registered in the name of the
Custodian or its nominee for the account of the Depositary.

     (l)       "Securities Act of 1933" means the United States Securities Act
                ----------------------
of 1933, as from time to time amended.

     (m)       "Securities Exchange Act of 1934" means the United States
                -------------------------------
Securities Exchange Act of 1934, as from time to time amended.

     (n)       "Shares" mean the equity shares in registered form of the Company
                ------
and shall include the rights to receive Shares specified in paragraph (1) of the
form of ADR.

     (o)       "Transfer Office" is defined in paragraph (3) of the form of ADR.
                ---------------

     (p)       "Withdrawal Order" is defined in Section 6.
                ----------------

     2.   ADR Certificates.  (a)  ADRs in certificated form shall be (i)
          ----------------
engraved, printed or otherwise reproduced at the discretion of the Depositary in
accordance with its customary practices in its American depositary receipt
business, or at the request of the Company typewritten and photocopied on plain
or safety paper; provided, however, that such ADRs shall comply with all
                 --------  -------
applicable rules of any stock exchange on which the ADSs are listed for trading,
and (ii) substantially in the form set forth in the form of ADR, with such
changes as may be required by the Depositary or the Company to comply with their
obligations hereunder, any applicable law, regulation, stock exchange rule or
usage or to indicate any special limitations or restrictions to which any
particular ADRs are subject.  ADRs may be issued in denominations of any number
of ADSs.  ADRs in certificated form shall be executed by the Depositary by the
manual or facsimile signature of a duly authorized officer of the Depositary.
ADRs in certificated form bearing the facsimile signature of anyone

                                       2
<PAGE>

who was at the time of execution a duly authorized officer of the Depositary
shall bind the Depositary, notwithstanding that such officer has ceased to hold
such office prior to the delivery of such ADRs.

     (b)  Direct Registration ADRs. Notwithstanding anything in this
          ------------------------
Deposit Agreement or in the form of ADR to the contrary, at such time as Direct
Registration ADRs are permitted within the system of The Depository Trust
Company, ADSs shall be evidenced by Direct Registration ADRs, unless
certificated ADRs are specifically requested by the Holder.

     (c)  Holders shall be bound by the terms and conditions of this Deposit
Agreement and of the form of ADR, regardless of whether their ADRs are Direct
Registration ADRs or certificated ADRs.

     3.   Deposit of Shares. In connection with the deposit of Shares hereunder,
          -----------------
the Depositary or the Custodian may require the following in form satisfactory
to it: (a) a written order directing the Depositary to issue to, or upon the
written order of, the person or persons designated in such order a certificated
ADR or ADRs or Direct Registration ADR or ADRs evidencing the number of ADSs
representing such deposited Shares (a "Delivery Order"); (b) proper endorsements
or duly executed instruments of transfer in respect of such deposited Shares;
(c) in the case of any deposit other than the Initial Deposit, instruments
assigning to the Custodian or its nominee any distribution on or in respect of
such deposited Shares or indemnity therefor; and (d) in the case of any deposit
other than the Initial Deposit, proxies entitling the Custodian to vote such
deposited Shares. As soon as practicable after the Custodian receives Deposited
Securities pursuant to any such deposit (other than the Initial Deposit) or
pursuant to paragraph (10) or (13) of the form of ADR, the Custodian shall
present such Deposited Securities for registration of transfer into the name of
the Custodian or its nominee, to the extent such registration is practicable, at
the cost and expense of the person making such deposit (or for whose benefit
such deposit is made) and shall obtain evidence satisfactory to it of such
registration. Deposited Securities shall be held by the Custodian for the
account and to the order of the Depositary at such place or places and in such
manner as the Depositary shall determine. Deposited Securities may be delivered
by the Custodian to any person only under the circumstances expressly
contemplated in this Deposit Agreement.

     After the Initial Deposit, unless otherwise agreed by the Depositary and
the Company and permitted by applicable law, only the following may be deposited
under this Deposit Agreement:  (i) Shares issued as a dividend or free
distribution in respect of Deposited Securities; (ii) Shares subscribed for or
acquired by holders from the Company through the exercise of rights distributed
by the Company to such persons in respect of

                                       3
<PAGE>

Deposited Securities; (iii) securities issued by the Company to the holders in
respect of Deposited Securities as a result of any change in par value,
subdivision, consolidation or other reclassification of Deposited Securities or
otherwise; and (iv) if the Company and the Depositary agree, Shares represented
by depositary receipts issued pursuant to another deposit facility of the
Company. The Company must inform the Depositary if any Shares issued by it which
may be deposited do not, by reason of the date of issue or otherwise, rank pari
passu in all respects with the other deposited securities. Subject to the
provisions of paragraphs (10) and (13) of the form of ADR, if the Depositary
accepts any Shares pursuant to those paragraphs for deposit it will arrange for
the issue of temporary ADRs until such time as the Shares which they represent
become fully fungible with the other Deposited Securities.

     Shares may not be deposited by persons located in India, residents of India
or for, or on the account of, such persons (except that Shares may be deposited
by the Company and the Custodian).

     4.   Issue of ADRs.  After any such deposit of Shares, the Custodian shall
          -------------
notify the Depositary of such deposit and of the information contained in any
related Delivery Order by letter, first class airmail postage prepaid, or, at
the request, risk and expense of the person making the deposit, by cable, telex
or facsimile transmission.  After receiving such notice from the Custodian, the
Depositary, subject to this Deposit Agreement, shall properly issue at the
Transfer Office, to or upon the order of any person named in such notice, an ADR
or ADRs registered as requested and evidencing the aggregate ADSs to which such
person is entitled.

     5.   Distributions on Deposited Securities.  To the extent that the
          -------------------------------------
Depositary determines in its discretion that any distribution pursuant to
paragraph (10) of the form of ADR is not practicable with respect to any Holder,
the Depositary may make such distribution as it so deems practicable, including
the distribution of foreign currency, securities or property (or appropriate
documents evidencing the right to receive foreign currency, securities or
property) or the retention thereof as Deposited Securities with respect to such
Holder's ADRs (without liability for interest thereon or the investment
thereof).

     6.   Withdrawal of Deposited Securities.  In connection with any surrender
          ----------------------------------
of an ADR for withdrawal of the Deposited Securities represented by the ADSs
evidenced thereby, the Depositary may require (i) proper endorsement in blank of
such ADR (or duly executed instruments of transfer thereof in blank) in the case
of a certificated ADR or (ii) proper instructions, documentation and endorsement
in blank in the case of a Direct Registration ADR, together in each case with
the Holder's written order directing the Depositary to cause the Deposited
Securities

                                       4
<PAGE>

represented by the ADSs evidenced by such ADR to be withdrawn and delivered to,
or upon the written order of, any person designated in such order (a "Withdrawal
Order"). Directions from the Depositary to the Custodian to deliver Deposited
Securities shall be given by letter, first class airmail postage prepaid, or, at
the request, risk and expense of the Holder, by cable, telex or facsimile
transmission. Delivery of Deposited Securities may be made by the delivery of
certificates (which, if required by law, shall be properly endorsed or
accompanied by properly executed instruments of transfer or, if such
certificates may be registered, registered in the name of such Holder or as
ordered by such Holder in any Withdrawal Order) or by such other means as the
Depositary may deem practicable. Unless current applicable Indian law changes,
once withdrawn from the ADR facility, Shares may not be redeposited.

     7.   Substitution of ADRs.  The Depositary shall execute and deliver a new
          --------------------
Direct Registration ADR or, upon the request of the Holder, a new certificated
ADR, in exchange and substitution for any mutilated certificated ADR upon
cancellation thereof or in lieu of and in substitution for such destroyed, lost
or stolen certificated ADR, unless the Depositary has notice that such ADR has
been acquired by a bona fide purchaser, upon the Holder thereof filing with the
Depositary a request for such execution and delivery and, in the case of such
destroyed, lost or stolen certificated ADRs, a sufficient indemnity bond and
satisfying any other reasonable requirements imposed by the Depositary.

     8.  Cancellation and Destruction of ADRs.  All ADRs surrendered to the
         ------------------------------------
Depositary shall be canceled by the Depositary.  The Depositary is authorized to
destroy ADRs in certificated form so canceled in accordance with its customary
practices.

     9.   The Custodian.  Any Custodian in acting hereunder shall be subject to
          -------------
the directions of the Depositary and shall be responsible solely to it.  The
Depositary may from time to time appoint one or more agents to act for it as
Custodian hereunder. Each Custodian so appointed (other than Morgan Guaranty
Trust Company of New York) shall give written notice to the Company and the
Depositary accepting such appointment and agreeing to be bound by the applicable
terms hereof.  Any Custodian may resign from its duties hereunder upon at least
30 days' written notice to the Depositary.  The Depositary may discharge any
Custodian at any time upon notice to the Custodian being discharged.  Any
Custodian ceasing to act hereunder as Custodian shall deliver, upon the
instruction of the Depositary, all Deposited Securities held by it to a
Custodian continuing to act.

     10.  Co-Registrars and Co-Transfer Agents.  The Depositary may appoint and
          ------------------------------------
remove (i) co-registrars to register ADRs and transfers, combinations and split-
ups of ADRs and to countersign ADRs in accordance with the terms of any such
appointment and (ii) co-transfer agents for the purpose of effecting transfers,
combinations and split-ups of ADRs at designated transfer offices

                                       5
<PAGE>

in addition to the Transfer Office on behalf of the Depositary. Each co-
registrar or co-transfer agent (other than Morgan Guaranty Trust Company of New
York) shall give notice in writing to the Company and the Depositary accepting
such appointment and agreeing to be bound by the applicable terms of this
Deposit Agreement.

     11.  Lists of Holders.  The Company shall have the right to inspect
          ----------------
transfer records of the Depositary and its agents and the ADR Register, take
copies thereof and require the Depositary and its agents to supply copies of
such portions of such records as the Company may request.  The Depositary or its
agent shall furnish to the Company, promptly upon the written request of the
Company, a list of the names, addresses and holdings of ADSs by all Holders as
of a date within seven days of the Depositary's receipt of such request.

     12.  Depositary's Agents.  The Depositary may perform its obligations under
          -------------------
this Deposit Agreement through any agent appointed by it, provided that the
Depositary shall notify the Company of such appointment and shall remain
responsible for the performance of such obligations as if no agent were
appointed.

     13.  Successor Depositary.  If the Depositary acting hereunder shall resign
          --------------------
or be removed, the Company shall use its best efforts to appoint a bank or trust
company having an office in the Borough of Manhattan, The City of New York, as
successor depositary hereunder.  Every successor depositary shall execute and
deliver to its predecessor and to the Company written acceptance of its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become Depositary hereunder; but such predecessor,
upon payment of all sums due it and on the written request of the Company, shall
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder and assigning all interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the
Holders.  Any bank or trust company into or with which the Depositary may be
merged or consolidated, or to which the Depositary shall transfer substantially
all its American depositary receipt business, shall be the successor of the
Depositary without the execution or filing of any document or any further act.
Upon the appointment of any successor depositary hereunder, any agent of the
Depositary then acting hereunder shall forthwith become such agent hereunder of
such successor depositary and such successor depositary shall, on the written
request of any such agent, execute and deliver to such agent any instruments
necessary to give such agent authority as such agent hereunder of such successor
depositary.

     14.  Reports.  On or before the first date on which the Company makes any
          -------
communication available to holders of Deposited Securities or any securities
regulatory authority or stock exchange, by publication or otherwise, the Company
shall transmit to the Depositary a copy thereof in English or with an English

                                       6
<PAGE>

translation or summary.  The Company has delivered to the Depositary, the
Custodian and any Transfer Office, a copy of all provisions of or governing the
Shares and any other Deposited Securities issued by the Company or any affiliate
of the Company and, promptly upon any change thereto, the Company shall deliver
to the Depositary, the Custodian and any Transfer Office, a copy (in English or
with an English translation) of such provisions as so changed.  The Depositary
and its agents may rely upon the Company's delivery thereof for all purposes of
this Deposit Agreement.

     15.  Additional Shares.  Neither the Company nor any company controlling,
          -----------------
controlled by or under common control with the Company shall issue additional
Shares, rights to subscribe for Shares, securities convertible into or
exchangeable for Shares or rights to subscribe for any such securities or shall
deposit any Shares under this Deposit Agreement, except under circumstances
complying in all respects with the Securities Act of 1933.  The Depositary will
use reasonable efforts to comply with written instructions of the Company not to
accept for deposit hereunder any Shares identified in such instructions at such
times and under such circumstances as may reasonably be specified in such
instructions in order to facilitate the Company's compliance with securities
laws in the United States.

     16.  Indemnification.  The Company shall indemnify, defend and save
          ---------------
harmless each of the Depositary and its agents against any loss, liability or
expense (including reasonable fees and expenses of counsel) which may arise out
of acts performed or omitted, in accordance with the provisions of this Deposit
Agreement and of the ADRs, as the same may be amended, modified or supplemented
from time to time in accordance herewith (i) by either the Depositary or its
agents or their respective directors, employees, agents and affiliates, except
for any liability or expense arising out of its negligence or bad faith, or (ii)
by the Company or any of its directors, employees, agents or affiliates.

     The indemnities set forth in the preceding paragraph shall apply to any
liability or expense which may arise out of any misstatement or alleged
misstatement or omission or alleged omission in any registration statement,
proxy statement, prospectus (or placement memorandum), or preliminary prospectus
(or preliminary placement memorandum) relating to the offer or sale of ADSs,
except to the extent any such liability or expense arises out of (i) information
relating to the Depositary or its agents (other than the Company), as
applicable, furnished in writing and not changed or altered by the Company
expressly for use in any of the foregoing documents or (ii) if such information
is provided, the failure to state a material fact necessary to make the
information provided not misleading.

     The Depositary shall indemnify, defend and save harmless the Company
against any loss, liability or expense incurred by the Company in respect of
this Deposit Agreement to the extent such

                                       7
<PAGE>

loss, liability or expense is due to the negligence or bad faith of the
Depositary. The obligations set forth in this Section 16 shall survive the
termination of this Deposit Agreement and the succession or substitution of any
indemnified person.

     17.  Notices.  Notice to any Holder shall be deemed given when first
          -------
mailed, first class postage prepaid, to the address of such Holder on the ADR
Register or received by such Holder. Notice to the Depositary or the Company
shall be deemed given when first received by it at the address or facsimile
transmission number set forth in (a) or (b), respectively, or at such other
address or facsimile transmission number as either may specify to the other by
written notice:

               (a)  Morgan Guaranty Trust Company
                           of New York
                    60 Wall Street (36th Floor)
                    New York, New York 10260
                    Attention:  ADR Administration
                    Fax: (212) 648-5576

               (b)  Wipro Limited
                    Doddakannelli
                    Sarjapur Road
                    Bangalore, Karnataka 560 035
                    India
                    Attention: Mr. Suresh C. Senapaty
                    Fax: 91(80) 844-0054

     18.  Miscellaneous.  This Deposit Agreement is for the exclusive benefit of
          -------------
the Company, the Depositary, the Holders, and their respective successors
hereunder, and shall not give any legal or equitable right, remedy or claim
whatsoever to any other person.  The Holders and owners of ADRs from time to
time shall be parties to this Deposit Agreement and shall be bound by all of the
provisions hereof.  If any such provision is invalid, illegal or unenforceable
in any respect, the remaining provisions shall in no way be affected thereby.
This Deposit Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one
instrument.

                                       8
<PAGE>

          IN WITNESS WHEREOF, WIPRO LIMITED and MORGAN GUARANTY TRUST COMPANY OF
NEW YORK have duly executed this Deposit Agreement as of the day and year first
above set forth and all holders of ADRs shall become parties hereto upon
acceptance by them of ADRs issued in accordance with the terms hereof.

                              WIPRO LIMITED



                              By: _________________________
                              Name:
                              Title:

                              MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK


                              By: _________________________
                              Name:
                              Title:  Vice President

                                       9
<PAGE>

                                   EXHIBIT A
                        ANNEXED TO AND INCORPORATED IN
                               DEPOSIT AGREEMENT
                           -------------------------

                             [FORM OF FACE OF ADR]

                                                       No. of ADSs:
- -------
Number
                                                       --------------------
                                                       Each ADS represents
                                                       One Share

                                                       CUSIP:


                          AMERICAN DEPOSITARY RECEIPT

                                  evidencing

                          AMERICAN DEPOSITARY SHARES

                                 representing

                                 EQUITY SHARES

                                      of

                                 WIPRO LIMITED

                            (Incorporated under the
                        laws of the Republic of India)


     MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, as
depositary hereunder (the "Depositary"), hereby certifies that ___________ is
the registered owner (a "Holder") of _____ American Depositary Shares ("ADSs"),
each (subject to paragraph (13)) representing one equity share in registered
form (including the rights to receive Shares described in paragraph (1),
"Shares" and, together with any other securities, cash or property from time to
time held by the Depositary in respect or in lieu of deposited Shares, the
"Deposited Securities"), of WIPRO LIMITED, a corporation organized under the
laws of the Republic of India (the "Company"), deposited under the Deposit
Agreement dated as of June , 2000 (as amended from time to time, the "Deposit
Agreement"), among the Company, the Depositary and all Holders from time to time
of American Depositary Receipts issued thereunder ("ADRs"), each of whom by
accepting an ADR becomes a party thereto. The Deposit Agreement and this ADR
(which includes the provisions set forth on the reverse hereof) shall be
governed by and construed in accordance with the laws of the State of New York.

     (1)  Issuance of ADRs.  This ADR is one of the ADRs issued under the
          ----------------
Deposit Agreement.  Subject to paragraph (4), the

                                      A-1
<PAGE>

Depositary may so issue ADRs for delivery at the Transfer Office (defined in
paragraph (3)) only against deposit with the Custodian of: (a) Shares in form
satisfactory to the Custodian; (b) rights to receive Shares from the Company or
any registrar,transfer agent, clearing agent or other entity recording Share
ownership or transactions; or (c) other rights to receive Shares (until such
Shares are actually deposited pursuant to (a) or (b) above, "Pre-released ADRs")
only if (i) Pre-released ADRs are fully collateralized (marked to market daily)
with cash or U.S. government securities held by the Depositary for the benefit
of Holders (but such collateral shall not constitute "Deposited Securities"),
(ii) each recipient of Pre-released ADRs agrees in writing with the Depositary
that such recipient (a) owns such Shares, (b) assigns all beneficial right,
title and interest therein to the Depositary, (c) holds such Shares for the
account of the Depositary and (d) will deliver such Shares to the Custodian as
soon as practicable and promptly upon demand therefor and (iii) all Pre-released
ADRs evidence not more than 30% of all ADSs (excluding those evidenced by Pre-
released ADRs), provided, however, that the Depositary reserves the right to
                --------  -------
change or disregard such limit from time to time as it deems appropriate. The
Depositary may retain for its own account any earnings on collateral for Pre-
released ADRs and its charges for issuance thereof. At the request, risk and
expense of the person depositing Shares, the Depositary may accept deposits for
forwarding to the Custodian and may deliver ADRs at a place other than its
office. Every person depositing Shares under the Deposit Agreement represents
and warrants that such Shares are validly issued and outstanding, fully paid,
nonassessable and free of pre-emptive rights of holders of outstanding Shares,
that the person making such deposit is duly authorized so to do and that such
Shares (A) are not "restricted securities" as such term is defined in Rule 144
under the Securities Act of 1933 unless at the time of deposit they may be
freely transferred in accordance with Rule 144(k) and may otherwise be offered
and sold freely in the United States or (B) have been registered under the
Securities Act of 1933. Such representations and warranties shall survive the
deposit of Shares and issuance of ADRs. The Depositary will not knowingly accept
for deposit under the Deposit Agreement any Shares required to be registered
under the Securities Act of 1933 and not so registered; the Depositary may
refuse to accept for such deposit any Shares identified by the Company in order
to facilitate the Company's compliance with such Act or whenever the Depositary
is notified in writing that the Company has restricted transfer of shares if
such transfer would result in the ownership of the Shares being in violation of
any applicable laws or regulations (including stock exchange regulations), the
Government Approval or the Memorandum and Articles of Association of the
Company. The Depositary may also refuse to accept Shares for deposit if such
action is deemed necessary or desirable by the Depositary, in good faith, at any
time or from time to time because of any requirement or law or rule of any
government or governmental authority, body or

                                      A-2
<PAGE>

commission or stock exchange or under any provision of this Deposit Agreement or
for any other reason.

     (2)  Withdrawal of Deposited Securities.  Subject to paragraphs (4) and
          ----------------------------------
(5), upon surrender of (i) a certificated ADR in form satisfactory to the
Depositary at the Transfer Office or (ii) proper instructions and documentation
in the case of a Direct Registration ADR, the Holder hereof is entitled to
delivery at the Custodian's office of the whole number of Deposited Securities
at the time represented by the ADSs evidenced by this ADR.  At the request, risk
and expense of the Holder hereof, the Depositary may deliver such Deposited
Securities at such other place as may have been requested by the Holder.  A
stamp duty of 0.5 per cent (or such percentage as may be applicable at the
relevant time) of the market value of the Shares will be charged in respect of
any withdrawal of Shares and such stamp duty will be payable by the relevant
Holder.  However, no stamp duty will be payable for transfer of Shares held in
dematerialized form.  Any subsequent transfer by the Holder of the Shares after
withdrawal will require the approval of the Reserve Bank of India, which
approval must be obtained by the purchaser and the Company under Section
29(1)(b) and 19(4), respectively, of the Foreign Exchange Regulation Act, 1973
unless the transfer is on a stock exchange or in connection with an offer under
the Indian takeover regulations.  Notwithstanding any other provision of the
Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be
restricted only for the reasons set forth in General Instruction I.A.(1) of Form
F-6 (as such instructions may be amended from time to time) under the Securities
Act of 1933.

     (3)  Transfers of ADRs.  The Depositary or its agent will keep, at a
          -----------------
designated transfer office in the Borough of Manhattan, The City of New York
(the "Transfer Office"), (a) a register (the "ADR Register") for the
registration, registration of transfer, combination and split-up of ADRs, which,
in the case of Direct Registration ADRs, shall include the Direct Registration
System, which at all reasonable times will be open for inspection by Holders and
the Company for the purpose of communicating with Holders in the interest of the
business of the Company or a matter relating to the Deposit Agreement and (b)
facilities for the delivery and receipt of ADRs. The term ADR Register includes
the Direct Registration System.  Title to this ADR (and to the Deposited
Securities represented by the ADSs evidenced hereby), when properly endorsed in
the case of ADRs in certificated form or upon delivery to the Depositary of
proper instruments of transfer, is transferable by delivery with the same effect
as in the case of negotiable instruments under the laws of the State of New
York; provided that the Depositary, notwithstanding any notice to the contrary,
      --------
may treat the person in whose name this ADR is registered on the ADR Register as
the absolute owner hereof for all purposes.  Subject to paragraphs (4) and (5),
this ADR is transferable on the ADR Register and may

                                      A-3
<PAGE>

be split into other ADRs or combined with other ADRs into one ADR, evidencing
the same number of ADSs evidenced by this ADR, by the Holder hereof or by such
Holder's duly authorized attorney upon surrender of this ADR at the Transfer
Office properly endorsed (in the case of ADRs in certificated form) or upon
delivery to the Depositary of proper instruments of transfer and duly stamped as
may be required by applicable law; provided that the Depositary may close the
                                   --------
ADR Register at any time or from time to time when deemed expedient by it or
requested by the Company. At the request of a Holder, the Depositary shall, for
the purpose of substituting a certificated ADR with a Direct Registration ADR,
or vice versa, execute and deliver a certificated ADR or a Direct Registration
ADR, as the case may be, for any authorized number of ADSs requested, evidencing
the same aggregate number of ADSs as those evidenced by the certificated ADR or
Direct Registration ADR, as the case may be, substituted.

     (4)  Certain Limitations.  Prior to the issue, registration, registration
          -------------------
of transfer, split-up or combination of any ADR, the delivery of any
distribution in respect thereof, or, subject to the last sentence of paragraph
(2), the withdrawal of any Deposited Securities, and from time to time in the
case of clause (b)(ii) of this paragraph (4), the Company, the Depositary or the
Custodian may require:  (a) payment with respect thereto of (i) any stock
transfer or other tax or other governmental charge, (ii) any stock transfer or
registration fees in effect for the registration of transfers of Shares or other
Deposited Securities upon any applicable register and (iii) any applicable
charges as provided in paragraph (7) of this ADR; (b) the production of proof
satisfactory to it of (i) the identity and genuineness of any signature and (ii)
such other information, including without limitation, information as to
citizenship, residence, exchange control approval, beneficial ownership of any
securities, compliance with applicable law, regulations, provisions of or
governing Deposited Securities and terms of the Deposit Agreement and this ADR,
as it may deem necessary or proper; and (c) compliance with such regulations as
the Depositary may establish consistent with the Deposit Agreement.  The
issuance of ADRs, the acceptance of deposits of Shares, the registration,
registration of transfer, split-up or combination of ADRs or, subject to the
last sentence of paragraph (2), the withdrawal of Deposited Securities may be
suspended, generally or in particular instances, when the ADR Register or any
register for Deposited Securities is closed or when any such action is deemed
advisable by the Depositary or the Company.

     (5)  Taxes.  If any tax or other governmental charge shall become payable
          -----
by or on behalf of the Custodian or the Depositary with respect to this ADR, any
Deposited Securities represented by the ADSs evidenced hereby or any
distribution thereon, such tax or other governmental charge shall be paid by the
Holder hereof to the Depositary.  The Depositary may refuse to effect any

                                      A-4
<PAGE>

registration, registration of transfer, split-up or combination hereof or,
subject to the last sentence of paragraph (2), any withdrawal of such Deposited
Securities until such payment is made.  The Depositary may also deduct from any
distributions on or in respect of Deposited Securities, or may sell by public or
private sale for the account of the Holder hereof any part or all of such
Deposited Securities (after attempting by reasonable means to notify the Holder
hereof prior to such sale), and may apply such deduction or the proceeds of any
such sale in payment of such tax or other governmental charge, the Holder hereof
remaining liable for any deficiency, and shall reduce the number of ADSs
evidenced hereby to reflect any such sales of Shares.  In connection with any
distribution to Holders, the Company will remit to the appropriate governmental
authority or agency all amounts (if any) required to be withheld and owing to
such authority or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency all amounts (if
any) required to be withheld and owing to such authority or agency by the
Depositary or the Custodian.  If the Depositary determines that any distribution
in property other than cash (including Shares or rights) on Deposited Securities
is subject to any tax that the Depositary or the Custodian is obligated to
withhold, the Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary deems necessary and
practicable to pay such taxes, by public or private sale, and the Depositary
shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the Holders entitled thereto.

     (6)  Disclosure of Interests.  To the extent that the provisions of or
          -----------------------
governing any Deposited Securities may require disclosure of or impose limits on
beneficial or other ownership of Deposited Securities, other Shares and other
securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and all persons holding ADRs agree to
comply with all such disclosure requirements and ownership limitations and to
cooperate with the Depositary in the Depositary's compliance with any Company
instructions in respect thereof, and the Depositary will use reasonable efforts
to comply with such Company instructions.

     The Company may restrict transfers of the Shares where any such transfer
might result in ownership of Shares in contravention of, or exceeding the limits
under, the Government Approval, applicable law or the constituent instruments of
the Company.  The Company also may also instruct Holders, in such manner as it
deems appropriate in its sole discretion, that it is restricting the transfers
of ADSs where such transfer may result in the total number of Shares represented
by the ADSs beneficially owned by a single Holder to contravene or exceed the
limits under the Government Approval, applicable law or the constituent
instruments of the Company.  The Company reserves the

                                      A-5
<PAGE>

right to instruct Holders to deliver their ADRs for cancellation and withdrawal
of the Deposited Securities so as to permit the Company to deal directly with
the Holder thereof as a holder of Shares. The Depositary agrees to cooperate
with the Company in its efforts to inform Holders of the Company's exercise of
its rights under this paragraph and agrees to consult with, and provide
reasonable assistance without risk, liability or expense on the part of the
Depositary, to the Company on the manner or manners in which it may enforce such
rights with respect to any Holder.

     (7)  Charges of Depositary.  The Depositary may charge each person to whom
          ---------------------
ADRs are issued against deposits of Shares, including deposits in respect of
Share Distributions, Rights and Other Distributions (as such terms are defined
in paragraph (10)), and each person surrendering ADRs for withdrawal of
Deposited Securities, U.S. $5.00 for each 100 ADSs (or portion thereof)
evidenced by the ADRs delivered or surrendered.  The Depositary may sell (by
public or private sale) sufficient securities and property received in respect
of Share Distributions, Rights and Other Distributions prior to such deposit to
pay such charge.  The Company will pay all other charges and expenses of the
Depositary and any agent of the Depositary (except the Custodian) pursuant to
agreements from time to time between the Company and the Depositary, except (i)
stock transfer or other taxes and other governmental charges (which are payable
by Holders or persons depositing Shares), (ii) cable, telex and facsimile
transmission and delivery charges incurred at the request of persons depositing,
or Holders delivering Shares, ADRs or Deposited Securities (which are payable by
such persons or Holders), (iii) transfer or registration fees for the
registration of transfer of Deposited Securities on any applicable register in
connection with the deposit or withdrawal of Deposited Securities (which are
payable by persons depositing Shares or Holders withdrawing Deposited
Securities; there are no such fees in respect of the Shares as of the date of
the Deposit Agreement) and (iv) expenses of the Depositary in connection with
the conversion of foreign currency into U.S. dollars (which are paid out of such
foreign currency). These charges may be changed in the manner indicated in
paragraph (16).

     (8)  Available Information.  The Deposit Agreement, the provisions of or
          ---------------------
governing Deposited Securities and any written communications from the Company,
which are both received by the Custodian or its nominee as a holder of Deposited
Securities and made generally available to the holders of Deposited Securities,
are available for inspection by Holders at the offices of the Depositary and the
Custodian and at the Transfer Office.  The Depositary will mail copies of such
communications (or English translations or summaries thereof) to Holders when
furnished by the Company. The Company is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 and accordingly files
certain reports with the United States Securities and Exchange Commission (the
"Commission").  Such reports and other information may be inspected and copied
at public reference facilities maintained by the Commission located

                                      A-6
<PAGE>

at the date hereof at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549.

     (9)  Execution.  This ADR shall not be valid for any purpose unless
          ---------
executed by the Depositary by the manual or facsimile signature of a duly
authorized officer of the Depositary.

Dated:

                              MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK, as Depositary


                                     By ........................
                                           Authorized Officer

     The Depositary's office is located at 60 Wall Street, New York, New York
10260.

                                      A-7
<PAGE>

                            [FORM OF REVERSE OF ADR]

     (10) Distributions on Deposited Securities.  Subject to paragraphs (4) and
          -------------------------------------
(5), to the extent practicable, the Depositary will distribute by mail to each
Holder entitled thereto on the record date set by the Depositary therefor at
such Holder's address shown on the ADR Register, in proportion to the number of
Deposited Securities (on which the following distributions on Deposited
Securities are received by the Custodian) represented by ADSs evidenced by such
Holder's ADRs:  (a) Cash.  Any U.S. dollars available to the Depositary
                    ----
resulting from a cash dividend or other cash distribution or the net proceeds of
sales of any other distribution or portion thereof authorized in this paragraph
(10) ("Cash"), on an averaged or other practicable basis, subject to (i)
appropriate adjustments for taxes withheld, (ii) such distribution being
impermissible or impracticable with respect to certain Holders, and (iii)
deduction of the Depositary's expenses in (1) converting any foreign currency to
U.S. dollars by sale or in such other manner as the Depositary may determine to
the extent that it determines that such conversion may be made on a reasonable
basis, (2) transferring foreign currency or U.S. dollars to the United States by
such means as the Depositary may determine to the extent that it determines that
such transfer may be made on a reasonable basis, (3) obtaining any approval or
license of any governmental authority required for such conversion or transfer,
which is obtainable at a reasonable cost and within a reasonable time and (4)
making any sale by public or private means in any commercially reasonable manner

provided, however, that in the event that any of the deposited Shares is not
- --------  -------
entitled, by reason of its date of issuance, or otherwise, to receive the full
amount of such cash dividend or distribution, the Depositary shall make
appropriate adjustments in the amounts distributed to the Holders of the ADRs
issued in respect of such Shares; and provided, further, that in the event that
                                      --------  -------
the Company or the Depositary shall be required to withhold and does withhold
from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes, the amount distributed on the ADRs
issued in respect of such Deposited Securities shall be reduced accordingly. (b)

Shares.  (i) Additional ADRs evidencing whole ADSs representing any Shares
- ------
available to the Depositary resulting from a dividend or free distribution on
Deposited Securities consisting of Shares (a "Share Distribution") and (ii) U.S.
dollars available to it resulting from the net proceeds of sales of Shares
received in a Share Distribution, which Shares would give rise to fractional
ADSs if additional ADRs were issued therefor, as in the case of Cash. (c)
Rights.  (i) Warrants or other instruments in the discretion of the Depositary
- ------
representing rights to acquire additional ADRs in respect of any rights to
subscribe for additional Shares or rights of any nature available to the
Depositary as a result of a distribution on Deposited Securities ("Rights"), to
the extent that the Company timely furnishes to the Depositary evidence
satisfactory to the Depositary that the Depositary may lawfully distribute the
same (the Company has no obligation to so furnish such evidence), or (ii) to the
extent the Company does not so

                                      A-8
<PAGE>

furnish such evidence and sales of Rights are practicable, any U.S. dollars
available to the Depositary from the net proceeds of sales of Rights as in the
case of Cash, or (iii) to the extent the Company does not so furnish such
evidence and such sales cannot practicably be accomplished by reason of the
nontransferability of the Rights, limited markets therefor, their short duration
or otherwise, nothing (and any Rights may lapse). (d) Other Distributions. (i)
                                                      -------------------
Securities or property available to the Depositary resulting from any
distribution on Deposited Securities other than Cash, Share Distributions and
Rights ("Other Distributions"), by any means that the Depositary may
deem equitable and practicable, or (ii) to the extent the Depositary deems
distribution of such securities or property not to be equitable and practicable,
any U.S. dollars available to the Depositary from the net proceeds of sales of
Other Distributions as in the case of Cash.  Such U.S. dollars available will be
distributed by checks drawn on a bank in the United States for whole dollars and
cents (any fractional cents being withheld without liability for interest and
added to future Cash distributions).

     (11) Record Dates.  The Depositary may, after consultation with the
          ------------
Company if practicable, fix a record date (which shall be as near as practicable
to any corresponding record date set by the Company) for the determination of
the Holders who shall be entitled to receive any distribution on or in respect
of Deposited Securities, to give instructions for the exercise of any voting
rights, to receive any notice or to act in respect of other matters and only
such Holders shall be so entitled.

     (12) Voting of Deposited Securities.  As soon as practicable after receipt
          ------------------------------
from the Company of notice of any meeting or solicitation of consents or proxies
of holders of Shares or other Deposited Securities, the Depositary shall mail to
Holders a notice stating (a) such information as is contained in such notice and
any solicitation materials, (b) that each Holder on the record date set by the
Depositary therefor will be entitled to instruct the Depositary as to the
exercise of the voting rights, if any, pertaining to the Deposited Securities
represented by the ADSs evidenced by such Holder's ADRs and (c) the manner in
which such instructions may be given, including instructions to give a
discretionary proxy to a person designated by the Company.  Upon receipt of
instructions of a Holder on such record date in the manner and on or before the
date established by the Depositary for such purpose, the Depositary shall
endeavor insofar as practicable and permitted under the provisions of or
governing Deposited Securities to vote or cause to be voted the Deposited
Securities represented by the ADSs evidenced by such Holder's ADRs in accordance
with such instructions.  The Depositary will not itself exercise any voting
discretion in respect of any Deposited Securities.

     (13) Changes Affecting Deposited Securities.  Subject to paragraphs (4)
          --------------------------------------
and (5), the Depositary may, in its discretion, amend this ADR or distribute
additional or amended ADRs (with or

                                      A-9
<PAGE>

without calling this ADR for exchange) or cash, securities or property on the
record date set by the Depositary therefor to reflect any change in par value,
split-up, consolidation, cancellation or other reclassification of Deposited
Securities, any Share Distribution or Other Distribution not distributed to
Holders or any cash, securities or property available to the Depositary in
respect of Deposited Securities from (and the Depositary is hereby authorized to
surrender any Deposited Securities to any person and to sell by public or
private sale any property received in connection with) any recapitalization,
reorganization, merger, consolidation, liquidation, receivership, bankruptcy or
sale of all or substantially all the assets of the Company, and to the extent
the Depositary does not so amend this ADR or make a distribution to Holders to
reflect any of the foregoing, or the net proceeds thereof, whatever cash,
securities or property results from any of the foregoing shall constitute
Deposited Securities and each ADS evidenced by this ADR shall automatically
represent its pro rata interest in the Deposited Securities as then constituted.

     (14) Exoneration.  The Depositary, the Company, their agents and each of
          -----------
them shall: (a) incur no liability (i) if law, regulation, the provisions of or
governing any Deposited Securities, act of God, war or other circumstance beyond
its control shall prevent, delay or subject to any civil or criminal penalty any
act which the Deposit Agreement or this ADR provides shall be done or performed
by it, or (ii) by reason of any exercise or failure to exercise any discretion
given it in the Deposit Agreement or this ADR; (b) assume no liability except to
perform its obligations to the extent they are specifically set forth in this
ADR and the Deposit Agreement without gross negligence or bad faith; (c) in the
case of the Depositary and its agents, be under no obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or this ADR; (d) in the case of the Company and its agents
hereunder be under no obligation to appear in, prosecute or defend any action,
suit or other proceeding in respect of any Deposited Securities or this ADR,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required by the Company;
and (e) not be liable for any action or inaction by it in reliance upon the
advice of or information from legal counsel, accountants, any person presenting
Shares for deposit, any Holder, or any other person believed by it to be
competent to give such advice or information.  The Depositary, its agents and
the Company may rely and shall be protected in acting upon any written notice,
request, direction or other document believed by them to be genuine and to have
been signed or presented by the proper party or parties.  The Depositary and its
agents will not be responsible for any failure to carry out any instructions to
vote any of the Deposited Securities, for the manner in which any such vote is
cast or for the effect of any such vote.  The Depositary and its agents may own
and deal in any class of securities of the

                                     A-10
<PAGE>

Company and its affiliates and in ADRs. The Company has agreed to indemnify the
Depositary and its agents under certain circumstances and the Depositary has
agreed to indemnify the Company against losses incurred by the Company to the
extent such losses are due to the negligence or bad faith of the Depositary. No
disclaimer of liability under the Securities Act of 1933 is intended by any
provision hereof.

     (15) Resignation and Removal of Depositary; the Custodian. The Depositary
          ----------------------------------------------------
may resign as Depositary by written notice of its election to do so delivered to
the Company, or be removed as Depositary by the Company by written notice of
such removal delivered to the Depositary; such resignation or removal shall take
effect upon the appointment of and acceptance by a successor depositary.  The
Depositary may appoint substitute or additional Custodians and the term
"Custodian" refers to each Custodian or all Custodians as the context requires.
 ---------

     (16) Amendment.  Subject to the last sentence of paragraph (2), the ADRs
          ---------
and the Deposit Agreement may be amended by the Company and the Depositary,
provided that any amendment that imposes or increases any fees or charges (other
- --------
than stock transfer or other taxes and other governmental charges, transfer or
registration fees, cable, telex or facsimile transmission costs, delivery costs
or other such expenses), or that shall otherwise prejudice any substantial
existing right of Holders, shall become effective 30 days after notice of such
amendment shall have been given to the Holders.  Every Holder of an ADR at the
time any amendment to the Deposit Agreement so becomes effective shall be
deemed, by continuing to hold such ADR, to consent and agree to such amendment
and to be bound by the Deposit Agreement as amended thereby.  In no event shall
any amendment impair the right of the Holder of any ADR to surrender such ADR
and receive the Deposited Securities represented thereby, except in order to
comply with mandatory provisions of applicable law. Any amendments or
supplements which (i) are reasonably necessary (as agreed by the Company and the
Depositary) in order for (a) the ADSs to be registered on Form F-6 under the
Securities Act of 1933 or (b) the ADSs or Shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or
increase any fees or charges to be borne by Holders, shall be deemed not to
prejudice any substantial rights of Holders.   Notwithstanding the foregoing, if
any governmental body should adopt new laws, rules or regulations which would
require amendment or supplement of the Deposit Agreement or the form of ADR to
ensure compliance therewith, the Company and the Depositary may amend or
supplement the Deposit Agreement and the ADR at any time in accordance with such
changed rules.  Such amendment or supplement to the Deposit Agreement in such
circumstances may become effective before a notice of such amendment or
supplement is given to Holders or within any other period of time as required
for compliance.

     (17) Termination.  The Depositary may, and shall at the written direction
          -----------
of the Company, terminate the Deposit Agreement

                                     A-11
<PAGE>

and this ADR by mailing notice of such termination to the Holders at least 30
days prior to the date fixed in such notice for such termination. After the date
so fixed for termination, the Depositary and its agents will perform no further
acts under the Deposit Agreement and this ADR, except to receive and hold (or
sell) distributions on Deposited Securities and deliver Deposited Securities
being withdrawn. As soon as practicable after the expiration of six months from
the date so fixed for termination, the Depositary shall sell the Deposited
Securities and shall thereafter (as long as it may lawfully do so) hold in a
segregated account the net proceeds of such sales, together with any other cash
then held by it under the Deposit Agreement, without liability for interest, in
trust for the pro rata benefit of the Holders of ADRs not theretofore
              --- ----
surrendered. After making such sale, the Depositary shall be discharged from all
obligations in respect of the Deposit Agreement and this ADR, except to account
for such net proceeds and other cash. After the date so fixed for termination,
the Company shall be discharged from all obligations under the Deposit Agreement
except for its obligations to the Depositary and its agents.

                                     A-12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>SHARE CERTIFICATE
<TEXT>

<PAGE>

                              [GRAPHIC OMITTED]

                                WIPRO LIMITED

                              SHARE CERTIFICATE


                                                                   WIPRO LIMITED
                                                          Incorporated under the
                                                      Indian Companies Act, 1956


                              Share Certificate

     This is to certify that the person(s) named in this Certificate is/are
the Registered Holder(s) of the within mentioned share(s) bearing the
distinctive number(s) herein specified in the above Company subject to the
Memorandum and Articles of Association of the Company, and that the amount
endorsed hereon has been paid-up on each such share.

__________ EQUITY SHARES EACH OF RS. 2/

Amount paid-up per share                FULLY PAID              RS. 2/

Reg. Folio No.                          Certificate No.
Name of Holder(s)
No. of share(s) held
Distinctive Nos.


Given under the Common Seal of the Company this ___________________.




                                             -----------------------------------
                                             Director


                                             -----------------------------------
                                             Director

                                             Authorized Signatory
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>1999 EMPLOYEE STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1

                     WIPRO EMPLOYEE STOCK OPTION PLAN 1999

1.   Short title, extent and commencement

a.   This Plan may be called the "WESOP 99."

b.   It applies only to the bona fide employees of the Company and all
     subsidiaries whether now or hereafter existing, who are in whole time
     employment with the Company as well as to all the Directors of the Company.

c.   It shall be deemed to have come into force on the 29/th/ July 1999 or on
     such other date as may be decided by the Board of Directors of the Company.

1.   Objectives of the Plan

The principal objectives of this Plan are to:

a.   Attract, retain and motivate talented and critical employees

b.   Encourage employees to align individual performance with company objectives

c.   Reward employee performance with ownership in proportion to their
     contribution

d.   Align employee interest with those of the organisation


1.   Definitions

As used herein, unless repugnant to the context the following definitions shall
apply:


a.   "Applicable Laws" means the legal requirements relating to Stock Options
     Plans, including, without limitation, the tax, securities or corporate laws
     of India, any stock exchange or quotation on which the shares are listed or
     quoted.

b.   "Administrator" means or the Compensation & Benefits Committee duly
     appointed by the Board.

c.   "Board" means the Board of Directors for the time being of the Company.

d.   "Company" means Wipro Limited.

e.   "Compensation and Benefits Committee" means the Compensation and Benefits
     Committee appointed by the Board.

f.   "Director" means a member of the Board.

g.   "Disability" means permanent total disability" as defined under the
     Workmen's Compensation Act, 1993.

h.   "Employee" means a permanent employee of the company working in India or
     out of India; or a director of the company, whether a whole time director
     or not; or an employee as defined in sub-clauses (a) or (b) of a subsidiary
     in India or out of India, or of a holding company of the company An
     Employee shall continue to be an Employee during the period of (i) any
     leave of absence approved by the Company or (ii) transfers between
     locations of the Company or between the Company, its Parent, any
     Subsidiary, or any successor.

i.   "Eligible Employee" means an employee who qualifies for issue of Options
     under this Plan and who fulfills the minimum conditions of service and
     other conditions as decided in the evaluation process and will include new
     employees joining the Company. Promoter Employees and Promoter Directors
     are not eligible under this Plan. Further any person

                                                                               1
<PAGE>

     holding 2% or more of the paid up share capital of the Company's equity
     shares at any time after the commencement of this Plan shall not be
     eligible under this Plan.

j.   "Exercise" means making of an application by the employee to the company
     for issue of shares against option vested in him in pursuance of the plan
     and paying the exercise price for the options.

k.   "Exercise Price" means, the price payable by the employee for exercising
     the option granted to him under the plan as may be decided by the
     Administrator from time to time.

l.   "Exercise Period" means the time period after vesting within which the
     employee should exercise his right to apply for shares against the option
     vested in him in pursuance of the plan.

m.   "Fair Market Value" of a share means average closing price of the shares
     during the 15 trading days preceding the date of grant on the Stock
     Exchange on which the shares of the company are listed. If the shares are
     listed on more than one stock exchange, but quoted only on one stock
     exchange during this period, then the prices on that stock exchange should
     be considered. If the share price is quoted on more than one stock
     exchange, then the stock exchange where there is the highest trading volume
     during this period should be considered.

n.   "Option" means a Stock Option granted pursuant to the Plan, comprising of a
     right but not an obligation granted to an employee under the Plan to apply
     for and be allotted shares of the company at the exercise price determined
     earlier, during or within the exercise period, subject to the requirements
     of vesting.

o.   "Option Agreement" means a written agreement between the Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     The Option Agreement is subject to the terms and conditions of the Plan.

p.   "Optionee" means the holder of an outstanding Option granted pursuant to
     this Plan.

q.   "Plan" means Wipro Employees Stock Option Plan 1999

r.   "Shares" mean, the equity shares of the company which have no preference in
     respect of dividends or in respect of amounts payable in the event of any
     voluntary liquidation or winding up of the Company.

s.   "Subsidiary" means a subsidiary of the Company, whether now or hereafter
     existing as defined under Section 4 of the Companies Act, 1956.

t.   "Vesting" means the process by which the employee is given the right to
     apply for shares of the company against the option granted to him in
     pursuance of the plan.

u.   "Vesting period" means the period after which the vesting of the option
     granted to the employee in pursuance of the Plan takes place.

4.   Quantum of shares subject to the Plan

a.   The maximum number of the shares which shall be subject to Option under the
     Plan is as under:


        ----------------------------------------------------------------------
        Nominal value per share:     The maximum number of shares subject to
                                     option under the plan is
        ----------------------------------------------------------------------
        Rs. 2 (Two)                  5,000,000 (Five million)
        ----------------------------------------------------------------------

a.   The shares, which are subject to Option, shall be authorised but unissued.

b.   If an Option expires or becomes unexercisable without having been exercised
     in full, the unpurchased shares, which were subject thereto, shall become
     available for future grant or sale under the Plan (unless the Plan has
     terminated).

                                                                               2
<PAGE>

c.   Where shares are issued consequent upon exercise of an Option under the
     Plan, the maximum number of shares which are subject to option referred to
     in Section 4(a) above stands reduced to the extent of such shares issued.

5.   Administration of the Plan

The Plan shall be administered by the Administrator as per the provisions of the
Plan.

6.   Powers of the Administrator

Subject to the provisions of the Plan and subject to the approval of any
relevant authorities, the Administrator shall have the authority at its sole
discretion to;

I.        determine Exercise Price;

II.       select the Employees to whom Options may from time to time be granted
          hereunder;

III.      determine the number of shares to be covered by each such Option
          granted hereunder;

IV.       determine the vesting period and the exercise period.

V.        determine the number of shares and / or the exercise price in the case
          of bonus shares, preferential allotments (if any) and rights issues.

VI.       approve forms of agreement for use under the Plan;

VII.      determine the terms and conditions, of any option granted hereinunder
          not being inconsistent with the provisions of the plan

VIII.     prescribe, amend and rescind rules and regulations relating to the
          Plan; and

IX.       construe and interpret the terms of the Plan and Options granted
          pursuant to the Plan

7.   Effect of Administrator's decisions

All decisions, determinations and interpretations of the Administrator shall be
final and binding on all concerned.

8.   Eligibility for grant of options

a.   Only Employees are eligible for being granted options.

b.   Each Option shall be designated in the Option Agreement.

c.   Neither the Plan nor any Option shall confer upon any Optionee any right
     with respect to continuing the Optionee's relationship as an Employee with
     the Company, nor shall it interfere in any way with his or her right or the
     Company's right to terminate such relationship at any time, for any reason
     whatsoever.

9.   Rights of an Optionee

Unless and until the Options have been exercised and/or transferred/allotted to
the name of the Optionee in accordance with the provisions of the Companies Act,
1956, the Optionee or his/her nominee shall not have any rights whatsoever as a
shareholder including rights for receipt of dividend and/or for voting with
respect to Options granted.

10.  Term of Plan

                                                                               3
<PAGE>

The Plan shall become effective upon its adoption by the Board.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 20 of the Plan.


11.  Term of Option

The term of each Option shall be stated in the Option Agreement; provided,
however, that the term shall be no more than Eight (8)  six (6) years from the
date of grant thereof.

12.  Maximum quantum of options per optionee

The maximum quantum of Option per Optionee shall not exceed 5% of the total paid
up equity capital during the tenure of the plan.

13.  Vesting periods of Options

a.   The minimum vesting period of an Option shall not be less than a period of
     12 months from the date of grant of the option.

b.   The maximum vesting period of an Option shall not be more than a period 84
     72 months from the date of the grant of the Option.

c.   Subject to the minimum and maximum vesting periods of an Option referred to
     in Section 13(a) and (b) above, the Administrator shall have the sole
     discretion to decide upon the vesting periods in respect of any Optionee or
     a category of Optionee.


14.  Consideration payable by Optionees while exercising option

a.   The consideration payable by an Optionee for exercising an Option would be
     as per the exercise price.

b.   The consideration to be paid for the shares to be issued upon exercise of
     an Option, including the method of payment shall be determined by the
     Administrator at the time of grant. Such consideration may be paid by way
     of;

          i.        cash
          ii.       cheque or cheque equivalent

  In making its determination as to the type of consideration to accept, the
  Administrator shall consider if acceptance of such consideration may be
  reasonably expected to benefit the Company.


15.  Methodology of Exercise of Options

a.   Procedure for Exercise of Options

     An Option granted hereunder shall be exercisable according to the terms
     hereof at such times and under such conditions as determined by the
     Administrator and set forth in the Option Agreement. The Option shall be
     deemed exercised when the Company receives;


          i.        written or electronic notice of exercise (in accordance with
               the Option Agreement) from the person entitled to exercise the
               Option
          ii.  full payment for the shares with respect to which the Option is
               exercised.

                                                                               4
<PAGE>

     Options will become exercisable in part or whole. The unexercised portion
     of the Option will continue to be available to the Optionee or the nominee,
     for exercise, in case of specified circumstances such as death, disability,
     etc upto such time frame as provided for in the stock option agreement.

a.   Exercise of options in the case of separation of an Employee from the
     Company

          i.   In the event of separation of an employee from the company due to
               reasons of permanent and total disability of the Optionee, the
               Optionee may exercise his or her Option both vested as well as
               unvested immediately after the date of permanent and total
               disability but in no event later than six months from the date of
               separation from employment.


          ii.       In the event of death of an employee while in employment
               with the Company, the Options granted both vested and unvested
               may be exercised by the Optionee's nominee immediately after, but
               in no event later than six months from the date of Optionee's
               death.

          iii.      In the event of termination of employment for reasons of
               misconduct, all options including those, which are vested but not
               exercised at the time of termination of employment, shall expire
               and stand terminated with effect from the date of such
               termination.

          iv.       In the event of separation from employment for reasons of
               normal retirement or an early retirement approved by the company,
               the Options granted both vested and unvested may be exercised by
               the Optionee's nominee immediately after, but in no event later
               than six months from the date of Optionee's retirement

          v.        In the event of separation of employment for reasons other
               than death or permanent and total disability or for misconduct or
               for normal retirement, all Options, which are not vested on the
               date of separation, shall expire and stand terminated with effect
               from the date of such separation. However, all options which has
               already been vested as on the date of separation may be exercised
               by the employee immediately but not later than one year 7 days
               from the date of separation of employment.

          vi.       In the event of abandonment of service by an Optionee
               without company's consent, all Options including those, which are
               vested but were not exercised at the time of abandonment of
               service shall stand terminated with immediate effect. The date of
               abandonment of an employee shall be decided by the Company at its
               sole discretion which decision shall be binding on all concerned.


c.        Breach of the policies of the Company or the terms of employment


  In the event of breach of the policies of the company or the terms of
  employment by the Optionee, during the term of his employment and thereafter
  for a period of one year, all options including those which are vested but not
  exercised at the time of such breach shall expire and stand terminated with
  effect from the date of such breach.


16.  Consequence of failure to exercise Option

                                                                               5
<PAGE>

The amount payable by the employee, if any, at the time of grant of Option:

a.   may be forfeited by the company if the Option is not exercised by the
     employee within the exercise period; or

b.   the amount may be refunded to the employee if the Options are not vested
     due to non-fulfillment of condition relating to vesting of option as per
     the Plan.



17.  Non transferability of Options

The Options granted under this Plan are not eligible to be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
life time of the Optionee, only by the Optionee.



18.  Adjustments of number and exercise price of Option in certain cases

a.   Capitalisation by way of issue of bonus shares:


     Subject to any required action by the shareholders of the Company, all the
     Options including those which are vested but were not exercised and / or,
     as well as the price per share covered by each such outstanding Option,
     shall be proportionately adjusted for any increase in the number of issued
     shares resulting from issue of bonus shares without receipt of
     consideration by the company.

b.   Issue of rights shares:

     Subject to any required action by the shareholders of the Company, all the
     options including those which are vested but were not exercised and/or the
     price per share covered by each such outstanding Option, shall be
     proportionately adjusted for any increase in the number of issued shares
     resulting from issue of rights shares.

c.   Issue of additional equity other than by way of issue of rights shares:

     In the event of issue of additional equity shares other than by way of
     rights share at less than fair market value, the Optionee shall have the
     right to acquire shares covered by each outstanding Option at the value at
     which the additional equity is infused, for a quantum, equivalent to the
     proportion of the awarded options bears to the total paid up equity capital
     of the Company before the infusion of equity.

d.   Merger or Asset sale:

     In the event of a merger of the Company with or into another company,  all
     the options including those which are vested but were not exercised, and/or
     the price per share covered by each such outstanding shall be
     proportionately adjusted to give effect to the merger or asset sale.

e.   Dissolution or liquidation  of the Company:

     In the event of dissolution or liquidation of the Company, the
     Administrator shall notify each Optionee as soon as practicable prior to
     the effective date of such proposed

                                                                               6
<PAGE>

     transaction. The Administrator at its discretion may provide for an
     Optionee to have right to exercise his or her Option until 15 days prior to
     such transaction as to all of the Optioned Stock covered thereby, including
     shares as to which the Option would not otherwise be exercisable.


19.  Time of granting Options

The date of grant of an Option shall be the date specified in the "Option
Agreement".

20.  Amendment and Termination of the Plan

a.   Amendment and Termination:

The Board may subject to 20(b) below, at any time amend, alter, suspend or
terminate the Plan provided that such variation is not prejudicial to the
interest of the option holder.

b.   Shareholder approval:

The Board shall obtain shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.

c.   Effect of Amendment or Termination:

No amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee.


21.  Conditions Upon Issuance of shares

a.   Legal Compliance:

Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

b.   Inability to obtain authority:

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained.


22.  Reservation of Shares

The Company during the term of this Plan, shall at all times reserve and keep
available such number of shares as part of its authorised share capital as shall
be sufficient to satisfy the requirements of the Plan.


23.  Shareholder approval

The Plan shall be subject to approval by the shareholders of the Company within
twelve (12) months after the date the Plan is adopted. Such shareholder approval
shall be obtained in the degree and manner required by Applicable Laws.

                                                                               7
<PAGE>

                            STOCK OPTION AGREEMENT
             Pursuant to the Wipro Employee Stock Option Plan 1999

                                    Part I

                         Notice of Stock Option Grant

  You have been granted an option to purchase shares of the Company, subject to
  the terms and conditions of the Plan and the Option Agreement, as follows:

  Name of Optionee                   :
  Business Unit                      :

  Grant Number                       :
  Date of Grant                      :
  Exercise price per share           :
  Total number of options granted    :
  Total exercise Value               :
  Exercise period
  Expiration date of Option

  Vesting Schedule:


                                    Part II

                               Option Agreement

A.  Grant of Option

  The Plan Administrator of the Company hereby grants to the Optionee named in
  the Notice of Grant attached as Part I of this Agreement (the "Optionee") an
  option (the "Option") to purchase the number of shares, as set forth in the
  Notice of Grant, at the exercise price per share set forth in the Notice of
  Grant (the "Exercise Price"), subject to the terms and conditions of the Plan
  and this Option Agreement. Subject to Section 20 of the Plan, in the event of
  a conflict between the terms and
<PAGE>

    conditions of the Plan and the terms and conditions of this Option
    Agreement, the terms and conditions of the Plan shall prevail.

B.  Terms and Conditions of Exercise of Option

    Subject to applicable laws, the Options under this agreement shall be
    exercised as below:

1.  For an employee continuing in the service of Wipro, his/her vested Options
    can be exercised at any time within six years of grant of Options.

2.  In the event of death or permanent disablement while in employment, Optionee
    / nominee can exercise both vested and unvested Options within six months of
    separation or death.

3.  In the event of termination of employment for reasons of misconduct /
    abandonment of service without company's consent, all Options including
    those which are vested but not exercised at the time of termination will
    expire. In the case of abandonment of the company's decision on the date of
    such abandonment will be final and binding on all concerned.

4.  In the case of separation due to reasons other than death, permanent and
    total disability or misconduct, all Options, which are not vested will
    expire from the date of termination. All Options which are vested as of the
    date of separation may be exercised by the Optionee within one month from
    the date of separation of employment.

5.  In the case of normal retirement from the company, Optionee / nominee can
    exercise both vested and unvested Options within six months of retirement.

6.  In the event of breach of the policies of the company or the terms of
    employment by the Optionee, during the term of his employment and thereafter
    for a period of one year, all options including those which are vested but
    not exercised at the time of such breach shall expire and stand terminated
    with effect from the date of such breach. In this context:

    i.    Optionee confirms that he/she shall not engage himself/herself in
          activities that have and will have an adverse impact on the reputation
          of WIPRO.

    ii.   Optionee confirms that while during the employment of Wipro he/she
          shall engage himself/herself exclusively in the work assigned by WIPRO
          and shall not take up any independent or individual assignments
          (whether the same is part time or full time, in an advisory capacity
          or otherwise) directly or indirectly without the express written
          consent of the Vice Chairman of the Company or the Head of Corporate
          Human Resources.

    iii.  Optionee confirms that he/she shall not, directly or indirectly,
          engage in any activity or have any interest in, or perform any
          services for any person who is involved in activities, which are or
          shall be in conflict with the interests of Wipro.

    iv.   In consideration of the options granted to the Optionee, as also,
          opportunities, training and access to new techniques and know-how that
          have been made available to the Optionee, Optionee confirms that
          he/she shall be bound by a confidentiality covenant. As part of this
          covenant, Optionee agrees to maintain as secret and confidential all
          Confidential Information (as defined herein) and shall not use or
          divulge or disclose any such Confidential Information except as may be
          required under obligation of law or as may be required by WIPRO and in
          the course of his/her employment. Such covenant shall endure during
          the course of Optionee's employment and for a period of one (1) year
          after the termination of his/her employment with WIPRO (irrespective
          of the circumstances of, or the reason for, the termination).

    v.    Optionee understand that clause 6 above applies to such information
          that WIPRO believes is confidential and in this respect Optionee shall
          be guided by the Polices of WIPRO. Consequently, the Optionee
          understands that "Confidential Information" means all information
          about WIPRO that satisfies one or more of the following conditions:

          a.   it has not been made generally available to the public either by
               WIPRO or by a third party with WIPRO's consent; or
<PAGE>

          b.   it is critical to WIPRO's current or anticipated business or
               research and development activities or those of a customer or
               supplier or associate or channel partner of WIPRO and the
               disclosure of the same would affect their competitiveness; or

          c.   it either has been identified as confidential by WIPRO (orally or
               in writing) or it has been maintained as confidential from
               outside parties and is recognised as intended for internal
               disclosures only; or

          d.   it either is of a nature that it gives a distinct edge to Wipro
               over competition when not shared with the competition, or is
               likely to give the same advantage to the competition or any other
               organisation / person / group of persons when shared with the
               organisation / person / group of persons; or

          e.   it is required to be kept confidential by any requirement of law.

          "Confidential Information" includes all trade related information,
          trade secrets, confidential and privileged information, customer
          information, employee related information, strategies, administration,
          research in connection with WIPRO and commercial, legal, scientific,
          technical data that are either provided to or made available to the
          employee by the Company to facilitate his work or that the employee is
          able to know or has obtained access by virtue of his employment or
          position with the Company.

          By way of illustration, the following are examples of Confidential
          Information:

          a.   computer programmes, inventions, samples, designs, drawings,
               machines, tools, photographs, source codes, object codes,
               methods, concepts, formulas, algorithms, processes, technical
               specificiations, analyses, discoveries, improvements, marketing
               methods, manufacturing processes, research and development
               information;

          b.   organisational matters, business plans, company Policies, sales
               forecasts, employee and personnel information (including
               information pertaining to their terms of employment, experience,
               contact details, appraisals, performance, competencies,
               specialised skills / expertise, medical information etc.);

          c.   non-public financial information of WIPRO including the financial
               results of WIPRO for any period;

          d.   Business Plans of WIPRO, monthly flash reports / actual reports /
               estimates circulated by WIPRO.

          e.   current and prospective customer lists and information on
               customers and their employees;

          f.   information relating to existing and potential intellectual
               property of WIPRO;

          g.   Dividend policy including the intended declaration of dividend.

          h.   Issue of shares by way of public offers, rights issues, bonus
               issue, employee stock options.

          i.   Major expansion plans or execution of new projects including
               information concerning amalgamations, mergers, acquisitions and
               takeovers being planned or contemplated by WIPRO and information
               concerning the purchase of major equipment or property and the
               disposal of any undertakings of WIPRO.

          j.   Information relating to acquisition or loss of a significant
               contract, significant disputes with major suppliers, consumers or
               any Governmental or regulatory agency.

          k.   Any information that may affect the earnings / profitability of
               WIPRO.

          l.   Any other change in policies, plans or operations of WIPRO.

     vi.  During the course of Optionee's employment with the Company and for a
          period of one year after separation of his/her employment with WIPRO
          (irrespective of the circumstances of or the reason for the
          separation) the Optionee is under contractual obligation with the
          Company not to either directly or indirectly solicit, induce or
          encourage any existing employee to become associated with or perform
          services of any nature for any third party.

     vii. In connection with his/her employment and during the term of his/her
          employment Optionee shall disclose and assign to WIPRO as its
          exclusive property, all developments developed or conceived
<PAGE>

           by the Optionee solely or jointly with others and shall in this
           context be guided by the policies of WIPRO.

     viii. Optionee shall respect and safeguard the trade secrets and
           confidential information of his/her former employers and will not
           disclose to WIPRO or use in WIPRO's business or activities, or cause
           WIPRO or its employees, directly or indirectly to use, any
           information or material that is confidential to any former employer,
           unless such information or material is no longer confidential or
           written consent of such former employer has been obtained. Optionee
           confirm that this clause extends to the intellectual property rights
           or proprietary information or information which could potentially be
           proprietary or of the nature of intellectual property that his/her
           previous employer has in relation to the Optionee's employment with
           such former employer.

     ix.   Optionee confirms that he/she shall comply with the various policies
           of the Company that may be notified/amended from time to time.

     x.    Any breach of the above clauses shall apart from cancellation of the
           Options granted under this agreement shall also be a ground for the
           Company proceeding against the Optionee for suitable legal action
           including damages.

     C.    Exercise of Option

           a.  Right to Exercise:
               This Option is exercisable during its term in accordance with the
               vesting schedule set out in the Notice of Grant and the
               applicable provisions of the Plan and this Option Agreement.

           b.  Method of Exercise
               This Option is exercisable by delivery of an exercise notice, in
               the form attached as the "Exercise Notice", which shall state the
               choice to exercise the Option, the number of shares in respect of
               which the Option is being exercised (the "Exercised shares"), and
               such other representations and agreements as may be required by
               the Company pursuant to the provisions of the Plan. The Exercise
               Notice shall be completed by the Optionee and delivered to the
               Corporate Executive Vice President-Human Resources of the
               Company. The Exercise Notice shall be accompanied by payment of
               the aggregate Exercise Price as to all Exercised shares. This
               Option shall be deemed to be exercised upon receipt by the
               Company of such fully executed Exercise Notice accompanied by
               such aggregate Exercise Price.

               No shares shall be issued pursuant to the exercise of this Option
               unless such issuance and exercise complies with Applicable Laws.
               Assuming such compliance, for income tax purposes the Exercised
               shares shall be considered transferred to the Optionee on the
               date the Option is exercised with respect to such Exercised
               Shares.

     D.    Method of Payment

           Payment of the aggregate Exercise Price shall be by cash or cheque /
           cheque equivalent for the shares in respect of which the Option is
           exercised.

     E.    Non transferability of Option

           The Options granted under this plan are not eligible to be sold,
           pledged, assigned, hypothecated, transferred or disposed of in any
           manner other than by will or by the laws of descent or distribution
           and may be exercised, during the life time of the Optionee, only by
           the Optionee.

     F.    Term of Option

           This Option may be exercised only within the term set out in the
           Notice of Grant, and may be exercised during such term only in
           accordance with the Plan and the terms of this Option Agreement.
<PAGE>

G.   Entire Agreement

     The Plan is incorporated herein by reference.  The Plan and this Option
     Agreement constitute the entire agreement of the parties with respect to
     the subject matter hereof and supersede in their entirety all prior
     undertakings and agreements of the Company and Optionee with respect to the
     subject matter hereof, and may not be modified adversely to the Optionee's
     interest except by means of a writing signed by the Company and Optionee.

H.   No guarantee of continued service

     Optionee acknowledges and agrees that the vesting of shares pursuant to the
     vesting schedule herof is earned only by continuing as an employee at the
     will of the Company. Optionee further acknowledges

     and agrees that this agreement, the transactions completed hereunder and
     the vesting schedule set forth herein do not constitute an express or
     implied promise of continued employment of the Optionee for the vesting
     period, for any period, or at all, and shall not interfere with Optionee's
     right or the Company's right to terminate Optionee's relationship as an
     employee at any time with or without cause.

     By your signature and signature of the Company's representative below, you
     and the Company agree that this Option is granted and governed by the terms
     and conditions of the Plan and this Option Agreement.  Optionee has
     reviewed the Plan and this Option Agreement in their entirety, has had an
     opportunity to obtain the advice of counsel prior to executing this Option
     Agreement and fully understands all provisions of the Plan and Option
     Agreement. Optionee hereby agrees to accept as binding, conclusive and
     final all decisions or interpretations of the Administrator upon any
     questions relating to the Plan and Option Agreement.  Optionee further
     agrees to notify the Company upon any change in the residence address
     indicated below:

I.   Governing Law

     This agreement shall be governed by the internal substantive laws as well
     as the laws of India.

       OPTIONEE                     COMPANY

       Signature                    Signature
       Name     :                   Name         : Bijaya kumar Sahoo
       Residential Address :                       General Manager- Corporate HR
                                                   WIPRO Limited
                                                   Sarjapur Road
                                                   Bangalore - 560 035


     Signature & Name                             Signature & Name
     Witness for Optionee                         Witness for Company

  Unless otherwise defined herein, the terms defined in the Plan shall have the
  same defined meaning in the Option Agreement.
<PAGE>

                         STOCK OPTION EXERCISE NOTICE


The Corporate Executive Vice President-HR
Wipro Limited
Duparc Trinity, 10/th/ Floor
17 M G Road, Bangalore

1. Exercise of Option

Effective today, ________________, _________ the undersigned ("Purchaser")
hereby elects to purchase ____________ shares (the "shares") of _____________
(the "Company") under and pursuant to the Wipro Employee Stock Option Plan 1999
and the Stock Option Agreement dated _________ (the "Option Agreement").  The
purchase price for the shares shall be Rs. xxxxxx   as required by the Option
Agreement.

2.  Delivery of Payment

Purchaser herewith delivers to the Company the full purchase price for the
shares by way of cash / cheque for an amount of Rs.                     and
request  for the shares to be credited  to the purchaser's demat account no.
DP  ID             and DP Name:

3.  Representations of Purchaser

Purchaser acknowledges that Purchaser has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and
conditions.

4.  Rights as Shareholder

Until the issuance (as evidenced by the appropriate entry in the books of the
Company or of a duly authorised transfer agent or depository of the Company) of
the shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the optioned shares, notwithstanding the
exercise of the Option.  The shares so acquired shall be issued to the Optionee
as soon as practicable after excise of the Option.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date of
issuance, except as provided in Section 18 of the Plan.

5.  Tax Consultation

Purchaser understands that Purchaser may suffer adverse tax consequences as a
result of Purchaser's purchase or disposition of the shares.  Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the shares and that
Purchaser is not relying on the Company for any tax advice.

6.  Entire Agreement

The Plan and Option Agreement are incorporated herein by reference.  This
Agreement, the Plan and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified adversely to the
Purchaser's interest except by means of a writing signed by the Company and
Purchaser.

7.    Governing Law

This agreement shall be governed by the internal substantive laws as well as the
laws of India.

Submitted by:                 Accepted by

PURCHASER               ___________________

______________          ___________________
Signature                      By

______________          ___________________
Print Name                     Its

Address                   Address

                          Date received
<PAGE>

                                                                         Annex-G

                         STOCK OPTION EXERCISE NOTICE

The Company Secretary
Wipro Limited
Sarjapur Complex
76P & 80P
Doddakannelli Village
Sarjapur Road
Bangalore - 560 035

Through: Business Unit HR Head

1. Exercise of Option

Effective today, ________________, _________ the undersigned ("Purchaser")
hereby elects to purchase ____________ shares (the "shares") of _____________
(the "Company") under and pursuant to the Wipro Employee Stock Option Plan xxxx
and the Stock Option Agreement dated _________ (the "Option Agreement").  The
purchase price for the shares shall be Rs. xxxxxxx, as required by the Option
Agreement.

2. Delivery of Payment

Purchaser herewith delivers to the Company the full purchase price for the
shares by way of cash / cheque for an amount of Rs.                     and
request  for the shares to be credited  to the purchaser's demat account no.
DP  ID             and DP Name:

3. Representations of Purchaser

Purchaser acknowledges that Purchaser has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and
conditions.

4. Rights as Shareholder

Until the issuance (as evidenced by the appropriate entry in the books of the
Company or of a duly authorised transfer agent or depository of the Company) of
the shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the optioned shares, notwithstanding the
exercise of the Option. The shares so acquired shall be issued to the Optionee
as soon as practicable after excise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date of
issuance, except as provided in the Plan.

5. Tax Consultation

Purchaser understands that Purchaser may suffer adverse tax consequences as a
result of Purchaser's purchase or disposition of the shares.  Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the shares and that
Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement

The Plan and Option Agreement are incorporated herein by reference.  This
Agreement, the Plan and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified adversely to the
Purchaser's interest except by means of a writing signed by the Company and
Purchaser.
<PAGE>

7. Governing Law

This agreement shall be governed by the internal substantive laws as well as the
laws of India.

Submitted by:

PURCHASER
______________
Signature

Name:            Employee No.

Address



                             For official use only
                             ---------------------


  Authorised  person from Business Unit HR Head



  1.  Optionee is alive and in service

  2.  Optionee has not submitted his resignation

  3.  Optionee has not breached any employment terms

  4.  No disciplinary action  is contemplated against Optionee

  5.  Optionee complies with the terms of WESOP agreement

  6.  Optionee was on Loss of Pay for ------ (No of days)
      and hence his vesting period is extended upto
      -------  ( date)  ( strike off, if it doesn't apply)

  7   Any other Remarks



  Accepted by BU                  :

  Date  Received                  :

  Signature of authroised person  :

  Recommended for Exercise by Business Unit Human Resources Head:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>2000 EMPLOYEE STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2

                      WIPRO EMPLOYEE STOCK OPTION PLAN 2000

1.    SHORT TITLE, EXTENT AND COMMENCEMENT.

a.    This Plan may be called the "WESOP 2000."

b.    It applies only to the bonafide employees of the Company, its all
      subsidiaries whether now or hereafter existing, as well as to all the
      Directors of the Company.

c.    It shall be deemed to have come into force on the 27th July 2000 or on
      such other date as may be decided by the Board of Directors of the
      Company.

2.    OBJECTIVES OF THE PLAN

The principal objectives of this Plan are to:

a.    Attract, retain and motivate talented and critical employees

b.    Encourage employees to align individual performance with company
      objectives

c.    Reward employee performance with ownership in proportion to their
      contribution

d.    Align employee interest with those of the organisation

e.    Encourage employees to create share market value.

3.    DEFINITIONS

As used herein, unless repugnant to the context the following definitions shall
apply:

a.    "Applicable Laws" means the legal requirements relating to Stock Options
      Plans, including, without limitation, the tax, securities or corporate
      laws of India, any stock exchange in which the shares are listed or
      quoted.

b.    "Administrator" means the Compensation & Benefits Committee.

c.    "Board" means the Board of Directors for the time being of the Company.

d.    "Company" means Wipro Limited.

e.    "Compensation and Benefits Committee" means the Compensation and
      Benefits Committee appointed by the Board.

f.    "Director" means a member of the Board.

g.    "Permanent Disability" means any disability of whatsoever nature be it
      physical, mental or otherwise which incapacitates or prevents or handicaps
      an employee from performing any specific job, work or task which the said
      employee was capable of performing immediately before such disablement.

h.    "Employee" means a permanent employee of the company working in India or
      out of India; or a director of the company, whether a whole time director
      or not; or an employee as defined in sub-clauses (a) or (b) of a
      subsidiary in India or out of India, or of a holding company of the
      company An Employee shall continue to be an Employee during the period (i)
      any leave of absence approved by
<PAGE>

      the Company or (ii) transfers between locations of the Company or between
      the Company, its Parent, any Subsidiary, or any successor.

(i)   "Eligible Employee" means an employee who qualifies for issue of Options
      under this Plan and who fulfills the conditions as decided in the
      evaluation process and will include new employees joining the Company as
      well as those who have been appointed to join the company. Promoter
      Employees and Promoter Directors are not eligible under this Plan. Further
      any person holding 2% or more of the paid up share capital of the
      Company's equity shares at any time after the commencement of this Plan
      shall not be eligible under this Plan.

(j)   "Exercise" means making of an application by the employee to the company
      for issue of shares against option vested in him in pursuance of the plan
      and paying the exercise price for the options.

(k)   "Exercise Price" means, the price payable by the employee for exercising
      the option granted to him under this plan as may be decided by the
      Administrator from time to time.

(l)   "Exercise Period" means the time period after vesting within which the
      employee should exercise his right to apply for shares against the option
      vested in him in pursuance of the plan.

(m)   "Fair Market Value" of a share means the market price as defined by
      Securities and Exchange Board of India from time to time.

(n)   "Option" means a Stock Option granted pursuant to the Plan, comprising of
      a right but not an obligation granted to an employee under the Plan to
      apply for and be allotted shares of the company at the exercise price
      determined earlier, during or within the exercise period, subject to the
      requirements of vesting.

(o)   "Option Agreement" means a written agreement between the Company and an
      Optionee evidencing the terms and conditions of an individual Option
      grant. The Option Agreement is subject to the terms and conditions of the
      Plan.

(p)   "Optionee" means the holder of an outstanding Option granted pursuant to
      this Plan.

(q)   "Plan" means Wipro Employees Stock Option Plan 2000.

(r)   "Shares" mean, the equity shares of the Company which have no preference
      in respect of dividends or in respect of amounts payable in the event of
      any voluntary liquidation or winding up of the company.

(s)   "Subsidiary" means a subsidiary of the Company, whether now or hereafter
      existing as defined under Section 4 of the Companies Act, 1956.

(t)   "Vesting" means the process by which the employee is given the right to
      apply for shares of the Company against the option granted to him in
      pursuance of the plan.

(u)   "Vesting Period" means the period after which the vesting of the option
      granted to the employee in pursuance of the plan takes place and does not
      include any period of service for which employee was not paid salary/wages
      other than for reasons approved by the Administrator.

4.    QUANTUM OF SHARES SUBJECT TO THE PLAN

a.    The maximum number of the shares which shall be subject to Option under
      the Plan is as under:

        -----------------------------------------------------------------
        Nominal value per share:         The maximum number of shares
                                         subject to option under the
                                         plan is
        -----------------------------------------------------------------
        Rs. 2(Two)                       25,000,000 (Twenty Five million)
        -----------------------------------------------------------------

                                                                               2
<PAGE>

a.    The shares, which are subject to Option, shall be authorised but unissued.

b.    If an Option expires or becomes unexercisable without having been
      exercised in full, the unpurchased shares, which were subject thereto,
      shall become available for future grant or sale under the Plan (unless the
      Plan has terminated).

c.    Where shares are issued consequent upon exercise of an Option under the
      Plan, the maximum number of shares which are subject to option referred to
      in Section 4(a) above stands reduced to the extent of such shares issued.

5.    ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Administrator as per the provisions of the
Plan.

6.    POWERS OF THE ADMINISTRATOR

Subject to the provisions of the Plan and subject to the approval of any
relevant authorities, the Administrator shall have the authority at its sole
discretion to:

I.    determine Exercise Price;

II.   select the Eligible Employees to whom Options may from time to time be
      granted hereunder;

III.  determine the number of shares to be covered by each such Option
      granted hereunder;

IV.   determine the vesting period and the exercise period;

V.    determine the number of shares and / or the exercise price in the case
      of bonus shares, preferential allotments (if any) and rights
      issues/dilution.

VI.   approve forms of agreement for use under the Plan;

VII.  determine the terms and conditions, of any option granted hereunder not
      being inconsistent with the provisions of the plan;

VIII. prescribe, amend and rescind rules and regulations relating to the
      Plan; and

IX.   construe and interpret the terms of the Plan and Options granted
      pursuant to the Plan

7.    EFFECT OF ADMINISTRATOR'S DECISIONS

All decisions, determinations and interpretations of the Administrator shall be
final and binding on all concerned.

8.    ELIGIBILITY FOR GRANT OF OPTIONS

a.    Only Employees are eligible for being granted options

b.    Each Option shall be designated in the Option Agreement.

c.    Neither the Plan nor any Option shall confer upon any Optionee any right
      with respect to continuing the Optionee's relationship as an Employee with
      the Company, nor shall it interfere in any way with his or her right or
      the Company's right to terminate such relationship at any time, for any
      reason whatsoever.

                                                                               3
<PAGE>

9.    RIGHTS OF AN OPTIONEE

Unless and until the Options have been exercised and/or transferred/allotted to
the name of the Optionee in accordance with the provisions of the Companies Act,
1956, the Optionee or his/her nominee shall not have any rights whatsoever as a
shareholder including rights for receipt of dividend and/or for voting with
respect to Options granted.

10.   TERM OF PLAN

The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 20 of the Plan.

11.   TERM OF OPTION

The term of each Option shall be stated in the Option Agreement; provided,
however, that the item shall be no more than six (6) years from the date of
grant thereof.

12.   MAXIMUM QUANTUM OF OPTIONS PER OPTIONEE

The maximum quantum of Option per Optionee shall not exceed 5% of the total
paid up equity capital during the tenure of the plan.

13.   VESTING PERIODS OF OPTIONS

a.    The minimum vesting period of an Option shall not be less than a period of
      12 months from the date of grant of the option.

b.    The maximum vesting period of an Option shall not be more than a period 84
      months from the date of the grant of the Option.

c.    Subject to the minimum and maximum vesting periods of an Option referred
      to in Section 13(a) and (b) above, the Administrator shall have the sole
      discretion to decide upon the vesting periods in respect of any Optionee
      or a category of Optionee.

14.   CONSIDERATION PAYABLE BY OPTIONEE WHILE EXERCISING OPTION

a.    The consideration payable by an Optionee for exercising an Option would
      be as per the exercise price.

b.    The consideration to be paid for the shares to be issued upon exercise of
      an Option, including the method of payment shall be determined by the
      Administrator at the time of grant. Such consideration may be paid by way
      of:

           i.   cash
           ii.  cheque or cheque equivalent

      In making its determination as to the type of consideration to accept, the
      Administrator shall consider if acceptance of such consideration may be
      reasonably expected to benefit the Company.

                                                                               4
<PAGE>

15.   METHODOLOGY OF EXERCISE OF OPTIONS

a.    Procedure for Exercise of Options

      An Option granted hereunder shall be exercisable according to the terms
      hereof at such times and under such conditions as determined by the
      Administrator and set forth in the Option Agreement. The Option shall be
      deemed exercised when the Company receives;

          i.    written or electronic notice or exercise (in accordance with the
                Option Agreement) from the person entitled to exercise the
                Option
          ii.   full payment for the shares with respect to which the Option is
                exercised.

      Options will become exercisable in part or whole. The unexercised portion
      of the Option will continue to be available to the Optionee or the
      nominee, for exercise, in case of specified circumstances such as death,
      disability, etc. upto such time frame as provided for in the stock option
      agreement.

b.    Exercise of options in the case of separation of an Employee from the
      Company

          i.    In the event of separation of an employee from the company due
                to reasons of permanent and total disability of the Optionee,
                the Optionee may exercise his or her Option both vested as well
                as unvested immediately after the date of permanent and total
                disability but in no event later than six months from the date
                of separation from employment.

          ii.         In the event of death of an employee while in employment
                with the Company, the Options granted both vested and unvested
                may be exercised by the Optionee's nominee immediately after,
                but in no event later than six months from the date of
                Optionee's death.

          iii.        In the event of death of an employee while in employment
                with the Company, the Options granted both vested and unvested
                may be exercised by the Optionee's nominee immediately after,
                but in no event later than six months from the date of such
                termination.

          iv.         In the event of resignation from employment for reasons of
                normal retirement or an early retirement specifically approved
                by the company, the Options granted both vested and unvested may
                be exercised by the Optionee's nominee immediately after, but in
                no event later than six months from the date of Optionee's
                retirement.

          v.          In the event of resignation, all Options, which are not
                vested on the date of submission of resignation, shall expire
                and stand terminated with effect from that date. However, all
                options which has already been vested as on that date shall be
                exercised by the employee immediately but not later than 7 days
                from the date of resignation.

          vi.         In the event of abandonment of service by an Optionee
                without company's consent, all Options including those, which
                are vested but were not exercised at the time of abandonment of
                service shall stand terminated with immediate effect. The date
                of abandonment of an employee shall be decided by the Company at
                its sole discretion which decision shall be binding on all
                concerned.

                                                                               5
<PAGE>

c.    Breach of the policies of the Company or the terms of employment

      In the event of breach of the policies of the company or the terms of
      employment by the Optionee, during the term of his employment and
      thereafter for a period of one year, all options, including those which
      are vested but not exercised at the time of such breach shall expire and
      stand terminated with effect from the date of such breach.

16.   CONSEQUENCE OF FAILURE TO EXERCISE OPTION

The amount payable by the employee, if any, at the time of grant of Option:

a.    may be forfeited by the company if the Option is not exercised by the
      employee within the exercise period; or

b.    the amount may be refunded to the employee if the Options are not
      vested due to non-fulfillment of condition relating to vesting of
      option as per the Plan.

17.   NON TRANSFERABILITY OF OPTIONS

The Options granted under this Plan are not eligible to be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws or descent or distribution and may be exercised, during the
life time of the Optionee, only by the Optionee.

18.   ADJUSTMENTS OF NUMBER AND EXERCISE PRICE OF OPTION IN CERTAIN CASES

a.    Capitalisation by way of issue of bonus shares:

      Subject to any required action by the shareholders of the Company, all the
      Options including those which are vested but were not exercised and / or,
      as well as the price per share covered by each such outstanding Option,
      shall be proportionately adjusted for any increase in the number of issued
      shares resulting from issue of bonus shares without receipt of
      consideration by the Company.

b.    Issue of rights shares:

      Subject to any required action by the shareholders of the Company, all the
      options including those which are vested but were not exercised and/or the
      price per share covered by each such outstanding Option, shall be
      proportionately adjusted for any increase in the number of issued shares
      resulting from issue of rights shares.

c.    Issue of additional equity other than by way of issues of rights shares:

      In the event of issues of additional shares other than by way of rights
      shares at less then fair market value, the Optionee shall have the right
      to acquire shares covered by each outstanding Option at the value at which
      the additional equity is infused, for a quantum, equivalent to the
      proportion of the awarded options bears to the total paid up equity
      capital of the Company before the infusion of equity.

                                                                               6
<PAGE>

d.    Merger or Asset sale:

      In the event of a merger of the Company with or into another company, all
      the options including those which are vested but were not exercised,
      and/or the price per share covered by each such outstanding shall be
      proportionately adjusted to give effect to the merger or asset sale.

e.    Dissolution or liquidation of the Company:

      In the event of dissolution or liquidation of the Company, the
      Administrator shall notify each Optionee as soon as practicable prior to
      the effective date of such proposed transaction. The Administrator at its
      discretion may provide for an Optionee to have right to exercise his or
      her Option until 15 days prior to such transaction as to all of the
      Optioned Stock covered thereby, including shares as to which the Option
      would not otherwise be exercisable.

19.   TIME OF GRANTING OPTIONS

The date of grant of an Option shall be the date specified in the "Option
Agreement".

20.   AMENDMENT AND TERMINATION OF THE PLAN

a.    Amendment and Termination:

The Board may subject to 20(b) below, at any time amend, after, suspend or
terminate the Plan provided that such variation is not prejudicial to the
interest of the option holder.

b.    Shareholder approval:

The Board shall obtain shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Applicable Laws.

c.    Effect of Amendment or Termination:

No amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee.

21.   CONDITIONS UPON ISSUANCE OF SHARES

a.    Legal Compliance:

Shares shall not be issues pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

b.    Inability to obtain authority:

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained.

                                                                               7
<PAGE>

22.   RESERVATION OF SHARES

The Company during the term of this Plan, shall at all times reserve and keep
available such number of shares as part of its authorised share capital as shall
be sufficient to satisfy the requirements of the Plan.

23.   SHAREHOLDER APPROVAL

The Plan shall be subject to approval by the shareholders of the Company within
twelve (12) months after the date the Plan is adopted. Such shareholder approval
shall be obtained in the degree and manner required by Applicable Laws.

                                                                               8
<PAGE>

                                                                        Annnex D

                            STOCK OPTION AGREEMENT
             Pursuant to the Wipro Employee Stock Option Plan 2000

                                    Part I

                         Notice of Stock Option Grant

  You have been granted an option to purchase shares of the Company, subject to
  the terms and conditions of the Plan and the Option Agreement, as follows:

  Name of Optionee    :
  Business Unit       :

  Grant Number                       :
  Date of Grant                      :
  Exercise price per share           :
  Total number of options granted    :
  Total exercise Value               :
  Exercise period
  Expiration date of option          :

  Vesting Schedule:

                                    Part II
                               Option Agreement

I    Grant of Option

     The Plan Administrator of the Company hereby grants to the Optionee named
     in the Notice of Grant attached as Part I of this Agreement (the
     "Optionee") an option (the "Option") to purchase the number of shares, as
     set forth in the Notice of Grant, at the exercise price per share set forth
     in the Notice of Grant (the "Exercise Price"), subject to the terms and
     conditions of the Plan and this Option Agreement. Subject to Section 20 of
     the Plan, in the event of a conflict between the terms and conditions of
     the Plan and the terms and conditions of this Option Agreement, the terms
     and conditions of the Plan shall prevail.

II   Terms and Conditions of Exercise of Option

     Subject to applicable laws, the Options under this agreement shall be
     exercised as below:

1.   For an employee continuing in the service of Wipro, his/her vested Options
     can be exercised at any time AS as per the plan.

2.   Exercise of options in the case of separation of an Employee from the
     Company

        i.   In the event of separation of an employee from the company due to
             reasons of permanent and total disability of the Optionee, the
             Optionee may exercise his or her Option both vested as well as
             unvested
<PAGE>

             immediately after the date of permanent and total disability but in
             no event later than six months from the date of separation from
             employment.

        ii.        In the event of death of an employee while in employment
             with the Company, the Options granted both vested and unvested may
             be exercised by the Optionee's nominee immediately after, but in no
             event later than six months from the date of Optionee's death.

        iii.       In the event of termination of employment for reasons of
             misconduct, all options including those, which are vested but not
             exercised at the time of termination of employment, shall expire
             and stand terminated with effect from the date of such termination.

        iv.        In the event of separation from employment for reasons of
             normal retirement or an early retirement specifically approved by
             the company, the Options granted both vested and unvested may be
             exercised by the Optionee's nominee immediately after, but in no
             event later than six months from the date of Optionee's retirement

        v.         In the event of resignation, all Options, which are not
             vested on the date of submission of resignation, shall expire and
             stand terminated with effect from that date. However, all options
             which has already been vested as on that date shall be exercised by
             the employee immediately but not later than 7 days from the date of
             resignation.

        vi.        In the event of abandonment of service by an Optionee without
             company's consent, all Options including those, which are vested
             but were not exercised at the time of abandonment of service shall
             stand terminated with immediate effect. The date of abandonment of
             an employee shall be decided by the Company at its sole discretion
             which decision shall be binding on all concerned.

3. In the event of breach of the policies of the company or the terms of
employment by the Optionee, during the term of his employment and thereafter for
a period of one year, all options including those which are vested but not
exercised at the time of such breach shall expire and stand terminated with
effect from the date of such breach. In this context:

   i.   Optionee confirms that he/she shall not engage himself/herself in
        activities that have and will have an adverse impact on the reputation
        of WIPRO.

   ii.  Optionee confirms that while during the employment of Wipro he/she shall
        engage himself/herself exclusively in the work assigned by WIPRO and
        shall not take up any independent or individual assignments (whether the
        same is part time or full time, in an advisory capacity or otherwise)
        directly or indirectly without the express written consent of the Vice-
        Chairman of the Company or the Head of Corporate Human Resources.

   iii. Optionee confirms that he/she shall not, directly or indirectly, engage
        in any activity or have any interest in, or perform any services for any
        person who is involved in activities, which are or shall be in conflict
        with the interests of Wipro.

   iv.  In consideration of the options granted to the Optionee, as also,
        opportunities, training and access to new techniques and know-how that
        have been made available to the Optionee, Optionee confirms that he/she
        shall be bound by a confidentiality covenant. As part of this covenant,
        Optionee agrees to maintain as secret and confidential all Confidential
        Information (as defined herein) and shall not use or divulge or disclose
        any such Confidential Information except as may be required under
        obligation of law or as may be required by WIPRO and in the course of
        his/her employment. Such covenant shall endure during the course of
        Optionee's employment and for a period of one (1) year after the
        termination of his/her employment with WIPRO (irrespective of the
        circumstances of, or the reason for, the termination).

   v.   Optionee understand that clause above applies to such information that
        WIPRO believes is confidential and in this respect Optionee shall be
        guided by the Polices of WIPRO. Consequently, the Optionee understands
        that "Confidential Information" means all information about WIPRO that
        satisfies one or more of the following conditions:
<PAGE>

a.  it has not been made generally available to the public either by WIPRO or by
    a third party with WIPRO's consent; or

b.  it is critical to WIPRO's current or anticipated business or research and
    development activities or those of a customer or supplier or associate or
    channel partner of WIPRO and the disclosure of the same would affect their
    competitiveness; or

c.  it either has been identified as confidential by WIPRO (orally or in
    writing) or it has been maintained as confidential from outside parties and
    is recognised as intended for internal disclosures only; or

d.  it either is of a nature that it gives a distinct edge to Wipro over
    competition when not shared with the competition, or is likely to give the
    same advantage to the competition or any other organisation / person / group
    of persons when shared with the organisation / person / group of persons; or

e.  it is required to be kept confidential by any requirement of law.

"Confidential Information" includes all trade related information, trade
secrets, confidential and privileged information, customer information, employee
related information, strategies, administration, research in connection with
WIPRO and commercial, legal, scientific, technical data that are either provided
to or made available to the employee by the Company to facilitate his work or
that the employee is able to know or has obtained access by virtue of his
employment or position with the Company.

By way of illustration, the following are examples of Confidential Information:

a.    computer programmes, inventions, samples, designs, drawings, machines,
      tools, photographs, source codes, object codes, methods, concepts,
      formulas, algorithms, processes, technical specificiations, analyses,
      discoveries, improvements, marketing methods, manufacturing processes,
      research and development information;

b.    organisational matters, business plans, company Policies, sales forecasts,
      employee and personnel information (including information pertaining to
      their terms of employment, experience, contact details, appraisals,
      performance, competencies, specialised skills / expertise, medical
      information etc.);

c.    non-public financial information of WIPRO including the financial results
      of WIPRO for any period;

d.    Business Plans of WIPRO, monthly flash reports / actual reports /
      estimates circulated by WIPRO.

e.    current and prospective customer lists and information on customers and
      their employees;

f.    information relating to existing and potential intellectual property of
      WIPRO;

g.    Dividend policy including the intended declaration of dividend.

h.    Issue of shares by way of public offers, rights issues, bonus issue,
      employee stock options.

i.    Major expansion plans or execution of new projects including information
      concerning amalgamations, mergers, acquisitions and takeovers being
      planned or contemplated by WIPRO and information concerning the purchase
      of major equipment or property and the disposal of any undertakings of
      WIPRO.

j.    Information relating to acquisition or loss of a significant contract,
      significant disputes with major suppliers, consumers or any Governmental
      or regulatory agency.

k.    Any information that may affect the earnings / profitability of WIPRO.

L.    Any other change in policies, plans or operations of WIPRO.

vi.   During the course of Optionee's employment with the Company and for a
      period of one year after separation of his/her employment with WIPRO
      (irrespective of the circumstances of or the reason for the separation)
      the Optionee is under contractual obligation with the Company not to
      either directly or indirectly solicit, induce or encourage any existing
      employee to become associated with or perform services of any nature for
      any third party.

vii.  In connection with his/her employment and during the term of his/her
      employment Optionee shall disclose and assign to WIPRO as its exclusive
      property, all developments developed or conceived by the Optionee solely
      or jointly with others and shall in this context be guided by the policies
      of WIPRO.

viii. Optionee shall respect and safeguard the trade secrets and confidential
      information of his/her former employers and will not disclose to WIPRO or
      use in WIPRO's business or activities, or cause WIPRO or
<PAGE>

      its employees, directly or indirectly to use, any information or material
      that is confidential to any former employer, unless such information or
      material is no longer confidential or written consent of such former
      employer has been obtained. Optionee confirm that this clause extends to
      the intellectual property rights or proprietary information or information
      which could potentially be proprietary or of the nature of intellectual
      property that his/her previous employer has in relation to the Optionee's
      employment with such former employer.

ix.   Optionee confirms that he/she shall comply with the various policies of
      the Company that may be notified/amended from time to time.

x.    Any breach of the above clauses shall apart from cancellation of the
      Options granted under this agreement shall also be a ground for the
      Company proceeding against the Optionee for suitable legal action
      including damages.

III   Exercise of Option

      a.  Right to Exercise:
          This Option is exercisable during its term in accordance with the
          vesting schedule set out in the Notice of Grant and the applicable
          provisions of the Plan and this Option Agreement.

      b.  Method of Exercise
          This Option is exercisable by delivery of an exercise notice, in the
          prescribed form attached as the "Exercise Notice", which shall state
          the choice to exercise the Option, the number of shares in respect of
          which the Option is being exercised (the "Exercised shares"), and such
          other representations and agreements as may be required by the Company
          pursuant to the provisions of the Plan. The Exercise Notice shall be
          completed by the Optionee and sent to the Company Secretary of the
          Company through Business Unit Human Resources Head.

          No shares shall be issued pursuant to the exercise of this Option
          unless such issuance and exercise complies with Applicable Laws.
          Assuming such compliance, for income tax purposes the Exercised shares
          shall be considered transferred to the Optionee on the date the Option
          is exercised with respect to such Exercised Shares.

IV   Method of Payment

     Payment of the aggregate Exercise Price shall be by cash or cheque / cheque
     equivalent for the shares in respect of which the Option is exercised.

V    Non transferability of Option

     The Options granted under this plan are not eligible to be sold, pledged,
     assigned, hypothecated, transferred or disposed of in any manner other than
     by will or by the laws of descent or distribution and may be exercised,
     during the life time of the Optionee, only by the Optionee.

VI   Term of Option

     This Option may be exercised only within the term set out in the Notice of
     Grant, and may be exercised during such term only in accordance with the
     Plan and the terms of this Option Agreement.

VII  Entire Agreement

     The Plan is incorporated herein by reference. The Plan and this Option
     Agreement constitute the entire agreement of the parties with respect to
     the subject matter hereof and supersede in their entirety all prior
     undertakings and agreements of the Company and Optionee with respect to the
     subject matter hereof, and may not be modified adversely to the Optionee's
     interest except by means of a writing signed by the Company and Optionee.

VIII No guarantee of continued service
<PAGE>

     Optionee acknowledges and agrees that the vesting of shares pursuant to the
     vesting schedule herof is earned only by continuing as an employee at the
     will of the Company. Optionee further acknowledges

     and agrees that this agreement, the transactions completed hereunder and
     the vesting schedule set forth herein do not constitute an express or
     implied promise of continued employment of the Optionee for the vesting
     period, for any period, or at all, and shall not interfere with Optionee's
     right or the Company's right to terminate Optionee's relationship as an
     employee at any time with or without cause.

     By your signature and signature of the Company's representative below, you
     and the Company agree that this Option is granted and governed by the terms
     and conditions of the Plan and this Option Agreement. Optionee has reviewed
     the Plan and this Option Agreement in their entirety, has had an
     opportunity to obtain the advice of counsel prior to executing this Option
     Agreement and fully understands all provisions of the Plan and Option
     Agreement. Optionee hereby agrees to accept as binding, conclusive and
     final all decisions or interpretations of the Administrator upon any
     questions relating to the Plan and Option Agreement. Optionee further
     agrees to notify the Company upon any change in the residence address
     indicated below:

IX   Governing Law

     This agreement shall be governed by the internal substantive laws as well
     as the laws of India.

       OPTIONEE                          COMPANY

       Signature                         Signature
       Name     :                        Name       :
       Residential Address :

WIPRO LIMITED


     Signature & Name                             Signature & Name
     Witness for Optionee                         Witness for Company

                    Dated :
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meaning in the Option Agreement.
<PAGE>

                                                                         Annex-G

                         STOCK OPTION EXERCISE NOTICE

The Company Secretary
Wipro Limited
Sarjapur Complex
76P & 80P
Doddakannelli Village
Sarjapur Road
Bangalore - 560 035

Through: Business Unit HR Head

1. Exercise of Option

Effective today, ________________, _________ the undersigned ("Purchaser")
hereby elects to purchase ____________ shares (the "shares") of _____________
(the "Company") under and pursuant to the Wipro Employee Stock Option Plan 2000
and the Stock Option Agreement dated _________ (the "Option Agreement").  The
purchase price for the shares shall be Rs. xxxxxxx, as required by the Option
Agreement.

2. Delivery of Payment

Purchaser herewith delivers to the Company the full purchase price for the
shares by way of cash / cheque for an amount of Rs.                     and
request  for the shares to be credited  to the purchaser's demat account no.
DP  ID             and DP Name:

3. Representations of Purchaser

Purchaser acknowledges that Purchaser has received, read and understood the Plan
and the Option Agreement and agrees to abide by and be bound by their terms and
conditions.

4. Rights as Shareholder

Until the issuance (as evidenced by the appropriate entry in the books of the
Company or of a duly authorised transfer agent or depository of the Company) of
the shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the optioned shares, notwithstanding the
exercise of the Option. The shares so acquired shall be issued to the Optionee
as soon as practicable after excise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date of
issuance, except as provided in the Plan.

5. Tax Consultation

Purchaser understands that Purchaser may suffer adverse tax consequences as a
result of Purchaser's purchase or disposition of the shares.  Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems
advisable in connection with the purchase or disposition of the shares and that
Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement

The Plan and Option Agreement are incorporated herein by reference.  This
Agreement, the Plan and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified adversely to the
Purchaser's interest except by means of a writing signed by the Company and
Purchaser.
<PAGE>

7. Governing Law

This agreement shall be governed by the internal substantive laws as well as the
laws of India.

Submitted by:

PURCHASER
______________
Signature

Name:            Employee No.

Address



                             For official use only
                             ---------------------


  Authorised  person from Business Unit HR Head



  1.  Optionee is alive and in service

  2.  Optionee has not submitted his resignation

  3.  Optionee has not breached any employment terms

  4.  No disciplinary action  is contemplated against Optionee

  5.  Optionee complies with the terms of WESOP agreement

  6.  Optionee was on Loss of Pay for ------ (No of days)
      and hence his vesting period is extended upto
      -------  ( date)  ( strike off, if it doesn't apply)

  7   Any other Remarks



  Accepted by BU                  :

  Date  Received                  :

  Signature of authroised person  :

  Recommended for Exercise by Business Unit Human Resources Head:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>WIPRO EQUITY REWARD TRUST
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                          WIPRO EQUITY REWARD TRUST

THIS DEED OF TRUST made this ninth day of April (One thousand nine hundred and
eighty four) between WIPRO PRODUCTS LIMITED, a public limited company
incorporated under the Indian Companies Act, 1956 and having its Registered
Office at Du Parc Trinity, 10/th/ Floor, 17 M G Road, Bangalore - 560 001
(hereinafter referred to as 'WPL' which expression shall wherever the context so
requires or admits of be deemed to include its successors and assigns) of the
One Part, and (1) Dr. (Mrs) G M H Premji and (2) Mr. K B Bugwadia, all
inhabitants of Bombay (hereinafter referred to as 'the trustees' which
expression shall wherever the context so requires or admits to be deemed to
include the survivor and / or survivors of them, their successors and other
trustee or trustees for the time being of these presents) of the One Part :

WHEREAS -

(a) WPL currently carries on business of development, manufacturing and
    marketing of consumer products like vanaspati, soap etc. fluid power
    products and microprocessor based systems and may diversify and / or enter
    into new business in the future. WPL has employed and will employ persons
    from time to time;

(b) WPL is desirous of making a voluntary irrevocable settlement of Rs. 1000/-
    (Rupees One thousand only) with the primary objective of providing a
    convenient method for conferring benefits on various qualifying employees of
    WPL and its Affiliates by way of receiving shares in WPL or any of the
    Affiliates as part of the program of WPL and its Affiliates for providing
    better motivation to such employees; and the incidental objective of
    conferring benefits by providing assistance, monetary or otherwise, to
    employees of WPL (but not any of its Affiliates).

(c) The Trustees have consented to act as the Trustees of these presents, as it
    is testified by their being parties to these presents;

(d) The said sum of Rs. 1000/- (Rupees One Thousand Only) has been paid tot he
    Trustees as evidenced by their acknowledgment hereunder given:

(e) The trust as aforesaid is constituted in accordance with and subject to the
    provisions herein contained and also subject to the Rules, as hereinafter
    defined, annexed hereto;

NOW THIS DEED WITNESSETH that in order to effectuate WPL's desire and for
diverse good and lawful consideration thereunto moving, WPL (the settlor)
directs AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1. Definitions: Unless the context otherwise requires, the following
   expressions / words shall, have the meanings respectively given against them
   below, the namely:

(a) "Affiliate" means any firm or body corporate which is owned or controlled by
    WPL or which is owned or controlled by the persons who for the time being
    control fifty-one (51) percent or more of the shares, carrying voting rights
    in WPL.
<PAGE>

(b) "Beneficiary" means any person who is employed by WPL or any of its
    Affiliates in the management category and who is declared by WPL or, as the
    case may be, any of its Affiliate, to be a beneficiary for the purposes of
    the Trust.

(c) "Period of employment" or its grammatical equivalent includes the aggregate
    period of employment in either WPL or any Affiliate or one or more of them.

(d) The date of distribution" means the date on which the last surviving
    management employee, from all management employees on the payroll of WPL on
    the date of this Trust (whether or not they are beneficiaries as defined in
    clause 1 (b) above) dies or if prior thereto the Trustees are unanimously of
    the opinion that it is expedient to advance the aid date then the date which
    the trustees may with consent of WPL specify in writing under the signature
    of all the Trustees and deliver to the bankers of the Trust at least seven
    (7) days before the date so specified.

(e) "Pro-rated cost" means the cost incurred by the trustees for acquiring the
    relevant shares and where the relevant shares include any bonus shares or
    right shares or both, the cost actually incurred shall be spread over all
    the shares including such bonus and / or right shares.

(f) "Rules" means the Rules as set out in the Annexure to this Trust Deed for
    the management and administration of the Trust Fund and shall include any
    alterations, amendments, modifications or variations made thereto from time
    to time in accordance with the provisions herein contained.

(g) "Trust fund" means the Trust fund as defined in clause 5 hereunder.

(h) "Trustees" shall mean the Trustees signing these presents and includes
    person/s who are appointed as Trustee/s in accordance with the provisions
    herein contained;

(i) "WPL" means Wipro Products Limited incorporated under the Indian Companies
    Act, 1913 and shall include its successors and assigns.

(j) Words importing 'masculine' gender and 'singular' shall respectively include
    'feminine' gender and 'plural' and vice versa.


1.  The Trust hereby established shall be called 'Wipro Equity Reward Trust'
    (hereinafter referred to as the trust or WERT) or by such other appropriate
    name as the trustees may unanimously decide from time to time.

2.  The Trust hereby constituted and established in subject to the Rules annexed
    hereto:

The Trust hereby established is irrevocable.

3.  The Trustees shall permit the said sum of Rs. 1000 (Rupees One thousand
    Only) to remain in cash or deposit the same or any part thereof with a
    scheduled bank or may acquire therefrom or from borrowings effected from WPL
    or from any of its in
<PAGE>

    WPL or such Affiliates, it being distinctly understood that the Trust shall
    not acquire any other property out of the funds available to the Trust
    except the said shares and bank deposits.

4.  The Trustees shall hold and stand possessed of the said sum of Rs. 1000/-
    (Rupees One thousand Only) and the conversion thereof and / or the
    investments for the time being held by the Trustees and / or accumulation,
    addition and accretion thereto and/ or the investments or conversion of such
    accumulations, additions and accretions thereto and / or dividend and income
    of the Trust Fund upon the Trust and with and subject to the powers,
    provisions, agreements, and declarations declared and expressed of and
    concerning the same.

5.  The Trustees shall hold and stand possessed of the Trust Fund and of any
    additions or accretions thereto upon the following trusts:

(a) Pending the date of distribution, the Trustees shall transfer, distribute
    and handover shares in WPL or its Affiliates upon a direction to that effect
    being made by WPL or any person or persons appointed by WPL for that
    purpose, to such beneficiary (ies) as may be specified in such direction and
    within the time and in accordance with the other terms and conditions that
    may be specified in such direction on the footing that in the event any part
    of the cost of acquisition of such shares has been initially met by the
    Trustees from out of a borrowing effected for the purpose of acquiring such
    shares, the beneficiary (ies) concerned shall receive and be handed over
    such shares subject to the obligation to repay the amount of such borrowing
    relative to the shares so specified in the said direction and in the event
    the beneficiary (ies), upon being made aware of such direction, requests the
    Trustees the dates in respect of his receiving or being handedover such
    shares, the Trustees shall handover the shares only in accordance with such
    request and not earlier, it being the intention that the beneficiary(ies) so
    requesting shall have no right to receive the shares, except in accordance
    with the terms and conditions specified in such direction and on or after
    the dates so advised by the beneficiary (ies).

(a) Pending the date of distribution, the Trustees shall utilize the income of
    the Trust Fund after deduction therefrom of Income-tax, Wealth-tax or any
    other tax for the payment of which the Trustees may become liable in respect
    thereof and also all other costs, outgoings and expenses in administering
    the Trust for the benefit of any beneficiaries who are employees of WPL (but
    not any of its affiliates) by way of financial assistance or providing any
    benefit of any nature whatsoever to such beneficiaries as in such manner at
    such items an in such ratio or proportion as the Trustees may, in their
    absolute discretion deem appropriate.

(b) on the date of distribution, the Trustees shall pay, transfer and hand over
    the Trust Fund to such beneficiaries who are in the employment of WPL on the
    date thereof (but not any of its Affiliates) in such manner and in such
    ratio or proportion as the Trustees may, in their absolute discretion, deem
    appropriate.

1.  If WPL (the settlor) but not any of its Affiliates or any other person or
    persons shall pay or transfer to the Trustees any other sum of money or
    contribution to the intent that the same shall be held upon the Trust
    declared by these presents, such other
<PAGE>

    sum of money or contribution(s) shall be consolidated with and form one fund
    with the Trust in all respects as if the same had been originally comprised
    in the Trust Fund.

2.  In the event the Trustees are possessed of fully paid or partly paid shares
    in WPL or its Affiliates, they shall not be entitled to sell, transfer or
    otherwise dispose off the shares, except in compliance with a direction to
    distribute the same as specified in 6 (a) above:

PROVIDED THAT the Trustees may, with the prior written consent of WPL sell such
shares but such consent shall not be granted unless, prior to the sale, the
Trustees deposit with WPL (or if the shares proposed to be sold are of an
Affiliate, with the concerned Affiliate) a sum equal to ninety eight (98)
percent of the excess, if any, of the intended sale price over the paid up value
or in case of bonus or right issues/s, over the pro-rated cost.

3.  The Trustees in exercise of the authorities and discretions hereby vested in
    them shall have absolute and uncontrolled discretion and may exercise the
    same from time to time and at any time but such authority and discretion
    shall be subject to the provisions herein contained and the Rules for the
    time being in force.

4.  The Trustees shall comply with and carry out all such directions as may be
    given to them by WPL (or any person or persons appointed by WPL) from time
    to time in relation to any matter with respect to which WPL has power under
    this Trust Deed or under the Rules to direct, determine or decide. Every
    such direction, or decision shall be notified to the Trustees in writing
    signed by any Director of WPL or other person or persons authorized in this
    behalf by WPL and any such notification as aforesaid shall be complete
    protection to the Trustees in respect of any matter therein referred to.

5.  The Trustees with the consent of WPL may at any time alter, amend, modify or
    vary all or any of the Rules and any Rules so made shall be deemed to be
    validly made as if the same had been originally contained in this Trust Deed
    and such alterations, amendments, modifications and variations shall be
    subject in like manner to be altered, amended, modified or varied:

PROVIDED THAT none of the Rules so altered, amended, modified or varied -

(a) shall be repugnant to or inconsistent with any of the provisions contained
    in the Trust Deed; and
(b) shall be repugnant to or inconsistent with any of the provisions of the law
    for the time being in force relating to the Trust.

1.  If the Trustees hereby appointed or any of them or any future Trustee or
    Trustees shall die or be out of India for more than one year continuously or
    become bankrupt or insolvent or desire to be discharged or refuse or become
    unfit or incapable to act, then and in every such case, it shall be lawful
    for the surviving or continuing Trustee or Trustees for the time being with
    the consent of WPL, and if there be no more surviving or continuing Trustee
    then for the refusing or retiring Trustee if willing to act
<PAGE>

    with the consent of WPL to appoint a new Trustee or new Trustees in place of
    the Trustee or Trustee so dying or being out of India for more than a year
    or becoming bankrupt or insolvent or desiring to be discharged or refusing
    or becoming unfit or incapable to act, and upon every such appointment the
    Trust fund shall (if an so far as the nature of the funds or other
    circumstances shall require or admit) be transferred so that the same shall
    be vested in the Trustees for the time being.



IN WITNESS WHEREOF the settlor and the Trustees have hereunto set their
respective seal and hand on the day and the year first above written.

The Common seal of Wipro Products Limited         )
Was affixed pursuant to a resolution passed       )
By its Board of Directors on 5/th/ April 1984 by  )


1. A H Premji

2. Nalin Thakor

Who being the Directors have signed in the presence of
B R Jaju

Signed and delivered by the withinnamed

1. Dr. (Mrs) G M H Premji
2. Mr. K B Bugwadia
In the presence of
B. R. Jaju


ACKNOWLEDGEMENT

We, Dr. (Mrs) G M H Premji and Mr.   as the Trustees of Wipro Equity Reward
Trust hereby acknowledge the receipt of a cash sum of Rs.1000/- (Rupees One
Thousand Only)
<PAGE>

From WIPRO PRODUCTS LIMITED, the settlor of this TRUST.



                                                  1. Dr. (Mrs) G M H Premji)


                                                  a) Mr.


Dated: April 9, 1984.
<PAGE>

               (bb)      "Derivative shares" means shares (including rights or
                    entitlement therefor) which are issued in lieu or
                    consequences of or by reason of the holding of shares which
                    are covered by the directions referred to in cl. 6 (a) of
                    the Deed of Trust dated the 9/th/ day of April, 1984, to
                    which Deed of Trust these Rules are an Annexure and without
                    prejudice to the generality of the foregoings, includes any
                    split-up, consolidated, bonus or right shares, which are
                    issue din lieu or a consequence of or by reason of the
                    holding of shares which are covered by the said directions."
<PAGE>

                       WIPRO EQUITY REWARD TRUST  RULES


1.   NAME:  the name of the Trust is Wipro Equity Reward Trust.

2.   OFFICE: the office of the Trust shall be situated at the registered office
     of Wipro Products Limited (WPL) or any other place as may be determined by
     the Trustees from time to time.

3.   DEFINITIONS: Unless the context otherwise requires, the following
     expressions/words shall have the meanings respectively given against them,
     namely:

(a)  "Affiliate" means any firm or body corporate which is owned or controlled
     by WPL or which is owned or controlled by the persons who for the time
     being control fifty one (51) percent or more of the shares, carrying voting
     rights, in WPL.

(b)  "Beneficiary" means any person who is employed by WPL or nay of its
     Affiliate in the management category and who is declared by WPL or, as the
     case may be, any of its Affiliate, to be a beneficiary for the purpose of
     the Trust.

(c)  "Period of employment" or its grammatical equivalent includes the aggregate
     period of employment in either WPL or any affiliate or one or more of them.

(d)  "Pro-rated Cost" means the cost incurred by the Trustees for acquiring the
     relevant shares and where the relevant shares include any bonus shares or
     right shares or both, the cost actually incurred shall be spread over all
     the shares including such bonus and/or right shares.

(e)  "Nominee" or "Nominees" means the spouse and/or any child of the
     beneficiary nominated by the beneficiary as provided in the Rules
     hereafter.

(f)  "Rules" means the Rules as set out hereunder and shall include any
     alterations, amendments, modifications, or variations made thereto from
     time to time.

(g)  "Trust fund" shall mean Wipro Equity Reward trust.

(h)  The Trust Deed" shall mean the deed of trust executed by WPL and the
     Trustees for the purpose of administering the Trust in accordance with the
     Rules and shall include any alterations, amendments, modifications or
     variations made thereto under any law for the time being in force.

(i)  "Trustees" shall mean the Trustees for the time being of the Trust.
<PAGE>

(j)  "Trust fund" means the Trust fund of the Trust as referred to in clauses
     five and six of the Trust Deed.

(k)  "WPL" means Wipro Products Limited incorporated under the Indian Companies
     Act 1913 and shall include its successors and assigns.

(l)  Words importing 'masculine' gender and 'singular' shall respectively
     include 'feminine' gender and 'plural' number and vice versa.

3.   AIMS & OBJECTIVES:

     The aims and objects of the Trust are -

     a)        to provide a convenient method for conferring benefits on the
          beneficiaries of WPL and its Affiliates by way of receiving shares in
          WPL or any of its Affiliates as part of program of WPL and its
          participating Affiliates for providing better motivation to such
          beneficiaries and

     b)        to confer benefits by providing assistance, monetary or otherwise
          to the beneficiaries of WPL (but not any of its Affiliates).

     PROPERTIES & MONIES: The properties and monies of the Trust shall consist
     of the following:

     a)        Grants, donations and contributions from WPL;

     b)        Monies raised by loans / borrowings from WPL or any of its
          Affiliates;

     c)        Interest and dividend on investments forming part of the
          properties and monies of the Trust; and

     d)        All other movable property howsoever acquired (otherwise than by
          way of grants, donations and contributions) and belonging to the
          Trust.


6.   ADMINISTRATION OF THE TRUST AND PROVISIONS REGARDING TRUSTEES:

     a)        Control and vesting of properties and monies: The properties and
          monies of the Trust shall be under the control of the Trustees and
          shall be vested in the names of such person or persons (including a
          bank or corporation) as may be appointed by the Trustees from time to
          time and may be vested in the sole name of any bank or corporation;
<PAGE>

     b)         Full authority and discretion: Subject to the provisions
          contained the trust deed and the Rules, the Trustees shall have full
          authority and discretion to carry on the administration of the Trust;

     c)         General Powers of the Trustees: The entire administration and
          affairs of the Trust shall be managed by the Trustees.

     d)         Specific powers of the Trustees: Without prejudice to the
          generality of the foregoing provisions, the Trustees shall have the
          following specific powers:

          i)        To appoint, suspend, punish or dismiss the salaried
                employees of the Trust;

          ii)       To provide benefits for the salaried employees of the Trust,
                if deemed necessary;

          iii)      To hear and deal with complaints pertaining to the affairs
                of the Trust;

          iv)       To hold and administer the properties and monies and pay all
                costs, charges and expenses in any way incurred by the Trust,
                and to have custody of the records, documents, papers, etc. of
                the Trust and to examine and check the accounts and other
                records of the Trust;

          v)        To open accounts with any scheduled bank/s and to pay money
                into and draw money from any such account from time to time as
                may deem fit and to appoint a person or persons to operate all
                such accounts;

          vi)       To acquire shares of WPL or any of its Affiliates (by
                subscription or otherwise);

          vii)      From time to time appoint with or without remuneration (as
                may be determined) managers, secretaries, clerks and other
                employees as may be deemed expedient for carrying out the
                objects and purpose of the Trust;

          viii)     To make, vary or rescind rules and others, if any, for the
                administration of the objects of the objects of the Trust and
                the management, control and maintenance of all properties,
                moneys, documents and books of accounts pertaining to the Trust
                and for the conduct of the affairs of the Trust;
<PAGE>

          xi)       To appoint any person or persons (whether incorporated or
                not) to accept and hold in trust for the Trust any property
                belonging to the Trust or in which it is interested or for any
                other purpose and to accept and do all such acts and things as
                may be requisite in relation to any such trust;

          x)        At any time and from time to time by power of attorney to
                appoint any person or persons to be the attorney or attorneys of
                the Trust for such purposes and with such powers, authorities
                and discretions and for such period and subject to such
                conditions as the Trustees may from time to time think fit;

          xi)       To borrow or obtain loans from WPL or any of its Affiliates
                for the purposes of the Trust;

          xii)      To enter into all such negotiations and contracts and
                rescind and vary all such contracts and execute all acts, deeds
                and things in the name and/or on behalf of the Trust as the
                Trustees may consider expedient for or in relation to any of the
                objects or otherwise for the purpose of the Trust, to authorise
                an person or persons whether Trustees or not to sign and execute
                all contracts, agreements, documents, instruments, deeds and
                papers whatsoever relating to the administration and affairs of
                the Trust or otherwise in which the Trust is interested

          xiii)     To institute, conduct, defend, compound or abandon any legal
                proceedings by or against the Trust or its officer or otherwise
                concerning the affairs of the Trust and also to compound and
                allow time for payment or satisfaction of any dues or of any
                dues or of any demand by or against the Trust/

          xiv)      To refer any claim or demand by or against the Trust to
                arbitration and observe and perform the awards;

          xv)       To make all payments from the Trust for carrying out its
                objects

          xvi)      To appoint sub-committee or sub-committees consisting of
                such members of their body as they deem fit for such purposes as
                may be considered necessary with or without powers to co-opt
                members; and

          xvii)     Generally, to delegate the powers and authority vested in
                the Trustees to any person, firm, company or fluctuating body of
                persons.
<PAGE>

     a)        Restrictions on powers: Except acquiring the shares of WPL or any
          of its Affiliates (by subscription or otherwise0 for the purposes of
          the Trust, holding cash or depositing the monies in a schedule bank,
          the Trustees shall not make any other investment or carry any other
          business.

     b)        Number of Trustees: There shall not be less than two nor more
          than six Trustees of the Trust.

     c)        Conduct of affairs: The trustees may meet together in the office
          for the dispatch of business, adjourn or otherwise regulate their
          meetings and proceedings in such manner and at such time as they deem
          fit. Two Trustees present at the meeting shall be a quorum. Questions
          arising at any meeting shall be decided by the majority of votes and
          in case of equality of votes, the Chairman shall have a second or
          casting vote.

     d)        Quorum and validity of acts, etc: A meeting of the Trustees at
          which a quorum is present shall be competent to exercise all or any of
          the authorities, powers and discretion vested in the Trustees
          generally.

     (a)  Resolution by circularisation: The Trustees may pass resolution / s
          without any meeting of the Trustees provided that such resolution
          shall be evidenced in writing under the hands of  at least two of the
          Trustees.

     e)        Minutes: The Trustees shall cause proper minutes to be kept and
          entered in a book provided for the purpose of all their resolutions
          and proceedings and any such minutes of any meeting of the Trustees
          purported to be signed or initialed by the Chairman of such meeting or
          by the chairman of the next meeting shall be prima facie evidence of
          the matters transacted at the said meeting.

     f)        Retirement of Trustees: A Trustees may retire at any time by
          given seven days notice in writing to WPL and also to all other
          Trustees indicating his desire to retire.

     g)        Vacation of Office of Trustees: A person shall cease to be a
          Trustee if he dies or becomes insolvent/bankrupt or is unfit/incapable
          of acting as a Trustee or is out of India for more than one year
          continuously or refuses to act as a Trustee.

     h)        Remuneration:  Any Trustee, who being a professional or a partner
          of any professional firm in which he/she is a partner is engaged or
          employed in any professional capacity to act for the Trust or do any
          work for the Trust may be remunerated out of the Trust Fund by the
          Trustees for such professional work and he/she or such firm shall be
          entitled to charge the Trust for any professional services rendered to
          the Trust by such Trustees or by such firm.
<PAGE>

     i)        Reimbursement:  It shall be lawful for the Trustees to reimburse
          themselves or himself or herself or pay and discharge out of the Trust
          Fund all costs, charges and expenses incurred in carrying out the
          objects of the Trust or in or about the execution of the Trust or the
          powers conferred by the Trust Deed.

     j)        Liability of Trustees: The Trustees shall be respectively
          chargeable only for such properties, monies, stocks, shares, funds and
          securities as they shall respectively actually receive notwithstanding
          their respectively signing any receipt for the sake of conformity and
          shall be answerable and accountable only for their own respective
          acts, receipts, neglects or defaults and not for those of each other
          nor for nay banker, broker, auctioneer defaults and not for those of
          each other nor for any banker, broker, auctioneer or other person who
          or into whose hands any Trust properties, monies, stocks, shares,
          funds or securities nor for any other loss unless the same shall
          happen through their own willful default respectively and the Trustees
          and each of them may reimburse themselves or himself or herself or pay
          and discharge out of the Trust fund all costs, charges and expenses
          incurred in or about the execution of the Trust or powers conferred by
          the Trust Deed.

     k)        Delegation:  The Trustees may delegate any of their powers to any
          one or more sub-committees and they may from time to time revoke such
          delegation. Any sub-committees so formed shall in exercise of the
          powers so delegated confirm to any regulation or procedure that may
          from time to time be imposed on it by the Trustees.

     l)        Trustees to frame internal rules:  The Trustees shall be
          competent to frame subsidiary rules and internal regulations for the
          conduct of their affairs or the Trust in so far as such subsidiary
          rules and internal regulations are not inconsistent with the Rules.
          Such subsidiary rules and internal regulation shall be entered in the
          Minute Book of the Trust.

     m)        Maintenance of Accounts and Records: Accounts and records shall
          be maintained in the form, mode and manner prescribed by the Trustees
          from time to time.

7.   RECEIPT AND TRANSFER OF SHARES:

(a)  Direction to distribute: WPL or any person or persons appointed by WPL may
     from time to time notify the name of the beneficiaries who are entitled to
     receive the shares of WPL or its Affiliates. The notification shall contain
     directions on the number of such shares to be received by such beneficiary
     and the intervals at which such beneficiaries can receive such shares
     subject to the powers and provisions contained in the Trust Deed and the
     Rules

(b)  Request by beneficiary: Before the expiry of a period of five (5) years
     from the date of the notification of the name (s) of the beneficiary (ies)
     entitled to receive shares, the concerned beneficiary (ies) may request the
     Trustees to transfer
<PAGE>

     such shares to him subject to the beneficiary taking over the relative loan
     obligation. Request shall be made in the form set out in Annexure A hereto
     indicating the number of shares provided that the request shall be in
     accordance with the terms of the notification and the Rules.

(c)  Compliance with clause 6(a) of the Trust Deed: In respect of the direction
     to distribute shares as specified in the clause 6 (a) of the Trust Deed,
     the Trustees shall, before distributing and arranging for transfer of such
     shares, obtain from the beneficiary concerned the following:

     (i)       An undertaking in form set out in Annexure B hereto, not to
           transfer, dispose off or alienate the whole or part of such shares,
           including derivative shares except with the prior written consent of
           the Trustees.

     (ii)      An undertaking in the form set out in Annexure C to the effect
           that upon distribution, the shares including derivative shares shall
           be placed in safe custody which bankers of the Trust in the joint
           name of the beneficiary concerned and the Trust with instructions to
           the banker that directions concerning the disposal of shares held in
           safe custody shall be issued and acted upon the bankers only if they
           are issued jointly by the beneficiary and the Trust, in whose joint
           names the safe custody account is opened; and

     (iii)     A bond in the form set out in Annexure D from the beneficiary
           concerned in favour of the Trustees and WPL and its Affiliates to the
           effect that in the event of the beneficiary selling, transferring or
           otherwise alienating the whole or part of the share /received by him
           upon such distribution and thereafter leaving the employment of WPL
           or any of its Affiliate on or before the date specified in that
           behalf in such bond, the beneficiary shall bind himself, his legal
           heirs and assigns to pay to WPL and /or concerned Affiliate/s through
           the Trustees, as recompense an amount equal to the excess of the
           consideration received by the cost of the shares or such lower amount
           as WPL may indicate (in each case on merits or as part of general
           scheme) for the purpose of executing such bond.

     iv)   A irrevocable power of attorney in favour of the Trust authorising
     ------------------------------------------------------------------------
           the Trust to seek for the deletion of name of the beneficiary from
           ------------------------------------------------------------------
           the shares awarded in the event such shares revest in the Trust in
           ------------------------------------------------------------------
           terms of para 8 of this deed and for seeking absolute custody of the
           --------------------------------------------------------------------
           share certificate from the bank where such certificates are till
           ----------------------------------------------------------------
           such time been held in joint custody in accordance with the
           -----------------------------------------------------------
           provisions of para 7(k) of these rules.
           --------------------------------------

(a)  Repayment of loan and interest: Upon the beneficiary concerned exercising
     his right to receive the shares and undertaking to repay the corresponding
     loan obligation, he shall repay to WPL (or the concerned Affiliate) at
     least twenty five (25) percent of the loan plus interest upto the date of
     receipt of the shares. The
<PAGE>

     beneficiary concerned shall also repay the balance loan, at intervals of
     twelve (12) months at least twenty five (25) percent of the loan plus
     interest to the date of payment of the installment.

(b)  Quantum of interest:  the beneficiary concerned receiving the shares and
     undertaking to repay the corresponding loan obligation shall pay interest
     at the same rate as is payable by the Trust to WPL (or concerned Affiliate)
     subject as aforesaid, the Trustees shall charge such rate of interest as
     they deem fit and rate of interest may be varied from time to time.

(c)  Full ownership of shares: The beneficiary concerned receiving the shares
     upon distribution shall not have the full ownership of the shares (and
     therefore shall not have any right to sell, transfer or alienate such
     shares) unless he has repaid the full amount of the corresponding loan
     obligation and interest payable thereon. On repayment of the full loan
     obligation and interest thereon, the shares shall be held jointly in the
     names of the concerned beneficiary and the Trust for the period specified
     in the bond executed by the beneficiary concerned.

(d)  Bonus, right issue etc: If the share capital of WPL or its Affiliate is
     altered or bonus or right shares are issued, the notification with regard
     to the distribution of shares shall be proportionately adjusted and such
     proportionate concerned has not exercised his right to receive shares and
     take over the corresponding loan obligation.

(e)  No right to receive shares on termination: In the event of termination of
     employment of the concerned beneficiary in WPL or any of its Affiliate for
     whatever reason (except due to retirement upon attaining normal retirement
     age or because of total and permanent disability or death), he shall have
     no right to receive any more shares and the corresponding loan obligation
     (including deferred receipt of shares and loan obligations),
     notwithstanding the notification of his name for receiving such shares and
     the loan obligations prior to his termination.

(f)  Right to receive shares on death: Upon death of the beneficiary concerned,
     his nominee (s) may exercise the rights that could have been exercised by
     the deceased beneficiary in the month of his death and notwithstanding
     contained in sub-rule (C) hereof such right shall be exercised within
     ninety (90) days of death and shall be subject to the same obligations as
     the deceased beneficiary.

(g)  Right to receive shares upon normal retirement or total and permanent
     disability:  Upon such retirement on or after attaining the normal
     retirement age, or retirement because of total and permanent disability,
     the beneficiary concerned may exercise the rights that could have been
     exercised by him in the month of retirement notwithstanding anything
     contained in sub-rule (C) hereof, such right being exercisable within
     ninety (90) days from the date of such retirement.

(h)  Joint custody of shares: The shares received in accordance with these
     Rules shall be kept with a scheduled bank in safe custody and the bank
     shall be
<PAGE>

     instructed to accept directions in respect of such shares only if the
     directions are given by the beneficiary and the Trust in whose joint names
     the safe custody account is opened. After the expiry of the period
     specified in the Bond, the said joint safe custody arrangement shall be
     terminated and shares transferred to the name of the beneficiary turned
     over to the beneficiary.

(i)  Sale transfer and alienation: The beneficiary (or the nominee) who
     receives the shares of WPL or any of its Affiliate shall not sell, transfer
     or alienate the shares so received before the expiry of the period
     specified in the bond executed by such beneficiary except with the previous
     written permission of the Trustees. In the event, of such sale, transfer or
     alienation with the constant of the Trustees, the Trustees shall recover
     from such beneficiary such sum as is payable by such beneficiary as and by
     way of security deposit to be placed with WPL(or the concerned Affiliate)
     which shall be refunded or forfeited in the manner and time or even as
     specified in the bond.

(j)  Nominee: A beneficiary may appoint his spouse and/or child as nominee (s)
     for the purposes of exercising the rights subject to the obligations in
     terms of the Rules. The beneficiary concerned shall appoint such nominee(s)
     in the form as set out in Annexure E and such beneficiary may revoke such
     nomination at any time and a fresh nomination may be made on such
     revocation. In the even a any other near relative as a nominee. The nominee
     specified aforesaid shall alone be entitled to exercise the rights in
     respect of the beneficiary concerned and the Trustees shall not be liable
     in respect of any rights and obligations amongst the legal heirs interest
     of the employee concerned.

(k)  No compulsion to accept shares: A beneficiary entitled to receive shares
     subjects to repayment of the relative loan obligations, shall not be under
     any compulsion or obligation to accept such shares subject to the relative
     loan obligation and the beneficiary concerned need not exercise any of his
     right in terms of the notification, Trust Deed and the Rules.

8.   REVESTING AND RETRANSFER OF SHARES: Notwithstanding anything contained in
     -------------------------------------------------------------------------
     these Rules, in the event of termination of employment or separation from
     -------------------------------------------------------------------------
     employment by resignation of the concerned beneficiary in WPL or any of its
     ---------------------------------------------------------------------------
     Affiliates for any reason whatsoever other than for reasons of retirement,
     --------------------------------------------------------------------------
     death or total and permanent disability, before the date specified in the
     -------------------------------------------------------------------------
     bond executed in terms of para 7(c)(iii) supra, the concerned beneficiary
     -------------------------------------------------------------------------
     shall, with effect from the date of termination or separation, as the case
     --------------------------------------------------------------------------
     may be, cease to have any right, title or interest whatsoever in the shares
     ---------------------------------------------------------------------------
     awarded or notified, and that all the right, title and interest in the
     ----------------------------------------------------------------------
     shares awarded or notified to the concerned beneficiary shall forthwith
     -----------------------------------------------------------------------
     stand revested and re-transferred back to the Trust without any further
     -----------------------------------------------------------------------
     action being taken by the Trustees in this regard and the Trust shall
     ---------------------------------------------------------------------
     become the sole and absolute owner thereof with all the rights of
     -----------------------------------------------------------------
     alienation therein in accordance with the provisions of these Rules and WPL
     ---------------------------------------------------------------------------
     shall upon, an application being made by the Trustees along with the share
     --------------------------------------------------------------------------
     certificates in respect of the awarded or notified shares, forthwith delete
     ---------------------------------------------------------------------------
     the name of the concerned beneficiary from the said share certificates as
     -------------------------------------------------------------------------
     well as from WPL's Register of Members.
     ---------------------------------------
<PAGE>

                                                                      ANNEXURE A
                                                                      ----------


Trustees
Wipro Equity Reward Trust
BOMBAY.
- -------

Gentlemen,

Further to my letter dated____________ to _____________ Limited, a copy whereof
was forwarded to you, this is to inform you that I am desirous of receiving,
pursuant to the Notification issued by ___________________ Limited
on_____________ the following shares:


___________shares of Rs.__________ each in__________________________LTD.

As required by the Rules of the Trust, I undertake to take over the loan
obligation relative to the foregoing shares, including derivative shares.

I have executed in the prescribed form and now enclose:

a)   an undertaking not to sell the shares, including derivative shares.

b)   an undertaking to keep the shares including derivative shares in joint
     custody after I receive them,

c)   a bond for payment or recompose.

I trust the above would be found in order and look forward to hearing from you
in the matter.


                                                         Yours faithfully,

Date:

Copy forwarded to
________________ Limited
Bombay.

Note:  To be executed on appropriate stamp paper.
<PAGE>

                                                                      ANNEXURE B
                                                                      ----------


Trustees
Wipro Equity Reward Trust
BOMBAY.
- -------

Gentlemen,

     I refer to the Notification dated___________ issued by __________________
In accordance with the Trust Deed and Rules of the Wipro Equity Reward Trust
awarding me_____________ ordinary shares of _____________Limited by a letter of
even date I have accepted in principle to receive  __________ shares out of the
aforesaid ____________________ shares.

2.   Pursuant to the terms and conditions governing the award and the Rules of
     Wipro Equity Reward Trust, I undertake not to sell, transfer or otherwise
     alienate the said________ shares including derivative shares at any time
     during a period of ___________ years ending on___________ except with the
     prior written consent of the Trustees of Wipro Equity Reward Trust.

3.   This undertaking binds me, my legal heirs, executors, administrators,
     assigns and nominees.

                                                               Yours faithfully,


Dated:

Note:  To be executed on appropriate stamp paper.
<PAGE>

                                                                      ANNEXURE C
                                                                      ----------


Trustees
Wipro Equity Reward Trust
BOMBAY.
- -------

Gentlemen,

     I refer to the Notification dated___________ issued in accordance with the
Trust Deed and Rules of the Wipro Equity Reward Trust awarding me_____________
shares of ____________________Limited.  By a letter of even date I have accepted
in principle to receive  __________ shares out of the aforesaid
____________________ shares.

2.   As required by the Rules of Wipro Equity Reward Trust, I undertake that I
     shall place the shares received by me including derivative shares in safe
     custody with the bankers of the Trust in the joint names of myself and the
     Trust for a period of ________ years ending on_________ and further, I
     hereby agree and give consent that all directions concerning the sale,
     transfer or alienation of the said shares so held in joint custody during
     the aforesaid period shall be issued and acted upon by the bankers only if
     they have been issued jointly by the parties (viz. Myself or as the case
     may be my nominee and the Trust) in whose names the safe custody account
     stands.

3.   This undertaking shall be binding one me, my legal heirs, executors,
     administrators, assigns and nominees.


                                                               Yours faithfully,

Date:


Note:  To be executed on appropriate stamp paper.
<PAGE>

                                                                      ANNEXURE D
                                                                      ----------


WHEREAS I, _______________________________________________________ residing at
____________________________________________________________ am an employee of
_________________________________________.


     AND WHEREAS Wipro Products Ltd. (WPL) has established Wipro Equity Reward
Trust (WERT) through a Trust executed on 9/th/ April, 1984 as part of the reward
                                         -----------------
programme for certain group of management employees.

     AND WHEREAS under the Trust Deed and Rules, WPL or any person nominated by
WPL can directed the Trustees of the Trust to distribute the shares of WPL or
its affiliates to beneficiaries to beneficiaries eligible to receive such shares
under the Rules of the Trust.

     AND WHEREAS pursuant to the aforesaid powers vested in WPL, a Notification
dated__________ was issued and whereby I have been awarded the __________ shares
(hereinafter called "the said shares" which expression shall also include any
bonus or right shares in relation tot he said shares) subject to the terms and
conditions mentioned in that behalf in the said Notification and also subject to
the provisions contained in the Trust Deed and Rules:

     AND WHEREAS in response to the aforesaid Notification, I, by my letter
dated______________ addressed to________________ and the Trustees of the said
Trust, have agreed to the following dates by which the distribution may be made
to me:

     Numbers of Shares            The earliest date which the
     -----------------
                                  Distribution may be made.
                                  -------------------------


     AND WHEREAS in terms of request in the form set out in Annexure A appended
to the Rules and provided in the Rules, I have requested on
_________that____________ shares of____________ be given to me subject to my
agreeing to repay the relative loan obligation;

     AND WHEREAS in terms of the said terms and conditions, I am required not to
sell, transfer or alienate the said shares before the expiry of a period of
__________ (  )  from the date of Notification awarding the said shares, except
after payment of recompense or security deposit as stipulated by WPL in the said
Notification.

Know all men by these presents that:

i)   I bind myself, my legal heirs, executors, administrators, assigns and
nominees that I shall not sell, transfer or alienate the said shares including
derivative shares before the expiry of a period of _________(   ) years from the
date of Notification awarding the said shares (hereinafter called 'the said
date').
<PAGE>

ii)  In the event of sale, transfer or alienation on or before the said date, I,
     my legal heirs, executors, administrators, assigns and nominees undertake
     to deposit with WPL an amount calculated in accordance with the table set
     out in the schedule hereunder written, such deposit to be dealt with as
     under:

a)   As long as my employment is continued in WPL and/or any of its affiliates,
     to be refunded in full through effluxion of time having regard to the
     percentages specified in the schedule hereunder written, so that the
     unrefunded deposit corresponds to the deposit that would have been required
     had the sale of shares taken place on the occasion of such refund;

b)   In the event of my retirement on or after reaching normal retirement age or
     on account of total and permanent disability or in the event of my death
     whilst in employment, the amount of unrefunded deposit shall be refunded to
     me (or as the case may be to my nominee).

c)   If my employment is terminated before the said date otherwise than on
     account of the circumstances referred to in (b) above the unrefunded
     deposit shall be forfeited by WPL, or as the case may be, by its affiliates
     as recompose for premature termination of my employment.

                          Schedule Referred to Above
                          --------------------------

Interval that has elapsed from the date of     % of the premium realised upon
Notification awarding the said shares tot he   the sale, etc.(i.e. gross
date of proposed sale, transfer, alienation    realisation less the pro-rated
                                               cost tobe paid as security
                                               deposit)
- --------------------------------------------------------------------------------
Less than 5 years                                        100%

Dated this________________ day of __________ 1982.

Bond given into favour of

________________________
________________________
________________________                    Signature of the employees
________________________                           giving the Bond

Acceptance by WIPRO Products
Limited___________________

Witness:                               Witness:
1.                                     1.

2.                                     2.
<PAGE>

                                                                      ANNEXURE E
                                                                      ----------


The Trustees
Wipro Equity Reward Trust
BOMBAY.
- -------

Gentlemen,


     In respect of the rights to be exercised by me under WERT and the Rules
framed thereunder, I hereby appoint my spouse / child, viz. Mr/Mrs/Miss
___________________________________ residing at ___________________
________________________________________________________ as the nominee in
accordance with Rule of  WERT.

This _________________ day of ___________199______

                                                              Yours faithfully,

                                                      Signature of Beneficiary

Witnessed by:

I.   1)  Signature

     2)  Name      :

     3)  Address   :


I.   1)  Signature

     2)  Name      :

     3)  Address   :
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>2000 ADS OPTION PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.4

                                 WIPRO LIMITED

                            2000 STOCK OPTION PLAN

          1.   Purposes of the Plan.  The purposes of this Plan are to attract
               --------------------
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and to promote the
success of the Company's business through the grant of Options.

          2.   Definitions.  As used herein, the following definitions shall
               -----------
apply:

               (a)  "Administrator" means the Board or any of its Committees as
                     -------------
shall be administering the Plan in accordance with Section 4 hereof.

               (b)  "Applicable Laws" means the legal requirements relating to
                     ---------------
stock option plans, including, without limitation, the tax, securities or
corporate laws of India and guidelines for the stock option scheme for Indian
software companies linked to ADR/GDR offerings issued by the Ministry of
Finance, Government of India and exchange control laws of India, any stock
exchange or quotation on which the ADSs are listed or quoted, or the applicable
laws of any other country or jurisdiction where Options are, or will be, granted
under the Plan.

               (c)  "ADR" shall mean an American Depositary Receipt evidencing
                     ---
American Depositary Share(s) corresponding to Share(s).

               (d)  "ADS" shall mean an American Depositary Share corresponding
                     ---
to Share(s).

               (e)  "Board" means the Board of Directors of the Company.
                     -----

               (f)  "Code" means the United States Internal Revenue Code of
                     ----
1986, as amended.

               (g)  "Committee" means a committee of Directors appointed by the
                     ---------
Board in accordance with Section 4 hereof.

               (h)  "Company" means Wipro Limited, a company incorporated under
                     -------
the laws of India.

               (i)  "Director" means a member of the Board.
                     --------

               (j)  "Disability" means total and permanent disability as defined
                     ----------
in Section 22(e)(3) of the Code.

               (k)  "Employee" means any person, including officers and
                     --------
Directors, employed by the Company or any Parent or Subsidiary of the Company,
excluding any person employed on a temporary basis. An Employee shall not cease
to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. Neither service as a
Director nor payment of
<PAGE>

a director's fee by the Company shall be sufficient to constitute "employment"
by the Company. No promoter, nor any relative of a promoter, shall be considered
an Employee for purposes of the Plan.

               (l)  "Fair Market Value" means the value for one ADS, as reported
                     -----------------
on any established stock exchange or market system, on the day of determination.

               (m)  "Incentive Stock Option" means an Option intended to qualify
                     ----------------------
as an incentive stock option within the meaning of Section 422 of the Code.

               (n)  "Nonstatutory Stock Option" means an Option not intended to
                     -------------------------
qualify as an Incentive Stock Option.

               (o)  "Option" means a stock option granted pursuant to the Plan.
                     ------

               (p)  "Option Agreement" means a written or electronic agreement
                     ----------------
between the Company and an Optionee evidencing the terms and conditions of an
individual Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.

               (q)  "Optioned Stock" means the ADSs subject to an Option.
                     --------------

               (r)  "Optionee" means the holder of an outstanding Option granted
                     --------
under the Plan.

               (s)  "Parent" means a "parent corporation," whether now or
                     ------
hereafter existing, as defined in Section 424(e) of the Code.

               (t)  "Plan" means this 2000 Stock Option Plan.
                     ----

               (u)  "Share" means an Equity Share of the Company, as adjusted in
                     -----
accordance with Section 11 of the Plan.

               (v)  "Subsidiary" means a "subsidiary corporation," whether now
                     ----------
or hereafter existing, as defined in Section 424(f) of the Code.

          3.   Stock Subject to the Plan.  Subject to the provisions of Section
               -------------------------
11 of the Plan, the maximum aggregate number of Shares which may be subject to
option and sold under the Plan (in the form of ADSs) is 750,000 Shares.  The
Shares may be authorized but unissued, or reacquired.

               If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have actually been issued under the Plan upon
exercise of an Option, shall not be returned to the Plan and shall not become
available for future distribution under the Plan.

                                      -2-
<PAGE>

          4.   Administration of the Plan.
               --------------------------

               (a)  Administrator.  The Plan shall be administered by the Board
                    -------------
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.

               (b)  Powers of the Administrator.  Subject to the provisions of
                    ---------------------------
the Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, the Administrator shall have the authority in its discretion:

                    (i)     to determine Fair Market Value;

                    (ii)    to select the Employees to whom Options may from
time to time be granted hereunder;

                    (iii)   to determine the number of ADSs to be covered by
each such Option granted hereunder;

                    (iv)    to approve forms of agreement for use under the
Plan;

                    (v)     to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Option granted hereunder;

                    (vi)    to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(d) instead of ADSs;

                    (vii)   to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws; and

                    (viii)  to construe and interpret the terms of the Plan
and Options granted pursuant to the Plan.

               (c)  Effect of Administrator's Decision.  All decisions,
                    ----------------------------------
determinations and interpretations of the Administrator shall be final and
binding on all Optionees.

          5.   Eligibility.
               -----------

               (a)  Options may be granted only to Employees.

               (b)  Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.

               (c)  Neither the Plan nor any Option shall (i) confer upon an
Optionee any right with respect to continuing the Optionee's relationship as an
Employee, (ii) interfere in any way with an Optionee's right or the Company's
right to terminate Optionee's relationship as an Employee, with or without
cause, or (iii) change the terms of an Optionee's employment as an Employee.

                                      -3-
<PAGE>

          (d)  The following limitations shall apply to grants of Options:

               (i)  No Employee shall be granted, in any fiscal year of the
Company, Options to purchase more than 400,000ADSs.

              (ii)  In connection with his or her initial service, an Employee
may be granted Options to purchase up to an additional 400,000 ADSs which shall
not count against the limit set forth in subsection (i) above.

             (iii)  The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.

              (iv)  If an Option is canceled in the same fiscal year of the
Company in which it was granted (other than in connection with a transaction
described in Section 11), the canceled Option will be counted against the limits
set forth in subsections (i) and (ii) above. For this purpose, if the exercise
price of an Option is reduced, the transaction will be treated as a cancellation
of the Option and the grant of a new Option.

     6.   Term of Plan.  The Plan shall become effective upon its adoption
          ------------
by the Board.  It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 13 of the Plan.

     7.   Term of Option.  The term of each Option shall be stated in the
          --------------
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof.

     8.   Option Exercise Price and Consideration.
          ---------------------------------------

          (a)  The per ADS exercise price for the ADSs to be issued upon
exercise of an Option shall be such price as is determined by the Administrator;
provided, however, that in no case shall the per ADS exercise price of an Option
be less than 90% of Fair Market Value on the date of grant.

          (b)  The consideration to be paid for the ADSs to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator at the time of grant.  Such consideration may consist of (1)
cash, (2) check, (3) promissory note, (provided no Optionee may remit more than
U.S. $50,000 within any five-year period or such other amount or time period as
permitted by Applicable Laws) (4) other ADSs which (x) in the case of ADSs
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the ADSs as to
which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment.  In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

                                      -4-
<PAGE>

     9.   Exercise of Option.
          ------------------

          (a)  Procedure for Exercise; Rights as a Shareholder. Any Option
               -----------------------------------------------
granted hereunder shall be exercisable according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, the
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence.  An Option may not be exercised for a fraction of an ADS.

     An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the ADSs
with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. ADSs issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the ADSs are
issued (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
ADSs, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such ADSs promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the ADSs are issued, except as provided in Section 11 of
the Plan.

          (b)  Termination of Relationship as an Employee.  If an Optionee
ceases to be an Employee, such Optionee may exercise his or her Option within
such period of time as is specified in the Option Agreement to the extent that
the Option is vested on the date of termination (but in no event later than the
expiration of the term of the Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares underlying the ADSs covered by the unvested portion of the
Option shall again become available for issuance under the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
underlying the ADSs covered by such Option shall again become available for
issuance under the Plan.

          (c)  Death or Disability of Optionee.  If an Optionee dies while an
               -------------------------------
Employee, or ceases to be an Employee as a result of the Optionee's disability,
the vesting and exercisability of the Option shall accelerate in full and the
Option may be exercised within such period of time as is specified in the Option
Agreement to the extent that the Option is vested on the date of death (but in
no event later than the expiration of the term of such Option as set forth in
the Option Agreement) by the Optionee or Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance.  In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares underlying the ADSs covered by such Option shall again
become available for issuance under the Plan.

                                      -5-
<PAGE>

          (d)  Buyout Provisions.  The Administrator may at any time offer to
               -----------------
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

     10.  Non-Transferability of Options.  The Options may not be sold, pledged,
          ------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     11.  Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
          ----------------------------------------------------------------

          (a)  Changes in Capitalization.  Subject to any required action by the
               -------------------------
shareholders of the Company, the number of ADSs covered by each outstanding
Option, and the number of Shares (in the form of ADSs) which have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per ADS covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or any other increase
or decrease in the number of issued Shares effected without receipt of
consideration by the Company.  The conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive.  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of the ADSs subject to an Option.

          (b)  Dissolution or Liquidation.  In the event of the proposed
               --------------------------
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including ADSs
as to which the Option would not otherwise be exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
ADSs purchased upon exercise of an Option shall lapse as to all such ADSs,
provided the proposed dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously exercised, an
Option will terminate immediately prior to the consummation of such proposed
action.

          (c)  Merger or Asset Sale.  In the event of a merger of the Company
               --------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, each outstanding Option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including ADSs
as to which it would not otherwise be vested or exercisable.  If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall notify the
Optionee in

                                      -6-
<PAGE>

writing or electronically that the Option shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the Option shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the option confers the right to purchase or receive, for each
ADS subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of ADSs for each ADS held on the
effective date of the transaction (and if the holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding ADSs); provided, however, that if such consideration received in
the merger or sale of assets is not solely equity shares (or their equivalent)
of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each ADS subject to the Option, to
be solely equity shares (or their equivalent) of the successor corporation or
its Parent equal in fair market value to the per ADS consideration received by
holders of ADS in the merger or sale of assets.

          12.  Time of Granting Options.  The date of grant of an Option shall,
               ------------------------
for all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.

          13.  Amendment and Termination of the Plan.
               -------------------------------------

               (a)  Amendment and Termination.  The Board may at any time amend,
                    -------------------------
alter, suspend or terminate the Plan.

               (b)  Shareholder Approval.  The Board shall obtain shareholder
                    --------------------
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

               (c)  Effect of Amendment or Termination. No amendment,
                    ----------------------------------
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Options
granted under the Plan prior to the date of such termination.

                                      -7-
<PAGE>

     14.  Conditions Upon Issuance of ADSs.
          --------------------------------

          (a)  Legal Compliance.  ADSs shall not be issued pursuant to the
               ----------------
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such ADSs shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

          (b)  Investment Representations.  As a condition to the exercise of an
               --------------------------
Option, the Administrator may require the person exercising such Option to
represent and warrant at the time of any such exercise that the ADSs are being
purchased only for investment and without any present intention to sell or
distribute such ADSs if, in the opinion of counsel for the Company, such a
representation is required.

     15.  Inability to Obtain Authority.  The inability of the Company to
          -----------------------------
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any ADSs hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

     16.  Reservation of Shares.  The Company, during the term of this
          ---------------------
Plan, shall at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

     17.  Shareholder Approval.  The Plan shall be subject to approval by
          --------------------
the shareholders of the Company within twelve (12) months after the date the
Plan is adopted.  Such shareholder approval shall be obtained in the degree and
manner required by Applicable Laws.

                                      -8-
<PAGE>

                                  APPENDIX A
                                  ----------

                         Rules for U.S. Option Grants
                         ----------------------------

     The following additional rules shall apply in the case of Option
grants to U.S. residents.

     18.  $100,000 Rule Limitation.  Notwithstanding a designation of
          ------------------------
Options as an Incentive Stock Options, to the extent that the aggregate Fair
Market Value of the ADSs with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds U.S. $100,000,
such Options shall be treated as Nonstatutory Stock Options.  For these
purposes, Incentive Stock Options shall be taken into account in the order in
which they were granted.  The Fair Market Value of the ADSs shall be determined
as of the time the Option with respect to such ADSs is granted.

     19.  Term of Option.  Notwithstanding Section 7 of the Plan, in the case of
          --------------
an Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Option shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option Agreement.

     20.  Option Exercise Price.
          ---------------------

          (a)  In the case of an Incentive Stock Option

                (i)   granted to an Employee who, at the time of grant of such
Option, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the exercise
price shall be no less than 110% of the Fair Market Value per ADS on the date of
grant.

               (ii)   granted to any other Employee, the per ADS exercise price
shall be no less than 100% of the Fair Market Value per ADS on the date of
grant.

     In the case of a Nonstatutory Stock Option, the per ADS exercise price
shall be determined by the Administrator; provided, however, that in the case of
an Option intended to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Code, the per ADS exercise price shall be no
less than 100% of the Fair Market Value per ADS on the date of grant.



                                      -9-
<PAGE>


                                 WIPRO LIMITED

                             2000 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT

    Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.  NOTICE OF STOCK OPTION GRANT

    [Optionee's Name and Address]

    You have been granted an option to purchase ADSs of the Company, subject to
the terms and conditions of the Plan and this Option Agreement, as follows:

    Grant Number                 ____________________________

    Date of Grant                ____________________________

    Vesting Commencement Date    ____________________________

    Exercise Price per ADS      $____________________________

    Total Number of ADSs Granted ____________________________

    Total Exercise Price        $____________________________

    Type of Option:             ___  Incentive Stock Option

                                ___  Nonstatutory Stock Option

    Term/Expiration Date:        ____________________________

    Vesting Schedule:
    ----------------

    This Option may be exercised, in whole or in part, in accordance with the
following schedule:

    [___% of the ADSs subject to the Option shall vest __________ months after
the Vesting Commencement Date, and ______% of the ADSs subject to the Option
shall vest each _______ thereafter, subject to the Optionee continuing to be an
Employee on such dates].

    Termination Period:
    ------------------

    Subject to Applicable Laws, this Option may be exercised for _____
[days/months] after Optionee ceases to be a service provider. Subject to
Applicable Laws, upon the death or Disability of
<PAGE>

the Optionee, this Option may be exercised for one year after Optionee ceases to
be a service provider. In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.  AGREEMENT

     A. Grant of Option.
        ----------------

     The Plan Administrator of the Company hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an
option (the "Option") to purchase the number of ADSs, as set forth in the Notice
of Grant, at the exercise price per share set forth in the Notice of Grant (the
"Exercise Price"), subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 13(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Option Agreement, the terms and conditions of the Plan
shall prevail.

     If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be treated as a Nonstatutory Stock Option ("NSO").

     B. Exercise of Option.
        -------------------

        (a) Right to Exercise.  This Option is exercisable during its term in
            -----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

        (b) Method of Exercise.  This Option is exercisable by delivery of an
            ------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
                                         ---------
which shall state the election to exercise the Option, the number of ADSs in
respect of which the Option is being exercised (the "Exercised ADSs"), and such
other representations and agreements as may be required by the Company pursuant
to the provisions of the Plan.  The Exercise Notice shall be completed by the
Optionee and delivered to the Chief Financial Officer of the Company.  The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised ADSs.  This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by
such aggregate Exercise Price.

        No ADSs shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised ADSs shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised ADSs.

     C. Method of Payment.
        ------------------

     Payment of the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:

                                    -2-
<PAGE>

          1.   Cash or check (not to exceed U.S. $50,000 within any five-year
period or such other amount or time period permitted under Applicable Laws);

          2.   consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan;

          3.   surrender of other ADSs, provided ADSs acquired directly from
the Company, (i) have been owned by the Optionee for more than six (6) months on
the date of surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised ADSs.

       D. Non-Transferability of Option.
          ------------------------------

          This Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by the Optionee.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

       E. Term of Option.
          ---------------

          This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in accordance with
the Plan and the terms of this Option Agreement.

       F. Tax Obligations.
          ----------------

          1. Withholding Taxes.  Optionee agrees to make appropriate
             -----------------
arrangements with the Company (or the Parent or Subsidiary employing Optionee)
for the satisfaction of all Federal, state, and local income and employment tax
withholding requirements applicable to the Option exercise.  Optionee
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.

          2. Notice of Disqualifying Disposition of ISO Shares.  If the Option
             -------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition.  Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

       G. Entire Agreement; Governing Law.
          ----------------------------------

          The Plan is incorporated herein by reference.  The Plan and this
Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee.  This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California, United States.

                                      -3-
<PAGE>

       H. NO GUARANTEE OF CONTINUED SERVICE.
          ----------------------------------

          OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF ADSs PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED AN OPTION OR PURCHASING ADSs HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

       By your signature and the signature of the Company's representative
below, you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.

OPTIONEE:                           WIPRO LIMITED

____________________________        ____________________________
Signature                           By

____________________________        ____________________________
Print Name                          Title

____________________________
Residence Address

____________________________

                                      -4-
<PAGE>

                                   EXHIBIT A
                                   ---------

                            2000 STOCK OPTION PLAN

                                EXERCISE NOTICE

WIPRO LIMITED
[ADDRESS]

Attention: [POSITION]

     1.       Exercise of Option.  Effective as of today, _______________, ____,
              ------------------
the undersigned ("Purchaser") hereby elects to purchase ______________ ADSs (the
"ADSs") of Wipro Limited (the "Company") under and pursuant to the 2000 Stock
Option Plan (the "Plan") and the Stock Option Agreement dated, _____ (the
"Option Agreement").  The purchase price for the ADSs shall be $____________, as
required by the Option Agreement.

     2.       Delivery of Payment. Purchaser herewith delivers to the Company
              -------------------
the full purchase price for the ADSs.

     3.       Representations of Purchaser. Purchaser acknowledges that
              ----------------------------
Purchaser has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

     4.       Rights as Shareholder.  Until the issuance (as evidenced by the
              ---------------------
appropriate entry on the books of the Company or of a duly authorized transfer
agent or depositary of the Company) of the ADSs, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned ADSs, notwithstanding the exercise of the Option.  The ADSs so acquired
shall be issued to the Optionee as soon as practicable after exercise of the
Option.  No adjustment will be made for a dividend or other right for which the
record date is prior to the date of issuance, except as provided in Section 11
of the Plan.

     5.       Tax Consultation.  Purchaser understands that Purchaser may suffer
              ----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the ADSs.  Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the ADSs and that Purchaser is not relying on the Company for any
tax advice.

     6.       Entire Agreement; Governing Law. The Plan and Option Agreement are
              -------------------------------
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing
<PAGE>

signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of California, United States.


Submitted by:                       Accepted by:

PURCHASER:                          WIPRO LIMITED

________________________________    ________________________________
Signature                           By


________________________________    ________________________________
Print Name                          Its


Address:                            Address:
- -------                             -------

________________________________
________________________________    [ADDRESS]
________________________________
________________________________
                                    ________________________________
                                           Date Received

                                      -2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>FORM OF INDEMNIFICATION AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.5



                           INDEMNIFICATION AGREEMENT
                           -------------------------


     This Indemnification Agreement ("Agreement") is made as of this day of
______, 200__ by and between Wipro Limited, an Indian company (the "Company"),
and______ ("Indemnitee").

     WHEREAS, the Company is issuing its American Depositary Shares through a
registered public offering in the United States, and as a result, Indemnitee
will be exposed to litigation risks arising from claims that may be made under
U.S. laws;

     WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining director' and officers' liability insurance, the significant increases
in the cost of such insurance and the general reductions in the coverage of such
insurance;

     WHEREAS, Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other officers and
directors of the Company may not be willing to continue to serve as officers and
directors without additional protection; and

     WHEREAS, the Company will benefit from going public in the United States
and desires to attract and retain the services of highly qualified individuals,
such as Indemnitee, to serve as officers and directors of the Company and to
indemnify its officers and directors so as to provide them with the maximum
protection permitted by law.

     NOW, THEREFORE, the company and Indemnitee hereby agree as follows:

     1.   Indemnification.
          ---------------

     (a)       Third Party Proceedings. The Company shall indemnify Indemnitee
               -----------------------
if Indemnitee is or was a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding arising under the laws of
the United States or any state thereof (other than an action in the right of the
Company) by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company or any subsidiary of the Company, or by reason
of any action or inaction on the part of Indemnitee while an officer or
director, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld) actually and
reasonably incurred by Indemnitee in connection with such action or proceeding
if Indemnitee acted without intentional misconduct or gross negligence.

     (b)  Proceeding in the Right of the Company. The Company shall indemnify
          --------------------------------------

Indemnitee if Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding in the right of the
Company to procure a judgement in its favor by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the
<PAGE>

Company or any Subsidiary of the Company by reason of any action or inaction on
the part of Indemnitee while an officer or director such expenses (including
attorneys' fees) actually and reasonably incurred by Indemnitee in connection
with such action or proceeding if such action or proceeding is adjudged in favor
of Indemnitee.

          (c)  Scope. Notwithstanding any other provision of this Agreement,
               -----
Indemnitee shall be entitled to such indemnification, reimbursement and the like
only to the extent permitted under Indian law.

          (d)  Nonexclusivity. The indemnification provided by this Agreement
               --------------
shall not be deemed exclusive of any rights to which Indemnitee may be entitled
under any other agreement to which Indemnitee is a party, including any
Indemnification Agreement entered into by and between Indemnitee and a
Subsidiary of the Company. The indemnification provided under this Agreement
shall continue as to Indemnitee for any action taken or not taken while serving
in an indemnified capacity even though he may have ceased to serve in such
capacity at the time of any action or other covered proceeding.

     2.   Indemnification Procedure.
          -------------------------

          (a)  Notice/Cooperation by Indemnitee. Indemnitee shall, as a
               --------------------------------
condition precedent to his right to be indemnified under this Agreement, give
the company notice in writing as soon as practicable of any claim against
Indemnitee for which indemnification will or could be sought under this
Agreement. Notice to the Company shall be directed to the Managing Director of
the Company at the address shown on the signature page of this Agreement (or
such other address as the Company shall designate in writing to Indemnitee). In
addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and shall be within Indemnitee's power.

          (b)  Procedure. Any indemnification provided for in Section 1 shall be
               ---------
made no later than forty-five (45) days after receipt of the written request of
Indemnitee. If a claim under this Agreement, under any statute, or under any
provision of the Company's Articles of Association or Memorandum of Association
providing for indemnification, is not paid in full by the Company within forty-
five (45) days after a written request for payment thereof has first been
received by the Company, Indemnitee may, but need not, at any time thereafter
bring an action against the Company to recover the unpaid amount of the claim
and, subject to Section 9 of this Agreement, Indemnitee shall also be entitled
to be paid for the expenses (including attorneys' fees) or bringing such action.
It shall be a defense to any such action (other than an action bought to enforce
a claim for expenses incurred in connection with any action or proceeding in
advance of its final disposition) that Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the company to
indemnify Indemnitee for the amount claimed, but the burden of proving such
defense shall be on the Company and Indemnitee shall be entitled to receive
interim payments of expenses pursuant to Subsection 2(a) unless and until such
defense may be finally adjudicated by court order or judgement from which no
further right of appeal exists.

                                      -2-

<PAGE>


     3.   Partial Indemnification. If Indemnitee is entitled under any provision
          -----------------------
of this Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by him
in the investigation, defense, appeal or settlement of any civil action or
proceeding, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such expenses, judgments,
fines or penalties to which Indemnitee is entitled.

     4.   Mutual Acknowledgement. Both the Company and Indemnitee acknowledge
          ----------------------
that in certain instances, applicable law or public policy may prohibit the
Company from indemnifying its directors and officers under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission or any other regulatory body to submit the question of
indemnification to a court in certain circumstances for a determination of the
Company is right under public policy to indemnify Indemnitee.

     5.   Severability. Nothing in this Agreement is intended to require or
          ------------
shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order,
to perform its obligations under this Agreement shall not constitute a breach of
this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 5. If this Agreement or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any
applicable portion of this Agreement that shall not have been invalidated, and
the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.

     6.   Construction of Certain Phrases. For purposes of this Agreement,
          -------------------------------
references to the "Company" shall include, in addition to the resulting company,
any constituent company (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that if Indemnitee is or was a director, officer, employee or agent
of such constituent company, or is or was serving at the request of such
constituent company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, Indemnitee
shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving company as Indemnitee would have with
respect to such constituent company if its separate existence had continued.

     7.   Counterparts. This Agreement may be executed in one or more
          ------------
counterparts, each of which shall constitute an original.

     8.   Successors and Assigns. This Agreement shall be binding upon the
          ----------------------
Company and its successors assigns, and shall inure to the benefit of Indemnitee
and Indemnitee's estate, heirs, legal representatives and assigns.

                                      -3-













<PAGE>


     9.   Attorneys' Fees. To the maximum extent provided for under Indian Law,
          ---------------
in the event that any action is instituted by Indemnitee under this Agreement to
enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be
paid all court costs and expenses, including reasonable attorneys' fees,
incurred by Indemnitee with respect to such action, except for the pro-rata
amount of any such costs and expenses relating to material assertions that, as a
part of such action, the court of competent jurisdiction determines were not
made in good faith or were frivolous. In the event of an action instituted in
the name of the Company under this Agreement or to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be entitled to be paid all court
costs and expenses, including attorneys, fees, incurred by Indemnitee in defense
of such action (including with respect to Indemnitee's counterclaims and cross-
claims made in such action), except for the pro-rata amount of any such costs
and expenses relating to material assertions that, as a part of such action, the
court determines were not made in good faith or were frivolous.

     10.  Notice. All notices, requests, demands and other communications under
          ------
this Agreement shall be in writing. Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by
written notice.

     11.  Consent to Jurisdiction. The Company and Indemnitee each hereby
          -----------------------
irrevocably consent to the jurisdiction of the state of Karnataka, India for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement and agree that any action instituted under this
Agreement shall be brought only in such courts.

     12.  Choice of Law. This Agreement shall be governed by and its provisions
          -------------
construed in accordance with the laws of India.

                                      -4-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


                                  WIPRO LIMITED


                                  By:____________________________

                                  Name:__________________________

                                  Title:_________________________

                                  Address:


                                  Post Bag No. 4
                                  Survey Nos. 76P and 80P
                                  Doddakeanneli Village
                                  Sarjapur Road
                                  Bangalore, Karnataka 560 035, India

AGREED TO AND ACCEPTED:

INDEMNITEE

(signature)

Address:________________
        ________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>ASSET CREDIT SCHEME LOAN
<TEXT>

<PAGE>
                                                                    Exhibit 10.6

                                 Wipro Limited

  Note setting out amendment to the Loan Agreement dated September 19, 1996 as
   amended by the Note of Amendment dated December 23, 1996 and December 12,
   1997 for Rupee Loan of Rs.2000 lacs under Asset Credit Scheme entered into
         between Wipro Limited as the Borrower and ICICI as the Lender

I.       In ARTICLE I, under the heading DEFINITIONS, the following shall be
         added as Section 1.1 (h):

         "Short Term Prime Rate" means the percentage rate per annum decided by
         the Lender from time to time as applicable to funding of rupee amounts
         for a period of one (1) year (excluding interest tax or other statutory
         levy) as notified by the Lender from time to time.

II.      In ARTICLE II, under the heading AGREEMENT AND TERMS OF LOAN, Section
         2.3 (1) relating to INTEREST shall be substituted by the following:

a)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.1000 lacs disbursed on September 20, 1996 out of the Loan and
         outstanding from time to time, quarterly in each year, on March 15,
         June 15, September 15, and December 15, at 20% per annum plus
         applicable interest tax, till December 14, 1997.

b)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.500 lacs disbursed on December 23, 1996 out of the Loan and
         outstanding from time to time, quarterly in each year, on March 15,
         June 15, September 15 and December 15, at 19% per annum plus applicable
         interest tax, till December 14, 1997.

         The Lender may, at its sole discretion, charge interest on the amounts
         of Rs.1000 lacs and Rs.500 lacs disbursed out of the Loan on September
         20, 1996 and December 23, 1996 rspectively at the weighted average
         rates. For the purpose of this clause "weighted average rate" means the
         weighted mean of the rates of interest applicable to the disbursements
         out of the Loan.

c)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.1282 lacs out of the Loan outstanding as on December 15, 1997 and
         outstanding from time to time, quarterly in each year, on March 15,
         June 15, September 15 and December 15, at 1.75% over the Short Term
         Prime Rate prevailing on December 15, 1997 plus applicable interest tax
         or other statutory levy, if any, with effect from December 15, 1997.

         Provided that the aforesaid interest rate in respect of the amount of
         Rs.1282 lacs out of the Loan outstanding as on December 15, 1997 will
         be reset annually commencing from December 15, 1998 (the "Reset
         Date(s)") based on the then prevailing Short Term Prime Rate and the
         Borrower shall pay interest at such reset rate as may be notified by
         the Lender to the Borrower.


I.C.I.C.I.
LTD
<PAGE>

                                      : 2 :

III.     In SCHEDULE II, the AMOTIZATION SCHEDULE shall be substituted by the
         following:

                                                         (Rs in lacs)
            DATE OF PAYMENT          PAYMENT OF           PRINCIPAL AMOUNT
                                     PRINICPAL            OUTSTANDING AFTER
                                                          EACH PAYMENT
                                                                1,500
            September 15, 1997          125                     1,375
            December 15, 1997            93                     1,282
            December 15, 1998           200                     1,082
            December 15, 1999           200                       882
            December 15, 2000           200                       682
            December 15, 2001           200                       482
            December 15, 2002           200                       282
            December 15, 2003           282

         All other terms and conditions of the Loan Agreement dated September
         19, 1996 as amended by the Notes of Amendment dated December 23, 1996
         and December 12, 1997 entered into between the Borrower and the Lender
         shall remain unchanged.

                  IN WITNESS WEREOF the Borrower has caused its common seal to
be affixed hereto and to a duplicate hereof on the day, month and year written
below and the Lender has caused the same and the said duplicate to be executed
by the hand of Shri. V.M. Ketkar, an authorised official of the Lender.

The COMMON SEAL OF WIPRO LIMITED has pursuant to the Resolution of its Bored of
Directors passed in that behalf on the 20th day of August, 1996 hereunto been
affixed in the presence of Shri (illegible) and Shri (illegible) who have signed
these presents in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
an authorised official of the LENDER.

Dated at Bangalore, this 15th day of (illegible)

I.C.I.C.I.
LTD
<PAGE>

                                  WIPRO LIMITED

Note setting out Amendment to the Loan Agreement dated September 19, 1996 for
Rupee Loan of Rs.2000 lacs under Asset Credit Scheme entered into between Wipro
Limited as the Borrower and The Industrial Credit and Investment Corporation of
India Limited as the Lender

I.       In ARTICLE II, under the heading AGREEMENT AND TERMS OF LOAN, Section
         2.3 (i), the clause relating to interest shall be substituted by the
         following:

2.3      INTEREST

a)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.1000 lacs disbursed on September 20, 1996 out of the Loan and
         outstanding from time to time, quarterly in each year, on March 15,
         June 15, September 15 and December 15 at 20% per annum plus applicable
         interest tax.

b)       The Borrower shall pay to the Lender interest on the balance principal
         amount of Rs. 1000 lacs out of the Loan and outstanding from time to
         time, quarterly in each year, on March 15, June 15, September 15 and
         December 15. The rate of interest for each disbursement shall be the
         higher of the following:

         2.5% over the ICICI Advance Rate (IAR) per annum as prevailing on the
         date of each disbursement of balance amount out of the Loan plus
         applicable interest tax

                                       or

         Minimum rate of 19% per annum plus applicable interest tax. The minimum
         rate of interest given hereinabove is valid only in case of
         disbursements made on or before January 31, 1997. For disbursements
         required after this date the minimum rate shall be intimated by the
         Lender before such disbursements.

         The Lender may, in its sole discretion, charge interest on the Loan at
the weighted average rates. For the purpose of this clause, "weighted average
rates" means the weighted mean of the rates of interest applicable to the
disbursements out of the Loan.

         All the other terms and conditions of the Loan Agreement dated
September 19, 1996 shall remain unaltered.

I.C.I.C.I.
LTD
<PAGE>

                                      : 2 :

IN WITNESS WHEREOF the Borrower has caused its Common Seal to be affixed hereto
and to a duplicate hereof on the date, month and year written below and the
Lender has caused the same and the said duplicate to be executed by the hand of
Shri A.J.V. Jayachander, an authorised official of the Lender.

THE COMMON SEAL of WIPRO LIMITED has
pursuant to the Resolution of its Board
of Directors passed in that behalf on
the 20th day of August, 1996 hereunto
been affixed in the presence of Shri
Satish Menon, Company Secretary and
Corporate Counsel and Shri Kapil K.
Jain, Corporate Finance Manager have
signed these presents in token thereof.

/s/ SHRI SATISH MENON
- ------------------------------
Shri Satish Menon

/s/ SHRI KAPIL K. JAIN
- ------------------------------
Shri Kapil K. Jain


SIGNED AND DELIVERED BY the withinnamed
Lender by the hand of Shri A.J.V.
Jayachander, an authorised official of
the Lender.

/s/ SHRI A.J.V. JAYACHANDER
- ------------------------------
Shri A.J.V. Jayachander


Dated at Bangalore, this 23rd day of December, 1996.


I.C.I.C.I.
LTD
<PAGE>

                                 LOAN AGREEMENT

                              (ASSET CREDIT SCHEME)


                                     BETWEEN

                                  WIPRO LIMITED

                                   AS BORROWER


                                       AND

        THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED

                                    AS LENDER



I.C.I.C.I.
LTD
<PAGE>

                                [GRAPHIC OMITTED]
                                      INDIA
                                  TWENTY RUPEES


                                 LOAN AGREEMENT

                              (ASSET CREDIT SCHEME)


         THIS AGREEMENT made this 19th day of September, One Thousand Nine
Hundred Ninety Six between WIPRO LIMITED, a public company within the meaning of
the Companies Act, 1956 (I of 1956) and having its Registered Office at Du Parc
Trinity, 10th Floor, 17 M.G. Road, Bangalore 560 001 (hereinafter referred to as
"the Borrower" which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns) of the ONE PART

I.C.I.C.I.
LTD

                                       AND

THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its Registered Office at 163, Backbay Reclamation, Mumbai 400 020 and a Branch
Office at Raheja Towers, East Wing, II Floor, 26-27, M.G. Road, Bangalore 560
001 (hereinafter referred to as "the Lender", which expression shall, unless it
be repugnant to the subject or context thereof, include its successors and
assigns) of the OTHER PART;

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                                       : 2 :

                                    ARTICLE I

                                   DEFINITIONS


1.1      In this Agreement, unless there is anything repugnant to the subject or
         context thereof, the expressions listed below shall have the following
         meanings viz:

         a)   "Due Date" - means, in respect of -

              i)  an instalment of principal - the date on which the instalment
                  falls due as stipulated in Schedule II hereto;

             ii)  interest - the date on which interest falls due as stipulated
                  in Section 2.3 hereof;

         b)   "Event of Default" - means any of the events of default specified
              in Article IX hereof;

         c)   "Loan Application" - means the application/s for the Loan made by
              the Borrower to the Lender and all information, particulars and
              clarifications furnished by the Borrower to the Lender from time
              to time in respect thereof;

         d)   "Project" - means the purpose, described in Schedule I hereto, for
              which the Loan is agreed to be lent and advanced by the Lender;

         e)   "the Agreement" - means this Agreement and the Schedules hereto
              and includes the amendments made thereto from time to time;

         f)   "Normal Loan" means that component of a rupee term loan which
              carries interest at the maximum rate applicable to a widely held
              public limited company.

         g)   'ICICI Advance Rate' means the percentage rate per annum decided
              by ICICI from time to time as applicable for Rupee Loans to Prime
              Borrowers plus applicable interest tax or other statutory levy, as
              notified by ICICI from time to time.

1.2      The headings of the Articles and Sections are inserted for convenience
         of reference only and are not deemed to affect the interpretation of
         this Agreement.

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                                   ARTICLE II

                           AGREEMENT AND TERMS OF LOAN


2.1      AMOUNT AND TERMS OF LOAN

         The Borrower agrees to borrow from the Lender and the Lender agrees to
         lend to the Borrower, on the terms and conditions contained herein
         Rupee Term Loan not exceeding Rs.2000 lacs (Rupees Two Thousand lacs
         only) (hereinafter referred to as "the Loan").

2.2      TERMS OF DISBURSEMENT

         The Loan will be disbursed to the Borrower in one or more instalment(s)
         as may be decided by the Lender subject to the Borrower complying with
         the provisions of this Agreement and the disbursement procedure
         stipulated by the Lender. All disbursements shall be by
         cheque(s)/authorisation(s) and the collection/ remittance charges, will
         be borne by the Borrower. The interest on the Loan will accrue from the
         date of cheque(s)/authorisation(s).

2.3      INTEREST

         i)   The Borrower shall pay to the Lender interest on the principal
              amount of the Loan outstanding from time to time, quarterly in
              each year, on March 15, June 15, September 15 and December 15. The
              rate of interest for each disbursement shall be the higher of the
              following :

              3% over the ICICI Advance Rate (IAR) per annum as prevailing on
              the date of each disbursement out of the Loan plus applicable
              interest tax

                                       or

              Minimum rate of 20% per annum plus applicable interest tax. The
              minimum rate of interest given hereinabove is valid only in case
              of disbursements made on or before December 31, 1996. For
              disbursements required after this date the minimum rate shall be
              intimated by the Lender before such disbursements.

              The Lender may, in its sole discretion, charge interest on the
              Loan at the weighted average rates. For the purpose of this
              clause, 'weighted average rates' means the weighted mean of the
              rates of interest applicable to the disbursements out of the Loan.
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                                      : 4 :

        ii)   ADDITIONAL INTEREST FOR INTERIM SECURITY

              Disbursements made pending creation of final security as
              stipulated in Article III shall carry further interest at the rate
              of 1.05% per annum till creation of such security.

       iii)   All interest on the Loan and on all other monies accruing due
              under this Agreement shall, in case the same be not be paid on the
              respective Due Dates, carry further interest at the maximum
              lending rate of the Lender on Rupee Loans as prevailing from time
              to time or at the applicable rate under this Agreement, whichever
              is higher. Such interest will be computed from the respective Due
              Dates and shall become payable upon the footing of compound
              interest with quarterly rests as hereinbefore provided. The
              maximum lending rate of the Lender on Rupee Loans shall, until
              creation of final security for the Loan, be increased by 1.05% per
              annum.

        iv)   All interest and other monies which shall accrue under the
              provisions of this Agreement shall also be payable in the manner
              and on the dates specified in Section 2.3(i).

2.4      FRONT END FEE

         The Borrower shall pay to the Lender Front End Fee of 1.05% of the Loan
         on or before issue of the Letter of Intent.

2.5      COSTS AND OTHER CHARGES

         The Company shall pay all taxes, duties, costs, charges and expenses in
         connection with or relating to the Loan transaction (including costs of
         investigation of title and protection of the Lender's interests). In
         the event of the Borrower failing to pay the aforesaid monies, the
         Lender will be at liberty but shall not be obliged to pay the same.

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2.6      COMPUTATION OF INTEREST AND OTHER CHARGES

         Interest and all other charges shall accrue from day to day and shall
         be computed on the basis of 365 days year and the number of days
         elapsed.

2.7      ADJUSTMENT OF OVERDUES

         The Lender may deduct from sums to be lent and advanced by it to the
         Borrower any monies then remaining due and payable by the Borrower to
         the Lender.

2.8      LAST DATE OF WITHDRAWAL

         Unless the Lender otherwise agrees, the right to make drawals from the
         Loan shall cease on March 31, 1997.

2.9      REPAYMENT

         i)   The Borrower undertakes to repay the principal amounts of the Loan
              in accordance with the Amortization Schedule set forth in Schedule
              II hereto.

        ii)   The Lender may, in suitable circumstances revise, vary or postpone
              the repayment of the principal amounts of the Loan or the balance
              outstanding for the time being or any instalment(s) of the said
              principal amount of the Loan or any part thereof upon such terms
              and conditions as may be decided by the Lender.

       iii)   In the event of any default in the payment of instalments of
              principal, any interest and liquidated damages, postponement, if
              any, allowed by the Lender shall be at the rate of interest as may
              be stipulated by the Lender at the time of postponement.

        iv)   If for any reason, the amount finally disbursed by the Lender out
              of the Loan is less than the Loan, the instalment(s) of repayment
              of the Loan shall stand reduced proportionately but will be
              payable on the same dates as specified in Schedule II hereto.

2.10     ACCELERATION OF REPAYMENT BY THE LENDER

         If the Lender finds that the profitability of the Borrower, the cash
         flow and other circumstances so warrant, the Lender may, on previous
         intimation to the Borrower, require the Borrower to prepay the Loan on
         dates earlier than the dates set out in Schedule II hereto and also to
         increase the amount(s) of the instalment(s) of repayment fixed in that
         Schedule.

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2.11     PREMATURE REPAYMENT

         The Borrower shall not prepay the outstanding principal amounts of the
         Loan in full or in part before the due dates except after obtaining the
         prior approval of the Lender (which may be granted conditionally).

2.12     DUE DATE OF PAYMENT

         If the Due Date in respect of an instalment of the Loan, interest,
         Front End Fee or any other payment falls on a Saturday or a day which
         is a bank holiday at the place where the payment is to be made, the
         immediately preceding working day shall be the due date for such
         payment.

2.13     LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS

         In case of default in payment of instalment(s) of principal, interest,
         Front End Fee and all other monies (except liquidated damages) on their
         respective Due Dates, the Borrower shall pay on the defaulted amounts,
         liquidated damages at the rate of 2.1% per annum for the period of
         default. Liquidated damages shall be payable in the manner and on the
         dates specified in Section 2.3(i) above. Arrears of liquidated damages
         shall carry interest at the applicable rate for Normal Loans prevailing
         on the date of this Agreement.

2.14     REIMBURSEMENT OF EXPENSES

         i)   The Borrower shall reimburse all sums paid by the Lender under
              Article II - Section 2.5, Sections 6.1(c), 6.3, Article VIII -
              Section 8(b)(iii) and Article IX - Section 9.4 within 30 days from
              the date of notice of demand from the Lender. All such sums shall
              be debited to the Borrower's Loan Account and shall carry interest
              from the date of payment till such reimbursement at the applicable
              rate for Normal Loans prevailing on the date of this Agreement.

        ii)   In case of default in making such reimbursement within 30 days
              from the date of notice of demand, the Borrower shall also pay on
              the defaulted amounts, liquidated damages at the rate of 2.1% per
              annum from the expiry of 30 days from the date of notice of demand
              till reimbursement in accordance with the provisions of Section
              2.13.

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2.15     APPROPRIATION OF PAYMENTS

         a)   Unless otherwise agreed to by the Lender, any payments due and
              payable under this Agreement and made by the Borrower shall be
              appropriated towards such dues in the following order viz :

              i)  Premium on prepayment;

             ii)  Costs, charges, expenses and other monies;

            iii)  Interest on costs, charges, expenses and other monies;

             iv)  Interest including additional interest;

              v)  Further interest and liquidated damages on defaulted amounts
                  payable in terms of Section 2.13; and

             vi)  Repayment of instalments of principal;

              due and payable under this Agreement.

         b)   Notwithstanding anything contained in Clause(a) hereinabove, the
              Lender may, at its discretion, appropriate such payments towards
              the dues, if any, payable by the Borrower in respect of earlier
              loan(s) availed of by the Borrower from the Lender in the order
              specified in the relative Loan Agreement(s).

2.16     PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR

         All monies payable by the Borrower to the Lender shall be paid to the
         Lender at their office in Mumbai/Bangalore or to such other office(s)
         as may be specified by them by telegraphic, telex or mail transfer to
         the account of such office(s) or by cheque or bank draft drawn in
         favour of the Lender on a scheduled bank at Mumbai or such other place
         or to such other account as the Lender may notify to the Borrower and
         shall be so paid as to enable the Lender to realise, at par, the amount
         on or before the relative Due Date.

         Credit for all payments by local cheque/bank draft will be given on the
         Lender's immediately next working day after the date of receipt of the
         instrument or the relative due date whichever is later.

         Credit for all payments by outstation cheque/bank draft will be given
         only on realisation or on the relative due date whichever is later.


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2.17     CONVERSION RIGHT IN CASE OF DEFAULT

         i)   If the Borrower commits a default in payment or repayment of three
              consecutive instalments of principal amounts of the Loan or
              interest thereon or any combination thereof.

              The Lender shall have the right to convert (which right is
              hereinafter referred to as "the conversion right") at its option
              the whole of the out-standing amount of the Loan, or a part not
              exceeding 20% of the Loan, whichever is lower, into fully paid-up
              equity shares of the Borrower, at par, in the manner specified in
              a notice in writing to be given by the Lender to the Borrower
              (which notice is hereinafter referred to as the "notice of
              conversion") prior to the date on which the conversion is to take
              effect, which date shall be specified in the said notice (which
              date is hereinafter referred to as the "date of conversion").

        ii)   On receipt of notice of conversion, the Borrower shall allot and
              issue the requisite number of fully paid-up equity shares to the
              Lender as from the date of conversion and the Lender shall accept
              the same in satisfaction of the principal amount of the Loan to
              the extent so converted. The part of the Loan so converted shall
              cease to carry interest as from the date of conversion and the
              Loan shall stand correspondingly reduced. Upon such conversion,
              the instalments of the Loan payable after the date of conversion
              as per Schedule II hereto shall stand reduced proportionately by
              the amounts of the Loan so converted. The equity shares so
              allotted and issued to the Lender shall carry, from the date of
              conversion, the right to receive proportionately the dividends and
              other distributions declared or to be declared in respect of the
              equity capital of the Borrower. Save as aforesaid, the said shares
              shall rank pari passu with the existing equity shares of the
              Borrower in all respects. The Borrower shall, at all times,
              maintain sufficient unissued equity shares for the above purpose.

       iii)   The conversion right reserved as aforesaid may be exercised by the
              Lender on one or more occasions during the currency of the Loan on
              the happening of any of the events specified in sub-clause (i)
              above.


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        iv)   The Borrower assures and undertakes that in the event of the
              Lender exercising the right of conversion as aforesaid, the
              Borrower shall get the equity shares which will be issued to the
              Lender as a result of the conversion, listed with the Stock
              Exchange(s) at Mumbai and Bangalore.

         v)   For purposes of sub-clause (i) above it shall not be construed as
              a default, if the Borrower approaches the Lender well in advance
              for postponement of principal or interest, as the case may be, and
              the Lender agrees to the same.


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                                     : 10 :

                                   ARTICLE III

                                    SECURITY

3.1      SECURITY FOR THE LOAN

(A)      The Loan together with all interest, liquidated damages, premium on
         prepayment, costs, expenses and other monies whatsoever stipulated in
         this Agreement to the extent of utilised for installation of assets at
         the Borrower's Lighting Division at Aurangabad, Maharashtra, shall be
         secured by a first mortgage and charge on the immoveable and moveable
         properties of the Borrower's Lighting Division, save and except book
         debts, both present and future, in such form as may be required by
         ICICI, subject to the charges created/to be created in favour of the
         bankers for securing working capital requirements.

         The above mortgage and charge shall rank pari passu with the charges
         created/to be created in favour of ICICI for its foreign currency term
         loan assistance of USD 4,437,401.

B)       The Loan together with all interest, liquidated damages, premium on
         prepayment, costs, expenses and other monies whatsoever sipulated in
         this agreement to the extent utilised for financing of equipment to be
         installed at the Borrower's various divisions other than the Lighting
         Division at Aurangabad, Maharashtra, shall be secured by an exclusive
         charge by way of hypothecation of the equipment and accessories to be
         acquired out of the loan, in a form and manner satisfactory to the
         Lender.

3.2      AUDITORS' CERTIFICATE

         The Borrower shall produce a certificate from its Auditors stating that
         the said equipment undertaken to be charged to the Lender as security
         for the Loan, are the absolute property of the Borrower and are free
         from any charge, lien, or claim thereon of whatsoever nature and submit
         a copy of final invoice(s) and such other documents of title in respect
         of the said equipment.

3.3      CREATION OF ADDITIONAL SECURITY

         If, at any time during the subsistence of this Agreement, the security
         provided by the Borrower has been lost or in the opinion of the Lender,
         has become inadequate to cover the Loan to the satisfaction of the
         Lender, the Borrower shall provide and furnish to the Lender to their
         satisfaction such security/additional security as may be required and
         acceptable to the Lender.


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                                   ARTICLE IV

                              BORROWER'S WARRANTIES


4.       Except to the extent already disclosed in writing by the Borrower to
         the Lender, the Borrower shall be deemed to have assured, confirmed and
         undertaken as follows :

         a)   LOAN APPLICATION

              The Loan Application is true and accurate in all material
              respects, is not misleading and does not omit any material fact,
              the omission of which would make any fact or statement therein
              misleading and shall be deemed to form part of the warranties
              herein contained.

         b)   CONSENTS AND LICENSES

              The Borrower undertakes to satisfy the Lender that all consents,
              licenses, approvals, etc. as are necessary in connection with the
              execution, validity and enforceability of this Agreement and the
              implementation of the Project have been duly obtained and
              undertakes to keep them effective in full force and effect during
              the subsistence of this Agreement.

         c)   DUE PAYMENT OF PUBLIC AND OTHER DEMANDS

              The Borrower is not in arrears of any public demand such as
              income-tax, corporation tax and all other taxes and revenues or
              any other statutory dues payable to the Central or State
              Governments or any local or other authority.

         d)   CONFLICT WITH MEMORANDUM AND ARTICLES OF ASSOCIATION

              Nothing in this Agreement conflicts with the Memorandum and
              Articles of Association of the Borrower.

         e)   IMPORT LICENCE

              The Borrower has obtained import licence(s) with list of
              equipment/necessary information about eligibility, scope and
              validity of imports under Open General Licence for equipment to be
              imported for the Project, and final quotation therefor. The
              Borrower undertakes to obtain information regarding changes in
              import policy, eligibility and scope of import and shall advise
              the Lender in this regard from time to time.


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                                    ARTICLE V

                CONDITIONS PRECEDENT TO DISBURSEMENT OF THE LOAN

5.       The obligations of the Lender to make the disbursement under this
         Agreement shall be subject to the Borrower performing all its
         obligations and undertakings under this Agreement besides compliance by
         the Borrower with the Disbursement Procedure stipulated by the Lender,
         such as submission of necessary information, documents etc. to the
         satisfaction of the Lender. Before seeking disbursement, the Borrower
         shall also comply with the following conditions :-

         a)   CONSENT OF SECURED CREDITORS

              Furnish to the Lender the consents from its secured creditors that
              they have no objection to the Borrower creating in favour of the
              Lender an exclusive charge on the assets referred to in Article
              III hereof.

         b)   SECURITY IN FAVOUR OF THE LENDER

              The Borrower shall have created security in favour of the Lender
              as stipulated in Article III hereof.

         c)   NON EXISTENCE OF EVENT OF DEFAULT

              The Borrower shall satisfy the Lender that no event of default as
              defined in Article IX hereof and no event which, with the lapse of
              time or notice and lapse of time as specified in the said Article,
              would become an event of default, has happened and been
              continuing.

         d)   OTHER SPECIAL CONDITIONS

              i)  The loan shall be utilised only for the purpose of financing
                  the cost of equipment acquired/to be acquired by the Borrower.
                  The disbursements under the Loan would be made to the company
                  as a reimbursement to the expenditure incurred on procurement
                  of the assets. For the disbursement made towards payment of
                  advance for procurement of these assets, the company shall pay
                  additional interest at the rate of 1.05% or such other rate as
                  may be applicable.

             ii)  The Borrower shall make arrangements with its bankers to meet
                  its requirements of working capital to the satisfaction of the
                  Lender.

            iii)  The Borrower shall obtain a certificate to the satisfaction of
                  the Lender from a Chartered Engineer certifying the value of
                  the second-hand machinery proposed to be installed for
                  manufacture of Circular Fluorescent Lamps. The Chartered
                  Engineer shall also certify that the machinery is fully
                  operational and its minimum effective ife is five years.

             iv)  The Lender shall retain the right to appoint one nominee on
                  the Board of Directors of the Borrower during the currency of
                  its assistances.

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                                   ARTICLE VI

           CONDITIONS APPLICABLE DURING THE CURRENCY OF THIS AGREEMENT


6.1      PARTICULAR AFFIRMATIVE COVENANTS

         The Borrower shall

         a)   UTILISATION OF LOAN

              Use the proceeds of the Loan and the goods/services
              purchased/obtained with such proceeds for the purpose of the
              Project. If, for any reason the Borrower finds itself unable to
              comply with this condition, it shall immediately inform the Lender
              in writing of the same and the reasons therefor and shall, unless
              otherwise agreed to by the Lender, repay forthwith the outstanding
              balance of the Loan together with interest and all other monies
              payable in respect thereof.

         b)   CONDUCT OF BUSINESS

              Carry out its operations with due diligence and efficiency and in
              accordance with sound technical, financial and managerial
              standards and business practices.

         c)   INSURANCE

              i)  Insure and keep insured against such risks as may be
                  determined by the Lender, all the goods to be acquired for the
                  purpose of the Project whether financed out of the proceeds of
                  the Loan or not and in particular the goods to be financed out
                  of the proceeds of the Loan as are of an insurable nature
                  against all marine, transit and other hazards incident to the
                  acquisition, transportation and delivery of the goods to the
                  place of use or installation and for such insurance any
                  indemnity shall be payable in any currency freely usable by
                  the Borrower to replace or repair such goods.

             ii)  Keep insured upto the replacement value thereof as approved by
                  the Lender (including surveyor's and architect's fees) the
                  properties charged/to be charged to the Lender and such of its
                  other properties as are of an insurable nature against fire,
                  theft, lightning, explosion, earthquake, riot, strike, civil
                  commotion, storm, tempest, flood, marine risks, erection
                  risks, war risks, and such other risks as may be specified by
                  the Lender.


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            iii)  Duly pay all premia and other sums payable for that purpose.
                  The insurance in respect of the properties charged/to be
                  charged to the Lender shall be taken in the joint names of the
                  Borrower and the Lender and any other person or institution
                  having an insurable interest in the properties of the Borrower
                  and acceptable to the Lender. The Borrower shall keep
                  deposited with the Lender the insurance policies and renewals
                  thereof.

             iv)  Agree that, in the event of failure on the part of the
                  Borrower to insure the properties or to pay the insurance
                  premia or other sums referred to above, the Lender may get the
                  properties insured or pay the insurance premia and other sums
                  referred to above, as the case may be.

         d)   CORPORATE EXISTENCE

              Maintain its corporate existence and right to carry on its
              operations and promptly inform the Lender of any resolution
              passed/intended to be passed by the Borrower for its voluntary
              winding up or if it has notice of any application for winding up
              having been made or of any statutory notice of winding up under
              the provisions of the Companies Act, 1956 or any other notice
              under any other Act or otherwise of any suit or other legal
              process filed/initiated or intended to be filed/initiated against
              the Borrower or if a Receiver is appointed or any of its
              properties or business or undertaking.

         e)   CAUSES OF DELAY IN COMPLETING THE PROJECT

              Promptly inform the Lender of the circumstances/conditions which
              are likely to delay the completion of the Project or disable the
              Borrower from implementing it or force the Borrower to abandon the
              same.

         f)   CHANGES IN BOARD AND MANAGEMENT SET UP

              Keep the Lender promptly informed of any change that may occur or
              is likely to occur in the composition of its Board of Directors
              and its management set-up.

         g)   NEW PROJECT

              Keep the Lender informed of the progress of the Project and of any
              new Project, modernisation, diversification or substantial
              expansion of any Project that it might undertake during the period
              of the Loan.


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6.2      NEGATIVE COVENANTS

         Unless the Lender otherwise agrees, the Borrower shall not :

         a)   DIVIDENDS

              Declare or pay any dividend to any of its Shareholders during any
              financial year, unless it has paid all the dues of the Lender upto
              the date on which the dividend is proposed to be declared or paid
              or has made satisfactory provision therefor.

         b)   CHARGES

              Create or permit any charge or lien on or transfer or alienate, in
              any manner, the assets referred to in Article III hereof.

         c)   LOANS AND DEBENTURES

              Issue any debentures, raise any loans, or create any charge on its
              assets or give any guarantees. This provision shall not apply to
              normal trade guarantees or temporary loans and advances granted to
              staff or contractors or suppliers in the ordinary course of
              business or to raising of unsecured loans, overdrafts, cash credit
              or other facilities from banks in the ordinary course of business.

         d)   MERGER, CONSOLIDATION, ETC.

              Undertake or permit any merger, consolidation reorganisation,
              scheme of arrangement or compromise with its creditors or
              shareholders or effect any scheme of amalgamation or
              reconstruction.

6.3      IMPOSTS, CHARGES AND OTHER EXPENSES

         i)   The Borrower shall, during the currency of the Loan, bear all
              imposts, charges and other duties, taxes and penalties as may be
              levied from time to time by the Government or any other authority,
              pertaining to or in respect of this Loan transaction.

        ii)   The Borrower shall pay all costs, charges and expenses in any way
              incurred by the Lender pertaining to this Loan transaction.

       iii)   In the event of the Borrower failing to pay the monies referred to
              in Sub-Clauses (i) and (ii) above, the Lender will be at liberty
              (but shall not be obliged) to pay the same.


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                                   ARTICLE VII

                                     REPORTS


7.       The Borrower shall furnish to the Lender, such reports as may be
         required by the Lender.


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                                  ARTICLE VIII

                                   INSPECTION


8.       The Borrower shall,

         a)   PROJECT EXPENDITURE RECORDS

              Maintain records showing expenditure incurred on the Project,
              utilisation of the disbursements out of the Loan, progress of the
              Project and the operations and financial conditions of the
              Borrower and such records shall be open to examination by the
              Lender and their authorised representatives.

         b)   TECHNICAL, FINANCIAL AND LEGAL INSPECTIONS

              i)  Permit the Lender and its authorised representatives to carry
                  out technical, financial and legal inspections of the goods
                  purchased out of the Loan and to visit any facilities and
                  construction sites included in the Project and to examine any
                  plants, installations, sites, works, buildings, properties,
                  equipment, records and documents relevant to the performance
                  of the obligations of the Borrower under this Agreement. Any
                  such representative of the Lender shall have free access at
                  all reasonable times to the Borrower's properties and shall
                  receive full cooperation and assistance from the employees of
                  the Borrower.

             ii)  Permit any whole-time officer of the Lender or a qualified
                  practising Auditor to examine the Borrower's books and papers
                  and will give all facilities to enable any technically
                  qualified person chosen by the Lender to report on the
                  business of the Borrower at any time.

                  Provided that, if the technically qualified person is not a
                  whole-time employee of the Lender such technically qualified
                  person shall be reasonably acceptable to the Borrower having
                  regard to his other activities, if any.

            iii)  The cost of inspection, including travelling and all other
                  expenses, shall be payable by the Borrower to the Lender in
                  this behalf.


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                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES


9.1      If one or more of the events specified in this Section, happen(s), the
         Lender may, by a notice in writing to the Borrower, declare the
         principal of and all accrued interest on the Loan to be due and payable
         forthwith and the security created in terms of Article III of this
         Agreement shall become enforceable.

         EVENTS OF DEFAULT

         a)   DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE LOAN

              Default has occurred in the payment of principal sums of the Loan
              on the due dates.

         b)   DEFAULT IN PAYMENT OF INTEREST

              Default has been committed by the Borrower in payment of any
              interest on the Loan and such default has continued for a period
              of thirty days.

         c)   DEFAULT IN PERFORMANCE OF COVENANTS AND CONDITIONS

              Default has occurred in the performance of any other covenant,
              condition or agreement on the part of the Borrower under this
              agreement and any other agreement and such default has continued
              for a period of thirty days after notice in writing thereof has
              been given to the Borrower by the Lender.

         d)  SUPPLY OF MISLEADING INFORMATION

              Any information given by the Borrower in its Loan application, in
              the reports and other information furnished by the Borrower in
              accordance with the Reporting System and the warranties
              given/deemed to have been given by the Borrower to the Lender is
              misleading or incorrect in any material respect.

         e)   INABILITY TO PAY DEBTS

              If there is reasonable apprehension that the Borrower is unable to
              pay its debts or proceedings for taking it into liquidation,
              either voluntarily or compulsorily, may be or have been commenced.

         f)   INADEQUATE INSURANCE

              If the properties and assets offered to the Lender as security for
              the Loan have not been kept insured by the Borrower or depreciate
              in value to such an extent that, in the opinion of the Lender
              further security to the satisfaction of the Lender should be given
              and on advising the Borrower to that effect such security has not
              been given to the Lender.
<PAGE>

                                     : 19 :

         g)   SALE, DISPOSAL AND REMOVAL OF ASSETS

              If, without the prior approval of the Lender, any properties
              charged to the Lender are sold, disposed of, charged, encumbered
              or alienated or removed, pulled down or demolished.

         h)   REFUSAL TO DISBURSE LOANS BY OTHER FINANCIAL INSTITUTIONS

              If the other financial institution(s) or bank(s) with whom the
              Borrower has entered into agreements for financial assistance have
              refused to disburse its/their loan(s) or any part thereof or have
              recalled its/their loan(s) under their respective loan
              agreement(s) with the Borrower.

         i)   PROCEEDINGS AGAINST BORROWER

              The Borrower has voluntarily or involuntarily become the subject
              of proceedings under any bankruptcy or insolvency law or the
              Borrower is voluntarily or involuntarily dissolved.

         j)   INABILITY TO PAY DEBTS ON MATURITY

              The Borrower is unable or has admitted in writing its inability to
              pay its debts as they mature.

         k)   LIQUIDATION OR DISSOLUTION OF THE BORROWER

              The Borrower has taken or suffered to be taken any action for its
              reorganisation, liquidation or dissolution.

         l)   APPOINTMENT OF RECEIVER OR LIQUIDATOR

              A receiver or liquidator has been appointed or allowed to be
              appointed of all or any part of the undertaking of the Borrower.

         m)   ATTACHMENT OR DISTRAINT ON PROPERTIES

              If an attachment or distraint has been levied on the Borrower's
              properties or any part thereof or certificate proceedings have
              been taken or commenced for recovery of any dues from the
              Borrower.

         n)   EXTRA-ORDINARY CIRCUMSTANCES

              If extraordinary circumstances have occurred which make it
              improbable for the Project to be carried out and for the Borrower
              to fulfil its obligations under this Agreement.


I.C.I.C.I.
LTD
<PAGE>

                                     : 20 :

9.2      CONSEQUENCES OF DEFAULT

         On the happening of any of the Events of Default, in addition to the
         rights specified in Section 9.1 hereof, the Lender shall have the right
         to appoint and remove from time to time, Director(s) on the Board of
         Directors of the Borrower [such directors are hereinafter referred to
         as 'Nominee Director(s)'].

         i)   The Nominee Director(s) shall not be required to hold
              qualification shares and not be liable to retire by rotation.

        ii)   The Nominee Director(s) shall be entitled to all the rights and
              privileges as other Directors including the sitting fees and
              expenses as payable to other Directors but if any other fees,
              commission, monies or remuneration in any form is payable to the
              Directors, the fees, commission, monies and remuneration in
              relation to such Nominee Director(s) shall accrue to the Lender
              and the same shall accordingly be paid by the Borrower directly to
              the Lender.

              Provided that if any such Nominee Director is an officer of the
              Lender, the sitting fees in relation to such Nominee Director
              shall also accrue to the Lender and the same shall accordingly be
              paid by the Borrower directly to the Lender.

              Any expenditure incurred by the Lender or the Nominee Director in
              connection with his appointment or directorship shall be borne by
              the Borrower.

       iii)   The Nominee Director shall be appointed a Member of the Management
              Committee or other Committees of the Board, if so desired by the
              Lender.

        iv)   The Nominee Director shall be entitled to receive all notices,
              agenda, etc. and to attend all General Meetings and Board Meetings
              and Meetings of any Committees of the Board of which he is a
              member.

         v)   If, at any time, the Nominee Director is not able to attend a
              meeting of the Board of Directors or any of its Committees of
              which he is a member, the Lender may depute an observer to attend
              the meeting. The expenses incurred by the Lender in this
              connection shall be borne by the Borrower.

9.3      NOTICE TO THE LENDER ON THE HAPPENING OF AN EVENT OF DEFAULT

         If any Event of Default or any event which, after the notice, or lapse
         of time, or both, would constitute an Event of Default has happened,
         the Borrower shall, forthwith give notice thereof to the Lender in
         writing specifying the nature of such Event of Default, or of such
         event.

I.C.I.C.I.
LTD
<PAGE>

                                     : 21 :

9.4      EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION

         All expenses incurred by the Lender after an Event of Default has
         occurred in connection with -

         i)   preservation of the Borrower's assets (whether then or thereafter
              existing); and

        ii)   collection of amounts due under this Agreement shall be payable by
              the Borrower.


I.C.I.C.I.
LTD
<PAGE>

                                     : 22 :

                                    ARTICLE X

                    CANCELLATION, SUSPENSION AND TERMINATION

10.1     CANCELLATION BY NOTICE TO THE LENDER

         The Borrower may, by notice in writing to the Lender, cancel all or any
         part of the Loan which the Borrower has not withdrawn prior to the
         giving of such notice provided that the Borrower satisfies the Lender
         that the Project has been or will be completed without requiring the
         balance of the Loan.

10.2     SUSPENSION

         Further access by the Borrower to the use of the Loan may be suspended
         or terminated by the Lender on the happening of any Event of Default.

         The right of the Borrower to make withdrawals from the Loan shall
         continue to be suspended until the event which gave rise to such
         suspension shall have ceased to exist to the satisfaction of the Lender
         or until the Lender shall have notified the Borrower that the right to
         make withdrawals has been restored, whichever is earlier.

10.3     TERMINATION

         If any of the Events of Default shall occur and shall continue or if
         the Borrower shall not have withdrawn the Loan by the date referred to
         in Section 2.8 hereof or such later date as may be agreed to by the
         Lender or if the right of the Borrower to make withdrawals from the
         Loan shall have been suspended with respect to any amount of the Loan
         for a continuous period of thirty days, then, the Lender may, by notice
         in writing to the Borrower, terminate the right of the Borrower to make
         withdrawals. Upon such notice the undrawn amount of the Loan shall
         stand cancelled.

10.4     BENEFIT OR PROTECTION

         Notwithstanding any cancellation, suspension or termination, all the
         provisions of this Agreement for the benefit or protection of the
         Lender shall continue to be in full force and effect as herein
         specifically provided.


I.C.I.C.I.
LTD
<PAGE>

                                     : 23 :

                                   ARTICLE XI

                                     WAIVER

11.      WAIVER NOT TO IMPAIR THE RIGHTS OF THE LENDER

         No delay in exercising or omission to exercise any right, power or
         remedy accruing to the Lender upon any default under this Agreement or
         security document shall impair any such right, power or remedy or shall
         be construed to be waiver thereof or any acquiescence in such default,
         nor shall the action or inaction of the Lender in respect of any
         default or any acquiescence affect or impair any right, power or remedy
         of the Lender in respect of any other default.


I.C.I.C.I.
LTD
<PAGE>

                                     : 24 :

                                   ARTICLE XII

                                  MISCELLANEOUS

12.1     SERVICE OF NOTICE

         Any notice or request required or permitted to be given or made under
         this Agreement to the Lender or to the Borrower shall be in writing.
         Such notice or request shall be deemed to have been duly given or made
         when it shall be delivered by hand, mail or telegram to the party to
         which it is required or permitted to be given or made at such party's
         recognised address or at such other address as may be designated by
         such party.

12.2     EVIDENCE OF DEBT

         a)   The Lender shall maintain, in accordance with their usual
              practice, accounts evidencing the amounts from time to time lent
              by and owing to them under this Agreement.

         b)   In any legal action or proceedings arising out of or in connection
              with this Agreement, the entries made in the accounts maintained
              purusuant to sub-clause (a) above shall be prima-facie evidence of
              the existence and amount of obligations of the Borrower as therein
              recorded.

I.C.I.C.I.
LTD
<PAGE>

                                     : 25 :

                                   SCHEDULE I

                                   THE PROJECT

         The Borrower proposes to install equipment at its various divisions.
The details of these equipment are given below:
<TABLE>
<CAPTION>

                                        Name of the               Cost of
No.      Details of equipment           supplier                  Asset                     Location
- ---      --------------------           -----------               -------                   --------

<S>      <C>                            <C>                       <C>                       <C>
1        Two nos. fully automatic       Impianti Macchine         CIF US $1,009,000         Amalner,
         soap stamping and packaging    Saponi Affini             equivalent to about       Maharashtra
         machines                       s.r.l., Italy             Rs.350 lacs plus          and Tumkur,
                                                                  customs duty,             Karnataka
                                                                  clearing charges,
                                                                  octroi and other
                                                                  charges aggregating
                                                                  Rs.504 lacs

2        One no. circular fluorescent   Asia Lamp                 CIF US $1,380,000         Aurangabad
         lamp manufacturing machine     Industry Company,         equivalent to about       Maharashtra
                                        Thailand                  Rs.500 lacs plus
                                                                  customs duty,
                                                                  clearing charges,
                                                                  octroi and other
                                                                  charges, aggre-
                                                                  gating Rs.723
                                                                  lacs

3        One no. electrostatic powder   Falma Production          CIF - Sw Fr 400,000       Aurangabad
         coating machine                Limited,                  equivalent to about       Maharashtra
                                        Switzerland               Rs.115 lacs plus
                                                                  customs duty,
                                                                  clearing charges,
                                                                  octroi and other
                                                                  charges, aggre-
                                                                  gating Rs.149
                                                                  lacs

4        Nine nos. Very Small           Wipro BT Limited          Rs.72 lacs                Delhi,
         Aperture Terminals                                                                 Bangalore,
                                                                                            Calcutta,
                                                                                            Secunderabad,
                                                                                            Madras,
                                                                                            Lucknow,
                                                                                            Ahmedabad,
                                                                                            and Mysore
                                                                                            (2 Nos)

5        Normal capital expenditure         --                    Rs. 552 lacs              Various
                                                                                            divisions of
                                                                                            the Borrower
                                                                  -------------------
                                        Total                     Rs. 2000 lacs
                                                                  -------------------
</TABLE>

The Borrower has requested the Lender for a Rupee Loan of Rs.2000 lacs in the
form of asset credit assistance to finance the cost of acquisition of the above
equipment, which the Lender has agreed to provide.
<PAGE>

                                     : 26 :

                                   SCHEDULE II

                              AMORTIZATION SCHEDULE

                                                  (Rs. in lacs)

Date of payment                 Payment of                 Principal amount
- ---------------                 principal                  outstanding after
                                ----------                 each payment
                                                           -----------------

                                                                2000.00
September 15, 1997                125.00                        1875.00
December 15, 1997                 125.00                        1750.00
March 15, 1998                    125.00                        1625.00
June 15, 1998                     125.00                        1500.00
September 15, 1998                125.00                        1375.00
December 15, 1998                 125.00                        1250.00
March 15, 1999                    125.00                        1125.00
June 15, 1999                     125.00                        1000.00
September 15, 1999                125.00                         875.00
December 15, 1999                 125.00                         750.00
March 15, 2000                    125.00                         625.00
June 15, 2000                     125.00                         500.00
September 15, 2000                125.00                         375.00
December 15, 2000                 125.00                         250.00
March 15, 2001                    125.00                         125.00
June 15, 2001                      12.50                         112.50
September 15, 2001                 12.50                         100.00
December 15, 2001                  12.50                          87.50
March 15, 2002                     12.50                          75.00
June 15, 2002                      12.50                          62.50
September 15, 2002                 12.50                          50.00
December 15, 2002                  12.50                          37.50
March 15, 2003                     12.50                          25.00
June 15, 2003                      12.50                          12.50
September 15, 2003                 12.50                           0.00

I.C.I.C.I.
LTD
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>13
<FILENAME>0013.txt
<DESCRIPTION>LOAN AGREEMENT DATED JANUARY 17, 1996
<TEXT>

<PAGE>
                                                                    Exhibit 10.7

                                  WIPRO LIMITED

   Note setting out Amendment to the Loan Agreement dated January 17, 1996 for
Corporate Loan of Rs.800 lacs entered into between Wipro Limited as the Borrower
                             and ICICI as the Lender

I.       In ARTICLE I, under the heading DEFINITIONS, the following shall be
         added as Section 1.1 (h):

         "Short Term Prime Rate" means the percentage rate per annum decided by
         the Lender from time to time as applicable to funding of rupee amounts
         for a period of one (1) year (excluding interest tax or other statutory
         levy) as notified by the Lender from time to time.

II.      In ARTICLE II, under the heading AGREEMENT AND TERMS OF LOAN, Section
         2.3 (i) relating to INTEREST shall be substituted by the following:

a)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.800 lacs (Rs.600 lacs disbursed on January 17, 1996 and Rs.200
         lacs disbursed on March 1, 1996) out of the Loan and outstanding from
         time to time, quarterly in each year, on January 15, April 15, July 15,
         and October 15, at 19.5% per annum plus applicable interest tax, till
         January 14, 1998.

b)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs.4,66,00,000 out of the Loan outstanding as on January 15, 1998
         and outstanding from time to time, quarterly in each year, on January
         15, April 15, July 15 and October 15, at 1.75% over the Short Term
         Prime Rate prevailing on January 15, 1996 plus applicable (illegible)
         with effect from January 15, 1998.

         Provided that the aforesaid interest rate in respect of the amount of
         Rs.4,66,00,000 out of the loan outstanding as on January 15, 1998 will
         be reset annually, commencing from January 15, 1999 (the "Reset
         Date(s)") based on the then prevailing Short Term Prime Rate and the
         Borrower shall pay interest at such reset rate as may be notified by
         the Lender to the Borrower.


I.C.I.C.I.
LTD
<PAGE>

                                      : 2 :

III.     In SCHEDULE II, the AMOTIZATION SCHEDULE shall be substituted by the
         following:

                                                           (Amount in Rs.)
         DATE OF PAYMENT           PAYMENT OF             PRINCIPAL AMOUNT
                                   PRINICPAL              OUTSTANDING AFTER
                                                          EACH PAYMENT
                                                             80,000,000
         January 15, 1997           6,667,000                73,333,000
         April 15, 1997             6,667,000                66,666,000
         July 15, 1997              6,667,000                59,999,000
         October 15, 1997           6,667,000                53,332,000
         January 15, 1998           6,732,000                46,600,000
         January 15, 1999          15,000,000                31,600,000
         January 15, 2000          15,000,000                16,600,000
         January 15, 2001          16,600,000

         All other terms and conditions of the Loan Agreement dated January 17,
         1996 entered into between the Borrower and the Lender shall remain
         unchanged.

                  IN WITNESS WEREOF the Borrower has caused its common seal to
be affixed hereto and to a duplicate hereof on the day, month and year written
below and the Lender has caused the same and the said duplicate to be executed
by the hand of Shri. V.M. Ketkar, an authorised official of the Lender.

The COMMON SEAL OF WIPRO LIMITED has pursuant to the Resolution of its Borad of
Directors passed in that behalf on the 23rd day of November, 1995 hereunto been
affixed in the presence of Shri Satish Menon, Company Secretary and General
Counsel and Shri J. Shankar, Corporate Treasurer who have signed these presents
in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
an authorised official of the LENDER.

Dated at Bangalore, this 15th day of December, 1997.

I.C.I.C.I.
LTD


                                 LOAN AGREEMENT

                                (CORPORATE LOAN)


                                     BETWEEN


                                   WIPRO LTD.

                                   AS BORROWER


                                       AND


        THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED

                                    AS LENDER

I.C.I.C.I.
LTD
<PAGE>

                                [GRAPHIC OMITTED]

                                      INDIA
                                  TWENTY RUPEES


                                 LOAN AGREEMENT

                                (CORPORATE LOAN)


         THIS AGREEMENT made at Bangalore this 17th day of January, One Thousand
Nine Hundred Ninety Six between Wipro Ltd., a public company within the meaning
of the Companies Act, 1956 (I of 1956) and having its Registered Office at
Bakhtawar, 229, Nariman Point, Bombay 400 021 (hereinafter referred to as "the
Borrower" which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns) of the ONE PART

                                       AND

THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its Registered Office at 163, Backbay Reclamation, Bombay 400 020 and a Zonal
Office at "Raheja Towers", II Floor, East Wing, 26 - 27, M.G. Road, Bangalore
560 001 (hereinafter referred to as "the Lender", which expression shall, unless
it be repugnant to the subject or context thereof, include its successors and
assigns) of the OTHER PART;

I.C.I.C.I.
LTD
<PAGE>

                                      : 2 :

                                    ARTICLE I

                                   DEFINITIONS


1.1      In this Agreement, unless there is anything repugnant to the subject or
         context thereof, the expressions listed below shall have the following
         meanings viz:

         a)   "Due Date" - means, in respect of -

         i)  an instalment of principal - the date on which the instalment
             falls due as stipulated in Schedule II hereto;

        ii)  interest - the date on which interest falls due as stipulated
             in Section 2.3 hereof;

       iii)  any other amount payable under this Agreement - the date on
             which such amount falls due in term of this agreement.

         b)   "Event of Default" - means any of the events of default specified
              in Article IX hereof;

         c)   "Loan Application" - means the application/s for the Loan made by
              the Borrower to the Lender and all information, particulars and
              clarifications furnished by the Borrower to the Lender from time
              to time in respect thereof;

         d)   "Purpose of the Loan" - means the purpose, described in Schedule I
              hereto, for which the Loan is agreed to be lent and advanced by
              the Lender;

         e)   "the Agreement" - means this Agreement and the Schedules hereto
              and includes the amendments made thereto from time to time;

         f)   "ICICI Advance Rate" means the percentage rate per annum decided
              by ICICI from time to time as applicable for Rupee Loans to prime
              borrowers plus applicable interest tax or other statutory levy, as
              notified by ICICI from time to time.

1.2      The headings of the Articles and Sections are inserted for convenience
         of reference only and are not deemed to affect the interpretation of
         this Agreement.

I.C.I.C.I.
LTD
<PAGE>

                                      : 3 :

                                   ARTICLE II

                           AGREEMENT AND TERMS OF LOAN

2.1      AMOUNT AND TERMS OF LOAN

         The Borrower agrees to borrow from the Lender and the Lender agrees to
         lend to the Borrower, on the terms and conditions contained herein
         Rupee Loan not exceeding Rs.800 lacs (hereinafter referred to as "the
         Loan").

2.2      TERMS OF DISBURSEMENT

         The Loan will be disbursed to the Borrower in one or more instalment(s)
         as may be decided by the Lender subject to the Borrower complying with
         the provisions of this Agreement and the disbursement procedure
         stipulated by the Lender. All disbursements shall be by
         cheque(s)/authorisation(s) and the collection/ remittance charges, will
         be borne by the Borrower. The interest on the Loan will accrue from the
         date of cheque(s)/authorisation(s).

2.3      i)  INTEREST

A(I)     On Rs.600 lacs proposed to be disbursed on January 17, 1996 out of the
         Loan

         The Borrower shall pay to the Lender, interest on the principal amount
         of the Rs.600 lacs out of the loan outstanding from time to time,
         quarterly in each year, on January 15, April 15, July 15 and October
         15 at 20% per annum

(II)     On balance Rs.200 lacs out of the Loan

         The Borrower shall pay to the Lender, interest on the balance principal
         amount of Rs.200 lacs out of the Loan outstanding from time to time,
         quarterly in each year on January 15, April 15, July 15 and October 15.
         The rate of interest applicable on the Loan shall be,

         a)   2.5% over the maximum of ICICI Advance Rates as prevailing on the
              dates of disbursements out of the Loan. ICICI Advance Rate as on
              date is 16.5% per annum.

         b)   20% per annum,

         whichever is higher.

B)       After the Loan has been fully disbursed, weighted average rate of
         interest for all the disbursement made out of the Loan shall be
         determined and thereafter the Loan shall carry interest at the weighted
         average rate, subject to the following proviso:

         a)   Provided that the aforesaid ICICI Advance Rate will be reset on
              the expiry of three years from the date of first disbursement out
              of the Loan and the Borrower shall pay interest at such rate as
              may be notified by the Lender to the Borrower.


I.C.I.C.I.
LTD
<PAGE>

                                      : 4 :

         b)   Provided further that in the event of an increase in the rate of
              interest arising out of such reset, the Borrower shall have the
              option to prepay to the Lender on such reset date the otustanding
              of the Loan together with all outstanding interest and other
              charges and monies payable thereon.

ii)      All interest and all other monies accruing due under this Agreement
         shall, in case the same be not be paid on the respective Due Dates,
         carry interest/further interest at the maximum lending rate of the
         Lenders on Rupee Loan(s) as prevailing from time to time or at the
         applicable rate under this Agreement, whichever is higher. Such
         interest will be computed from the respective due dates and shall
         become payable upon the footing of compound interest with quarterly
         rests. The maximum lending rate of the Lenders from Rupee Loan shall
         until creation of final security for the loan, be increased by 1.05%
         p.a.

(iii)    All interest and other monies which shall accrue under the provisions
         of this Agreement shall also be payable in the manner and on the dates
         specified in Section 2.3(i).

2.4      FRONT END FEE

         The Borrower shall pay to the Lender on the date of the Letter of
         Intent, Front End Fee of 1.05% of the Loan or such higher rate as
         prevailing at the time of the issue of Letter of Intent.

2.5      IMPOSTS, COSTS AND CHARGES

         i)   The Borrower shall, during the currency of the Loan bear all such
              imposts, duties and taxes (including interest and other taxes, if
              any) as may be levied from time to time by the Government or other
              authority with the sanction of law pertaining to or in respect of
              the Loan;

         ii)  The Borrower shall pay all other costs, charges and expenses
              (including cost of investigation of title to the Borrower's
              Properties and protection of the Lender's interest) in any way
              incurred by the Lenders and such additional stamp duty, other
              duties, taxes, charges and other penalties if any when the
              Borrower is required to pay according to the laws for the time
              being in force in the State in which its properties are situated
              or otherwise;

         iii) In the event of the Borrower failing to pay the monies referred to
              in sub-clause (i) and (ii), the Lenders will be at liberty (but
              shall not be obliged) to pay the same. The Borrower shall
              reimburse all sums paid by the Lenders in accordance with the
              provisions contained herein.

2.6      COMPUTATION OF INTEREST AND OTHER CHARGES

         Interest and all other charges shall accrue from day to day and shall
         be computed on the basis of 365 days year and the number of days
         elapsed.

2.7      ADJUSTMENT OF OVERDUES

         The Lender may, deduct from sums to be lent and advanced by it to the
         Borrower any monies then remaining due and payable by the Borrower to
         the Lender.

I.C.I.C.I.
LTD
<PAGE>

                                      : 5 :

2.8      LAST DATE OF WITHDRAWAL

         Unless the Lender otherwise agrees, the right to make drawals from the
         Loan shall cease on September 30, 1996.

2.9      REPAYMENT

           i)   The Borrower undertakes to repay the principal amount of the
                Loan in accordance with the Amortization Schedule set forth in
                Schedule II hereto.

           ii)  The Lender may, in suitable circumstances revise, vary or
                postpone the repayment of the principal amount of the Loan or
                the balance outstanding for the time being or any instalment(s)
                of the said principal amount of the Loan or any part thereof
                upon such terms and conditions as may be decided by the Lender.

           iii) In the event of any default in the payment of instalments of
                principal, any interest, liquidated damages, postponement, if
                any, allowed by the Lender shall be at the rate of interest as
                may be stipulated by the Lender at the time of postponement.

           iv)  If for any reason, the amount finally disbursed by the Lender
                out of the Loan is less than the Loan, the instalment(s) of
                repayment of the Loan shall stand reduced proportionately but
                will be payable on the same dates as specified in Schedule II
                hereto.

2.10     ACCELERATION OF REPAYMENT BY THE LENDER

         If the Lender finds that the profitability of the Borrower, the cash
         flow and other circumstances so warrant, the Lender may, on previous
         intimation to the Borrower, require the Borrower to prepay the Loan on
         dates earlier than the dates set out in Schedule II hereto and also to
         increase the amount(s) of the instalment(s) of repayment fixed in that
         Schedule.

2.11     PREMATURE REPAYMENT

         The Borrower shall not prepay the outstanding principal amounts of the
         Loan in full or in part before the due dates except after obtaining the
         prior approval of the Lender (which may be granted conditionally).

2.12     DUE DATE OF PAYMENT

         If the Due Date in respect of an instalment of the Loan, interest,
         Front End Fee or any other payment falls on a Saturday or a day which
         is a bank holiday at the place where the payment is to be made, the
         immediately preceding working day shall be the due date for such
         payment.


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                                      : 6 :

2.13     LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS

         In case of default in payment of instalment(s) of principal, interest,
         Front End Fee and all other monies (except liquidated damages) on their
         respective Due Dates, the Borrower shall pay on the defaulted amounts,
         liquidated damages at the rate of 2.1% per annum for the period of
         default. Liquidated damages shall be payable in the manner and on the
         dates specified in Section 2.3(i) above.

2.14     REIMBURSEMENT OF EXPENSES

           i)   The Borrower shall reimburse all sums paid by the Lender under
                any of the provisions of this Agreement immediately on demand
                from the Lender. All such sums shall be secured by the
                securities created/to be created in terms of the provisions of
                Article III hereof and shall carry interest from the date of
                payment till such reimbursement at the rate referred to in
                Section 2.3 (iv) above.

           ii)  In case of default in making such reimbursement within 30 days
                from the date of notice of demand, the Borrower shall also pay
                on the defaulted amounts, liquidated damages at the rate of 2%
                per annum from the expiry of 30 days from the date of notice of
                demand till reimbursement in accordance with the provisions of
                Section 2.13.

2.15     APPROPRIATION OF PAYMENTS

         a)   Unless otherwise agreed to by the Lender, any payments due and
              payable under this Agreement and made by the Borrower shall be
              appropriated towards such dues in the following order viz:

              i)   Premium on prepayment;

             ii)   Costs, charges, expenses and other monies;

            iii)   Interest on costs, charges, expenses and other monies;

             iv)   Interest including additional interest;

              v)   Further interest and liquidated damages on defaulted amounts
                   payable in terms of Section 2.13; and

             vi)   Repayment of instalments of principal;

                   due and payable under this Agreement.

         b)   Notwithstanding anything contained in Clause (a) hereinabove, the
              Lender may, at its discretion, appropriate such payments towards
              the dues, if any, payable by the Borrower in respect of earlier
              loan(s) availed of by the Borrower from the Lender in the order
              specified in the relative Loan Agreement(s).

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2.16     PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR

         All monies payable by the Borrower to the Lender shall be paid to the
         Lender at their office in Bombay/Bangalore or to such other office(s)
         as may be specified by them by telegraphic, telex or mail transfer to
         the account of such office(s) or by cheque or bank draft drawn in
         favour of the Lender on a scheduled bank at Bangalore or such other
         place or to such other account as the Lender may notify to the Borrower
         and shall be so paid as to enable the Lender to realise, at par, the
         amount on or before the relative Due Date.

         Credit for all payments by local cheque/bank draft will be given on the
         Lender's immediately next working day after the date of receipt of the
         instrument or the relative due date whichever is later.

         Credit for all payments by outstation cheque/bank draft will be given
         only on realisation or on the relative due date whichever is later.


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                                      : 8 :


                                   ARTICLE III
                                    SECURITY

3.1      SECURITY FOR THE LOAN

         The Loan together with all interest, front end fees, liquidated
         damages, premium on prepayment, costs, expenses and other monies
         whatsoever stipulated in this Agreement shall be secured by -

a)       an exclusive pledge in favour of the Lender of the shares of Wipro
         Finance Limited of a value determined by the Lender in a manner
         satisfactory to the Lender;

b)       a mortgage and charge on all the borrower's immoveable properties, both
         present and future, save and except book debts in such as form as may
         be required by the Lender, subject to the charges created/to be created
         in favour of the Borrower's bankers and on current assets for securing
         borrowings for working capital requirements.

         The above mortgage and charge will rank second and subservient to the
         charges created and/or to be created in favour of Unit Trust of India
         (UTI), ICICI and Life Insurance Corporation of India (LIC) for
         aggregate debenture assistance outstanding of Rs.533 lacs, ICICI and
         State Bank of India (SBI) capital market for aggregate debenture
         assistance of Rs.300 lacs, ICICI and SBI for the aggregate outstanding
         assistance of Rs.132 lacs, ICICI for the outstanding assistances of
         Rs.6 lacs, Rs.336 lacs, Rs.1405 lacs and Rs.1601 lacs, Industrial
         Development Bank of India (IDBI) for outstanding assistance of Rs.1000
         lacs, Exim Bank for outstanding assistance of Rs.304 lacs, Hongking
         Bank and Corporation Bank for aggregate outstanding assistance of
         Rs.520 lacs and ICICI, IDBI, UTI and Exim Bank for the aggregate
         outstanding assistance of Rs.558 lacs. The above mortgage and charge
         shall rank pari-passu with the mortgage and charge created and/or to be
         created in favour of company's bankers for their working capital
         assistance of Rs.5705 lacs, SIDBI for its bill discounting assistance
         of Rs.288 lacs, SBI caps for its aggregate Debenture assistance of
         Rs.200 lacs and the Government of Karnataka for its Development Loan
         outstanding aggregating Rs.20.97 lacs as on March 31, 1995.

3.2      AUDITORS' CERTIFICATE

         The Borrower shall produce a certificate from its Auditors stating that
         the said shares undertaken to be charged to the Lender, as security for
         the Loan, are the absolute property of the Borrower and are free from
         any charge, lien, or claim thereon of whatsoever nature.

3.3      CREATION OF ADDITIONAL SECURITY

         If, at any time during the subsistence of this Agreement, the security
         provided by the Borrower has been lost or in the opinion of the Lender,
         has become inadequate to cover the Loan to the satisfaction of the
         Lender, the Borrower shall provide and furnish to the Lender to their
         satisfaction such security/ additional security as may be required and
         acceptable to the Lender.


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                                      : 9 :

                                   ARTICLE IV
                             BORROWER'S WARRANTIES


4.       Except to the extent already disclosed in writing by the Borrower to
         the Lender, the Borrower shall be deemed to have assured, confirmed and
         undertaken as follows:

      a) LOAN APPLICATION

         The Loan Application is true and accurate in all material respects, is
         not misleading and does not omit any material fact, the omission of
         which would make any fact or statement therein misleading and the Loan
         Application shall be deemed to form part of the warranties herein
         contained.

      b) CONSENTS AND LICENSES

         The Borrower undertakes to satisfy the Lender that all consents,
         licenses, approvals, etc. as are necessary in connection with the
         Borrowers business and the execution, validity and enforceability of
         this Agreement have been duly obtained and undertakes to keep them
         effective in full force and effect during the subsistence of this
         Agreement.

      c) DUE PAYMENT OF PUBLIC AND OTHER DEMANDS

         The Borrower is not in arrears of any public demand such as income-tax,
         corporation tax and all other taxes and revenues or any other statutory
         dues payable to the Central or State Governments or any local or other
         authority.

      d) CONFLICT WITH MEMORANDUM AND ARTICLES OF ASSOCIATION

         Nothing in this Agreement conflicts with the Memorandum and Articles of
         Association of the Borrower.


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                                     : 10 :

                                    ARTICLE V
                CONDITIONS PRECEDENT TO DISBURSEMENT OF THE LOAN


5.       The obligations of the Lender to make the disbursement under this
         Agreement shall be subject to the Borrower performing all its
         obligations and undertakings under this Agreement besides compliance by
         the Borrower with the Disbursement Procedure stipulated by the Lender,
         such as submission of necessary information, documents etc. to the
         satisfaction of the Lender. Before seeking disbursement, the Borrower
         shall also comply with the following conditions:

      a) CONSENT OF SECURED CREDITORS

         Furnish to the Lender the consents from its secured creditors that they
         have no objection to the Borrower creating in favour of the Lender a
         second charge on the assets referred to in Article III hereof.

      b) SECURITY IN FAVOUR OF THE LENDER

         The Borrower shall have created security in favour of the Lender as
         stipulated in Article III hereof.

      c) NON EXISTENCE OF EVENT OF DEFAULT

         The Borrower shall satisfy the Lender that no Event of Default and no
         event which, with the lapse of time or notice and lapse of time would
         become an Event of Default, has happened and been continuing.

      d) STIPULATE ANY OTHER SPECIAL CONDITION

         i)   The Borrower shall out of the envisaged cash and cash accruals of
              Rs.8476 lacs during the period April 1, 1995 to March 31, 1996
              utilise a sum of Rs.6202 lacs for meeting a part of the cost of
              the project and/or other requirements of funds. The Borrower shall
              furnish an undertaking in the form required by the Lender, whereby
              the Borrower shall take the responsibility for making arrangement
              satisfactory to the Lender for meeting the shortfall, if any, in
              the cash accruals envisaged during the above period. The funds
              brought in to meet the shortfall in cash accruals shall be in such
              form and manner and at such time as may be required by the Lender.

         ii)  The Lender shall retain the right to appoint one nominee on the
              Board of Directors of the Borrower during the currency of its
              assistances.


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                                     : 11 :

                                   ARTICLE VI
           CONDITIONS APPLICABLE DURING THE CURRENCY OF THIS AGREEMENT


6.1      PARTICULAR AFFIRMATIVE COVENANTS

         The Borrower shall

         a)   UTILISATION OF LOAN

              Use the proceeds of the Loan for the purpose of the Loan. If, for
              any reason the Borrower finds itself unable to comply with this
              condition, it shall immediately inform the Lender in writing of
              the same and the reasons therefor and shall, unless otherwise
              agreed to by the Lender, repay forthwith the outstanding balance
              of the Loan together with interest and all other monies payable in
              respect thereof.

         b)   CONDUCT OF BUSINESS

              Carry out its operations with due diligence and efficiency and in
              accordance with sound technical, financial and managerial
              standards and business practices.

         c)   ADVERSE CHANGES IN PROFITS AND PRODUCTION

              Promptly inform the Lender of the happening of any labour strikes,
              lockouts, shut downs, fires or other similar happenings likely to
              have an adverse effect on the Borrower's profits or business and
              of any material changes in the rate of production or sales of the
              Borrower with an explanation of the reasons therefor.

         d)   INSURANCE

         i)   Keep insured upto the replacement value thereof as approved by the
              Lender (including surveyor's and architect's fees) the properties
              charged/to be charged to the Lender and such of its other
              properties as are of an insurable nature against fire, theft,
              lightning, explosion, earthquake, riot, strike, civil commotion,
              storm, tempest, flood, marine risks, erection risks, war risks,
              and such other risks as may be specified by the Lender.

        ii)   Duly pay all premia and other sums payable for that purpose. The
              insurance in respect of the properties charged/to be charged to
              the Lender shall be taken in the joint names of the Borrower and
              the Lender and any other person or institution having an insurable
              interest in the properties of the Borrower and acceptable to the
              Lender. The Borrower shall keep deposited with the Lender the
              insurance policies and renewals thereof.


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                                     : 12 :


        iii)  Agree that, in the event of failure on the part of the Borrower to
              insure the properties or to pay the insurance premia or other sums
              referred to above, the Lender may get the properties insured or
              pay the insurance premia and other sums referred to above, as the
              case may be.

         e)   CORPORATE EXISTENCE

              Maintain its corporate existence and right to carry on its
              operations and promptly inform the Lender of any resolution
              passed/intended to be passed by the Borrower for its voluntary
              winding up or if it has notice of any application for winding up
              having been made or of any statutory notice of winding up under
              the provisions of the Companies Act, 1956 or any other notice
              under any other Act or otherwise of any suit or other legal
              process filed/initiated or intended to be filed/initiated against
              the Borrower or if a Receiver is appointed or any of its
              properties or business or undertaking.

         f)   CHANGES IN BOARD AND MANAGEMENT SET UP

              Keep the Lender promptly informed of any change that may occur or
              is likely to occur in the composition of its Board of Directors
              and its management set-up.

         g)   NEW PROJECT

              Keep the Lender informed of the progress of the Project,
              modernisation, diversification or substantial expansion of any
              Project that it might undertake during the period of the Loan.

6.2      NEGATIVE COVENANTS

         Unless the Lender otherwise agrees, the Borrower shall not:

         a)   DIVIDENDS

              Declare or pay any dividend to any of its Shareholders during any
              financial year, unless it has paid all the dues of the Lender upto
              the date on which the dividend is proposed to be declared or paid
              or has made satisfactory provision therefor.

         b)   CHARGES

              Create or permit any charge or lien on or transfer or alienate, in
              any manner, the assets referred to in Article III hereof.


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         c)   LOANS AND DEBENTURES

              Issue any debentures, raise any loans, or create any charge on its
              assets or give any guarantees. This provision shall not apply to
              normal trade guarantees or temporary loans and advances granted to
              staff or contractors or suppliers in the ordinary course of
              business or to raising of unsecured loans, overdrafts, cash credit
              or other facilities from banks in the ordinary course of business.

         d)   MERGER, CONSOLIDATION, ETC.

              Undertake or permit any merger, consolidation reorganisation,
              scheme of arrangement or compromise with its creditors or
              shareholders or effect any scheme of amalgamation or
              reconstruction.


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                                     : 14 :


                                   ARTICLE VII
                                    REPORTS

7.       The Borrower shall furnish to the Lender, such reports as may be
         required by the Lender.


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                                     : 15 :


                                  ARTICLE VIII
                                   INSPECTION

8.    a) PROJECT EXPENDITURE RECORDS

         The operations and financial conditions of the Borrower and such
         records shall be open to examination by the Lender and their authorised
         representatives.

      b) TECHNICAL, FINANCIAL AND LEGAL INSPECTIONS

         The Borrower shall -

         i)   Permit the Lender and its authorised representatives to carry out
              technical, financial and legal inspections of, the Borrower's
              properties and to visit any facilities and construction sites of
              the Borrower and to examine any plants, installations, sites,
              works, buildings, properties, equipment, records and documents
              relevant to the performance of the obligations of the Borrower
              under this Agreement. Any such representative of the Lender shall
              have free access at all reasonable times to the Borrower's
              properties and shall receive full cooperation and assistance from
              the employees of the Borrower.

         ii)  Permit any whole-time officer of the Lender or a qualified
              practising Auditor to examine the Borrower's books and papers and
              will give all facilities to enable any technically qualified
              person chosen by the Lender to report on the business of the
              Borrower at any time.

              Provided that, if the technically qualified person is not a
              whole-time employee of the Lender such technically qualified
              person shall be reasonably acceptable to the Borrower having
              regard to his other activities, if any.

         iii) The cost of inspection, including travelling and all other
              expenses, shall be payable by the Borrower to the Lender in this
              behalf.


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                                     : 16 :


                                   ARTICLE IX
                         EVENTS OF DEFAULT AND REMEDIES


9.1      If one or more of the events specified in this Section, happen(s), the
         Lender may, by a notice in writing to the Borrower, declare the
         principal of and all accrued interest on the Loan to be due and payable
         forthwith and the security created in terms of Article III of this
         Agreement shall become enforceable.

    EVENTS OF DEFAULT

    a)   DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE LOAN

         Default has occurred in the payment of principal sums of the Loan on
         the due dates.

    b)   DEFAULT IN PAYMENT OF INTEREST

         Default has been committed by the Borrower in payment of any interest
         on the Loan and such default has continued for a period of thirty days.

    c)   DEFAULT IN PERFORMANCE OF COVENANTS AND CONDITIONS

         Default has occurred in the performance of any other covenant,
         condition or agreement on the part of the Borrower under this Agreement
         and any other agreement and such default has continued for a period of
         thirty days after notice in writing thereof has been given to the
         Borrower by the Lender.

    d)   SUPPLY OF MISLEADING INFORMATION

         Any information given by the Borrower in its Loan application, in the
         reports and other information furnished by the Borrower in accordance
         with the Reporting System and the warranties given/deemed to have been
         given by the Borrower to the Lender is misleading or incorrect in any
         material respect.

    e)   INABILITY TO PAY DEBTS

         If there is reasonable apprehension that the Borrower is unable to pay
         its debts or proceedings for taking it into liquidation, either
         voluntarily or compulsorily, may be or have been commenced.

    f)   INADEQUATE INSURANCE

         If the properties and assets offered to the Lender as security for the
         Loan have not been kept insured by the Borrower or depreciate in value
         to such an extent that, in the opinion of the Lender further security
         to the satisfaction of the Lender should be given and on advising the
         Borrower to that effect such security has not been given to the Lender.


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    g)   SALE, DISPOSAL AND REMOVAL OF ASSETS

         If, without the prior approval of the Lender, any properties charged to
         the Lender are sold, disposed of, charged, encumbered or alienated or
         removed, pulled down or demolished.

    h)   REFUSAL TO DISBURSE LOANS BY OTHER FINANCIAL INSTITUTIONS

         If the other financial institution(s) or bank(s) with whom the Borrower
         has entered into agreements for financial assistance have refused to
         disburse its/their loan(s) or any part thereof or have recalled
         its/their loan(s) under their respective loan agreement(s) with the
         Borrower.

    i)   PROCEEDINGS AGAINST BORROWER

         The Borrower has voluntarily or involuntarily become the subject of
         proceedings under any bankruptcy or insolvency law or the Borrower is
         voluntarily or involuntarily dissolved.

    j)   INABILITY TO PAY DEBTS ON MATURITY

         The Borrower is unable or has admitted in writing its inability to pay
         its debts as they mature.

    k)   LIQUIDATION OR DISSOLUTION OF THE BORROWER

         The Borrower has taken or suffered to be taken any action for its
         reorganisation, liquidation or dissolution.

    l)   APPOINTMENT OF RECEIVER OR LIQUIDATOR

         A receiver or liquidator has been appointed or allowed to be appointed
         of all or any part of the undertaking of the Borrower.

    m)   ATTACHMENT OR DISTRAINT ON PROPERTIES

         If an attachment or distraint has been levied on the Borrower's
         properties or any part thereof or certificate proceedings have been
         taken or commenced for recovery of any dues from the Borrower.

    n)   EXTRA-ORDINARY CIRCUMSTANCES

         If extraordinary circumstances have occurred which make it improbable
         for the Project to be carried out and for the Borrower to fulfil its
         obligations under this Agreement.


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9.2      NOTICE TO THE LENDER ON THE HAPPENING OF AN EVENT OF DEFAULT

         If any Event of Default or any event which, after the notice, or lapse
         of time, or both, would constitute an Event of Default has happened,
         the Borrower shall, forthwith give notice thereof to the Lender in
         writing specifying the nature of such Event of Default, or of such
         event.

9.3      EXPENSES OF PRESERVATION OF ASSETS OF BORROWER AND OF COLLECTION

         All expenses incurred by the Lender after an Event of Default has
         occurred in connection with -

         i)   preservation of the Borrower's assets (whether then or thereafter
              existing); and

        ii)   collection of amounts due under this Agreement shall be payable by
              the Borrower.


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                                     : 19 :


                                    ARTICLE X
                    CANCELLATION, SUSPENSION AND TERMINATION


10.1     CANCELLATION BY NOTICE TO THE LENDER

         The Borrower may, by notice in writing to the Lender, cancel all or any
         part of the Loan which the Borrower has not withdrawn prior to the
         giving of such notice.

10.2     SUSPENSION

         Further access by the Borrower to the use of the Loan may be suspended
         or terminated by the Lender on the happening of any Event of Default.

         The right of the Borrower to make withdrawals from the Loan shall
         continue to be suspended until the event which gave rise to such
         suspension shall have ceased to exist to the satisfaction of the Lender
         or until the Lender shall have notified the Borrower that the right to
         make withdrawals has been restored, whichever is earlier.

10.3     TERMINATION

         If any of the Events of Default shall occur and shall continue or if
         the Borrower shall not have withdrawn the Loan by the date referred to
         in Section 2.8 hereof or such later date as may be agreed to by the
         Lender or if the right of the Borrower to make withdrawals from the
         Loan shall have been suspended with respect to any amount of the Loan
         for a continuous period of thirty days, then, the Lender may, by notice
         in writing to the Borrower, terminate the right of the Borrower to make
         withdrawals. Upon such notice the undrawn amount of the Loan shall
         stand cancelled.

10.4     BENEFIT OR PROTECTION

         Notwithstanding any cancellation, suspension or termination, all the
         provisions of this Agreement for the benefit or protection of the
         Lender shall continue to be in full force and effect as herein
         specifically provided.


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                                     : 20 :


                                   ARTICLE XI
                                     WAIVER


11.      WAIVER NOT TO IMPAIR THE RIGHTS OF THE LENDER

         No delay in exercising or omission to exercise any right, power or
         remedy accruing to the Lender upon any default under this Agreement or
         security document shall impair any such right, power or remedy or shall
         be construed to be waiver thereof or any acquiescence in such default,
         nor shall the action or inaction of the Lender in respect of any
         default or any acquiescence affect or impair any right, power or remedy
         of the Lender in respect of any other default.


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                                     : 21 :


                                   ARTICLE XII
                                  MISCELLANEOUS


12.1     SERVICE OF NOTICE

         Any notice or request required or permitted to be given or made under
         this Agreement to the Lender or to the Borrower shall be in writing.
         Such notice or request shall be deemed to have been duly given or made
         when it shall be delivered by hand, mail or telegram to the party to
         which it is required or permitted to be given or made at such party's
         recognised address or at such other address as may be designated by
         such party.

12.2     EVIDENCE OF DEBT

    a)   The Lender shall maintain, in accordance with their usual practice,
         accounts evidencing the amounts from time to time lent by and owing to
         them under this Agreement.

    b)   In any legal action or proceedings arising out of or in connection with
         this Agreement, the entries made in the accounts maintained purusuant
         to sub-clause (a) above shall be prima-facie evidence of the existence
         and amount of obligations of the Borrower as therein recorded.


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                                     : 22 :


                                   SCHEDULE I
                              PURPOSE OF THE LOAN


         The Borrower has requested the Lender and the Lender has agreed to
provide to the Borrower the financial assistance by way of Corporate Loan of
Rs.800 lacs (Rupees eight hundred lacs only) to meet the Borrower's overall long
term requirement of funds.


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                                     : 23 :


                                   SCHEDULE II
                              AMORTIZATION SCHEDULE


                                                  (Rs. in lacs)

                                                   Principal amount
     Sr.   Date of            Payment of           outstanding after
     No.   Payment Due        Principal            each payment
     ---   -----------        ----------           -----------------
                                                        800.00

     01    15/01/1997            66.67                  733.33
     02    15/04/1997            66.67                  666.66
     03    15/07/1997            66.67                  599.99
     04    15/10/1997            66.67                  533.32
     05    15/01/1998            66.67                  466.65
     06    15/04/1998            66.67                  399.98
     07    15/07/1998            66.67                  333.31
     08    15/10/1998            66.67                  266.64
     09    15/01/1999            66.67                  199.97
     10    15/04/1999            66.67                  133.30
     11    15/07/1999            66.67                   66.63
     12    15/10/1999            66.63                    ---


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         IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lender has caused the same and the said duplicate to
be executed by the hand of Shri V.M. Ketkar, Sr. V.P. of the Lender.

THE COMMON SEAL of the Wipro Ltd. has pursuant to the Resolution of its Board of
Directors passed in that behalf on the 23rd day of November 1995 hereunto been
affixed in the presence of Shri J. Shankar, Corporate Treasurer who has signed
these presents in token thereof and Shri Satish Menon, Company Secretary and
Corporate Counsel who has coutersigned the same in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
Sr. V.P. an authorised official of the Lender.


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/s/ SHRI V.M. KETKAR
- ------------------------------------
Shri V.M. Ketkar, Sr. V.P.


/s/ SHRI J. SHANKAR
- ------------------------------------
Shri J. Shankar, Corporate Treasurer


/s/ SHRI SATISH MENON
- ------------------------------------
Shri Satish Menon, Company Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>LOAN AGREEMENT DATED MARCH 21, 1996
<TEXT>

<PAGE>
                                                                    Exhibit 10.8

                                 WIPRO LIMITED

Note setting out amendment to the Loan Agreement (Foreign Currency) dated March
21, 1996 as amended by the Amendatory Agreement dated June 27, 1996 for Rupee
Loan of Rs. 7,82,83,152 for Global Research & Development Laboratory entered
into between Wipro Limited as the Borrower and ICICI as the Lender.

I.       In page 3 of the Amendatory Agreement dated June 27, 1996, in Clause 1,
         under the heading DEFINITIONS, the following shall be added as Section
         1(h):

         "Short Term Prime Rate" means the percentage rate per annum decided by
         the Lender from time to time as applicable to funding of rupee amounts
         for a period of one (1) year (excluding interest tax or other statutory
         levy) as notified by the Lender from time to time.

II.      In page 6 of the Amendatory Agreement dated June 27, 1996, Clause 4
         under the heading INTEREST shall be substituted by the following:

a)       The Borrower shall pay to the lender interest on the principal amount
         of Rs.7,82,83,152 disbursed on March 27, 1996 out of the Loan and
         outstanding from time to time quarterly in each year, on January 15,
         April 15, July 15 and October 15, at 20% per annum plus applicable
         interest tax, till January 14, 1998.

b)       The Borrower shall pay to the Lender interest on the principal amount
         of Rs. 5,03,00,000 out of the Loan outstanding as on January 15, 1998
         and outstanding from time to time, quarterly in each year, on January
         15, April 15, July 15 and October 15, at 1.75% over the Short Term
         Prime Rate prevailing on January 15, 1998 plus applicable interest tax
         or other statutory levy, if any, with effect from January 15, 1998.

         Provided that the aforesaid interest rate in respect of the amount of
         Rs.5,03,00,000 out of the Loan outstanding as on January 15, 1998 will
         be reset annually, commencing from January 15, 1999 (the "Reset
         Date(s)") based on the then prevailing Short Term Prime Rate and the
         Borrower shall pay interest at such reset rate as may be notified by
         the Lender to the Borrower.
<PAGE>

                                        2

III.     In SCHEDULE II, the AMORTIZATION SCHEDULE shall be substituted by the
         following

                                                              (Amount in Rs.)
         DATE OF PAYMENT            PAYMENT OF              PRINCIPAL AMOUNT
                                    PRINCIPAL               OUTSTANDING AFTER
                                                            EACH PAYMENT
                                                                78,283,152
         January 15, 1997            5,592,000                  72,691,152
         April 15, 1997              5,592,000                  67,099,152
         July 15, 1997               5,592,000                  61,507,152
         October 15, 1997            5,592,000                  55,915,152
         January 15, 1998            5,615,152                 5,03,00,000
         January 15, 1999           15,000,000                  35,300,000
         January 15, 2000           15,000,000                  20,300,000
         January 15, 2001           20,300,000                          --

         All other terms and conditions of the Loan Agreement (Foreign Currency)
         dated March 21, 1996 and the Amendatory Agreement dated June 27, 1996
         entered into between the Borrower and the Lender shall remain
         unchanged.

                  IN WITNESS WHEREOF the Borrower has caused its common seal to
be affixed hereto and to a duplicate hereof on the day, month and year written
below and the Lender has caused the same and the said duplicate to be executed
by the hand of Shri. V.M. Ketkar, an authorized official of the Lender.

The COMMON SEAL OF WIPRO LIMITED has pursuant to the Resolution of its Board of
Directors passed in that behalf on the 4th day of March, 1995 hereunto been
affixed in the presence of Shri Satish Menon, [ILLEGIBLE] and Shri J. Shankar
who have signed these presents in token thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Ketkar,
an authorized official of the LENDER.

Dated at Bangalore, this 15th day of December, 1999.


                                                            SIGNATURES ILLEGIBLE
<PAGE>

                                        3

            THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a
Company incorporated under the Indian Companies Act, 1913 (VII of 1913) and
having its Registered Office at 163, BackBay Reclamation, Bombay - 400 020 and a
Branch Office at Raheja Towers, 26-27 M. G. Road, Bangalore 560 001 (hereinafter
referred to as "the Lender", which expression shall, unless it be repugnant to
the subject or context thereof, include its successors and assigns).

W H E R E A S

1.       By signing Agreement (Foreign Currency) dated the 21st day of March,
         1996 made between the Borrower and the Lender, as amended from time to
         time, (hereinafter referred to as "the Principal Agreement") the Lender
         have agreed to lend and advance to the Borrower and the Borrower has
         agreed to borrow from the Lender a sum of US $2,229,654.

2(a)     Pursuant to the Principal Agreement, the Lender have lent and advanced
         to the Borrower and the Borrower has borrowed from the Lender a sum of
         US $ 2,229,654 out of the Foreign Currency Loan of US $ 2,229,654.

2(b)     At the request of the Borrower, the Lender have now agreed to lend and
         advance to the Borrower and the Borrower has agreed to borrow from the
         Lender, a sum of US $ 2,229,654 by way of a Rupee Loan not exceeding
         Rs.782,82,152. To give effect to the reduction in the Foreign Currency
         Loan and to provide for the Rupee Loan and terms thereof, the Lender
         and the Borrower have agreed to sign an Amendatory Agreement, being
         these presents.
<PAGE>

                                        4

                                [GRAPHIC OMITTED]

                                      INDIA
                                  TWENTY RUPEES

                              AMENDATORY AGREEMENT


         THIS AMENDATORY AGREEMENT made this 27th day of June, One Thousand Nine
Hundred Ninety Six between Wipro Limited a Company within the meaning of the
Companies Act, 1956 of 1956, and having its Registered Offices at Bahktawar,
14, Nariman Point, Bombay 400 021 (hereinafter referred to as [ILLEGIBLE]
<PAGE>

                                        5

5.       In Article IV, the following Sub-Section be added at the end of the
         existing Section 4.1 "Terms of Disbursement" :-

         "The amount of the Loan shall be credited by the Lenders to the special
         bank account of the Borrower specified in Section 2.3 of the Loan
         Agreement".

6.       In Article VI - "Predisbursement Conditions", the following section be
         added as sub-section 6(j):

         "(j) The Borrwer shall utilise the Loan only for Project related import
         of capital goods/rupee expenditure and the Borrower shall, within 15
         days of the date(s) of disbursement, furnish a certificate from an
         Auditor to the Lenders to the affect that the amounts disbursed are
         utilised for the aforesaid purpose."
<PAGE>

                                        6

2)       In Article IV, Section 4.11 be substituted as follows:

         "Without prejudice to any of the obligations of the Borrower in terms
         of the Loan Agreement, in the event of default by the Borrower in
         making payment in discharge of any of its obligations under the Loan
         Agreement on the due dates then, notwithstanding anything to the
         contrary contained in the Loan Agreement, the liability of the Borrower
         thereafter in respect of such amounts shall be in rupees, which shall
         be determined and notified by the Lenders to the Borrower in accordance
         with the provisions of sub-section 4.10(a) hereinabove (hereinafter
         referred to as "the rupee tied defaulted amounts").

         Notwithstanding anything to the contrary contained in the Loan
         Agreement, the rupee tied defaulted amounts will carry interest/further
         interest at the maximum lending rate of the Lenders on Rupee Loan(s) as
         prevailing from time to time or at the applicable rate under the Loan
         Agreement, whichever is higher. Such interest will be computed from the
         respective due dates and shall become payable upon the footing of
         compound interest with quarterly/half-yearly/yearly rests as provided
         in the Loan Agreement. The maximum lending rate of the Lenders on Rupee
         Loan shall until creation of final security for the Loan(s) be
         increased by 1.05% per annum".

3)       In Article VII, Section 7.4 - sub-section (v) be substituted as
         follows :-

         " (v) The Nominee Director(s) shall be entitled to receive all notices,
         agenda, minutes, of Board Meetings, etc. and to attend all General
         Meetings and Board Meetings and meetings of any Committees of the Board
         of which he is a member."

4)       In Article VII, Section 7.3B (vii) be substituted as follows:

         IMPOSTS, COSTS AND CHARGES

         i)   The Borrower shall, during the currency of the Loans under all
              such imposts, duties and taxes (including interest and other
              taxes, if any) as may be levied from time to time by the
              Government or other authority with the sanction of law pertaining
              to or in respect of the Loans;

         ii)  The Borrower shall pay all other costs, charges and expenses
              (including cost of investigation of title to the Borrower's
              properties and protection of the Lenders' interests) in any way
              incurred by the Lenders and such additional stamp duty, other
              duties, taxes, charges and other penalties if and when the
              Borrower is required to pay according to the laws for the time
              being in force in the State in which its properties are situated
              or otherwise;

         iii) In the event of the Borrower failing to pay the monies referred to
              in sub-clause (i) and (ii), the Lenders will be at liberty (but
              shall not be obligated to pay the same. The Borrower shall
              reimburse all [ILLEGIBLE] by the Lenders in accordance with the
              provisions contained herein."
<PAGE>

                                        7

                                   ARTICLE - I

                                   DEFINITIONS

1.1      The following terms shall bear the following meanings:

(a)      "DUE DATE" means, in respect of

         i)   an instalment of principal - the date on which the instalment
              falls due as stipulated in Schedule V hereto.

         ii)  interest - the date on which interest falls due as stipulated in
              Schedule IV hereto.

(b)      "Financing Plan" means the financing plan as described in Schedule
         hereto.

(c)      "General Conditions" means the GENERAL CONDITIONS APPLICABLE TO FOREIGN
         CURRENCY LOANS PROVIDED BY FINANCIAL INSTITUTIONS.

(d)      "Loan" or "Loans" or "Loan(s)" - means the amount specified in Section
         2.1 of Article II hereof agreed to be provided by the Lenders for
         Project related rupee expenditure or (as the context requires) so much
         thereof as may be outstanding from time to time.

(e)      "Project" - means the project to be financed as described in Schedule I
         hereto.

1.2      GENERAL CONDITIONS

              The Loan(s) hereby agreed to be granted by the Lenders shall be
subject to the Borrower complying with the terms and conditions set out herein
and also in the General Conditions, a copy of which is annexed hereto. The
General Conditions shall be deemed to form part of this Agreement and shall be
read as if they are specifically incorporated herein.

              Provided, however, that the General Conditions shall in their
application to this Agreement stand modified as follows:-

1)       The words "Commitment Charge" wherever they appear shall be substituted
         by "Front End Fees".
<PAGE>

                                        8

                                [GRAPHIC OMITTED]

                                      INDIA
                                  TWENTY RUPEES


                                 LOAN AGREEMENT

         THIS AGREEMENT made this 21st day of March, One Thousand Nine Hundred
and Ninety Six at Bangalore between Wipro Ltd., a company within the meaning of
the Companies Act, 1956 (1 of 1956) and having its Registered Office at
Bakhtawar, 229, Nariman Point, Bombay 400 021 (hereinafter referred to as "the
Borrower" which expression shall, unless it be repugnant to the subject or
context thereof, include its successor's and assigns);

                                       AND

THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a public
company incorporated under the Indian Companies Act, 1913 (7 of 1913) and having
its registered office at 163, Backbay Reclamation, Bombay 400 020 and a Zonal
Office at "Raheja Towers", East Wing, 11 Floor, 26-27, M.G. Road, Bangalore 560
001 (hereinafter referred to as "the Lenders" which expression shall, unless it
be repugnant to the subject or context thereof, [ILLEGIBLE].
<PAGE>

                                        9

                                 LOAN AGREEMENT

                               (Foreign Currency)


                                    BETWEEN


                                   WIPRO LTD.

                                  AS BORROWER


                                      AND


       THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED

                                   AS LENDERS
<PAGE>

                                       10

         IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate and the Lender has caused the same and the
said duplicate to be executed in duplicate on the day, month and year first
above written as hereinafter appearing.

THE COMMON SEAL OF WIPRO LTD. has pursuant to the Resolution of its Board of
Directors passed in that behalf on the 4th day of March 1996 hereunto been
affixed in the presence of Shri J. Shanker, Corporate Treasurer and Shri Kapil
K. Jain, Corporate Finance Manager, who have signed these presents in token
thereof.

SIGNED AND DELIVERED BY the withinnamed Lender by the hand of Shri V.M. Kelkar,
Senior Vice President, an authorised official of the Lender.

                                                  [SIGNATURES ILLEGIBLE]
<PAGE>

                                       11

                                   SCHEDULE II

                              AMORTIZATION SCHEDULE
                                                                    (in Rupees)

Date Payment Due           Payment of                Principal Amount
                           Principal                 Outstanding after
                                                     each payment

                                                       7,82,82,152

15/01/1997                 55,92,000                   7,20,91,152
15/04/1997                 55,92,000                   6,70,99,152
15/07/1997                 55,92,000                   6,15,07,152
15/10/1997                 55,92,000                   5,59,15,152
15/01/1998                 55,92,000                   5,03,23,152
15/04/1998                 55,92,000                   4,47,31,152
15/07/1998                 55,92,000                   3,91,39,152
15/10/1998                 55,92,000                   3,39,47,152
15/01/1999                 55,92,000                   2,79,55,152
15/04/1999                 55,92,000                   2,23,03,152
15/07/1999                 55,92,000                   1,67,71,152
15/10/1999                 55,92,000                   1,11,79,152
15/01/2000                 55,92,000                     55,87,152
15/04/2000                 55,87,152
<PAGE>

                                       12

                                   SCHEDULE I

                             PARTICULARS OF THE LOAN

The Borrower has requested the Lender and the Lender have agreed to reduce the
Foreign Currency Loan of US$2,229,654 lent and advance vide the Principal
Agreement, by US$2,229,654 and lend and advance a rupee loan of Rs.782,83,152.
<PAGE>

                                       13

7.1      SECURITY FOR THE LOAN

(A)      The Rupee Loan together with all interest, liquidated damages, premia
         on prepayment costs, expenses and other monies whatsoever stipulated in
         this Agreement shall be secured by an exclusive charge, by way of
         hypothecation in favour of the Lender of all the Borrower's moveable
         properties as more particularly described in Schedule IA of the
         Principal Agreement, together with their spares tools and accessories
         and also such other additional equipment, plant and machinery and
         accessories thereof, present and future, acquired / to be acquired by
         the Borrower out of the Rupee Loan and approved by the Lender, so as to
         create security adequate enough to maintain a security margin of at
         least 25% i.e. as asset coverage of at least 1.33 times on the assets
         charged to the lender as security for the Rupee Loan throughout the
         currency of the Rupee Loan.

7.2      CREATION OF ADDITIONAL SECURITY

         If, at any time during the subsistence of this Agreement, the Lender is
         of the opinion that the security provided by the Borrower has become
         inadequate to cover the balance of the Loan then outstanding, then, on
         the Lender advising the Borrower to that effect, the Borrower shall
         provide and furnish to the Lender, to the satisfaction of the Lender
         such additional security as may be acceptable to the Lender to cover
         such deficiency.

8.       SPECIAL CONDITIONS

         The Rupee Loan hereby granted shall also be subject to the Borrower
         complying with the special conditions set out in Schedule VI of the
         Principal Agreement.

9.       EFFECTIVE DATE OF AGREEMENT

         This Agreement shall become binding on the Borrower and the Lender on
         and from the date first above written. It shall be in force till
         all the monies due and payable under this Agreement are fully paid off.

10.      PRINCIPAL AGREEMENT IN FULL FORCE

         The Borrower agrees and confirms that save for modifications mentioned
         herein. The principal Agreement shall remain in full force and effect
         as shall be read in conjunction with these presents and be enforced as
         if the provisions of these presents were incorporated therein by way of
         addition.

11.      LIABILITIES FOR THE LOAN UNDER PRINCIPAL AGREEMENT

         The Borrower and the Lender confirm that consequent to the amount of
         Rs.782,83,152 being provided as Rupee Loan, the Foreign Currency amount
         lent and advanced under the Principal Agreement shall stand reduced by
         US$2,229,654.
<PAGE>

                                       14

5.       REPAYMENT:

         The Borrower undertakes to repay the principal amounts of the Rupee
         Loan in accordance with the Amortization Schedule set forth in Schedule
         II hereto.

6.       CONVERSION RIGHT IN CASE OF DEFAULT

         If the Borrower commits a default in payment or repayment of two
         consecutive instalments of principal amounts of the Loan or interest
         thereon of any combination thereof, then the Lender shall have the
         right to convert (which right is hereinafter referred to as "the
         conversion right") at its option the whole of the outstanding amount of
         the Rupee Loan, into fully paid up equity shares of the Borrower, at
         par, in the manner specified in a notice in writing to be given by the
         Lender to the Borrower (which notice is hereinafter referred to as the
         "notice of conversion") prior to the date on which the conversion is to
         take effect, which date shall be specified in the said notice (which
         date is hereinafter referred to as the "date of conversion").

         It shall not be construed as a default, if the Borrower approaches the
         Lender well in advance for postponement of principal or interest, as
         the case may be, and the Lender agrees to the same.

         (i)  On receipt of notice of conversion, the Borrower shall allot and
              issue the requisite number of fully paid-up equity shares to the
              Lender as from the date of conversion and the Lender shall accept
              the same in satisfaction of the principal amount of the loan to
              the extent so converted. The part of the loan so converted shall
              cease to carry interest as from the date of conversion and the
              loan shall stand correspondingly reduced. Upon such conversion,
              the instalments of the loan payable after the date of conversion
              as per Schedule II hereto shall stand reduced proportionately by
              the amounts of the Loan so converted. The equity shares so
              allotted and issued to the Lender shall carry, from the date of
              conversion, the right to receive proportionately the dividends and
              other distributions declared or to be delcared in respect of the
              equity capital of the Borrower. Save as aforesaid, the said shares
              shall rank pari passu with the existing equity shares of the
              Borrower in all respects. The Borrower shall, at all times,
              maintain sufficient unissued equity shares for the above purpose.

         (ii) The conversion right reserved as aforesaid may be exercised by
              the Lender on one or more occasions during the currency of the
              Rupee Loan on the happening of the event specified above.

         (iii)The Borrower assures and undertakes that in the event of the
              Lender exercising the right of conversion as aforesaid, the
              Borrower shall get the equity shares which will be issued to the
              Lender as a result of the conversion, listed with those Stock
              Exchange(s) where the Borrower's shares are listed.
<PAGE>

                                       15

         g)   Section 4.2 "ADJUSTMENT OF OVERDUES" of Article IV be
              substituted by the following:

              "Section 4.2 - ADJUSTMENT OF OVERDUES

              The Lender may deduct from sums to be lent to the Borrower any
              monies then remaining due and payable by the Borrower to the
              Lender".

         h)   In Section 4.11 "LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS", "2%"
              shall be substituted by "2.1%".

3.       AMOUNT AND TERMS OF LOAN:

         The Borrower agrees to borrow from the Lender and the Lender agrees to
         lend to the Borrower, on the terms and conditions contained herein as
         also in the General Conditions, sum to the maximum extend of
         Rs.782,83,152/- as set out in Schedule I hereto.

4.       INTEREST:

         (i)  The Borrower shall pay to the Lender interest on the principal
              amount of the Rupee Loan outstanding from time to time, quarterly
              in each year, on January 15, April 15, July 15 and October 15. The
              rate of interest for each disbursement shall be 3% over the ICICI
              Advance Rate (exclusive of interest tax) as prevailing on the date
              of each disbursement out of the Loan.

         (ii) The Lender may, in its sole discretion charge interest on the Loan
              at the weighted average rates. For the purpose of this clause
              "weighted average rates" means the weighted mean of the rates of
              interest applicable to the Loan.

              Provided that the aforesaid interest rate will be reset on the
              expiry of three years from the date of first disbursement out of
              the Loan and the Borrower shall pay interest at such reset rate as
              may be notified by the Lender to the Borrower.

              Provided further that in the event of an increase in the rate of
              interest arising out of such reset, the Borrower shall have the
              option of prepay to the Lender on such reset date the entire
              outstanding of the Loan together with all outstanding interest and
              other charges and monies payable thereon.

         (iii)Disbursements made pending creation of final security as
              stipulated in the Agreement hereof shall carry further interest at
              the rate of 1.05% per annum till creation of such security.

         (iv) The Borrower shall also pay to the Lender, interest on all other
              monies payable to the Lender under this Agreement, at the maximum
              lending rate of the Lender on Rupee Loans as prevailing from time
              to time or at the Applicable Rate under this Agreement, whichever
              is higher. Such interest shall also be paid quarterly on the same
              dates as referred to in sub-clause (i) above.
<PAGE>

                                       16

          d)  Section - 14.2 "EVIDENCE OF DEBT" be substituted by the
              following :-

              "Section - 14.2 "EVIDENCE OF DEBT"

              a)  The words "Loan" or "Loans" wherever they approve shall be
                  read as the "Rupee Loan" or "Rupee Loans".

              b)  The words "Loan Agreement" wherever they approve shall be read
                  as "Amendatory Agreement".

              c)  The Lender shall maintain, in accordance with its usual
                  practice, accounts evidencing the amounts from time to time
                  lent by and owing to it under the Amendatory Agreement and the
                  security documents executed in favour of the Lender.

              d)  In any legal action or proceedings arising out of or in
                  connection with the Amendatory Agreement, the entries made in
                  the accounts maintained pursuant to sub-clause (c) above shall
                  be prima-facie evidence of the existence and amount of
                  obligations of the Borrower as therein recorded".

          e)  Sub-Clause (1) of Section 4.3 of Article IV "INTEREST" be
              substituted by the following :-

              "All interest on the Rupee Loans and on all other monies accruing
              due under the Amandatory Agreement shall, in case the same be not
              paid on the respective due dates, carry interest/further interest
              at the maximum lending rate of the Lender on Rupee Loan(s) as
              prevailing from time to time or at the applicable rate under the
              Amendatory Agreement, whichever, is higher. Such interest will be
              computed from the respective due dates and shall become payable
              upon the footing of compound interest with quarterly rests as
              provided in the Loan Agreement. The maximum Lending rate of the
              Lender on Rupee Loan shall until creation of final security for
              the Loan(s), be increased by 1.05% per annum.

          f)  Section 4.1 'TERMS OF DISBURSEMENT' of Article IV be substituted
              by the following :-

              "Section 4.1 - TERMS OF DISBURSEMENT

              i)  The Loans will be disbursed by the Lender in one or more
                  instalment(s) as may be decided by the Lender subject to the
                  Borrower complying with the provisions of the Amendatory
                  Agreement and the disbursement procedure stipulated by the
                  Lender and the expenditure incurred on the Project being in
                  consonance with the details mentioned in the Amendatory
                  Agreement. All disbursements shall be by
                  cheque(s)/authorisation(s) and the collection/remittance
                  charges will be borne by the Borrower. The interest on the
                  Loans will accrue as from the date of the
                  cheque(s)/authorisation(s) of the Lender.

              ii) In the event of the Lender agreeing to disburse any amount of
                  the Rupee Loan(s) pending creation of final security as
                  stipulated in the Amendatory Agreement, the same may be
                  disbursed on such terms as may be decided by the Lender.
<PAGE>

                                       17

         b)   "Section 4.16 - PLACE AND MODE OF PAYMENT BY THE BORROWER" be
              substituted by the following:

              "Section 4.16 - PLACE AND MODE OF PAYMENT AND CREDIT THEREFOR"

              All monies payable by the Borrower to the Lender shall be paid to
              the Lender at their office at Bombay/Bangalore or at such other
              place(s) as may be specified by them by telegraphic, telex or mail
              transfer to the account of such office(s) or by cheque or bank
              draft drawn in favour of the respective Lender on a scheduled bank
              at Bombay/Bangalore or such other place(s) or to such other
              account(s) as the Lender may notify to the Borrower and shall be
              so paid as to enable the respective Lender to realise, at par, the
              amount on or before the relative due date.

              Credit for all payments by local cheque/bank draft will be given
              to the Lender immediately next working day after the date of
              receipt of the instrument or the relative due date, whichever is
              later.

              Credit for all payments by outstation cheque/bank draft will be
              given only on realisation or on the relative due date, whichever,
              is later."

         c)   Sub clause (v) of section 7.4 - 'NOMINEE DIRECTOR' be substituted
              by the following :-

              (v) The Nominee Director(s) shall be entitled to receive all
                  notices, agenda, minutes of Board Meetings, etc. and to attend
                  all General Meetings and Board Meetings and meetings of any
                  Committees of the Board of which he is a member.
<PAGE>

                                       18

         NOW THESE PRESENTS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN
THE PARTIES HERETO AS FOLLOWS:-

DEFINITIONS

1.       For the purpose of this Agreement the following terms shall have the
         following meanings:-

         a)   "Due Date" means in respect of

              i)  an instalment of principal - the date on which the instalment
                  falls due as stipulated in Schedule II hereto.

              ii) interest - the date on which interest falls due as stipulated
                  in Section 4 hereto.

         b)   "Financing Plan" means the financing plan as described in the
              Principal Agreement.

         c)   "General Conditions" means the GENERAL CONDITIONS No.GC-I-86
              APPLICABLE TO RUPEE LOANS PROVIDED BY FINANCIAL INSTITUTIONS.

         d)   Foreign Currency Loan means US$2,229,654 lent and advanced by the
              Lender to the Borrower under the Principal Agreement and so much
              thereof as may be outstanding from time to time.

         e)   "Rupee Loan(s)" means the amount specified in Section 3 hereof
              agreed to be provided by the Lender for the Project so much
              thereof as may be outstanding from time to time.

         f)   "Project" - means the project as described in the Principal
              Agreement.

         g)   "ICICI Advance Rate" means the percentage rate per annum decided
              by ICICI from time to time as applicable for Rupee Loans to Prime
              Borrowers plus applicable interest tax or other statutory levy, as
              notified by ICICI from time to time.

2.       BORROWER'S CONFIRMATION

         The Borrower agrees and confirms that notwithstanding anything to the
         contrary contain in the Principal Agreement, the obligations of the
         Borrower to borrow the Rupee Loan and in relation to the repayment of
         principal and payment of interest and all other monies in respect of
         the Rupee Loan shall be in accordance with the provisions set out in
         these presents and the General Conditions No.GC-1-86 applicable to
         rupee loans provided by financial institutions. The General Conditions
         shall be deemed to form part of this Agreement and shall be read as if
         they are specifically incorporated herein. Provided, however, that the
         General Conditions No. GC-1-86 shall in their application to this
         Agreement stand modified as follows :-

         a)   The words "commitment charge" wherever they appear shall be
              substituted by "front end fee".
<PAGE>

                                       19

                                  ARTICLE - II

                           AGREEMENT AND TERMS OF LOAN

2.1 (A)  AMOUNT AND TERMS OF LOAN

         The Borrower agrees to borrow from the Lenders and the Lenders agree to
         lend to the Borrower, on the terms and conditions contained herein as
         also in the General Conditions, a loan not exceeding US $ 2,229,654
         equivalent to about Rs. lacs.

2.1(B)   DISBURSEMENTS

         Disbursements out of the Foreign Currency Loan shall be made in
         accordance with the Disbursement Procedure of the Lenders.

2.2      INTEREST

i)       The Borrower shall pay to the Lender interest on the loan(s) at the
         rate(s) and in the manner provided in Schedule IV hereto.

ii)      Disbursements made pending creation of final security as stipulated in
         Article III shall carry further interest at the rate of 1.05% per annum
         with creation of such security.

iii)     Provided, however, interest on rupee tied defaulted amounts,
         arrears of liquidated damages and sums incurred by the Lenders by
         way of expenses in terms of Sections 4.11, 4.5 and 4.7 respectively of
         the General Conditions shall be payable quarterly on February 7, May 7,
         August 7 and November 7.

2.3      SPECIAL BANK ACCOUNT

         The Borrower shall:

         (a)  Keep the drawals from the loan in special accounts in the name of
              the Borrower with a scheduled bank to be approved by the Lenders,
              the payments from which account shall be subject to verification
              by any person authorised in this behalf by the Lenders. The
              Borrower shall also obtain and furnish to the Lenders a letter in
              a form approved by the Lenders from the said bank forgoing its
              right of set-off or lien in respect of such account.

         (b)  Keep such records as may be required by the Lenders to facilitate
              verification of the entries in the said account. The Borrower
              shall also authorise the said bank to furnish to the Lenders, as
              and when required by it, certified true copy of the said account
              with details for verification by the Lenders, at the expense of
              the Borrower.
<PAGE>

                                       20

                                  ARTICLE - III

                                    SECURITY

3.1      SECURITY FOR THE LOAN

         The Loan together with all interest, liquidated damages, premia on
         prepayment costs, expenses and other monies whatsoever stipulated in
         this Agreement shall be secured by an exclusive charge, by way of
         hypothecation in favour of the Lender of all the Borrower's moveable
         properties as more particularly described in Schedule I A hereto,
         together with their spares, tools and accessories and also such other
         additional equipment, plant and machinery and accessories thereof,
         present and future, acquired/to be acquired by the Borrower out of
         the Loan and approved by the Lender, so as to create security adequate
         enough to maintain a security margin of at least 25% i.e., an asset
         coverage of at least 1.33 times on the assets charged to the lender as
         security for the Loan throughout the currency of the Loan.

(B)      The Borrower shall make out a good and marketable title to its
         properties to the satisfaction of the Lenders and comply with all such
         formalities as may be necessary or required for the said purpose.


3.2      CREATION OF ADDITIONAL SECURITY

         If at any time during the subsistence of this Agreement, the Lenders is
         of the opinion that the security provided by the Borrower has become
         inadequate to cover the balance of the Loans then outstanding, then, on
         the Lenders advising the Borrower to that affect, the Borrower shall
         provide and furnish to the Lenders, to the satisfaction of the Lenders
         such additional security as may be acceptable to the Lenders to cover
         such deficiency.
<PAGE>

                                       21

         (c) Not transfer the Loan or any portion thereof from the said special
             account for [ILLEGIBLE]

2.4      LAST DATE OF WITHDRAWALS

         Unless the Lenders otherwise agree, the right to make drawals from the
         Loans shall cease on May 31, 1996.

2.5      REPAYMENT

         The Borrower undertakes to repay the principal amount of the Loans in
         accordance with the Amortization Schedule set forth in Schedule V
         hereto.

2.6      CONVERSION RIGHT IN CASE OF DEFAULT

(i)      If the Borrower commits a default in payment or repayment of any
         instalment of principal amount of the Loans or interest thereon or any
         combination thereof, then, the Lenders shall have the right to convert
         (which right is hereinafter referred to as "the conversion right") at
         its option 20% of the rupee equivalent of the defaulted amount
         determined in accordance with Section 4.11 of Article IV of the General
         Conditions into fully paid up equity shares of the Borrower, at par, in
         the manner specified in a notice in writing to be given by the Lenders
         to the Borrower (which notice is hereinafter referred to as the "notice
         of conversion") prior to the date on which the conversion is to take
         effect, which date shall be specified in the said notice (hereinafter
         referred to as the "date of conversion").

(ii)     On receipt of notice on conversation, the Borrower shall allot and
         issue the requisite number of fully paid-up equity shares to the
         Lenders as from the date of conversion and the Lenders shall accept the
         same in satisfaction of the said defaulted amount(s) in respect of the
         Loans to the extent so converted. The amount so converted shall cease
         to carry interest as from the date of conversion and the outstanding
         amount in respect of the loans shall stand correspondingly reduced. The
         equity shares so allotted and issued to the Lenders shall carry, from
         the date of conversion, the right to receive proprotionately the
         dividends and other distributions declared or to be declared in respect
         to the equity capital or the Borrower. Save as aforesaid, the said
         shares shall rank pari passu with the existing equity shares of the
         Borrower in all respects. The Borrower shall, at all times, maintain
         sufficient unissued equity shares for the above purpose.

(iii)    The conversion right received as aforesaid may be exercised by the
         Lenders on one or more occasions during the currency of the Loans on
         the happening or the default as specified in this Section.

(iv)     The Borrower assures and undertakes that in the event of the Lenders
         exercising the right of conversion of aforesaid, the Borrower shall get
         the equity shares which will be issued to the Lenders as a result of
         the conversion, listed with the Stock Exchange(s) at Bombay, Bangalore
         and such other Stock Exchange(s) as may be decided by the Lender.
<PAGE>

                                       22

                                  ARTICLE - IV

                       APPOINTMENT OF NOMINEE DIRECTOR(S)

         The Borrower agrees that the Lenders shall be entitled to appoint and
withdraw from time to time one Director on the Board of Directors of the
Borrower during the currency of this Agreement.
<PAGE>

                                       23

MISSION ROAD OFFICE PROJECT (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                           <C>                        <C>                 <C>            <C>
              168     LTI LIMITED                   ??88/RND/CA25.22.09.95     WAVE BRIDGE LINK                   [ILLEGIBLE]
              169     PROJECT MGT [ILLEGIBLE]       6218/RND/CA25/8.6.95       UTP CABLE CAT        965,000.00
              170     LTI LIMITED                   5288/RND/CA25/             WAVE BRIDGE LINK    [ILLEGIBLE]    [ILLEGIBLE]
              171     NEC SINGAPORE PTE             6345/RND/CA25/             EPASX SYSTEMS       [ILLEGIBLE]
              172     PCS TECHNOLOGIES              4190/ITD/CA110             ETHERNET            314,000.00     522124.03 95
              173     BUILDING NETWORK AUTOMATION   5639/RND/CA255 8.6.95      COMMUNICATION                      263623 12 95
              174     LTI LIMITED                   5088/RND/CA25-22.08.95     WAVE BRIDGE LINK                   K02/02/11/95
              175     LANBIT COMPUTER INC.          6034/RND/CA25/15.9.95      TRANSCEIVER           109200.00      U13.10.95
                                                                                                    ----------
                                                                                                    5642030.89
                                                                                                    ----------

ELLANEOUS     176     HITECH ELECTRICAL             WL/MIS/???/12.92.95        SPEAKER TRANSFERMER    17000.00    [ILLEGIBLE]
              177     MEKASTER TELEMATICS LTD       5102/RND/CA25-????         TELNET LINK          [ILLEGIBLE]
              178     DIRECT MKG PVT LTD            WL/MIS/297/30.3.95         CEASE FIRE             2,600.00    [ILLEGIBLE]
              179     JAYSHEEL TRADING PVT LTD      WL/MIS/365/18.9.95         CEASE FIRE             70900.00    477.5.9.95
              180     JAYSHEEL TRADING P LTD        WL/MIS/403/29 01.96        FIRE EXTINGUISHERS     58050.00    ??30.12.95
              181     BLUE STAR LIMITED             WL/MIS/376/19 10 95        WATER COOLER                       5/1/11.9.95
              182     BLUE STAR LIMITED             WL/MIS/376/19 10 95        WATER COOLER           47210.00    545/11.9.95
              183     DATA PRINT SYSTEMS            WL/MIS/391/22 12 95        OHP                    67500.00    770/29.11.95
              184     BLUE STAR LIMITED             WL/MIS/295/14.3.95         WATER COOLER          22,500.00    5 1/15.3.95
                                                                                                    ----------
                                                                                                     384760.00
                                                                                                    ----------

- -------------------------------------------------------------------------------------------------------------------------------
                        TOTAL                                                                    40,925,550.31
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

MISSION ROAD OFFICE PROJECT (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                            <C>                       <C>                 <C>            <C>
               145    [ILLEGIBLE]                 ???? 5/285/28.11.96          LIGHT FIXTURE                       [ILLEGIBLE]
                                                                                                   ------------
                                                                                                    20055495.??
                                                                                                   ------------

NDITIONING     146    GETHA ELECTRICALS              WIL/MIS/355/22.8.95       ELECTRICAL WORK     2,302,000.00

CALS           147    KEB                            NIL/24 03.95              TEMP POWER DEPOSIT     73,800.00    NIL/24.03.95
               148    LOTUS ENERGY SYSTEMS           6021/FND/18.7.95          DIESEL GENERATOR    3,810,164.00    02/08.08.95
               149    KEB DEPOSIT/500 KVAHT POWER                              PT POWER              750,000.00
               150    DYNAM ELECTRO CONTROLS         WIL/MIS/347/29.7.95       AVE PANEL             354,640.00    [ILLEGIBLE]
               151    NEW PARVEEN ELECTRICALS        WIL/MIS/264/3.1.95        ELEC INSTALLATION     629,997.74
               152    NEW PARVEEN ELECTRICALS        LETTER DT 15.3.95         LIAISON CHGS           45,000.00    CHECK REQ.
               153    KEB DEPOSIT/METER                                        METER DEPOSIT          44,000.00
                                                                                                   ------------
                                                                                                     6707601.74
                                                                                                   ------------

               154    LOTUS ENERGY SYSTEMS P LTD     WIL/MIS/346/27.7.95       INSTALL OF DG         140,812.00    129/19.9.95
               155    LOTUS ENERGY SYSTEMS P LTD     WIL/MIS/345/27.7.95       EXHAUST SYSTEMS       182,619.00    226/19.9.95
               156    LOTUS ENERGY SYSTEMS P LTD     WIL/MIS/345/27.7.95       EXHAUST SYSTEMS                     227/19.9.95
               157    PILAZETA BATTERIES             4185/ITD/6.3.95           LEAD ACID BATTERY     242,197.50    147/01.03.95
               158    DELTA POWER EQUIPMENTS         5056/FND/CA25/24.7.95     VOLTAGE STABIISER      53,150.00    351/12.9.95
               159    EMERSON ELECTRIC (THRO LC)     6020/FND/CA25/23.6.95     UPS                 4,265,871.00    2/23.8.95
               160    DB ELECTRONICS                 4184/ITD/CA112/6.3.95     30 KVS UPS            459,680.00    23/27.3.95
                                                                                                    -----------
                                                                                                     5822679.50
                                                                                                    -----------

               161    BUILDING NTWORK AUTOMATION     5039/FND/CA25/8.6.95      COMMUNICATION         522,414.00    2398/9.9.95
               162    BUILDING NTWORK AUTOMATION     5039/FND/CA25/8.6.95      COMMUNICATION                       2629/19.12.95
               163    SRAVANA ENGG INDUSTRIES        WIL/MIS/386/21.12.95      COMMUNICATION TOWER    91,284.89    66/21.12.95
               164    UNGERMANN-BASS (THRO LC)       6019/FND/CA25/16.6.95     HUBS, SWITCHS       2,012,732.00    369524/26.7.9
               165    UNGERMANN-BASS (THRO LC)       6019/FND/CA25-16.6.95     HUBS,SWITCHS                        369349/24.7.9
               166    I T I LIMITED                  5088/FND/CA25-22.09.95    WAVE BRIDGE LINK                    K01A/02/11/95
               167    UNGERMANN-BASS (THRO LC)       6019/FND/CA25/16.6.95     HUBS,SWITCHS                        370018/31.7.9
</TABLE>
<PAGE>

MISSION ROAD OFFICE PROJECT  (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                           <C>                        <C>                 <C>            <C>
               109    BAKELITE HYLAM LTD            WIL/MIS/401/20.01.96       LAMINATE SHEETS       143558.94    3543/28.12.95
               110    WIPRO LIGHTING                WIL/MIS/332/22.6.95        LUMINARIES           280,437.50    280/26.5.95
               111    PRIYESH ENTERPRISES           WIL/MIS/380/10.11.95       TILES                 216000.00    695/27.11.95s
               112    PRAMITHA ENTERPRISES          WIL/MIS/393/27.12.95       VENETION BLIND       [ILLEGIBLE]   173/3.12.95
               113    ACM SERVICES                  WIL/MIS/368/15.9.95        LAYING TILES           33456.O0    847/26.9.95
               114    BAKELITE HYLAM LTD            WIL/MIS/338/24.7.95        LAMINATE SHEET                     1400/19.7.95
               115    ACM SERVICES                  WIL/MIS/368/15.9.95        LAYING TILES                       851/16.10.95
               116    DELTA POWER EQUIPMENT CC      4186/ITD/CA112/6.3.95      STABILIZERS            1,300.00    875/23.3.95
               117    PRIYESH ENTERPRISES           WIL/MIS/378/15.9.95        TILES                  52920.00    633/26.9.95
               118    DUBAS ENGINEERING PVT LTD     4187/ITD/CA112/6.3.95      STEEL RACKS, CABLES   35,000.00    3/17.4.95
               119    PRIYESH ENTERPRISES           WIL/MIS/367/23.9.95        TILES                  23820.00    654/16.10.95
               120    VOLTAS LIMITED                WIL/MIS/314/4.5.95         SPILT AIRCONDITION   287,750.00    568049/3.7.95
               121    NEW PARVEEN ELECTRICALS&ENGG  SSN/MIS/97.9.95            SHIFTING RVU         [ILLEGIBLE]
               122    RAMKUMAR & PRAKASH            WIL/MIS/325/6.5.95         FALSE CEILING         64,169.64    NIL/22.8.95
               123    PRAVITHA ENTERPRISES          WIL/MIS/275/10.11.95       VENETIAN BLINDS        98475.00    1195/18.01.95
               124    EXXON AGENCIES                WIL/MIS/412/15.2.96        SOFAS                  43641.00    36/19.7.95
               125    FEATHERLITE SEATING SYSTEM    WIL/MIS/379/08.11.95       SUPPLY CHAIR          630000.00    149/30.09.95
               126    BLUE STAR LIMITED             WIL/MIS/336/27.6.95        AIR CONDITIONER      761,300.00    40782128.7.95
               127    FEATHERLITE SEATING SYSTEM    WIL/MIS/379/08.11.95       SUPPLY CHAIR                       156/13.10.95
               128    WOODSNERA                     WIL/MIS/342/18.7.95        INTERIORS          1,701,074.00    55/56
               129    FEATHERLITE SEATING SYSTEM    WIL/MIS/379/08.11.95       SUPPLY CHAIR                       167/27.10.95
               130    BAKELITE HYLAM LTD            WIL/MIS/338/24.7.95        LAMINATE SHEET       130,253.48    1213/5.7.95
               131    GETHA ELECTRICALS             WIL/MIS/374/17.10.95       ELECTRICAL CABLE      180569.00    578/06.11.95
               132    FEATHERLITE SEATING           WIL/MIS/400/21.01.95       CHAIRS                355000.00    251/05.02.96
               133    BLUE STAR LIMITED             WIL/MIS/381/10.11.95       AIRCONDITIONING       187525.00    136/15.12.95
               134    M SOLAMANI                    WIL/MIS/327/1.6.95         INTERIROS             67,176.00    NIL/1.6.95
               135    MANI SALES (BLR)              WIL/MIS/396/08.1.96        LIGHT FIXTURE         193843.00    10221/26.12.9
               136    RAMKUMAR & PRAKASH            WIL/MIS/335/23.6.95        FALSE CEILING        112,870.00    NIL/17.7.95
               137    MANI SALES (BLR)              WIL/MIS/285/29.11.95       LIGHT FIXTURE         168111.88    9913/9.10.95
               138    WIPRO LIGHTING                WIL/MIS/332/22.6.95        LUMINARIES                 0.00    1001/29.7.95
               139    MANI SALES (BLR)              WIL/MIS/285/29.11.95       LIGHT FIXTURE                      9914/9.10.95
               140    FORMICA INDIA DIVISION        WIL/MIS/302/13.4.95        LAMINATE SHEET       161,710.00    1338/18.6.95
               141    MANI SALES (BLR)              WIL/MIS/285/29.11.95       LIGHT FIXTURE                      10059/17.11.9
               142    PRAMITHA ENTERPRISES          WIL/MIS/337/28.6.95        VENETIAN BLINDS                    1175/3.12.95
               143    FEATHERLITE COLLECTION        WIL/MIS/326/3.6.95         CHAIRS                             62/30.06.95
               144    MANI SALES (BLR)              WIL/MIS/285/29.11.95       LIGHT FIXTURE                      10101/27.11.9
</TABLE>
<PAGE>

MISSION ROAD OFFICE PROJECT  (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                           <C>                        <C>                   <C>           <C>
                73    AMTREX APPLIANCES LTD         WIL/MIS/366/21.09.95       SPLIT AIRCONDITIONER  373220.03
                74    WIPRO LIGHTING                WIL/MIS/332/22.6.95        LUMINARIES                 0.00     754/12.7.95
                75    SHREE MUKESH ENTERPRISES      WIL/MIS/405/3.2.95                                72759.00
                76    TECHNOVATIONS                 WIL/MIS/351/15.7.95        DISPLAY BOARD         12,645.03     234/17.7.95
                77    POTENTIAL SERVICE CONSULTANTS NIL/5.10.95                CONSULTINGS CHG        30000.00
                78    BAKELITE HYLAM LTD            WIL/MIS/392/27.12.95       LAMINATE SHEETS                     2096/11.9.95
                79    SYNERGY ART FOUNDATION LTD    WIL/MIS/382/27.11.95       PAINTING                7768.00     023/15.07.95
                80    BAKELITE HYLAM LTD            WIL/MIS/338/24.7.95        LAMINATE SHEET                      1030/23.6.95
                81    HITECH ELECTRICAL ENTERPRISES WIL/MIS/371/22.9.95        SPEAKERS               31450.00     15/9.9.95
                82    PEAK SYSTEMS                  WIL/MIS/387/22.12.95       AIRCONDITIONING WORK                891/10.6.95
                83    HITECH ELECTRICAL ENTERPRISES WIL/MIS/371/22.9.95        SPEAKERS                            22/25.9.95
                84    WIPRO LIGHTING                WIL/MIS/274/3.1.95         LUMINAIRES             6,158.45     2393/10.02.95
                85    THE ROYAL FURNISHING CO.      WIL/MIS/369/25.9.95        CARPET                157579.18     778/4.8.95
                86    SRI VIVEK ENTERPRISES         WIL/MIS/299/4.4.95         TILES                 84,000.00     NIL/20.8.95
                87    ROOPASRI ENTERPRISES          ENS/RND/021/MIS/15.9.9     TILE POLISHING          6806.25     NIL/22.9.95
                88    SRI VIVEK ENTERPRISES         WIL/MIS/310/3.5.95         CIVIL WORK           218,516.62     NIL/1.9.95
                89    CHANDRABANU GUP THA           WIL/MIS/370/28.9.95        FALSE CEILING         350000.00
                90    MANI SALES (BLR)              WIL/MIS/285/29.11.95       LIGHT FIXTURE                       10075/21.11.9
                91    AMTREX APPLIANCES LTD         WIL/MIS/372/28.9.95        SPLIT AIRCONDITIONER  467400.00     32/10.11.95
                92    FORMICA INDIA DIVISION        PO/286/302/296             TDS WRG PAID
                93    MANI SALES (BANGALORE)        WIL/MIS/373/12.10.95       LIGHT FIXTURE          61990.00     9873/26.8.95
                94    BAKELITE HYLAM LTD            WIL/MIS/301/12.4.95        LAMINATE SHEET       350,143.76     230/24.4.95
                95    MANI SALES (BANGALORE)        WIL/MIS/373/12.10.95       LIGHT FIXTURE                       9765/26.8.95
                96    FORMICA INDIA DIVISION        WIL/MIS/309/2.5.95         LAMINATE SHEET                      1357/29.4.95
                97    VIVEK ENTERPRISES             WIL/MIS/375/16.10.95       CIVIL WORK             10500.00     NIL/6.10.95
                98    FEATHERLITE COLLECTION        WIL/MIS/326/3.6.95         CHAIRS               488,250.00     82/18.7.95
                99    THE BOMBAY BURNAG TRADING     WIL/MIS/402/20.1.96        LAMINATE SHEETS                     2052/26.10.95
               100    SHREE MUKESH ENTERPRISES      WIL/MIS/389/22.12.95       INTERIORS                           NIL/20.12.95
               101    THE BOMBAY BURNAG TRADING     WIL/MIS/402/20.1.96        LAMINATE SHEETS        32342.00     2217/04.12.95
               102    MANI SALSE (BANGALORE)        WIL/MIS/411/13.2.96        LIGHTING                            10132/1.12.95
               103    WOODEN ERA                    WIL/MIS/397/9.01.96        INTERIORS             400717.00
               104    SHREE MUKESH ENTERPRISES      WIL/MIS/389/22.12.95       INTERIORS                           NIL/16.12.95
               105    BAKELITE HYLAM LTD            WIL/MIS/401/20.01.96       LAMINATE SHEETS                     3883/20.01.95
               106    PRAMITHA ENTERPRISES          WIL/MIS/337/28.6.95        VENETIAN BLINDS      175,812.00     1135/6.9.95
               107    BAKELITE HYLAM LTD            WIL/MIS/401/20.01.96       LAMINATE SHEETS                     3617/30.12.95
               108    BLUE STAR LIMITED             WIL/MIS/394/16.7.95        AIRCONDITIONER       970,325.00     90/21.9.95

</TABLE>
<PAGE>

MISSION ROAD OFFICE PROJECT  (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION     B. NO.DATE        AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>           <C>     <C>                           <C>                        <C>                 <C>            <C>
                37    FORMICA INDIA DIVISION        WIL/MIS/334/25.8.95        LAMINATE SHEET       44,923.04     1584/25.6.95
                38    DUBAS ENGG PVT LTD            4187/ITD/CA112             STEEL BACK           35,000.00     3/17.4.95
                39    THE BOMBAY BURNAG TRADING     WIL/MIS/359/25.8.95        LAMINATE SHEETS     [ILLEGIBLE]    1938/19.9.95
                40    VOLTAS UNITED                 WIL/MIS/314/4.5.95         SPILT AIRCONDITION                 558048/3.7.95
                41    MANI SALSE (BANGALORE)        WIL/MIS/411/13.2.95        LIGHTING                           10160/8.12.95
                42    BAKELITE HYLAM LTD            WIL/MIS/301/12.4.95        LAMINATE SHEET            0.00     155/16.4.95
                43    FEATHERLITE PRODUCTS P LTD    WIL/MIS/281/13.2.95        CHAIRS               82,789.00     832/28.02.95
                44    FORMICA INDIA DIVISION        WIL/MIS/309/2.5.95         LAMINATE SHEET       21,712.80     1404/5.5.95
                45    VOLTAS LIMITED                WIL/MIS/275/4.2.95         AIRCONDITIONER       11,000.00     557119/18.4.9
                46    FORMICA INDIA DIVISION        WIL/MIS/309/2.5.95         LAMINATE SHEET                     1339/18.4.95
                47    SHREE MUKESH ENTERPRISES      WIL/MIS/383/27.11.95       INTERIORS             52520.00     NIL/27.11.95
                48    BLUE STAR LIMITED             WIL/MIS/328/7.6.95         AIRCONDITIONING   1,077,445.00     71/7.8.95
                49    BALAJI ENTERPRISES            WIL/MIS/294/10.3.95        BIRLA 3M MATTING      2,200.00     411/10.03.95
                50    FEATHERLITE COLLECTION        WIL/MIS/326/3.6.95         CHAIRS                             101/03.08.95
                51    MANI SALSE (BANGALORE)        WIL/MIS/411/13.2.96        LIGHTING              51600.00     10198/20.12.9
                52    SHREE MUKESH ENTERPRISES      WIL/MIS/390/22.12.95       INTERIORS            236475.00
                53    PRAMITHA ENTERPRISES          WIL/MIS/406/3.2.96         VENETIAN BLIND        32250.00
                54    SRAVANA INDUSTRIES            WIL/MIS/417/29.02.96       CABLE TRENCH          37075.00     3/14.02.95
                55    COIR BOARD SHOWROOM & SLS     ENS/RND/MIS/017/11.8.9     COIR MATS            13,951.00     NIL/11.9.95
                56    ACM SERVICES                  WIL/MIS/408/9.2.96         VINAL TILES           51480.00     873,868/29.1.9
                57    SRAVANA ENGG ENTERPRISES      WIL/MIS/363/09.9.95        PANEL CONNECTORS    193,013.60     063/16.11.95
                58    SRAVANA ENGG ENTERPRISES      WIL/MIS/330/20.6.95        CABLE TRENCH         36,712.78     39/05.07.95
                59    ACM SERVICES                  WIL/MIS/353/25.9.95        LAYING OF TILES      14,160.00     834/14.8.95
                60    SRI VIVEK ENTERPRISES         WIL/MIS/331/20.6.95        CIVIL WORK          210,645.42     NIL/11.9.95
                61    ACM SERVICES                  WIL/MIS/353/25.9.95        LAYING OF TILES                    842/15.9.95
                62    WIPRO LTD LIGHTING DIVN       WIL/MIS/333/22.6.95        LUMINARIES            9,783.49     306/24.05.95
                63    PRIYESH ENTERPRISES           WIL/MIS/352/25.8.95        SUPPLY OF TILES      75,600.00     587/14.8.95
                64    GETHA ELECTRICALS             WIL/MIS/220/27.6.95        CONTROL PANELS      777,285.00
                65    PRIYESH ENTERPRISES           WIL/MIS/352/25.8.95        SUPPLY OF TILES                    617/15.9.95
                66    PRAMITHA ENTERPRISES          WIL/MIS/337/28.6.95        VENETIAN BLINDS                    1158/23.10.95
                67    BAKELITE HYLAM LTD            WIL/MIS/344/25.7.95        LAMINATE SHEET       350143.75     1679/8.8.95
                68    TREVENI WOOD WORKS            WIL/MIS/339/4.7.95         INTERIORS           105,430.00     NIL/4.7.95
                69    BAKELITE HYLAM LTD            WIL/MIS/344/25.7.95        LAMINATE SHEET                     1697/9.8.95
                70    CHANDRABANU GUPTA             WIL/MIS/216/10.7.95        FALSE CEILING       196,600.00
                71    BAKELITE HYLAM LTD            WIL/MIS/364/25.8.95        LAMINATE SHEET        28011.50     1712/10.8.95
                72    SHREE MUKESH ENTERPRISES      WIL/MIS/389/22.12.95       INTERIORS             94024.00     NIL/18.12.95
</TABLE>
<PAGE>

MISSION ROAD OFFICE PROJECT  (STATUS AS ON 15.03.96)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                            <C>                        <C>                 <C>            <C>
                 1    SRI BYRAWESHWARA PLUMBING WORK WIL/MIS/362/25.8.95        CIVIL WORK          248,925.00
                 2    SRI BYRAWESHWARA PLUMBING WORK WIL/MIS/361/25.8.95        CIVIL WORK          258,345.00
                 3    M. SOLAMANI & SONS             WIL/MIS/272/28.1.95        INTERIORS           142,674.??]    [ILLEGIBLE]
                 4    SRAVANA ENGG ENTERPRISES       WIL/MIS/360/1.9.95         CABLE TRENCH        100,500.00
                 5    RAMKUMAR & PRAKASH             WIL/MIS/276/4.2.95         FALSE CEILING        47,017.00     FB/24.6.95
                 6    SRAVANA ENGG ENTERPRISES       WIL/MIS/359/25.8.95        CABLE TRENCH         50,920.00     48/1.9.95
                 7    AVIK PRODUCT DEVELOPMENT       WIL/MIS/285/22.2.95        SOFT MUSIC SYSTEM    17,000.00     187/23.2.95
                 8    KEB/1C 191                     NOTICE DT 6.9.95           SUPERVISION CHGS     66,867.00
                 9    PRAJWAL ENTERPRISES            WIL/MIS/284/21.2.95        VENETION BLIND       13,937.50     55/27.02.95
                10    WIPRO LIGHTING                 WIL/MIS/343/24.7.95        LUMINARIES           19,888.00     755/12.7.95
                11    BAKELITE HYLAM LTD             WIL/MIS/392/27.12.95       LAMINATE SHEETS                    328519 12 95
                12    NEW PARVEEN ELECTRICALS        WIL/MIS/350/8.8.95         CIVIL WORK           24,060.00
                13    SOLAMANI & SONS                WIL/MIS/287/14.3.95        INTERIORS           697,929.58     3214 9.95
                14    BLUE STAR LIMITED              WIL/MIS/349/4.8.95         AIR CONDITIONER     271,360.00     31/21.9.95
                15    THE ROYAL FURNISHING CO.       WIL/MIS/283/21.3.95        CARPET               27,360.00     576/28.02.95
                16    SHASHIDHARA S                  WIL/MIS/344/21.8.95        CIVIL WORK           53,425.71     NIL/25.3.95
                17    PEAK SYSTEMS                   WIL/MIS/387/22.12.95       AIRCONDITIONING WORK  10240.00     1553/24.08.95
                18    LOTUS ENERGY SYSTEMS P LTD     WIL/MIS/348/27.7.95        NOISE CONTROL       670,000.00     24/10.10.95
                19    WIPRO LIGHTING                 WIL/MIS/276/8.2.95         LUMINAIRES                0.00     3056/23.2.95
                20    LOTUS ENERGY SYSTEMS P LTD     WIL/MIS/348/27.7.95        NOISE CONTROL             0.00     26/18.10.95
                21    WIPRO LIGHTING                 WIL/MIS/274/3.1.95         LUMINAIRES                         2694/10.02.95
                22    NEW PARVEEN ELECTRICALS        WIL/MIS/322/14.7.95        TEMP CONNECTION      28,548.00     1/3.4.95
                23    BAKELITE HYLAM LTD             WIL/MIS/392/27.12.95       LAMINATE SHEETS       60500.00     3163/30.11.95
                24    GETHA ELECTRICALS              WIL/MIS/288/9.3.95         ELECTRICAL WORK      52,025.07     534/04.03.95
                25    FEATHERLITE SEATING            WIL/MIS/400/21.01.96       CHAIRS                             24/24.01.96
                26    GROUP 4 SECURITIES                                        CIRCUIT TV           356313.00
                27    FORMICA INDIA DIVISION         WIL/MIS/277/1.4.95         LAMINATE SHEET       11,694.87     1129/16.2.95
                28    DATA PRINT SYSTEMS             WIL/MIS/296/13.3.95        OVERHEAD PROJECTOR   22,500.00     235/13.03.95
                29    TEEKAYS DESIGN & DEVELOPMENT   WIL/MIS/315/4.5.95         INTERIORS         1,522,513.00
                30    WIPRO LIGHTING                 WIL/MIS/276/8.2.95         LUMINARIES           20,521.28     3057/23.2.95
                31    RAMKUMAR & PRAKASH             WIL/MIS/312/3.5.95         FALSE CEILING        98,000.00     FB/24.6.95
                32    SRAVANA ENGG ENTERPRISES       WIL/MIS/311/4.5.95         PANEL CONNECTORS     43,197.39     046/7.8.95
                33    FORMICA INDIA DIVISION         WIL/MIS/286/1.3.95         LAMINATE SHEET       64,684.00     1199/13.3.95
                34    FORMICA INDIA DIVISION         WIL/MIS/286/1.3.95         LAMINATE SHEET                     1236/20.03.95
                35    N SURESH                       WIL/MIS/357/24.8.95        PAINTING            334,000.00     R.NO.1/25.7.9
                36    FORMICA INDIA DIVISION         WIL/MIS/298/4.4.95         LAMINATE SHEET       26,520.44     1312/7.4.95

</TABLE>
<PAGE>

CASTLE STREET PROJECT
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION     B. NO.DATE       AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                 <C>            <C>
               169    Building Network Automation   4039/ITD/10.06.94          COMMUNICATION       1612/16.8.94   [ILLEGIBLE]
               170    RCS TECHNOLOGY                4086/ITD/CA19              ENTERNET HUB        206/26.9.94    167,000.00
               171    PAM ELECTRONICS               4087/ITD/CA19              MEDIA CONNECTORS    487/30.9.94     52,500.00
                                                                                                                 ------------
                                                                                                                  1033159.50
                                                                                                                 ------------

MISCELLANEOUS  172    ANALOG & DIGITAL SYSTEM       4016/ITD/005               E. TRANSCEIVER                      30,498.00
               173    Pramitha Enterprises          185/25.08.94               VENETIAN BLINDS     1005/26.9.94    67,282.00
               174    EUREKA FORBES                 4040/ITD/CA/007            VACUUM CLEANER      53/23.6.94      11,580.00
               175    TORSTEEL RESEARCH FOUND       NIL/28.7.94                CONSULTATION FEE    11581/8.7.94     2,933.00
               176    Ravi Naidu Isand                                         SAND/CEMENT SHIFT   NIL/22.4.94      3,400.00
               177    Safex Fire Protection Systems 177/16.08.94               FIRE SERVICE        NIL/13.12.94    81,000.00
               178    AUF TOOLS CENTRE              4066A/ITD/CA19             TOOL KITS           1543/01.08.94    5,442.90
               179    ELECTRONIC & CONTROLS         19170/RND/AVC              AMC                 NIL              7,848.50
               180    Safex Fire Services           WIL/R0/BNG/178             FIRE SERVICE        408/25.8.94     28,570.00
               181    Pramitha Enterprises          146/13.07.94               VENETIAN BLINDS     962/4.8.94      49,170.75
               182    Tor Steel Research Fou        /16.05.94                  CONSULTATION FEE    2741/24.5.94    19,552.00
               183    Tor Steel Research Fou        /14.04.94                  CONSULTATION FEE    2741/24.5.94    12,709.00
               184    K A ELECTRONICS               4011/ITD/KA008             TRANSFORMERS                        12,000.00
               185    Safex Fire Services           SSN/fire ext               FIRE SERVICE                        13,624.60
                                                                                                                ------------
                                                                                                                   345610.75
                                                                                                                ------------

- -------------------------------------------------------------------------------------------------------------------------------
                           TOTAL                                                                               18,517,080.69
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

CASTLE STREET PROJECT

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                  <C>            <C>
               139    Sunpower Engineers & Consul   155/25.07.94               SPARES FOR DG        63/12.7.94      31,193.30
               140    GMMCO                         73/12.04.94                DG SET               H23/20.5.94    655,000.00
               141    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION   3/23.5.94           0.00
               142    Paharpur Cooling Towers       [ILLEGIBLE]                COOLING TOWER                             0.00
               143    Lotus Energy Systems Ltd.     159/03.08.94               SPARES FOR DG        10/3.10.94     225,000.00
               144    Paharpur Cooling Towers       81/19.04.94                COOLING TOWER        154/10.05.94    33,280.00
               145    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION  57/10.6.94           0.00
               146    New Praveen Electricals       97/10.05.94                ELEL INSTALLATION    6/23.7.94    1,155,888.00
               147    Sri Manjunatha chain pull     139/29.06.94               DG UNLOADING CHRGS   21/21.6.94       2,151.00
               148    Deebe Power Systems P Ltd.    186/26.8.94                ELECL INSTALLATION                   25,000.00
               149    New Praveen Electricals       SSN approval               ELELC INSTALLATION   1550/05.04.94   64,364.20
               150    WIPRO Lighting                89/27.04.94                LIGHTS FITTINGS      138/11.5.94          0.00
               151    Mahaveer Electric Co.         82/19.04.94                CEILING FANS         711/22.4.94     29,897.05
               152    WIPRO Lighting                48/07.03.94                LIGHT FITTINGS       742/17.3.94      1,040.00
               153    K A ELECTRONICS               4088/ITD/CA19              TRANSFORMER          600/16.9.94      9,400.00
               154    GMMCO                         122/04.06.94               DG SET               37/15.7.94     157,000.00
               155    Venkatesh Pai                 WIL/RO/BNG/249             PLUMBING WORKS       NIL/25.10.94    26,617.00
               156    SRAVANA ENGG INDUSTRIES       WIL/RO/BNG/257             ELECTRICAL WORK      658/06.12.94    62,136.83
               157    K A ELECTRONICS               4088/ITD/CA19              TRANSFORMER          610/22.9.94      6,000.00
               158    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION  59/10.6.94           0.00
               159    WIPRO Lighting                78/18.04.94                LIGHTS FITTINGS      895/16.5.94    125,675.00
               160    LAKSHMI Enterprises           124/13.06.94               DG ROOM              NIL/25.5.94     14,763.50
               161    GMMCO Ltd                     56/08.03.94                DG SET               M12/11.5.94    690,000.00
                                                                                                                  -----------
                                                                                                                   6314445.88
                                                                                                                  -----------

PS             162    D B Electronics (thro LC)     19164/RND/25.02.94         P AND M                           1,653,597.00
               163    K A ELECTRONICS               4062/ITD/CA/031            TRANSFORMER          559/10.08.94    10,800.00
               164    DUBAS ENGG P LTD              4015A/ITD/9495/014         COOLANT OIL          14/20.7.94      52,875.00
               165    GARCICON (INDIA) P LTC        4090A/ITD/CA19             CHEMICAL             9495030/15.9     6,002.50
               166    Pilazetta UPS                 19163/RND/16.03.94         BATTERIES            3/7.5.94       919,360.00
                                                                                                                  -----------
                                                                                                                   2642634.50
                                                                                                                  -----------

COMMUNICATION  167    RCS TECHNOLOGIES              4106/ITD/CA19              EHTERNET TRANSEVERS  243/17.10.94   395,000.00
               168    Building Network Automation   4012/ITD/28.04.94          COMMUNICATION        1534/21.6.94   221,108.00

</TABLE>
<PAGE>

CASTLE STREET PROJECT

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                   <C>            <C>
               103    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION   62/12.7.94      49,302.47
               104    Dubas Engineering Stabilise   19 69/RND/09.03.94         STABILISERS           10/12.5.94     340,160.00
               105    WIPRO Lighting                48/07.03.94                LIGHT FITTINGS        93/17.3.94      17,701.79
               106    Delta Power Equip.            [ILLEGIBLE]                VOLTAGE STABILISER    251/14.7.94    [ILLEGIBLE]
               107    SRI SHAKTH ELECTRICAL                                    ELEC. LABOUR WORK     NIL/21.5.94        900.00
               108    Dubas Engineering             19170/RND/09.03.94         P AND M                              112,360.00
               109    B. Venkatesh Pai              144/13.07.94               CIVIL WORK            NIL/26.7.94     24,641.40
               110    Sunpower Engineers elec       118/31.05.94               SPARES FOR DG         53/18.5.94       9,152.00
               111    WIPRO Lighting                103/18.05.94               LIGHTS FITTINGS                            0.00
               112    GETHA ELECTRICALS             WIL/RO/BNG/265             ELECTRICALS           512/21.01.95    29,038.00
               113    B. Venkatesh Pai              153/25.07.94               CIVIL WORK            NIL/6.7.94      19,586.00
               114    GMMCO                         122/04.06.94               DG SET                36/15.7.94     157,000.00
               115    WIPRO Lighting                89/27.04.94                LIGHTS FITTINGS       91/30.6.94      79,237.50
               116    Sunpower Engineers elec       95/03.03.94                DG SET INSTALLATION   [ILLEGIBLE]    [ILLEGIBLE]
               117    Lotus Energy Systems          128/22.6.94                SPARES FOR DG         5/4.7.94        17,100.00
               118    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION   66/20.7.94     243,154.23
               119    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION   4/25.5.94       15,169.00
               120    S Lalit Electricals           102/17.05.94                                     23993/14.5.94        0.00
               121    Lotus Energy Systems Ltd      159/03.08.94               SPARES FOR DG         9/29.9.94      225,000.00
               122    S.Lalit Electricals           102/17.05.94                                     23950/5.5.94         0.00
               123    Sunpower Engineers Elec       96/03.05.94                DG SET INSTALLATION   71/26.9.94      20,265.00
               124    WIPRO Lighting                46/17.03.94                LIGHT FITTINGS                        47,500.00
               125    Sunpower Engineers Elec       96/03.05.94                DG SET INSTALLATION   58/10.6.94           0.00
               126    WIPRO Lighting                48/07.03.94                LIGHT FITTINGS        743/17.3.94      2,795.00
               127    Potential Service Consultants NIL/19.03.94               ELECL CONSULTENCY     279/8.8.94      39,425.00
               128    Dubas Engg P Ltd              19170/RND/CASTLE           CONNECTIVE CABLES                    112,360.00
               129    Sunpower Engineers            127/20.06.94               SPARES FOR DG         61/30.6.94       8,603.00
               130    Dubas Engg P Ltd              19169/RND/CASTLE           STABILIZER                           125,080.00
               131    Venkatesh Pai                 119/31.05.94               CIVIL WORK            NIL/14.6.94     37,002.00
               132    DUBAS ENGG P LTD              19169/RND/CASTLE           STABILIZER                                 0.00
               133    GETHA ELECTRICALS             WIL/RO/BNG/279             ELECTRICALS           511/19.01.95    36,272.25
               134    Sunpower Engineers & Consult  WIL/RO/BNG/140             CLADDING-EXHAUST PIPE 67/25.7.94      48,365.00
               135    Sunpower Engineers And Consul 189/26.08.94               ELECL INSTALLATION    70/26.8.94       9,903.50
               136    S. Lalit Electricals          102/17.05.94               LUMINAIRS             24023/26.5.94   18,807.20
               137    G. Sathyamurthy               KEB Deposits               ELEC DEPOSIT                         728,000.00
               138    Mahaverr Electric Co.         101/17.05.94               CEILING FAN           58155/2.6.94    36,052.33
</TABLE>
<PAGE>

CASTLE STREET PROJECT

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                  <C>            <C>
                73    Featherlite Seating Sys       88/27.04.94                CHAIRS               69/22.6.94           0.00
                74    Priyesh Enterprises           4177/03.03.94              TILES                314/31.3.94     20,565.93
                75    Featherlite Seating Sys       88/27.04.94                CHAIRS               54/9.6.94      288,000.00
                76    Triveni Wood Works            WIL/RO/BNG/145             PELMETS FIXING       NIL/18.6.94      3,478.00
                77    Sravana Engg                  119/04.06.94               INTERIORS            543/29.6.94    [ILLEGIBLE]
                78    TRIVENI WOOD WORKS            WIL/RO/BNG/210             INTERIORS            NIL/12.09.94    30,097.50
                79    Sravana Engg                  120/04.06.94               INTERIORS            644/29.6.94     36,018.00
                80    Formica India                 38/09.04.94                INTERIORS            4500/22.3.94   125,348.84
                81    Sravana Engg                  121/04.06.94               INTERIORS            646/28.7.94     17,536.73
                82    M Solamani                    37/15.02.94                INTERIORS            NIL/11.02.95    72,288.50
                83    Getha Electricals             WIL/RO/BNG/250             PANEL FOR COMPRESSOR 293/19.5.94     17,646.00
                84    Getha Electricals             71/12.04.94                ELEL INSTALLATION    171/7.7.94     253,249.25
                85    Getha Electricals             125/15.06.94               ELECL INSTALLATION   167/2.6.94     143,040.50
                                                                                                                   ----------
                                                                                                                   6059480.9
                                                                                                                   ----------

AIR             86    Voltas Ltd                    95/03.05.94                AC PLANT             53536/18.5.94   97,800.00
CONDITIONING    87    Voltas Ltd A/cond             50/07.03.94                AC PLANT             001497/10.8    115,800.15
                88    Voltas Ltd                    86/22.04.94                AC PLANT             53537/18.5.94   48,900.00
                89    Raman & Associates A/C 2ND FL NIL/23.02.94               AC CONSULTENCY       NIL/23.5.94     15,000.00
                90    Voltas Limited                181/20.08.94               AC PLANT             123/2.9.94           0.00
                91    Amtrex Appliances             WIL/RO/BNGF/192            Sofit airconditioner 39/7.10.94      53,318.00
                92    Voltas Limited                181/20.08.94               AC PLANT             121/2.9.94           0.00
                93    Voltas Ltd A/cond             50/07.03.94                AC PLANT             001450/13.5    735,644.00
                94    Voltas Limited                181/20.08.94               AC PLANT             124/2.9.94           0.00
                95    Raman & Associates A/C 2ND FL NIL/23.02.94               AC CONSULTENCY       NIL/14.7.94          0.00
                96    Voltas Limited                162/04.08.94               AC PLANT                            353,000.00
                97    Voltas Ltd                    77/15.04.94                AC PLANT             515202/15.4     86,586.00
                98    Voltas Limited                181/20.08.94               AC PLANT             122/2.9.94     615,701.00
                                                                                                                   ----------
                                                                                                                   2121749.15
                                                                                                                   ----------

ELECTRICALS     99    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION  R NO2/18.5.94        0.00
               100    B Venkatesh Pai               WIL/RO/BNG/206             CIVIL WORK           NIL/29.08.94    14,654.00
               101    Sunpower Engineers elec       96/03.05.94                DG SET INSTALLATION  56/10.6.94      78,208.00
               102    WIPRO Lighting                48/07.03.94                LIGHT FITTINGS       94/17.3.94      47,473.50
</TABLE>
<PAGE>

CASTLE STREET PROJECT

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- --------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                    <C>            <C>
                37    K. Bhaskaran                  167/09.08.94               ENAMEL PAINTING        NIL/8.8.94        5,519.00
                38    Getha Electricals             WIL/RO/BNG/243             UPS bypass panel       [ILLEGIBLE]      46,207.00
                39    Getha Electricals             170/12.08.94               AMF PANEL SHIFTING     508/14.12.94     31,244.00
                40    Pure Water House              85/22.04.94                WATER FILTER           [ILLEGIBLE]     [ILLEGIBLE]
                41    [ILLEGIBLE]                   156/30.07.94               FALSE CEILING          NIL/27.9.94      28,012.00
                42    Getha Electricals             WIL/RO/BNG/215             Electricals            288/11.5.94       6,179.00
                43    Triveni Wood Works            157/01.08.94               FALSE CEALING          NIL/12.9.94      77,010.00
                44    Sri Ram Enterprises           4034/RND/07.06.94          SRF TWILL WEAVE FABRIC 1273/8.6.94       6,500.00
                45    Getha Electricals             110/21.05.94               ELECL INSTALLATION     292/19.5.94      95,551.00
                46    SUNPOWER ENGG & CONSULT       WIL/RO/BNG/235             M S PIPE               72/10.10.94       6,650.00
                47    Solamani & Sons               115/25.05.94               PARTITIONS             25/14.11.94     438,208.00
                48    Sravana Engineering Ind       41/18.02.94                CONNECTOR PIPES        631/2.5.94       47,670.37
                49    Sravana Engg                  106/19.05.94               INTERIORS              642/29.05.94     34,054.50
                50    FORMICA INDIA DIVISION        WIL/RO/BNG/268             TABLE LAMINATION       759/14.11.94      5,002.48
                51    Techno Sales Corporation      154/21.07.94                                      285/18.7.94           0.00
                52    FORMICA INDIA                 WIL/RO/BNG/175             TABLE LAMINATION       355/29.7.94      21,008.17
                53    Techno Sales Corporation      154/21.07.94               SUN CONTROL FILMS      304/25.7.94      92,613.50
                54    C Ranganathan                 66/24.03.94                PAINTING               NIL/15.6.94      95,100.00
                55    Mahaveer Electric Co          130/22.06.94               CEILING FAN            58569/23.6.94    36,931.55
                56    Getha Electricals             71/12.04.94                ELEL INSTALLATION      299/25.5.94      68,149.57
                57    Supreme Electricals           SSN/INTERCOM               ELECL INSTALLATION                       8,650.00
                58    Sravana Engineering           87/22.04.94                INTERIORS              638/1.6.94       47,493.37
                59    Triveni Wood Works            152/21.07.94               INTERIORS              NIL/18.8.94     115,797.75
                60    ACM Services                  4178/3.3.94                TILES                  694/31.3.94       4,000.60
                61    Sravana Engg                  138/28.06.94               INTERIORS              645/28.7.94      37,068.50
                62    M. Solamani & sons            84/21.04.94                INTERIORS              21/8.7.94        80,935.82
                63    Master Builders               94/03.05.94                INTERIORS              34/24.5.94       43,153.00
                64    Getha Electricals             WIL/RO/BNG/215             SUSI-SUGANA MOTOR      177/24.8.94       2,901.00
                65    Ramkumar & Prakash            92/21.7.94 A               FALSE CEILING          NIL/31.5.94      16,478.00
                66    PRAJWAL ENTERPRISES           WIL/RO/BNG/260             VENETION BLIND         17/21.12.94           0.00
                67    Sravana Engg                  109/20.05.94               INTERIORS              639/1.6.94        5,005.90
                68    Ramkumar & Prakash            34/08.02.94                FALSE CEILING          NIL/23.3.94     103,847.00
                69    Getha Electricals             126/15.06.94               ELECL INSTALLATION     298/25.5.94      43,490.30
                70    Getha Electricals                                        ELEL INSTALLATION                       19,552.00
                71    Getha Electricals             129/22.06.94               ELECL INSTALLATION     300/27.5.94      10,167.00
                72    Sravana Engineering           75/14.04.94                INTERIORS              632/2.5.94       26,424.83
</TABLE>
<PAGE>

CASTLE STREET PROJECT

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
ASSET TYPE    S.NO    PARTY                         ORDER NO.DATE              JOB DESCRIPTION      B. NO.DATE      AMOUNT
- -------------------------------------------------------------------------------------------------------------------------------
<S>            <C>    <C>                           <C>                        <C>                  <C>            <C>
                 1    Formica India                 67/03.05.94                TABLE LAMINATION     63/30.4.94     175,068.00
                 2    Formica India                 74/13.04.94                TABLE LAMINATION     23/19.4.94      10,584.00
                 3    PRAJWAL ENTERPRISES           WIL/RO/BNG/260             VENETION BLIND       26/21.12.94          0.00
                 4    Formica India                 91/28.04.94                TABLE LAMINATION     285/2.7.94     207,279.70
                 5    Formica India                 91/28.04.94                TABLE LAMINATION     [ILLEGIBLE]          0.00
                 6    SRAVANA ENGG INDUSTRIES       WIL/RO/BNG/273             M S TROLLEYS         662/03.02.95    84,457.28
                 7    Formica India                 91/28.04.94                TABLE LAMINATION     73/30.4.94           0.00
                 8    M. Solamani & Sons            39/17.02.94                TABLE DRAWERS        19/14.6.94     509,456.67
                 9    Sravana Engg.                 90/27.04.94                INTERIORS            533/2.5.94      10,460.00
                10    Sravana Engineering Ind       32/05.02.94                INTERIORS            18/30.3.94     291,000.00
                11    Solamani & Sons               100/13.06.94               INTERIORS            20/14.6.94      86,947.98
                12    C. Ranganathan                45/02.03.94                PAINTING             NIL/15.6.94     70,907.00
                13    Sravana Engg Industries       WIL/RO/BNG/193             cable trench cove                     6,745.00
                14    GOPINAT  G.V.                 4054/ITD/CA/019            TABLE TRAY           NIL/14.7.94     12,220.00
                15    Getha Electricals             WIL/RO/BNG/254             Copper Cable         199/28.11.94    67,616.00
                16    FORMICA INDIA                 WIL/RO/BNG/175             TABLE LAMINATION     451/25.8.94   [ILLEGIBLE]
                17    Sravana Engineering Indust    WIL/RO/BNG/211             Table Stand          652/21.9.94     14,114.57
                18    Featherlite                   60/01.03.94                FURNITURES           7/21.4.94      121,601.90
                19    Triveni Wood Works            WIL/RO/BNG/210             WORK SURFACE         NIL/12.9.94     19,125.00
                20    TRIVENI WOOD WORKS            WIL/RO/BNG/242             INTERIORS            NIL/10.01.95    54,954.70
                21    ACM Services                  WIL/RO/BNG/137             TILES                726/14.7.94      1,277.80
                22    Getha Electricals             71/12.04.94                ELEL INSTALLATION    168/13.6.94    609,669.25
                23    Priyesh Enterprises           WIL/RO/BNG/136             TILES                353/14.7.94      6,627.45
                24    Getha Electricals             71/12.04.94                ELEL INSTALLATION    173/21.4.94     78,206.00
                25    Sravana Engg Industries       WIL/RO/BNG/166             INTERIORS            648/23.8.94     59,806.50
                26    Woodnera paid L75lacs to ??   72/12.04.94                FURNITURE            22/25.8.94     429,850.00
                27    Exxon Agencies                WIL/RO/BNG/182             CHAIRS               52854/1.9.94    27,472.00
                28    PRAMITHA ENTERPRISES          WIL/RO/BNG/217             VENETIAN BLINDS      1033/10.11.94   29,547.00
                29    G Sathya Murthy               WIL/RO/RND/188             CIVIL WORK           NIL/28.8.94     53,778.00
                30    Priyesh Enterprises           WIL/RO/BNG/220             supply of tiles      427/09.11.94    16,964.70
                31    N.S. Rajendren                NIL/25.08.94               STRUCTURAL ANALYSIS  NIL/16.8.94      9,776.00
                32    ACM Services                  WIL/RO/BNG/221             laying tiles         771/9.11.94      3,013.20
                33    Pramitha Enterprises          165/09.08.94               VENETIAN BLINDS      975/29.8.94     61,422.91
                34    ACM Services                  4178/3.3.94                TILES                709/14.5.94          0.00
                35    Triveni Wood Works            168/10.08.94               DOORS AND PARTITIONS NIL/13.9.94    122,659.99
                36    Priyesh Enterprises           4177/03.03.94              TILES                327/14.5.94          0.00
</TABLE>
<PAGE>

                                   SCHEDULE 1

                                    PROJECT

         The Borrower is implementing an expansion project at its [ILLEGIBLE]
Research and Development Laboratory at Bangalore, Karnataka. The Borrower has
requested the Lender to provide a Foreign Currency Loan of US$2,229,654
equivalent to about [ILLEGIBLE] lacs to meet a part of the cost of the project,
which the Lender has agreed to provide.
<PAGE>

                                   ARTICLE VI

                          EFFECTIVE DATE OF AGREEMENT

         This Agreement shall become binding on the Borrower and the Lenders on
and from the date first above written. It shall be in force till all the monies
due and payable under this Agreement are fully paid off.
<PAGE>

                                   ARTICLE V

                               SPECIAL CONDITIONS

         The Loan(s) hereby granted shall also be subject to the Borrower
complying with the special conditions set out in Schedule VI hereto.
<PAGE>

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------
TYPE         S.NO     PARTY           ORDER NO/DATE   JOB DESCRIPTION      AMOUNT
- --------------------------------------------------------------------------------------
<S>            <C>                      <C>             <C>               <C>
FILTERS        1  SYNOPSYS              [ILLEGIBLE]     COMPILER          2,635,000.00
               2  CADENCE DESIGN        [ILLEGIBLE]     VERLOG.XL         2,455,000.00
                  SYSTEMS ASIA
               3  ACER SALES AND        [ILLEGIBLE]     COMPUTERS         2,898,000.00
                  DISTRIBUTION
               4  UNGERMANN BASS        [ILLEGIBLE]     HUBS                705,000.00
               5  ACER SALES AND        [ILLEGIBLE]     COMPUTERS         3,559,000.00
                  DISTRIBUTION
               6  NETWORK AUTOMATION    [ILLEGIBLE]     CABLES              649,000.00
                  TECHNOLOGY
               7  LANBIT COMPUTER INC.  [ILLEGIBLE]     TRANSCEIVER         109,000.00
               8  PEAC INTERNATIONAL    [ILLEGIBLE]     MODULE              515,000.00
               9  PEAC INTERNATIONAL    [ILLEGIBLE]     MODULE              335,000.00
               10 AT&T                  [ILLEGIBLE]     CABLE CORD          957,000.00
                                                                         -------------
                                                                         14,817,000.00
                                                                         -------------
</TABLE>
<PAGE>

[ILLEGIBLE]

of Directors passed in that behalf on
the 4th day of March, 1998 hereunto been
affixed in the presence of Shri J.
Shankar, Corporate Treasurer and Shri
Kapil K. Jain, Corporate Finance
Manager, who have signed these presents
in token thereof.

SIGNED AND DELIVERED by the
withinnamed Lenders by the total
of [ILLEGIBLE], an authorised
official of the Lenders
<PAGE>

                                     : 31 :

                                   SCHEDULE VI

                               SPECIAL CONDITIONS

         The Borrower shall out of the envisaged cash amount of Rs. 8476 lacs
during the period April 1, 1995 to March 31, 1996 utilised a sum of RS. 6202
lack for a meeting a part of the cost of the project and/or other requirements
of funds. The borrower shall furnish an undertaking in the form required by the
Lender whereyb they shall take the responsibility for making payments
satisfactory to ICICI [ILLEGIBLE]
<PAGE>

                                   SCHEDULE V

                                               Principal amount
         Due Date             Payment of       outstanding after
         of payment           principal        each payment [ILLEGIBLE]

                                                [ILLEGIBLE]
         07/02/1997           [ILLEGIBLE]       [ILLEGIBLE]
         07/05/1997           [ILLEGIBLE]       [ILLEGIBLE]
         07/08/1997           [ILLEGIBLE]       [ILLEGIBLE]
         07/11/1997           [ILLEGIBLE]       [ILLEGIBLE]
         07/02/1998           [ILLEGIBLE]       [ILLEGIBLE]
         07/05/1998           [ILLEGIBLE]       [ILLEGIBLE]
         07/08/1998           [ILLEGIBLE]       [ILLEGIBLE]
         07/11/1998           [ILLEGIBLE]       [ILLEGIBLE]
         07/02/1999           [ILLEGIBLE]       [ILLEGIBLE]
         07/05/1999           [ILLEGIBLE]       [ILLEGIBLE]
         07/08/1999           [ILLEGIBLE]       [ILLEGIBLE]
         07/11/9999           [ILLEGIBLE]       [ILLEGIBLE]
         07/02/2000           [ILLEGIBLE]       [ILLEGIBLE]
         07/05/2000           [ILLEGIBLE]       [ILLEGIBLE]
<PAGE>

                                  SCHEDULE IV

                              (Euro Bond '96 Loan)

         The following provisions shall apply to the Euro Bond '96 Loans:

1.       APPLICATION OF PROCEEDS

         No part of the Euro Bond '96 Loan shall be used for any purpose other
         than for import of capital goods/project related rupee
         expenditure.

2.       INTEREST

         The Borrower shall pay to the Lender interest on the principal amount
         of the Euro Bond '96 Loan outstanding from time to time quarterly on
         February 7, May 7, August 7 and November 7 at a fixed rate of 11% per
         annum.

3.       COMPUTATION OF INTEREST & OTHER CHARGES

         Interest and other charges shall accrue from day to day and shall be
         calculated on the basis of a year of 360 days consisting of 12 months
         of 30 days each and in the case of an incomplete month, the number of
         days elapsed.

4.       REPAYMENT

         The Euro round '96 Loan is repayable in accordance with the
         Amortization Schedule set forth, in Schedule hereto.

5.       PREPAYMENT AND FORWARD CONTRACTS

         Unless expressly agreed to by the Lender and subject to payment of such
         premium as may be stipulated by the Lender, the Borrower shall not be
         entitled to prepay in whole or in part the Euro Bond '96 Loan before
         the due date nor shall be entitled to enter into forward contracts the
         due date nor shall be entitled to enter into forward contracts to buy
         foreign currencies in respect of the Euro Bond '96 Loan or in respect
         of payment of interest or other payments herein.

6.       DUE DATE

         If the Due Date referred to herein falls on a day which is not a
         business day, Due Date shall be extended to the next succeeding
         business day, unless such day falls in the next succeeding calendar
         month, in which event, such due date shall be the immediately
         preceeding business day. Business day shall be construed as a reference
         to a day (other than Saturday or Sunday) on which banks are generally
         open for business in New York City.

7.       LAST DATE OF WITHDRAWAL

         Unless otherwise agreed to by the Lender, no part of the Euro Bond '96
         Loan shall be drawn after May 31, 1996.
<PAGE>

                                  SCHEDULE III

                              (PARTICULARS OF LOAN)

         The Loan referred to in Section 2.1 herein is Loan not exceeding US $
2,229,654 equivalent to about Rs. 800 lacs, which is agreed to be provided as
follows :

US $2,229,654 equivalent in aggregate to US $ 2,229,654 (hereinafter referred to
as "the Euro Bond '96 loan) (which expression shall, unless expressely provided
otherwise, mean the aggregate of the amounts of various foreign currencies or
their equivalents in other foreign currencies used for their purchase expressed
in US$ equivalent or so much thereof as may be outstanding from time to time)
out of the facility available to the Lender from proceeds of the Euro Board
Issue, 1996.
<PAGE>

                                  SCHEDULE II

                                 FINANCING PLAN

A.       The total estimated cost of the Project is Rs. 1250 made up as
         under :

                                                          (Rs in lacs Rupee
                                                             equivalent
                                      Rupee               of foreign currency
                                      Cost                      Cost

         Plant & Machinery

         a)  Imported                                            458

         b) Indigenous                 177

         Miscellaneous fixed assets

         a)  Imported                                             73

         b) Indigenous                 377

                  TOTAL                564(A)                    531(B)

         Total of Rupee &
         foreign currency cost (A&B)  1085

         Margin money for working
         capital                       165

                  TOTAL               [ILLEGIBLE]

         a.  The proposed sources of financing are as follows:

         1)  Foreign Currency Loans                           800

         2)  Internal Accruals                                450

                  TOTAL                                      1250
<PAGE>

List of assets to be acquired out of the Foreign Currency Loan of US $ 2,229,654
equivalent to about Rs. 800 lacs.


                                                     (Rs in lacs)

                                             Local        Import       Total

Interiors

Seating arrangement with                  6.60                          6.60
existing furniture (new
partitions & individual
storage etc.)

[ILLEGIBLE] modifications & upgradation  19.98             ----        19.98

Chairs (120 in seating place +            8.51             ----         8.51
110 in the labs)

Reception upgrade                         2.71             ----         2.71

ELECTRICAL/UPS/DG

Electrical:  rewiring, new light          5.85             ----         5.85
fixtures & fan points in open
hall

UPS (120 EVA                              ----             30.00       30.00

Computers (100 Nos.                       ----             53.25       53.25
Acer machine)

COMMUNICATION

LAN upgraded (300 nodes)                 18.00             ----        18.00

EPABX with voice mail                     8.00             ----         8.00
                                     -----------       -----------  -----------
                           TOTAL         59.65             83.25       52.90
                                     -----------       -----------  -----------
<PAGE>

<TABLE>
<CAPTION>

[ILLEGIBLE] PROJECT
- -------------------------------------------------------------------------------------------
ASSET TYPE        S.NO     PARTY            ORDER NO/DATE   JOB DESCRIPTION       AMOUNT
- -------------------------------------------------------------------------------------------
<S>               <C>                       <C>             <C>                <C>
GN Tools          1. HCL-HP                 5009/RND/CA-14  Computers          4,000,000.00

                  2.  Onward Technologies   5504/RND/CA-04  Quad Design        1,709,000.00

                  3.  Synopsys Inc          6030/RND/CAIOS & 105.6 LS/NDF
                                                                   INTERFACE   2,720,000.00

                  4.  Cadence               20318/ITD/CA116/5.4.95 ALLEGRO     4,079,000.00
                                                                              -------------
                                                                              12,508,000.00
                                                                              -------------
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>15
<FILENAME>0015.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>

<PAGE>
                                                                    Exhibit 10.9

                       [GRAPHIC OF TWENTY RUPEES OMITTED]

                                  [ILLEGIBLE]

                                                        22 OCT 1999
                                                        ICICI LIMITED
                                                        ICICI 1 TOWERS
                                                        Bandra-Kurla Complex
                                                        Mumbai - 400 051 (India)

                            SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated this 28th day of
December, 1999 between:

WIPRO LIMITED, a company incorporated under the Companies Act, 1956 having its
registered office at 10th Floor, Du Parc Trinity, 17, M.G. Road, Bangalore 550
001 (hereinafter referred to as the "SELLER", which expression shall, unless
repugnant to the context thereof, be deemed to include its successors and
permitted assigns) of the ONE PART;

AND

ICICI LIMITED, a public limited company incorporated under the Companies Act,
1913 and having its registered office at ICICI Towers, Bandra-Kurla Complex,
Mumbai 400 051 (hereinafter referred to as "ICICI", which expression shall,
unless repugnant to the context thereof, be deemed to include its successors and
assigns) of the OTHER PART.

The SELLER and ICICI are hereinafter collectively referred to as the
"Parties" and individually as a "PARTY")
<PAGE>

WHEREAS:

A.    The SELLER is desirous of selling 1,791,385 number of equity shares (the
      "Shares") of Wipro Net and ICICI has agreed to purchase the Shares at a
      purchase price of Rs 555.0 per Share.

B.    The SELLER has agreed to provide a put option to ICICI to sell up to
      1,791,385 numbers of the Shares to the SELLER or its nominee at the Put
      Option Strike Price.

C.    ICICI has agreed to provide to the SELLER or its nominee a call option
      to buy the Shares at the Call Option Strike Price.


NOW THEREFORE, the Parties hereto hereby agree as follows:

1.    DEFINITIONS

1.1   Definitions

      The capitalised terms used in this Agreement shall have the following
      meanings:

      "BUSINESS DAY" means a day which is neither a Saturday, Sunday or a
      bank holiday in Bangalore, India;

      "CONSIDERATION" shall have the meaning set forth in Section 3:1 hereof;

      "PROMOTER" means any person who currently holds either directly or through
      investment companies controlled by him, the majority in the paid up equity
      share capital of the SELLER;

      "WIPRO NET" means WIPRO NET LIMITED, a company incorporated under the
      Companies Act, 1956 and having its registered office at 10th Floor, Du
      Parc Trinity, 17, M.G. Road, Bangalore 560 001;

      "CALL OPTION"  shall have the meaning ascribed thereto in the Option
      Agreement;

      "CALL OPTION STRIKE PRICE" means the price per share so as to yield a
      return to ICICI of 15.0% per annum compounded quarterly on the purchase
      price of Rs. 555.0 per share;
<PAGE>

      "EVENT OF DEFAULT" means any of the following events

      (i)    the Promoter's shareholding in the SELLER falls below 51% of the
             outstanding share capital

      (ii)   the SELLER's shareholding in Wipro Net falls below 26%

      (iii)  if the SELLER or Wipro Net has voluntarily initiated bankruptcy or
             insolvency proceedings against itself in a court of law or with any
             appropriate authority

      (iv)   if any bankruptcy or insolvency proceedings has been initiated
             against the SELLER or Wipro Net by any third party and continues
             for a period beyond three month from the date of such proceedings
             being admitted into a court of law or any other appropriate
             authority.

      (v)    the SELLER or Wipro Net is unable to pay its debts within the
             meaning of Section 434 of the Companies Act, 1956 or has filed a
             petition for insolvency;

      (vi)   any special resolution is passed resolving that the SELLER or Wipro
             Net be wound up voluntarily;

      (vii)  the SELLER or Wipro Net is amalgamated with any other body
             corporate or any other body corporate or each with the other is
             amalgamated with the SELLER or Wipro Net without the prior
             permission of ICICI;

      (viii) any petition for winding up of the SELLER or Wipro Net is filed in
             any competent Court for winding up of the SELLER or Wipro Net and
             such petition has not been stayed or dismissed within a period of 3
             months after the same has been filed,

      (ix)   the Seller or Wipro Net is prevented by any competent regulatory
             agency from carrying on the Information Technology and Internet
             Service Provider business, respectively;

      (x)    failure of the SELLER to honour the Put Obligation

      (xi)   the equity shares of the SELLER are delisted from the Bombay Stock
             Exchange and the National Stock Exchange
<PAGE>

      "LIEN" means any mortgage, pledge, security interest, charge, lien or
      other encumbrance of any kind, or a contract to give or refrain from
      giving any of the foregoing, including any restriction imposed under
      applicable law or contract on the transferability of the Shares;

      "OPTION AGREEMENT" means the Option Agreement dated December 1999, entered
      into between the SELLER and ICICI;

      "PERSON" means any natural person, limited or unlimited liability company,
      corporation, partnership (whether limited or unlimited), proprietorship,
      Hindu undivided family, trust, union, association, government or any
      agency or political subdivision thereof or any other entity that may be
      treated as a person under applicable law;

      "PUT OBLIGATION" shall mean all the obligations and liabilities of the
      Company under the Option Agreement;

      "PUT OPTION" shall have the meaning ascribed thereto in the Option
      Agreement

      "PUT OPTION STRIKE PRICE" means price per share so as to yield a return to
      ICICI of 13.75% per annum compounded quarterly on the purchase price of
      Rs. 555.0 per share;

1.2   INTERPRETATION

      Unless the context of this Agreement otherwise requires:

      (a)    words of any gender are deemed to include each other gender;

      (b)    words using the singular or plural number also include the plural
             or singular number, respectively;

      (c)    the terms "hereof", "herein", "hereby", "hereto", and derivative or
             similar words refer to this entire Agreement;

      (d)    the term "Section" refers to the specified Section of this
             Agreement; and

      (e)    heading and bold typeface are only for convenience and shall be
             ignored for the purposes of interpretation.
<PAGE>

2.    SALE OF THE SHARES

      Subject to the terms and conditions of this Agreement, and in
      consideration for the payment of the Consideration, the SELLER shall sell
      and transfer to ICICI, and ICICI shall purchase such shares from the
      SELLER.

3.    CONSIDERATION

3.1   AMOUNT OF CONSIDERATION

      The consideration for the purchase of the Shares shall be Rupees 555.0 for
      each Share constituting an aggregate consideration of Rupees.
      99,42,18,675.00 (the "CONSIDERATION") for all the Shares.

4.1   SPECIAL CONDITIONS

      The sale and transfer of the Shares in accordance with this Agreement
      shall be subject to the following conditions:

      (i)    The SELLER shall provide to ICICI an option to sell upto 1,791,385
             numbers of the Shares to the SELLER at the Put Option Strike Price
             (as defined in the Option Agreement dated December 1999, entered
             into between ICICI and the SELLER),

      (ii)   The Put Obligation (as defined in the Option Agreement) shall be
             secured by pledge of shares of the SELLER by the Promoter so that
             the collateral value is at least twice the Put Obligation. The
             collateral value shall be arrived at by multiplying the number of
             shares of the SELLER pledged with ICICI with the last six months
             average closing price of the shares of the SELLER on the Bombay
             Stock Exchange. In the event that the collateral value falls below
             1.5 times the Put Obligation, the Promoter shall pledge such
             additional shares of the SELLER as required to restore the
             collateral value to two times the Put Obligation. In the event that
             the Collateral Value exceeds 2.5 times the Put Obligation, ICICI
             will release such shares from the pledge as may be required to
             restore the collateral value to twice the Put Obligation. In
             consideration of the SELLER providing the Put Option to ICICI, any
             dividends that may be paid by Wipro Net in respect of the Shares
             shall be paid on to the SELLER;
<PAGE>

      (iii)  ICICI shall provide to the SELLER or its nominee a call option on
             all the Shares, which call option may be exercised in the form and
             manner described in the Option Agreement;

      (iv)   The Parties shall undertake to maintain the confidentiality of the
             purchase price of the Shares throughout the tenure of the Option
             Agreement.

4.2   FAILURE TO COMPLY WITH CONDITIONS

      In the event that the conditions set forth in Section 4.1 hereof are not
      satisfied on or before January 31, 2000, this Agreement shall lapse and no
      party shall have any claim against the other under this Agreement.

5.    REPRESENTATIONS AND WARRANTIES

5.1   REPRESENTATIONS AND WARRANTIES OF THE SELLER

      The SELLER hereby represents and warrants to ICICI as follows:

(i)   the SELLER is a limited liability company duly organised, validly
      existing, and in good standing under the laws of India and is duly
      qualified and licensed to do business in each jurisdiction in which the
      character of its properties or the nature of its activities requires such
      qualifications;

(ii)  the SELLER has full corporate power and authority to enter into this
      Agreement and to take any action and execute any documents required by the
      terms hereof; and that this Agreement, entered into, have been be duly
      authorised by all necessary corporate proceedings, have been duly and
      validly executed and delivered by the SELLER, and, assuming due
      authorisation, execution and delivery by the ICICI, is a legal, valid, and
      binding obligation of the SELLER, enforceable in accordance with the terms
      hereof; and that the executants of this Agreement on behalf of the SELLER
      have been duly empowered and authorised to execute this AGREEMENT and to
      perform all its obligations in accordance with the terms herein;

(iii) no Consent, approval, Authorisation, order, registration or qualification
      of, or with, any court or regulatory authority or other governmental body
      having jurisdiction over the SELLER, the absence of which would adversely
      affect the legal and valid execution, delivery and performance by the
      SELLER of this Agreement or the documents and instruments contemplated
      hereby or the taking by the SELLER of any actions contemplated herein, is
      required;
<PAGE>

(iv)  neither the execution and delivery of this Agreement, the consummation of
      the transactions contemplated hereby, or the fulfillment of or compliance
      with the terms and conditions of this Agreement, conflict with or result
      in a breach of or a default under any of the terms, conditions or
      provisions of any legal restriction (including, without limitation, any
      judgement, order, injunction, decree or ruling of any court or
      governmental authority, or any federal, state, local or other law,
      statute, rule or regulation) or any covenant or agreement or instrument to
      which the SELLER is now a party, or by which the SELLER or any of the
      SELLER's property is bound, nor does such execution, delivery,
      consummation or compliance violate or result in the violation of the
      SELLER's Certificate of Incorporation, Memorandum and Articles of
      Association;

(v)   the SELLER has the legal capacity to enter into and perform this
      Agreement, and this Agreement constitutes a legal, valid and binding
      obligation of the SELLER enforceable against the SELLER in accordance with
      its terms;

(vi)  all the Shares are legally owned by the SELLER free from all Liens, and
      the SELLER is entitled to sell and transfer to ICICI the ownership of the
      Shares in accordance with the terms of this Agreement; and

(vii) the SELLER has not entered into any agreement or arrangement to sell,
      transfer, assign, create a Lien or otherwise dispose of the Shares to any
      Person other than in accordance with this Agreement.

5.2   REPRESENTATIONS AND WARRANTIES OF ICICI

      ICICI hereby represents and warrants to the SELLER as follows:

      (i)  it is duly organised and validly existing under the laws of India,
           and has full power and authority to enter into this Agreement and to
           perform its obligations under the Agreement; and

      (ii) the execution and delivery of this Agreement and the performance by
           it of its obligations under this Agreement has been duly and validly
           authorised by all necessary corporate action on the part of it. This
           Agreement constitutes a legal, valid and binding obligation of ICICI
           enforceable against it in accordance with its terms.
<PAGE>

      (a)    This Agreement shall be specifically enforceable at the instance of
             either Party.

      (b)    In the case of any time, period or date referred to in any
             provision of this Agreement, time shall be of the essence.
<PAGE>

      (c)    Notices, demands of other communication required or permitted to be
             given or made under this Agreement shall be in writing and
             delivered personally or sent by prepaid post with recorded
             delivery, or by telex or legible telefax addressed to the intended
             recipient at its address set forth below, or to such other address
             or telex or telefax number as either Party may from time to time
             duly notify to the others:

                If to the SELLER:

                     Wipro Limited
                     10th Floor, Du Parc Trinity
                     17, M.G. Road
                     Bangalore 560 001

                     Fax:    (91-80-5596752)
                     Attention:  Corporate Executive Vice President - Finance

                If to ICICI:

                     ICICI Limited
                     2nd Floor, East Wing
                     Raheja Towers
                     26-27, M.G. Road
                     Bangalore 560 001

                     Fax:    (91-08-5588556)
                     Attention: Zonal Manager

             Any such notice, demand or communication shall, unless the contrary
             is proved, be deemed to have been duly served at the time of
             delivery in the case of service by delivery in person or by post,
             and at the time of despatch in the case of service by telex or
             telefax.

      (d)    All expenses, charges and duties and other costs associated with
             purchase of the Shares shall be borne by the SELLER. The SELLER
             shall bear all stamp duty payable in connection with this Agreement
             and the purchase of the Shares by ICICI.

      (e)    No rights or liabilities under this Agreement shall be assigned by
             any of the Parties hereto without the prior written consent of the
             other Party.
<PAGE>

      (f)    This Agreement supersedes all prior discussions and agreements
             (whether oral or written, including all correspondence) if any,
             between the Parties with respect to the subject matter of this
             Agreement, and this Agreement contains the sole and entire
             agreement between the Parties hereto with respect to the subject
             matter hereof.

      (g)    Any provision of this Agreement which is invalid or unenforceable
             shall be ineffective to the extent of such invalidity or
             unenforceability, without affecting in any way the remaining
             provisions hereof.

      9.     ARBITRATION

      Any and all differences, disputes or questions arising out of or under or
      incidental to this agreement shall be resolved by recourses to arbitration
      to be conducted by a panel of three arbitrators, one of whom would be
      appointed by ICICI, one by Wipro and the third by the two arbitrators so
      appointed and shall be conducted in accordance with the Arbitration Act,
      1966. The venue of arbitration shall be Bangalore and the Arbitration
      Award shall be final and binding on the parties.

      IN WITNESS WHEREOF, the parties have entered in Agreement the day and year
      first above written:

WIPRO LIMITED                                   [GRAPHIC OF WIPRO LIMITED
                                                 CORPORATE SEAL OMITTED]
By: /s/

Name: S.C. Senapaty

Title:     Corporate Executive Vice President - Finance



ICICI LIMITED:

By: /s/ [illegible]

Name:

Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>16
<FILENAME>0016.txt
<DESCRIPTION>OPTION AGREEMENT DATED DECEMBER 28, 1999
<TEXT>

<PAGE>
                                                                   Exhibit 10.10

                 [GRAPHIC OF TWENTY RUPEES CURRENCY OMITTED]

                                                         22 OCT 1999

                                                         ICICI LIMITED
                                                         ICICI TOWERS
                                                         Bandra-Kurla Complex
                                                         Mumbai-400 051 (India)

                                OPTION AGREEMENT

THIS OPTION AGREEMENT (this "Agreement") entered into this 28th day of December,
1999, between:

(1)   ICICI LIMITED, a public limited company incorporated under the Indian
      Companies Act, 1913 and having its registered office at ICICI Towers,
      Bandra Kurla Complex, Bandra (East), Mumbai 400 051 (hereinafter referred
      to as 'ICICI', which expression shall, unless the context otherwise
      requires, be deemed to include its successors and permitted assigns);

(2)   WIPRO LIMITED, a public limited company incorporated under the Companies
      Act, 1956 and having its registered office at 10th Floor, Du Parc Trinity,
      17, M.G. Road, Bangalore 560 001 (hereinafter referred to as "the
      Company", which expression shall, unless repugnant to the context, be
      deemed to include its successors and permitted assigns).

ICICI and the Company are hereinafter collectively referred to as the
"PARTIES" and individually as a "PARTY")
<PAGE>

WHEREAS:

(A)   ICICI and the Company have entered into a Share Purchase Agreement dated
      December 28, 1999, whereby ICICI has agreed to purchase and the Company
      has agreed to sell to ICICI 1,791,385 equity shares of Wipro Net at Rs.
      555.0 per share.

(B)   One of the terms and conditions of the Share Purchase Agreement is that
      the Company will provide to ICICI a put option whereby ICICI may sell
      to the Company or its nominee up to 1,791,385 shares of Wipro Net at the
      Put Option Strike Price during the Put Option Period (the "Put
      Option"). ICICI will provide to the Company or its nominee a call
      option whereby the Company or its nominee may buy from ICICI 1,791,385
      Shares of Wipro Net at the Call Option Strike Price during the Call
      Option Period (the "Call Option").

NOW THEREFORE, the Parties hereto hereby agree as follows:

1.    DEFINITIONS

1.1   Capitalised terms used in this Agreement shall have the meanings set forth
      below:

      "WIPRO NET" means WIPRO NET LIMITED, a company incorporated under the
      Companies Act, 1956, having its registered office at 10th Floor, Du Parc
      Trinity, 17, M.G. Road, Bangalore 560 001;

      "SHARE PURCHASE AGREEMENT" means the share purchase agreement dated
      December 28th, 1999, entered into between ICICI and the Company;

      "PROMOTER" means any person who currently holds either directly or through
      investment companies controlled by him, the majority in the paid up equity
      share capital of the SELLER.

      "CALL NOTICE" means the notice given by the Company under Section 4.5
      hereof.

      "CALL OPTION PERIOD" means the period between 13 months and 18 months from
      the execution of the Share Purchase Agreement, unless otherwise agreed to
      by ICICI subject to the terms of Clause 3.1.

      "CALL OPTION STRIKE PRICE" means the price per share so as to yield a
      return to ICICI of 15.0% per annum compounded quarterly on the purchase
      price of Rs. 555.0 per share;

      "PLEDGE AGREEMENT" means the Share Pledge Agreement dated December
      __, 1999, between the Promoters and ICICI;
<PAGE>

      "PUT NOTICE" means the notice given by ICICI under Section 2.4 hereof;

      "PUT OBLIGATION" shall mean all the obligations and liabilities of the
      Company under this Agreement;

      "PUT OPTION EVENT" means the Event of Default as defined in the Share
      Purchase Agreement and includes:

      (i)     material breach of any of the representations and/or obligations
              under this Agreement;

      (ii)    failure of the Company to honour any of the obligations under this
              Agreement;

      "PUT OPTION PERIOD" means the period between 13 months and 18 months from
      the date of execution of the Share Purchase Agreement;

      "PUT OPTION STRIKE PRICE" means price per share so as to yield a return to
      ICICI of 13.75% per annum compounded quarterly on the purchase price of
      Rs. 555.0 per share;

      "CONSIDERATION" means the total consideration of Rs. 99,42,18,675 paid
      by ICICI to the Company for the purchase of the Shares;

      "SHARES" means the equity shares of Wipro Net purchased by ICICI under the
      Share Purchase Agreement;

      "SETTLEMENT DATE" means:

      (i)     in relation to the Put Option, the date specified in the Put
              Notice for making payment for the Put Obligation;

      (ii)    in relation to the Call Option the date specified in the Call
              Notice for making delivery of the Call Option Shares;

      "TRANSACTION DOCUMENTS" mean the Share Purchase Agreement, the Pledge
      Agreement and this Agreement, and any of the security documents or other
      documents and undertakings executed pursuant to the aforesaid documents.

1.2   Capitalised expressions used but not defined herein shall have the same
      meanings assigned to them in the Transaction Documents.
<PAGE>

2.    PUT OPTION

2.1   At any time during the Put Option Period or upon the occurrence of a Put
      Option Event in the opinion of ICICI, ICICI shall be entitled to deliver
      the Put Notice to the Company, to require the Company to purchase, or to
      cause the purchase of all or any of the Shares (the "PUT OPTION SHARES")
      at the Put Option Strike Price.

2.2   The delivery of the Put Notice shall constitute a binding agreement and
      obligation of the Company, notwithstanding any nomination, to purchase the
      Put Option Shares at the Put Option Strike Price as of the Settlement
      Date. The settlement in respect of the purchase and sale of the Put Option
      Shares shall occur on the relevant Settlement Date.

2.3   On the Settlement Date, the Company shall pay, or cause to be paid, in
      full without set-off, condition or counterclaim and free and clear of and
      without deduction of any taxes, duties, fees and other liabilities (save
      and except for taxes, if any, deductible at source obligated to be made
      under law) required to be paid or discharged by reason of transfer of the
      Put Option Shares, the Option Price in Rupees in the manner specified in
      the Put Notice, against the delivery of the Put Option Shares.

2.4   The Put Notice shall specify:

      (i)     the estimate of the Put Option Strike Price (but without prejudice
              to the actual Put Option Strike Price payable on the Settlement
              Date);

      (ii)    the Settlement date which date shall not be less than 7 days from
              the date of the Put Notice;

      (iii)   the basis on, or the reasons for, which the Put Option has been
              exercised;

      (iv)    the mode of payment of the Put Option Strike Price; and

      (v)     location for the settlement in Bangalore.

2.5   In the event that the Put Option cannot be exercised due to any regulation
      or the lack of any approval whatsoever, the Company shall deposit an
      amount equivalent to the Put Option Strike Price on the Settlement Date
      with ICICI as an advance against the purchase of the Shares. No interest
      is payable on such deposit made by the Company. The Company hereby agrees
      and covenants to identify an alternative purchaser to complete the
      transaction within 30 days of exercising the Put Option by ICICI failing
      which ICICI shall be entitled to forfeit the advance towards the Put
      Obligation.
<PAGE>

3.    CALL OPTION

3.1   At any time during the Call Option Period, the Company shall be entitled
      to deliver the Call Notice, to require ICICI to sell to the Company all of
      the Shares (the "CALL OPTION SHARES") at the Call Option Strike Price, on
      the Settlement Date. Provided that in the event the Company intends to
      exercise the Call Option within 13 months from the execution of the Share
      Purchase Agreement, the call option strike price would be calculated by
      discounting the Call Option Strike Price, as applicable at the end of 13
      months from the date of the execution of the Share Purchase Agreement, by
      the applicable ICICI cost of funds.

3.2   The delivery of the Call Notice shall constitute a binding agreement and
      obligation of ICICI, to sell the Call Option Shares specified in the Call
      Notice at the Call Option Strike Price as of the Settlement Date. The
      settlement in respect of the purchase and sale of the Call Option Shares
      shall occur on the relevant Settlement Date.

3.3   On the Settlement Date, the Company shall pay, or cause to be paid,
      notwithstanding any nomination, in full without set-off, condition or
      counterclaim and free and clear of and without deduction of any taxes,
      duties, fees and other liabilities save and except for taxes, if any,
      deductible at source obligated to be made under law) required to be paid
      or discharged by reason of transfer of the Call Option Shares, the Call
      Option Strike Price in Rupees in the manner specified in the Call Notice,
      against the delivery of the Call Option Shares.

3.4   The Call Notice shall specify:

      (i)     the Company's estimate of the Call Option Strike Price (but
              without prejudice to the actual Call Option Strike Price payable
              on the Settlement Date),

      (ii)    the Settlement date which date shall not be less than 7 days from
              the date of the Call Notice;

      (iii)   the mode of payment of the Call Option Strike Price; and

      (iv)    location for the settlement in Bangalore.
<PAGE>

4.    REPRESENTATIONS AND WARRANTIES

4.1   The Company hereby represents and warrants that:

      (a)  that the Company has the full power and authority to execute and
           deliver this Agreement and to incur its obligations and perform and
           observe its obligation under this Agreement;

      (b)  this Agreement constitutes the legal, valid and binding obligations
           of the Company, enforceable against the Company in accordance with
           terms hereof;

      (c)  the execution delivery and performance of this Agreement have been
           duly authorized by all necessary action, including corporate
           approvals and Board resolutions on the part of the Company;

      (d)  all authorizations, consents, approvals and licenses required for the
           execution, delivery and performance of this Agreement have been duly
           obtained or granted and are in full force and effect.

      (e)   the Put Obligation shall be secured by the pledge of the Pledged
            Shares.

4.2   ICICI hereby represents and warrants that:

      (a)  ICICI has the full power and authority to execute and deliver this
           Agreement and to incur its obligations and perform and observe its
           obligation under this Agreement;

      (b)  this Agreement constitutes the legal, valid and binding obligations
           of ICICI, enforceable against ICICI in accordance with terms hereof;

      (c)  the execution delivery and performance of this Agreement have been
           duly authorized by all necessary action, including corporate
           approvals and Board resolutions on the part of the Company;

      (d)  all authorizations, consents and approvals required for the
           execution, delivery and performance of this Agreement have been duly
           obtained or granted and are in full force and effect.
<PAGE>

5.    REMEDIES UPON EXERCISE OF PUT OPTION

5.1   In the event that the Company fails to perform its obligations to make
      payment to ICICI within the period stipulated in the Put Option Notice,
      ICICI shall have the right to enforce the Security as provided in Section
      2 of the Pledge Agreement without prejudice to any other rights and
      remedies available to ICICI under the Transaction Documents or under the
      law.

6.    INDEMNITY

      In the event of any breach by the Company of any representation, warranty,
      covenants or agreement made or given by the Company in this Agreement, the
      Company undertakes to indemnify and hold harmless ICICI to the extent of
      any and all damages (including all losses, costs, damages, fines, fees,
      penalties, out-of-pocket expenses under the applicable law, fees and
      expenses of attorney's, accountants and other expenses) suffered or
      incurred by ICICI, resulting from or consequent upon or relating to such
      breach of representation or warranty, covenant of agreement by the
      Company.

7.    MISCELLANEOUS

7.1   Costs and Charges

      The Company shall pay all taxes, stamp duties and other charges payable in
      or in connection with the execution of this Agreement.

7.2   Notices.

      Any notice or other communication given pursuant to this Agreement must be
      in writing and (a) delivered personally, (b) sent by facsimile
      transmission (c) or sent by registered mail, postage prepaid, as follows:

      If to ICICI:

                ICICI Limited
                2nd Floor, East Wing
                Reheja Towers
                26-27, M.G. Road
                Bangalore 560 001

                Fax No: (91-80-5588556)
                Attn: Zonal Manager
<PAGE>

      If to the Company:

                Wipro Limited
                10th Floor, Du Parc Trinity
                17, M.G. Road
                Bangalore 560 001

                Fax:  (91-80-5596752)
                Attn: Corporate Executive Vice President - Finance

      All the notices and other communications required or permitted under this
      Agreement that are addressed as provided in this Section 8.2 will (a) if
      delivered personally or by courier, be deemed given upon delivery; (b) if
      delivered by facsimile transmission, be deemed given when electronically
      confirmed; and (c) if sent by registered mail, be deemed given when
      received. Any Party from time to time may change its address for the
      purpose of notices to that Party by giving a similar notice specifying a
      new address, but no such notice will be deemed to have been given until it
      is actually received by the Party sought to be charged with the contents
      thereof.

7.3   Entire Agreement.

      This Agreement supersedes all prior discussions and agreements (whether
      oral or written, including all correspondence) among all of the Parties or
      some of the parties with respect to the subject matter of this Agreement,
      and this Agreement contains sole and entire Agreement between the Parties
      hereto with respect to the subject matter hereof.

7.4   Waiver.

      Any term or condition of this Agreement may be waived at any time by the
      party that is entitled to the benefit thereof. Such waiver must be in
      writing and must be executed by an authorised office of such party. A
      waiver on one occasion will not be deemed to be a waiver of the same or
      either under breach or non-fulfillment on a future occasion. All remedies,
      either under this agreement, or by law or otherwise afforded, will be
      cumulative and not alternative.

7.5   Amendment

      This Agreement may be modified or amended only by writing duly executed by
      or on behalf of each of the parties.
<PAGE>

7.6   Severability

      If any provision of this Agreement is held be illegal, invalid, or
      unenforceable under any present or future law, and if the rights or
      obligations under this Agreement of the parties will not be materially and
      adversely affected thereby (a) such provision will be fully severable; (b)
      this agreement will be construed and enforced as if such illegal, invalid,
      or unenforceable provision had never comprised a part hereof; and (c) the
      remaining provisions of the agreement will remain in full force and effect
      and will not be affected by the illegal, invalid or unenforceable
      provision or by its severance here from.

8.    ARBITRATION

Any and all differences, disputes or questions arising out of or under or
incidental to this agreement shall be resolved by recourses to arbitration to be
conducted by a panel of three arbitrators, one of whom would be appointed by
ICICI, one by Wipro and the third by the two arbitrators so appointed and shall
be conducted in accordance with the Arbitration Act, 1966. The venue of
arbitration shall be Bangalore and the Arbitration Award shall be final and
binding on the parties.

IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and
year first above written.

ICICI LIMITED

By:

Name:

Title:

WIPRO LIMITED                   [WIPRO LIMITED SEAL]

By: /s/

Name: S.C. Senapaty

Title: Corporate Executive Vice President - Finance
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>17
<FILENAME>0017.txt
<DESCRIPTION>PLEDGE AGREEMENT BY AZIM H. PREMJI
<TEXT>

<PAGE>
                                                                   Exhibit 10.11

                     [GRAPHIC OF RUPEES CURRENCY OMITTED]





                             SHARE PLEDGE AGREEMENT

THIS SHARE PLEDGE AGREEMENT made on this 28th day of December, One thousand Nine
Hundred and Ninety Nine between Shri Azim H. Premji s/o Shri M.H. Premji,
residing at Survey No. 11/1A, 2 & A3, Kempapura Yamlur Post, Varthur Hobli,
Bangalore South, Bangalore, (hereinafter referred to as the "Pledgor" which
expression shall unless it be repugnant to the subject or context thereof,
include his successors and assigns.)

                                  IN FAVOUR OF

ICICI LIMITED, a public company incorporated under the Indian Companies Act (VII
of 1913) and having its registered office at ICICI Towers, Bandra Kurla Complex,
Bandra East, Mumbai 4000 51 (hereinafter referred to as "ICICI", or the
"Pledgee" which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns.)
<PAGE>

WHEREAS

(1) By an agreement dated the 28th day of December, 1999 (the "Share Purchase
        Agreement") entered into with Wipro Limited, a company within the
        meaning of the Companies Act, 1956 and having its Registered Office at
        10th Floor, Du Parc Trinity,), M,G, Road, Bangalore 560 001 (hereinafter
        referred to as the "SELLER", which expression shall, unless it be
        repugnant to the subject or context thereof, include its successors and
        permitted assigns), ICICI has agreed to purchase 1,791,385 equity shares
        (the "Shares") of Wipro Net Limited a company within the meaning of the
        Companies Act, 1956 and having its registered Office at 10th Floor, Du
        Parc Trinity, 17, M.G. Road, Bangalore 560 001 (hereinafter referred to
        as the "Company", which expression shall unless repungent to the subject
        or context thereof mean and include its successors and assigns) on the
        terms and conditions contained in the Share Purchase Agreement.

(2)     By agreement dated the 28th day of December, 1999 (the "Put Option
        Agreement), the SELLER has provided a Put Option to ICICI whereby ICICI
        may at its option ask the SELLER or a nominee of the SELLER to buy upto
        1,791,385 Option Shares at the Option Strike Price on the Option Date.

(3)     As security for the performance of the SELLER's obligations under the
        Put Option Agreement, the Pledgor has agreed to pledge the Pledged
        Shares with ICICI.

The parties have agreed to record the creation of such security by the pledge of
shares on terms and conditions as hereinafter set forth.

NOW THEREFORE THESE PRESENTS WITNESSETH THAT:

1.      DEFINITIONS

The following words and expressions shall have the meaning assigned to
[illegible]

"ADDITIONAL PLEDGED SHARES" shall have the meaning ascribed to it in clause 2
(c) of this Agreement.

"COLLATERAL VALUE" means at any given point of time during the tenure of the Put
Option Agreement, the number of Pledged Shares multiplied by the average closing
price of the Pledged Shares on the Bombay Stock Exchange over the preceding six
months.

"DEPOSITORY" shall mean the National Depository Services Limited.

"EVENTS OF DEFAULT" shall include in addition to the event of default as listed
in the Put Option Agreement, each of the following events:

a)      Failure of the SELLER to purchase the Put Option Shares under the Put
        Option Agreement or to comply with the terms and conditions of the Put
        Option Agreement.
<PAGE>

b)      Any warranty and representation of the SELLER under the Put Option
        Agreement being inaccurate false or misleading.

c)      Failure of the Pledgor to comply with, or perform any other term,
        obligation, covenant or condition contained in this Agreement.

d)      Any warranty or representation of the Pledgor under this Agreement being
        false, inaccurate or misleading in any respect, either now or at the
        time made or furnished or deemed to be made or furnished.

"PLEDGED SHARES" shall have the meaning ascribed thereto in clause 2 (a) of this
Agreement.

"SECURED OBLIGATIONS" shall mean all obligations and liabilities whatsoever of
the SELLER under the Put Option Agreement.

All capitalized terms and expressions used in this Agreement but not defined
herein shall have the meanings ascribed to them in the Share Purchase
Agreement or as in the Option Agreement, as the case may be.

2.      PLEDGE OF SHARES

        As security for the due payment, discharge, observance and compliance
        with the Secured Obligations, the Pledgor:

        a)      hereby pledges in favour of ICICI 2,062,595 equity shares of
                Wipro Limited which are held by the Pledgor and which are in a
                dematerialised form and more particularly described in the
                Schedule hereto ("Pledged Shares") by way of constructive
                delivery by instructing Indus IND Bank Limited, the Plegor's
                Depository Participant ("DP") (a) to debit the Pledged Shares
                from the free/locked in balances of the Pledgor and credit the
                Pledged Shares as pledged balances of the Pledgor, (b) to
                communicate [illegible] of the Pledge and (c) to make entries in
                its records accordingly, with intent to create pledge thereon to
                secure the SELLER's Secured Obligations;

        b)      hereby declares that the Depository has approved the creation of
                the aforesaid pledge in favour of ICICI and has confirmed that
                the said pledge has been noted in its records in accordance with
                the provisions of the Depositories Act, 1996 and the rules made
                thereunder;

        c)      hereby, as beneficial owner of the Pledged Shares, charges by
                way of pledge in favour of ICICI all the right, title and
                interest of the Pledgor both present and future, in respect of
                the Pledged Shares.
<PAGE>

3.      REPRESENTATIONS AND WARRANTIES

        The Pledgor represents and warrants to ICICI that:

        a)      The Pledgor is the sole legal and beneficial owner of the
                Pledged Shares and [illegible] encumbrance or charge whatsoever
                exists or will exist upon the Pledged Shares at any time (and
                no right or option to acquire the same exists in favour of any
                other person), and the pledge and security interest in favour of
                ICICI created or provided herein constitutes an exclusive and
                first priority security interest in and to the Pledged Shares.

        b)      The Depository has confirmed the creation of the aforesaid
                pledge and has noted the same in its records in accordance with
                the provisions of the Depositories Act and the rules made
                thereunder;

        c)      The Pledgor has handed over and delivered appropriate
                instructions to the DP to accept invocation, if any of the
                pledge by the Pledgee, at any time upon the occurrence of an
                Event of Default.

        d)      The Pledged Shares are duly authorised, validly existing and
                fully paid up.

        e)      The Pledgor has obtained all the requisite governmental and
                statutory approvals required for the purchase of, or
                subscription to the Pledged Shares of the Pledgor, as well as
                for the pledge thereof in favour of ICICI; and that this
                Agreement has been duly authorised by all necessary corporate
                proceedings, has been duly and validly executed and delivered by
                the Pledgor, and constitutes a legal, valid, and binding
                obligation of the Pledgor, enforceable in accordance with the
                terms hereof;

        f)      The Pledgor has the full right, power and authority to enter
                into this Agreement and to pledge the Pledged Shares. There are
                no defaults [illegible] shares and there are no set-offs or
                counterclaims to the same. The Pledgor will strictly and
                promptly perform each of the terms, conditions and covenants and
                agreements related to the Pledged Shares which are to be
                performed by the Pledgor.

        g)      The execution and delivery of this Agreement will not violate
                any agreement governing the Pledgor to which the Pledgor is a
                party.
<PAGE>

4.      PRESERVATION OF SECURITY

4.1     The security constituted by this Agreement in favour of ICICI until
        termination in accordance with Clause 13 hereof:


        (a)     [illegible] intermediate payment or satisfaction of the whole or
                any part of the Secured Obligations; and

        (b)     shall be in addition to and shall not be affected by any other
                security interest now or subsequently held by ICICI for all or
                any of the Secured Obligations.

4.2   Where any discharge is made in whole or in part, or any arrangement is
      made on the faith of any payment, security or other disposition which is
      avoided or must be restored on the insolvency, liquidation or otherwise
      without limitation, this security and the liability of the pledgor under
      this Agreement shall continue as if the discharge or arrangement has not
      occurred.

4.3   The obligations of the Pledgor under this Agreement shall not be
      [illegible] provision might operate to release or exonerate the Pledgor
      from any of its obligations under this Agreement or affect or diminish in
      whole or in part, including without limitation, and whether or not known
      to the Pledgor, ICICI or any other person whatsoever:

      (a)       any time, indulgence or waiver granted to, or composition with
                the SELLER (under the Put Option Agreement, or hereunder) or any
                other person; or

      (b)       the variation, compromise, exchange, renewal or release of, or
                refusal or neglect to perfect or take up or enforce, any terms
                of the Put Option Agreement any right and remedies against, or
                any security granted by the Pledgor or any other person; or

      (c)       [illegible] any obligations of the SELLER under the Put Option
                Agreement, or the Agreement or any other document or security or
                any present or future law or order of any government agency
                (whether of right or in fact) purporting to reduce or otherwise
                affect any of such obligations under this Agreement shall remain
                in full force and this Agreement shall be construed accordingly
                as if there were no such irregularity, unenforceability,
                invalidity, or frustration; or

      (d)       any lawful limitation, disability, incapacity or lack of powers,
                authority or legal personality or dissolution or change in
                status of or other circumstances relating to the Pledgor or
                SELLER or any other person, or any amendment or variation of the
                terms of the [illegible]
<PAGE>

4.4   Until the Secured Obligations are met in full under the Put Option
      Agreement, the Pledgor hereby irrevocable waives and agrees that he will
      not assert any right of subrogation, contribution or indemnity he may have
      (whether vis-a vis the SELLER, any other guarantor, pledgor or otherwise)
      as a result of the enforcement of the pledge by ICICI under this
      Agreement.

5. FURTHER ASSURANCE AND REMEDIES

   In furtherance of the grant of the pledge and the security interest, the
   Pledgor hereby agrees with ICICI as follows:

5.1   The Pledgor shall:

      (a)       permit representatives of ICICI upon reasonable [illegible] to
                inspect and make abstracts from its books and records pertaining
                to the Pledged Shares and permit representatives of ICICI to be
                present at the Pledgor's place of business to receive copies of
                all communications and remittances related to the Pledged
                Shares, all in such manner as ICICI may require;

      (b)       not, at any time during the continuance of the security created
                hereunder, instruct the DP to stop the transfer of the Pledged
                Shares in ICICI's name or in the name of the purchasers of the
                same in the event of ICICI exercising the right of sale of the
                Pledged Shares under this Agreement or otherwise.

      (c)       not at any time instruct the DP to sell or otherwise transfer
                the Pledged Shares other than in the manner contemplated by
                this Agreement.

5.2   PRESERVATION OF RIGHTS

      The Pledgor agrees that the security created by this Agreement shall be in
      addition to and not in substitution for any other security which may now
      or hereafter secure the SELLER's obligations towards ICICI under the Put
      Option Agreement and may be enforced without ICICI being first required to
      have recourse to such security or to initiate proceedings against the
      SELLER (under the Put Option Agreement or hereunder).

6.    UNDERTAKINGS

(a)   In the event that the Collateral Value falls below 1.5 times of the
      Secured Obligation, the Pledgor undertakes to pledge such additional
      shares of the SELLER as part of [illegible] the value of the Secured
      Obligation. All such additional shares pledged shall be deemed to form
      part of the Pledged Shares and shall be governed by the terms and
      conditions of this Agreement.
<PAGE>

(b)   The Pledgor undertakes to provide ICICI with confirmation and account
      statements from the Pledgor's DP as may be required by ICICI from time to
      time.

(c)   The Pledgor undertakes that in order to perfect or make more effective the
      ICICI's security interest in the Pledged Shares, it shall, from time to
      time execute such other instruments as are necessary to effectively vest
      in the Pledgee or its nominee, such other deeds, writings and instruments
      [illegible] and things as ICICI or its nominees might require.

7.    LIMITATIONS ON OBLIGATIONS OF ICICI

      a)        ICICI shall have no obligation to protect the Pledged Shares or
                its value. In particular, ICICI shall have no responsibility,
                and no claim or action shall be initiated against ICICI for (a)
                any depreciation in value of the Pledged Shares or for the
                collection or protection of any income of proceeds from the
                Pledged Shares (b) preservation of rights against parties to the
                Pledged Shares or against third persons (c) ascertaining any
                maturities, calls, conversions, exchanges, offers, tenders or
                other similar matters relating to any of the Pledged Shares or
                (d) informing the Pledgors of any of the above, whether or not
                ICICI has or is [illegible] Secured Obligation, ICICI will
                release such shares from the pledge as may be required to
                restore the Collateral Value to twice the Secured Obligation.

8.    GENERAL

      a)        So long as no Event of Default shall have occurred and be
                continuing, the Pledgor shall have the right to exercise all
                voting and other powers of ownership, including the right to
                receive dividends or other accretions to the Pledged Shares
                except the right to sell, transfer, assign, charge, pledge or
                otherwise encumber the Pledged Shares and for all purposes not
                inconsistent with the terms of this Agreement, provided that the
                Pledgor agrees that it will [illegible] and will not vote in
                favour of any resolution which would have the effect of changing
                the terms of the Pledged Shares or any rights attaching to the
                Pledged Shares in any way.

      b)        Unless an Event of Default has occurred and is continuing, the
                Pledgor shall be entitled to receive and retain any dividends on
                the Pledged Shares.
<PAGE>

      c)        If any Event of Default shall have occurred, then so long as
                such Event of Default shall continue and whether or not ICICI
                exercises any available right to declare any Secured Obligation
                due and payable or seeks or pursues any other relief or remedy
                available to them under applicable law or under this Agreement
                and the Put Option Agreement

                   (i)   all dividends and other distributions, if any, on the
                         Pledged Shares shall be paid directly to ICICI and to
                         the terms [illegible] of the Pledged Shares, subject
                         request in writing, the Pledgor agrees to execute and
                         deliver to ICICI appropriate additional dividend,
                         distribution and other orders and documents to that
                         end, provided that if such Event of Default is cured,
                         any such dividend or distribution therefor paid to
                         ICICI shall, upon request of the Pledgor (except to the
                         extent therefore applied to the Secured Obligations) be
                         returned by ICICI to the Pledgor.

                   (ii)  the Pledgor hereby irrevocably authorise ICICI to
                         attend any general meeting of members or meeting of any
                         class of members or meeting of creditors of the SELLER
                         and to exercise the voting rights in respect of the
                         Pledged Shares in any manner as ICICI may choose in its
                         agreement with the SELLER with the instructions
                         [illegible] and when any intimation is received from
                         ICICI in this behalf, ICICI should be permitted to
                         attend and exercise the voting rights in respect of the
                         Pledged Shares of any matter at any meeting of the
                         SELLER. The Pledgor shall also arrange with the SELLER
                         for forwarding copies of the notices of the meeting to
                         ICICI as and when such notices are issued to the
                         shareholders.

                   (iii) The Pledgor shall also furnish a letter from the SELLER
                         confirming the arrangement set out in this clause 8(c)

9.     SALE OF PLEDGED SHARES

       Without prejudice to the rights of ICICI as contained in the Share
       Purchase Agreement and [illegible] related thereto, upon the occurrence
       of an Event of Default, ICICI may subject to five (5) days prior notice
       to the Pledgor, sell, assign or otherwise dispose off all or any part of
       the Pledged Shares at such place or places as ICICI may deem fit and for
       cash or on credit or for future delivery (without hereby assuming any
       credit risk), at public or private sale, without demand of performance or
       notice of intention to effect any such disposition or of time or place
       thereof and ICICI or anyone else may be the purchaser, lessee, assignee
       or recipient of any or all of the Pledged Shares so disposed of at any
       sale and thereafter hold the same
<PAGE>

       absolutely, free from any claim or right of whatsoever kind, including
       without limitation any right or equity of redemption (statutory or
       otherwise), of the Pledgor, any such demand, notice of right and equity
       being hereby expressly waived and released, and the Pledgor shall cause
       such interest of ICICI, the subsequent purchaser, lessee, assignee or
       [illegible] ICICI may without notice adjourned from time to time by
       announcement at the time and place fixed for the sale and such sale may
       be made at any time or place to which the same may be so adjourned.
       Provided that for the purposes of this clause 9, any notice or demand
       provided or made by ICICI or the SELLER under the Put Option Agreement
       shall qualify as, and deemed to be sufficient and notice to the Pledgor
       prior to the sale of the Pledged Shares. The Pledgor hereby acknowledges
       and confirms the reasonableness and sufficiency of the mode of issue and
       length of the notice period, as specified in this clause 9.

10.    NO LIABILITY ON SALE OF PLEDGED SHARES

       [illegible] of the sale of the Pledged Shares or any part thereof. The
       Pledgor hereby waives any claims against the Pledgee arising by reason of
       the fact that the price at which the Pledged Shares may have been sold at
       such a sale was less than the price that might have been obtained at
       another sale or was less than the aggregate amount of the Secured
       Obligations, even if the Lenders accept the first offer received and does
       not offer the Pledged Shares to more than one offeree. It is further
       agreed, that in the event of a sale, the Pledgor will fully co-operate
       with the Pledgee to effect such sale.

11.   APPLICATION OF PROCEEDS

      Except as otherwise herein expressly provided, the proceeds of any
      collection, sale or other alienation of all or any part of the Pledged
      Shares [illegible] applied by ICICI

      a)     First, to the payment of the costs and expenses of such collection,
             sale or other realisation including out-of-pocket costs and
             expenses of ICICI and the fees and expenses of its agents and
             counsel and all reasonable expenses and advances made or incurred
             by ICICI in connection therewith;

      b)     Next, to the payment in full of the Secured Obligations; and

      c)     Finally, to the payment to the Pledgor of the surplus then
             remaining.

      On the realisation by ICICI of all the Secured Obligations and all other
      costs and expenses incurred by ICICI (if any), the Shares shall be
      transferred to the SELLER
<PAGE>

12.   CONSTITUTED ATTORNEY

      Without limitation any rights or powers granted to ICICI [illegible]
      ICICI is hereby appointed the constituted attorney [illegible] purpose of
      carrying out the provisions of this Agreement at any time whether an
      Event of Default has occurred or not and taking any action and executing
      any deeds, documents or instruments that ICICI may deem necessary or
      advisable in relation to the transactions contemplated by or permitted
      hereunder, including the pledge or sale of the Pledged Shares, execution
      of transfer deeds, giving instructions to the DP for transfer of Shares
      pursuant to the sale which appointment as constituted attorney is
      irrevocable. Without limiting the generality of the foregoing, so long as
      ICICI shall be entitled under this Agreement to receive collection in
      respect of the Pledged Shares, ICICI shall have the right and power to
      [illegible] payable to the order of the Pledgors representing any
      dividend, payment or other distribution in respect of the Pledged Shares
      or any part thereof and give full discharge for the same.

13.   TERMINATION

      When all the monies payable under the Put Option Agreement shall have been
      unconditionally and irrevocable paid in full and confirmed in writing by
      ICICI, this Agreement shall terminate and ICICI shall cause to be
      delivered against receipt, at Pledgor's cost but without recourse,
      warranty or representation whatsoever, any remaining Pledged Shares to or
      to the order of the Pledgor upon such termination.

14.   FURTHER ASSURANCES

      The Pledgor agrees that, from time to time, upon the written request of
      ICICI, the Pledgor will, at its cost, execute and deliver such other
      documents and do such other acts and things as ICICI may request in order
      to fully effect the purpose of this Agreement.

15.   CALLS

      The Pledgor will pay all calls on unpaid or partly paid up shares which
      have been subscribed for at the time such call is made and all other
      payments which may become due in respect of any of the Pledged Shares. In
      the event of a failure on part of the Pledgor in making payments as
      aforesaid, ICICI may, but shall not be obliged to make the said payment.
      Any such amounts paid by ICICI as aforesaid shall be promptly reimbursed
      by the Pledgor along with interest thereon upon shall be a charge on the
      Pledged Shares. The Pledgor hereby indemnifies ICICI against all costs,
      expenses, damages or losses that they may incur or suffer in respect of
      the Pledged Shares.
<PAGE>

16.   LIABILITY TO PERFORM

16.1  Notwithstanding anything to the contrary herein contained, at all times
      until ICICI or its nominee(s) become(s) the owners of the Pledged Shares,
      the Pledgor shall remain liable to observe and perform all of the other
      conditions and obligations assumed by it in respect of the Pledged Shares
      and ICICI or its nominee(s) shall not be under any obligation or liability
      by reason of or arising out of this Agreement.

16.2  Subject to any requirements or applicable law, ICICI shall not be required
      to perform or fulfill any obligation of the Pledgor in respect of the
      Pledged Shares nor to make any payment, nor to make any inquiry as to the
      nature or sufficiently of any payment received by it or the Pledgor, not
      to present or file any claim or take any other action to collect or
      enforce the payment or an amount to which it may have been or to which it
      may be entitled under this Agreement at any time or times.

17.   NO WAIVER

      No failure on the part of ICICI or any of its agents to exercise, and no
      course of dealing with respect to, and no delay in exercising any rights,
      power or remedy hereunder shall operate as waiver thereof, not shall any
      [illegible] by ICICI or any of their agents of any right, power or remedy
      hereunder preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy. The remedies herein are cumulative
      and not exclusive of any remedies provided by law.

18.   GOVERNING LAW

      This Agreement shall be governed by and construed in accordance with the
      laws of India.

19.   NOTICES

      All notices required or provided for this Agreement shall be given in
      writing in English by prepaid registered post (or by prepaid registered
      airmail if addressed outside the country from which it is mailed) or by
      telex or facsimile and shall be forwarded to the following respective
      address of the parties hereto.

      Notice shall be deemed [illegible]

20.   WAIVERS ETC.

      The term of this Agreement may be waived, altered or amended only by an
      instrument in writing duly executed by ICICI and the Pledgor. Any such
      amendment or waiver shall be binding upon ICICI and the Pledgor.
<PAGE>

21.   SUCCESSORS

      This Agreement shall be binding on and inure to the benefit of the
      respective successors and assigns of ICICI and the Pledgor, provided,
      however, that the Pledgor shall not assign or transfer their rights
      hereunder to any party without the prior written consent of ICICI.

22.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts all of which
      together shall constitute one and the same instrument and any of the
      parties hereto may execute this Agreement by signing any such counterpart.

23.   SEVERABILITY

      If any provision hereof is invalid and unenforceable, then, to the fullest
      extend permitted by law (1) the other provisions hereof shall remain in
      full force and effect and shall be construed in order to carry out the
      intention of the parties hereto as nearly as may be possible and (II) the
      invalidity or unenforceability of any provision hereof in any jurisdiction
      shall not affect the validity or enforceability of such provision.

      SIGNED AND DELIVERED by Shri Azim H. Premji

      [illegible] on this __ day of

      December Nineteen Hundred and Ninety Nine



      SIGNED AND DELIVERED by the withinnamed ICICI Limited
      by the hands of Shri V.M. Velka, it's authorised signatory.

      /s/ V.M. Velka
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>18
<FILENAME>0018.txt
<DESCRIPTION>LOAN AGREEMENT DATED SEPTEMBER 28, 1995
<TEXT>

<PAGE>
                                                                   Exhibit 10.12

                  [GRAPHIC OF TWENTY RUPEES CURRENCY OMITTED]




                                 LOAN AGREEMENT

         THIS AGREEMENT made this 28th day of September One Thousand Nine
Hundred and Ninety Five between WIPRO FINANCE LIMITED, a company within the
meaning of the Companies Act, 1956 (1 of 1956) and having its Registered Office
at Bakhtawar, 229, Nariman Point, Bombay - 400 021 (hereinafter referred to as
the "Borrower", which expression shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns);

                                         AND

         THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED, a
public company incorporated under the Indian Companies Act, 1913 (7 of 1913) and
having its Registered Office at 163, Backbay Reclamation, Bombay - 400 020 and a
Zonal Office at 'Raheja Towers', East Wing, II Floor, 26-27, M.G. Road,
Bangalore - 560 001 (hereinafter referred to as "the Lender", which expression
shall, unless it be repugnant to the subject or context thereof, include its
successors and assigns);
<PAGE>

                                     : 2 :

                                    ARTICLE I

                         DEFINITIONS; GENERAL CONDITIONS

I.    DEFINITIONS

1.1   The following terms shall have the following meanings :-

(a)   'General Conditions' means the GENERAL CONDITIONS No. GC-I-86 APPLICABLE
      TO ASSISTANCE PROVIDED BY FINANCIAL INSTITUTIONS.

(b)   'Project' means the project to be financed as described in Schedule I
      hereto;

(c)   'Financing Plan' means the financing plan as described in Schedule II
      hereto.

(d)   'ICICI Advance Rate' means the percentage rate per annum decided by ICICI
      from time to time as applicable for Rupee Loans to Prime borrowers plus
      applicable interest tax or other statutory levy, as notified by ICICI from
      time to time.

(e)   'Business Day' means the day on which the Zonal/Branch Office of ICICI, as
      described in this Agreement, or such other office as may be notified by
      the Lender to the Borrower is open for business.

1.2   GENERAL CONDITIONS

      The Loan hereby agreed to be granted by the Lender shall be subject to the
      Borrower complying with the terms and conditions set out herein and also
      in the General Conditions, a copy of which is annexed hereto. The General
      Conditions shall be deemed to form part of this Agreement and shall be
      read as if they are specifically incorporated herein.

      Provided, however, that the General Conditions shall in their application
      to this Agreement stand modified as under:

a)   The words "commitment charge" wherever they appear stand deleted.

b)   "Section 4.16 - PLACE AND MODE OF PAYMENT BY THE BORROWER" be substituted
      by the following :-

      "Section 4.16 - PLACE AND MODE OF PAYMENT AND CREDIT

      THEREFOR -

          All monies payable by the Borrower to the Lender shall be paid to the
      Lender at their office at Bombay or at such other place(s) as may be
      specified by them by telegraphic, telex or mail transfer to the account of
      such office(s) or by cheque or bank draft in favour of the respective
      Lenders on a scheduled bank at Bombay or such other place(s) or to such
      other account(s) as the Lenders may notify to the Borrower and shall be so
      paid as to enable the respective Lenders to realise, at par, the amount on
      or before the relative due date.
<PAGE>

                                     : 3 :

      Credit for all payments by local cheque/bank draft will be given on the
      Lenders' immediately next working day after the date of receipt of the
      instrument or the relative due date, whichever, is later.

      Credit for all payments by outstation cheque/bank draft will be given only
      on realisation or on the relative due date, whichever, is later."

c)    Sub clause (v) of Section 7.4 - `Nominee Director' be substituted by the
           following :-

      (v)    The Nominee Director(s) shall be entitled to receive all notices,
             agenda, minutes of Board Meetings, etc. and to attend all General
             Meetings and Board Meetings and meetings of any Committees of the
             Board of which he is a member."

d)    "Section - 14.2 EVIDENCE OF DEBT" be substituted by the following : -

      "Section - 14.2 EVIDENCE OF DEBT"

a)    The Lender shall maintain, in accordance with its usual practice, accounts
      evidencing the amounts from time to time lent by and owing to it under the
      Loan Agreement and the security documents executed in favour of the
      Lender.

b)    In any legal action or proceedings arising out of or in connection with
      the Loan Agreement, the entries made in the accounts maintained pursuant
      to sub-clause (a) above shall be prima-facie evidence of the existence and
      amount of obligations of the Borrower as therein recorded".

e)    Sub-Clause (i) of Section 4.3 of Article IV 'INTEREST' be substituted by
      the following :-

      "All interest on the Loans and on all other monies accruing due under the
      Loan Agreement shall, in case the same be not paid on the respective due
      dates, carry interest/further interest at the maximum lending rate of the
      Lenders on Rupee Loan(s) as prevailing from time to time or at the
      applicable rate under the Loan Agreement, whichever, is higher. Such
      interest will be computed from the respective due dates and shall become
      payable upon the footing of compound interest with quarterly rests as
      provided in the Loan Agreement. The maximum Lending rate of the Lenders on
      Rupee Loan shall until creation of final security for the Loan(s), be
      increased by 1.05% per annum".

f)    Section 4.1 'TERMS OF DISBURSEMENT' of Article IV be substituted by the
      following :-

      "Section 4.1 - TERMS OF DISBURSEMENT

      i)     The Loans will be disbursed by the Lenders in one or more
             instalment(s) as may be decided by the Lenders subject to the
             Borrower complying with the provisions of the Loan Agreement and
             the disbursement procedure stipulated by the Lenders and the
             expenditure incurred on the Project being in consonance with the
             details mentioned in the Loan Agreement. All disbursements shall be
             by cheque(s)/authorisation(s) and the collection/remittance charges
             will be borne by the Borrower. The interest on the Loans will
             accrue as from the date of the cheque(s)/authorisation(s) of the
             Lenders.
<PAGE>

                                     : 4 :

      ii)    In the event of the Lender(s) agreeing to disburse any amount of
             the Loans pending creation of final security as stipulated in the
             Loan Agreement, the same may be disbursed on such terms as may be
             decided by the Lenders".

g)    Section 4.2 'ADJUSTMENT OF OVERDUES' of Article IV be substituted by the
      following :

      "Section 4.2 - ADJUSTMENT OF OVERDUES

      The Lender may deduct from sums to be lent to the Borrower any monies then
      remaining due and payable by the Borrower to the Lenders".

h)    In Section 4.11 'LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS', "2%" shall be
      substituted by "2.1%"
<PAGE>

                                     : 5 :

                                   ARTICLE II

                           AGREEMENT AND TERMS OF LOAN

2.1   AMOUNT AND TERMS OF LOAN :

      The Borrower agrees to borrow from the Lender and the Lender agrees to
      lend to the Borrower, on the terms and conditions contained herein as also
      in the General Conditions, sum to the maximum extent of Rs.3000 lacs
      (Rupees three thousand lacs only) (hereinafter referred to as the 'Loan')

2.2   INTEREST  :

(i)   The Borrower shall pay to the Lender interest on the principal amount of
      the Loan outstanding from time to time, quarterly in each year, on January
      15, April 15, July 15 and October 15. The rate of interest for each
      disbursement shall be 3.25% over the ICICI Advance Rate as prevailing on
      the date of each disbursement out of the Loan.

(ii)  The Lender may, in its sole discretion charge interest on the Loan at the
      weighted average rates. For the purpose of this clause "weighted average
      rates" means the weighted mean of the rates of interest applicable to the
      Loan. The Loan shall carry interest at such weighted average rate subject
      to the following proviso :-

      Provided that the aforesaid ICICI Advance rate will be reset on the expiry
      of three years from the date of first disbursement out of the Loan and the
      Borrower shall pay interest at such reset rate as may be notified by the
      Lender to the Borrower.

      Provided further that in the event of an increase in the rate of interest
      arising out of such reset, the Borrower shall have the option to prepay to
      the Lender on such reset date the entire outstanding of the Loan together
      with all outstanding interest and other charges and monies payable
      thereon.

(iii) The Borrower shall also pay to the Lender, interest on all other monies
      payable to the Lender under this Agreement, at the maximum lending rate of
      the Lender on Rupee Loans as prevailing from time to time or at the
      Applicable Rate under this Agreement, whichever is higher. Such interest
      shall also be paid quarterly on the same dates as referred to in
      sub-clause (i) above.

2.3   DRAWDOWN SCHEDULE

      The Borrower shall provide to the Lender on or before the signing of this
      Agreement a draw down schedule in writing for the entire Loan,
      disbursements pursuant to which shall however be subject to the provision
      of Section 4.1 of the General Conditions.

2.4   NOTICE OF DRAWAL

      The Borrower shall furnish to the Lender a notice of drawal not more than
      90 days nor less than 25 Business Days before the draw down date, which
      draw down date should be a Business Day.
<PAGE>

                                     : 6 :

2.5   LAST DATE OF WITHDRAWAL

      Unless the Lender otherwise agrees, the right to make drawals from the
      Loan shall cease on March 31, 1996.

2.6   IMPOSTS, COSTS AND CHARGES

      i)     The Borrower shall, during the currency of the Loan bear all such
             imposts, duties and taxes (including interest and other taxes, if
             any) as may be levied from time to time by the Government or other
             authority pertaining to or in respect of the Loan;

      ii)    The Borrower shall pay all other costs, charges (including cost of
             investigation of title to the Borrowers properties and protection
             of the Lender's interest) and expenses in anyway incurred by the
             Lender and such additional stamp duty, other duties, taxes charges
             and other penalties if and when the Borrower is required to pay
             according to the laws for the time being in force in the State in
             which its properties are situated or otherwise.

      iii)   In the event of the Borrower failing to pay the monies referred to
             in sub-clause (i) and (ii), the Lender will be at liberty (but
             shall not be obliged) to pay the same. The Borrower shall reimburse
             all sums paid by the Lender in accordance with the provisions
             contained herein".

2.7   REPAYMENT :

      The Borrower undertakes to repay the principal amounts of the Loan in
      accordance with the Amortization Schedule set forth in Schedule III
      hereto.

2.8   CONVERSION RIGHT IN CASE OF DEFAULT

      If the Borrower commits a default in payment or repayment of two
      consecutive installments of principal amounts of the Loan or interest
      thereon or any combination thereof, then the Lender shall have the right
      to convert (which right is hereinafter referred to as "the conversion
      right") at its option the whole of the outstanding amount of the Loan,
      into fully paid-up equity shares of the Borrower, at par, in the manner
      specified in a notice in writing to be given by the Lender to the Borrower
      (which notice is hereinafter referred to as the "notice of conversion")
      prior to the date on which the conversion is to take effect, which date
      shall be specified in the said notice (which date is hereinafter referred
      to as the "date of conversion").

      It shall not be construed as a default, if the Borrower approaches the
      Lender well in advance for postponement of principal or interest, as the
      case may be, and the Lender agrees to the same.
<PAGE>

                                     : 7 :

      (i)    On receipt of notice of conversion, the Borrower shall allot and
             issue the requisite number of fully paid-up equity shares to the
             Lender as from the date of conversion and the Lenders shall accept
             the same in satisfaction of the principal amount of the Loan to the
             extent so converted. The part of the Loan so converted shall cease
             to carry interest as from the date of conversion and the Loan shall
             stand correspondingly reduced. Upon such conversion, the
             instalments of the Loan payable after the date of conversion as per
             Schedule III hereto shall stand reduced proportionately by the
             amounts of the Loan so converted. The equity shares so allotted and
             issued to the Lender shall carry, from the date of conversion, the
             right to receive proportionately the dividends and other
             distributions declared or to be declared in respect of the equity
             capital of the Borrower. Save as aforesaid, the said shares shall
             rank pari passu with the existing equity shares of the Borrower in
             all respects. The Borrower shall, at all times, maintain sufficient
             unissued equity shares for the above purpose.

      (ii)   The conversion right reserved as aforesaid may be exercised by the
             Lender on one or more occasions during the currency of the Loan on
             the happening of the event specified above.

      (iii)  The Borrower assures and undertakes that in the event of the Lender
             exercising the right of conversion as aforesaid, the Borrower shall
             get the equity shares which will be issued to the Lender as a
             result of the conversion, listed with the Bombay and Bangalore
             Stock Exchanges and those Stock Exchange(s) where the Borrowers
             shares are listed.
<PAGE>

                                     : 8 :

                                   ARTICLE III

                                    SECURITY

3.1   SECURITY FOR THE LOAN

(A)   The Loan together with all interest, liquidated damages, premia on
      prepayment or on redemption, costs, expenses and other monies whatsoever
      stipulated in this Agreement shall be secured by an exclusive charge by
      way of hypothecation in favour of the Lender of all the Borrower's
      moveables (save and except book debts), including movable machinery,
      machinery spares, tools and accessories, present and future, acquired/to
      be acquired by the Borrower out of the Loan and approved by the Lender, so
      as to create security adequate enough to maintain a security margin of at
      least 25% on the assets charged to the Lender as security for the Loan
      i.e. maintain a fixed assets coverage ratio of at least 1.33 times on the
      outstanding amount of the Loan, throughout the currency of the Loan.

      The Borrower shall furnish letters from the existing chargeholders, if
      any, giving their No-objection for creation of exclusive charge in favour
      of the Lender on the assets charged/to be charged to the Lender and
      confirming that their charges will not extend to such assets.

3.2   CREATION OF ADDITIONAL SECURITY

      If, at any time during the subsistence of this Agreement, the Lender is of
      the opinion that the security provided by the Borrower has become
      inadequate to cover the balance of the Loan then outstanding, then, on the
      Lender advising the Borrower to that effect, the Borrower shall provide
      and furnish to the Lender, to the satisfaction of the Lender such
      additional security as may be acceptable to the Lender to cover such
      deficiency.

3.3   AUDITOR'S CERTIFICATE

      The Borrower shall produce a certificate from its Auditors stating that
      the assets charged/to be charged to the Lender as security for the Loan
      are the absolute property of the Borrower and are free from any charge,
      lien or claim thereon, of whatsoever nature.
<PAGE>

                                     : 9 :

                                   ARTICLE IV

                      APPOINTMENT OF NOMINEE DIRECTOR(S)


         The Borrower agrees that in the event of the Borrower committing any
default in meeting its obligations to the Lender under this Agreement, the
Lender shall be entitled to appoint and withdraw from time to time one Director
on the Board of Directors of the Borrower at any time during the currency of
this Agreement.

[ILLEGIBLE]

[SEAL OF ICICI]
<PAGE>

                                     : 10 :

                                    ARTICLE V

                               SPECIAL CONDITIONS

         The Loan hereby granted shall also be subject to the Borrower complying
with the special conditions set out in Schedule IV hereto.

[ILLEGIBLE]

[SEAL OF ICICI]
<PAGE>

                                     : 11 :

                                   ARTICLE VI

                           EFFECTIVE DATE OF AGREEMENT

         This Agreement shall become binding on the Borrower and the Lender on
and from the date first above written. It shall be in force till all the monies
due and payable under this Agreement are fully paid off.

[ILLEGIBLE]

[SEAL OF ICICI]
<PAGE>

                                     : 12 :

                                   SCHEDULE I

                                   THE PROJECT

         The Borrower is an existing company engaged in equipment leasing,
hire-purchase and other financial services related activities. To meet a part of
its increased requirement of funds for acquiring industrial assets as part of
its leasing and hire-purchase activity during the year ending March 31, 1996,
the Borrower has approached the Lender with a request for Rupee Term Loan of
Rs.3000 lacs.

[ILLEGIBLE]

[SEAL OF ICICI]
<PAGE>

                                     : 13 :

                                   SCHEDULE II

                                 FINANCING PLAN

         WFL'S total requirement of funds for the year ending March 31, 1996 is
projected at Rs.26426 lacs as follows :

                                        ( Rs. in lacs )

      Increase in leased assets                11250
      Increase in hire - purchase assets       11250
      Increase in owned assets                    50
      Increase in current assets                 419
      Increase in investments                    507
      Repayment of term loans                   2658
      Increase in bills discounted               292
       outstanding                           -------
                                               26426
                                             -------

      The above requirement of funds is proposed to be financed as follows:

                                             (Rs. in lacs)

      Increase in share capital                  1500
      Rupee term loans from institutions
           - existing                            1200
           - proposed from ICICI                 3000
           - others                              2000
      Increase in bank borrowings                8007
      Fixed deposits from public                 2500
      Intercorporate deposits                     500
      Collection of hire - purchase instalments
        (principal portion)                      4272
      Increase in current liabilities             345
      Cash and cash accruals                     3102
                                              -------
                                                26426
                                              -------

[SEAL OF ICICI]
<PAGE>

                                     : 14 :

                                  SCHEDULE III

                              AMORTIZATION SCHEDULE

                                    (Rs. in lacs)

      Date Payment Due             Payment of      Principal Amount
                                   Principal       Outstanding after
                                                   each payment
      ----------------             ----------      -----------------
                                                    3000.00
      July 15, 1996                 187.5           2812.50
      October 15, 1996              187.5           2625.00
      January 15, 1997              187.5           2437.50
      April 15, 1997                187.5           2250.00
      July 15, 1997                 187.5           2062.50
      October 15, 1997              187.5           1875.00
      January 15, 1998              187.5           1687.50
      April 15, 1998                187.5           1500.00
      July 15, 1998                 187.5           1312.50
      October 15, 1998              187.5           1125.00
      January 15, 1999              187.5            937.50
      April 15, 1999                187.5            750.00
      July 15, 1999                 187.5            562.50
      October 15, 1999              187.5            375.00
      January 15, 2000              187.5            187.50
      April 15, 2000                187.5                -

[SEAL OF ICICI]
<PAGE>

                                     : 15 :

                                   SCHEDULE IV

                               SPECIAL CONDITIONS

(i)     The Loan may be availed of in one or more instalments, each such
        instalment to be not less than Rs. 50 lacs.

(ii)    The Borrower undertakes that the Loan will be utilised to finance
        creation of industrial capital assets only.

(iii)   The Borrower undertakes that it shall comply with all the norms that may
        be stipulated by Reserve Bank of India from time to time for Non-Banking
        Finance Companies.

(iv)    The Lender reserves the right to call upon the Borrower to arrange for
        direct payment of rentals receivable from the lessees and/or hirers of
        equipment acquired out of the Loan. The Borrower shall execute such
        undertakings and also arrange to furnish such letters and undertakings
        from its lessees and/or hirers of equipment in favour of the Lender as
        may be required by the Lender in this regard.
<PAGE>

                                     : 16 :

         IN WITNESS WHEREOF the Borrower has caused its Common Seal to be
affixed hereto and to a duplicate hereof on the day, month and year first
hereinabove written and the Lender has caused the same and the said duplicate to
be executed by the hand of Shri /s/ K.J. Rajasimha authorized official of the
Lender as hereinafter appearing.

   THE COMMON SEAL of the WIPRO
   FINANCE LIMITED has pursuant to the
   Resolution of its Board of
   Directors passed in that behalf on
   The 20th day of September 1995
   Hereunto been affixed in the                             /s/  G. SRINIVASAN
   Presence of Shri G. Srinivasan
   Vice President - Marketing,
   who has signed these presents in
   token thereof and Shri R. Sivakumar,
   authorised person who has
   countersigned the same in token
   thereof.

   SIGNED AND DELIVERED BY the
   withinnamed Lender by the hand of
   Shri R.J. Rajasimha Sr. Vice President an                /s/ R.J. RAJSIMHA
   authorised official of the Lender.

[SEAL OF ICICI]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>19
<FILENAME>0019.txt
<DESCRIPTION>LOAN AGREEMENT DATED JULY 16, 1999
<TEXT>

<PAGE>
                                                                   Exhibit 10.13

[Graphic Omitted]

                    CORPORATE RUPEE LOAN FACILITY AGREEMENT

THIS FACILITY AGREEMENT made this 16th day of July, One Thousand Nine Hundred
and Ninety Nine between WIPRO FINANCE LIMITED, a public company within the
meaning of the Companies Act, 1956 and having its Registered Office at Wipro
Centre, 5 Papanna Street, St. Mark's Road, Bangalore 560 001 (the "Company",
which expression shall, unless it be repugnant to the subject or context
thereof, include its successors and permitted assigns) of the ONE PART

                                       AND

ICICI LIMITED, a public company incorporated under the Indian Companies Act,
1913 and having its Registered Office at ICICI Towers, Bandra Kurla Complex,
Bandra (East), Mumbai 400051 and a Zonal Office at "Raheja Towers", East Wing,
II Floor, 26-27, M.G. Road, Bangalore 560 001 ("ICICI", which expression shall,
unless it be repugnant to the subject or context thereof, include its successors
and assigns) of the OTHER PART.


<PAGE>

                                        3

                                    ARTICLE I

                                   DEFINITIONS

1.1    In the Facility Agreement and the General Conditions, unless there is
       anything repugnant to the subject or context thereof, the expressions
       listed below shall have the following meanings viz.:

(a)    "Due Date" means, in respect of -

       i)     an instalment of principal amount of the Facility - the date on
              which the instalment falls due as stipulated in Schedule I hereof;

       ii)    interest - the date on which interest falls due as stipulated in
              Section 2.2 hereof;

       iii)   any other amount payable under the Facility Agreement - the date
              on which such amount falls due in terms of the Facility Agreement.

       or such other dates on which any amounts including principal, interest or
       other monies, fall due in terms of the Facility Agreement.

(b)    "Facility" - shall have the meaning ascribed thereto in Section 2.1
       hereof.

(c)    'General Conditions' means the GENERAL CONDITIONS GC-C-99 APPLICABLE TO
       FACILITIES PROVIDED BY ICICI. The Facility hereby agreed to be provided
       by ICICI shall be subject to the Company complying with the terms and
       conditions set out herein and also in the General Conditions, which is
       annexed hereto. The General Conditions shall be deemed to form part of
       the Facility Agreement and shall be read as if they are specifically
       incorporated herein.

       PROVIDED HOWEVER the General Conditions shall in their application to the
       Facility Agreement stand modified as follows:

       A.     Section 3.3 - Interest - Clause (iv) stands deleted;

       B.     Section 8.3 B (i) - Appointment of Whole - Time Director(s) stands
              deleted;

       C.     Section 6.4 - Appointment of Nominee Director stands renumbered as
              Section 8.3 B (i);

       D.     Section 3.8 - Reimbursement of Expenses - Clause (i) - The words
              "6.4(ii)" stand substituted with the words "Section 8.3B(i)(A)(c)
              & (B)";

       E.     Section 6.2(f) - Insurance - Stands deleted

       F.     Section 4 - Representations and Warranties - Clause (u) -
              Encumbrances stands deleted;

       G.     Section 8.3 - Consequences of Default and Remedies - Clause A Sub
              clauses (i) and (ii) are modified as follows:


<PAGE>

                                        4

              (i)    "to enforce the rights available under the Letter of
                     Comfort; and/or

              (ii)   to transfer all or any part of the shares of Wipro Limited
                     comprised within the security created in favour of ICICI by
                     way of sale or otherwise."

       H.     Section 4 - Representations and Warranties - Clause (n) -
              Insurances stands deleted;

       I.     Section 8.1 - Events of Default - Clause (e) - Inadequate Security
              and Insurance - stands deleted.

(d)    "Short Term Prime  Rate" or "STPR" means the percentage rate per annum
       decided by ICICI from time to time as applicable to short term rupee
       loans (excluding interest tax or other statutory levy) as notified by
       ICICI from time to time.

(e)    "Security Cover" means the ratio of the aggregate market value of the
       shares pledged to ICICI in terms of the Facility Agreement, to the
       Facility.

All capitalised terms used but not defined in the Facility Agreement shall have
the respective meanings assigned to them under the General Conditions.


ICICI LTD
<PAGE>

                                        5

                                   ARTICLE II

                          AMOUNT AND TERMS OF FACILITY

2.1    AMOUNT

The Company agrees to borrow from ICICI and ICICI agrees to lend to the Company,
on the terms and conditions contained herein as also in the General Conditions,
for the purpose of meeting a part of the Company's requirement of funds for the
year 1999-2000 (the "Purpose") a Rupee term loan not exceeding Rs. 500 million
(the "Facility").

2.2    INTEREST

i)     The period for which each Tranche of the Facility is outstanding shall be
       divided into 4 periods comprising of 3 months each, in a year (each an
       "Interest Period"). The first Interest Period shall commence from the
       date of disbursement and shall end on the expiry of 3 months. The Company
       shall pay to ICICI interest on each Tranche of the Facility outstanding
       from time to time at the end of each Interest Period. The rate of
       interest for each Tranche of the Facility shall be 1.0% over the STPR
       prevailing on the date of disbursement of such Tranche of the Facility,
       plus applicable interest tax or other statutory levy, if any. The
       Interest on the Tranche(s) will accrue as from the date of the
       cheque(s)/authorisations(s) of ICICI.

       Provided that the aforesaid interest rate in respect of each Tranche of
       the Facility shall be reset annually, based on the then prevailing STPR,
       commencing at the end of one year from the date of disbursement of the
       respective Tranche of the Facility (the "Reset Dates"), and the Company
       shall pay interest at such reset rate as may be notified by ICICI to the
       Company.

ii)    ICICI may, at its sole discretion, charge interest on the Facility at the
       weighted average rate of interest on the disbursements made out of the
       Facility. For the purpose of this clause "weighted average rate" means
       the weighted mean of the rates of interest applicable to the Facility.

2.3    COMPUTATION OF INTEREST AND OTHER CHARGES

Interest and all other charges shall accrue from day to day and shall be
computed on the basis of 365 days year and the actual number of days elapsed.

2.4    FRONT END FEE

The Company confirms having paid to ICICI, non-refundable Front End Fee of 0.5%
of the Facility.

2.5    DRAWDOWN SCHEDULE

The Company shall provide to ICICI on or before signing of the Facility
Agreement an irrevocable draw down schedule in writing for the entire Facility,
disbursements pursuant to which shall however be subject to the provisions of
Section 3.1 of the General Conditions.


<PAGE>

                                        6

2.6    NOTICE OF DRAWAL

The Company shall furnish to ICICI an irrevocable notice of drawal not more than
45 nor less than 30 Business Days before each draw down date, which draw down
date should be a Business Day.

2.7    LAST DATE OF DRAWAL

Unless ICICI otherwise agrees, the right to make drawals from the Facility shall
cease on September 30, 1999.

2.8    REPAYMENT

a)     The Company undertakes to repay the principal amounts of the Facility in
       accordance with the repayment schedule set forth in Schedule I hereto.

b)     If, for any reason, the amount finally disbursed by ICICI out of the
       Facility is less than the amount of the Facility, the instalments of
       repayment of the Facility shall stand reduced proportionately but shall
       be payable on the same dates as specified in the repayment schedule set
       forth in Schedule I hereto.


<PAGE>

                                        7

                                   ARTICLE III

                                    SECURITY

3.1    SECURITY FOR THE FACILITY

The Facility together with all interest, liquidated damages, , premia on
prepayment if any, costs, charges, expenses and other monies whatsoever
stipulated in or payable under the Facility Agreement shall be secured by:

       1)     Letter of Comfort from Wipro Limited in a form and manner
              acceptable to ICICI; and

       2)     Pledge of such number of equity shares of Wipro Limited held by
              Shri Azim H. Premji so that the market value of shares so pledged
              on the day of pledge is 2 times the Facility, in a form and manner
              acceptable to ICICI.

3.2    CREATION OF ADDITIONAL SECURITY

If, at any time during the subsistence of the Facility Agreement, ICICI is of
the opinion that the security provided for the Facility has become inadequate to
cover the Facility then outstanding, then, on ICICI advising the Company to that
effect, the Company shall procure, provide and furnish to ICICI, to the
satisfaction of ICICI such additional security including, but not by way of
limitation, a pledge of such additional equity shares of Wipro Limited so as to
meet the minimum requirements as to Security Cover in terms of the Facility
Agreement, as may be acceptable to ICICI to cover such deficiency.


<PAGE>

                                        7

                                   ARTICLE III

                                    SECURITY

3.1    SECURITY FOR THE FACILITY

The Facility together with all interest, liquidated damages, premia on
prepayment if any, costs, charges, expenses and other monies whatsoever
stipulated in or payable under the Facility Agreement shall be secured by:

       1)     Letter of Comfort from Wipro Limited in a form and manner
              acceptable to ICICI; and

       2)     Pledge of such number of equity shares of Wipro Limited held by
              Shri Azim H. Premji so that the market value of shares so pledged
              on the day of pledge is 2 times the Facility, in a form and manner
              acceptable to ICICI.

3.2    CREATION OF ADDITIONAL SECURITY

If, at any time during the subsistence of the Facility Agreement, ICICI is of
the opinion that the security provided for the Facility has become inadequate to
cover the Facility then outstanding, then, on ICICI advising the Company to that
effect, the Company shall procure, provide and furnish to ICICI, to the
satisfaction of ICICI such additional security including, but not by way of
limitation, a pledge of such additional equity shares of Wipro Limited so as to
meet the minimum requirements as to Security Cover in terms of the Facility
Agreement, as may be acceptable to ICICI to cover such deficiency.


ICICI LTD
<PAGE>

                                        8

                                   ARTICLE IV

                               SPECIAL CONDITIONS

The Facility hereby granted shall also be subject to the Company complying with
the special conditions set out in Schedule II hereto.

<PAGE>

                                        9

                                    ARTICLE V

                      EFFECTIVE DATE OF FACILITY AGREEMENT

The Facility Agreement shall become binding on the Company and ICICI on and from
the date first above written. It shall be in full force and effect till all the
monies due and payable by the Company under the Facility Agreement are fully
paid off to the satisfaction of ICICI.



<PAGE>

                                       10

                                  SCHEDULE - I

                               REPAYMENT SCHEDULE

The Company shall repay each Tranche of the Facility in 3 (three) annual
instalments commencing on the expiry of 1 (one) year from the date of
disbursement of such Tranche.



<PAGE>

                                       11

                                  SCHEDULE - II

                               SPECIAL CONDITIONS

(a)    SPECIAL BANK ACCOUNT

The Company shall:

i)     keep the drawals from the Facility in special accounts in the name of the
       Company with ICICI Banking Corporation Limited or such other scheduled
       bank as may be approved by ICICI, the payments from which account shall
       be subject to verification by any person authorised in this behalf by
       ICICI. The Company shall also obtain and furnish to ICICI a letter (in a
       form approved by ICICI) from the said bank forgoing its right of set-off
       or lien in respect of such account.

ii)    keep such records as may be required by ICICI to facilitate verification
       of the entries in the said account. The Company shall also authorize the
       said bank to furnish to ICICI, as and when required by it, certified true
       copy of the said account with details for verification by ICICI, at the
       expense of the Company.

iii)   not transfer the Facility or any portion thereof from the said account
       for being kept in call or any deposit in any bank without obtaining the
       approval of ICICI.

(b)    SECURITY COVER

Unless otherwise permitted by ICICI, the Company shall maintain a minimum
Security Cover of 1.5 times during the currency of the Facility.


<PAGE>

                                       12

IN WITNESS WHEREOF the Company and ICICI have caused the Facility Agreement to
be executed in duplicate on the day, month and year first hereinabove written
as hereinafter appearing.

THE COMMON SEAL of WIPRO FINANCE LIMITED has
pursuant to the Resolution of its Board of
Directors passed in that behalf on the 7th
day of July, 1999, hereunto been affixed in        /s/ S. C. SENAPATHY
the presence of S. C. Senapaty, Director and           ---------------------
T. Kumar, Vice-President, who have signed these
presents in token thereof and K. Venkatesan        /s/ K. VENKATESAN
authorised person who has countersigned the            ---------------------
same in token thereof.
                                                   /s/ J. KUMAR
SIGNED AND DELIVERED by the withinnamed                ---------------------
ICICI LIMITED by the hand of K.J. Rajasimha, its
authorised official.                               /s/ K. J. RAJA SIMHA
                                                       ---------------------


<PAGE>

                           GENERAL CONDITIONS GC-C-99

               APPLICABLE TO FACILITIES PROVIDED BY ICICI LIMITED


                                        1
<PAGE>

                                    ARTICLE I

                                  APPLICABILITY

The General Conditions (the "General Conditions") set out herein shall, if the
Facility Agreement so provides, be applicable to Facilities provided by ICICI.

If there is any inconsistency between the General Conditions and the Facility
Agreement, the Facility Agreement will prevail.

                                        2
<PAGE>

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

SECTION 2.1 - DEFINITIONS

In the Facility Agreement and the General Conditions, unless there is anything
repugnant to the subject or context thereof, the expressions listed below shall
have the following meanings viz.:

1.     "Business Day" means a day on which the Zonal/Regional Office of ICICI
       described in the Facility Agreement, or such other office as may be
       notified by ICICI to the Company, is open for normal business
       transactions.

2.     "Credit Application" means the application/request for credit facility
       made by the Company to ICICI and all information, particulars and
       clarifications furnished by the Company to ICICI from time to time in
       respect thereof.

3.     "Event of Default" means any of the Events of Default specified in
       Section 8.1 hereof.

4.     "Facility Agreement" means the particular facility agreement entered into
       between the Company and ICICI in respect of the Facility and includes the
       General Conditions as applied thereto, and all schedules and amendments
       to such Facility Agreement. Unless the term 'General Conditions' is used
       separately, the term 'Facility Agreement', wherever used in the Facility
       Agreement or the General Conditions, shall be deemed to refer to the
       Facility Agreement read together with and including the General
       Conditions.

5.     "Foreign Lending Agency" means the foreign lending agency if any,
       described in the Facility Agreement.

6.     "Indebtedness" means any indebtedness whatsoever of the Company at any
       time for or in respect of monies borrowed, contracted or raised (whether
       or not for cash consideration) or liabilities contracted by whatever
       means (including under guarantees, indemnities, acceptance, credits,
       deposits, hire-purchase and leasing).

7.     "Intellectual Property" means all patents, trademarks, permits, service
       marks, brands, trade names, trade secrets, proprietary information and
       knowledge, technology, computer programs, databases, copyrights,
       licences, franchises, formulae, designs, rights of confidential
       information and all other intellectual property.

8.     "Intellectual Property Rights" mean all rights, benefits, title or
       interest in or to any Intellectual Property, anywhere in the world
       (whether registered or not and including all applications for the same).

9.     "Maximum Lending Rate" means the rate of interest per annum equivalent to
       5.5% over the long term prime lending rate of ICICI for Rupee loans
       prevailing from time to time or such other rate of interest as may be
       specified by ICICI from time to time as its Maximum Lending Rate.

                                        3
<PAGE>

10.    "Material Adverse Effect" means the effect or consequence of any event or
       circumstance which is or is likely to be:

       (a)    adverse to the ability of the Company or any person to perform or
              comply with any of their respective obligations under the Facility
              Agreement or any Transaction Document in accordance with their
              respective terms; or

       (b)    prejudicial to any of the businesses, operations or financial
              condition of the Company or its projects or of any person who is
              party to any Transaction Document.

11.    "Purpose" - shall have the meaning ascribed thereto in Section 2.1 of the
       Facility Agreement.

12.    "Tranche" - shall have the meaning ascribed thereto in Section 3.1
       hereof.

13.    "Transaction Documents" - include all agreements, instruments,
       undertakings, indentures, deeds, writings and other documents (whether
       financing, security or otherwise) executed or entered into, or to be
       executed or entered into, by the Company or as the case may be, any other
       person, in relation, or pertaining, to the transactions contemplated by,
       or under the Facility Agreement or any Transaction Document, and each
       such Transaction Document as amended from time to time.

All capitalized terms used but not defined in the General Conditions shall have
the respective meanings assigned to them under the Facility Agreement.

SECTION 2.2 - CONSTRUCTION

In the Facility Agreement, unless the contrary intention appears:

(a)    a reference to:

       an "amendment" includes a supplement, modification, novation, replacement
       or re-enactment and "amended" is to be construed accordingly;

       "assets" include all properties whatsoever both present and future,
       (whether tangible, intangible or otherwise) (including Intellectual
       Property and Intellectual Property Rights), investments, cash-flows,
       revenues, rights, benefits, interests and title of every description;

       an "authorisation" includes an authorisation, consent, clearance,
       approval, permission, resolution, licence, exemption, filing and
       registration;

       "control" includes the power to direct the management and policies of an
       entity, whether through the ownership of voting capital, by contract or
       otherwise;

       "encumbrance" includes a mortgage, charge, lien, pledge, hypothecation,
       security interest or any lien of any description whatsoever.

       "person" includes an individual, corporation, partnership, joint venture,
       association of persons, trust, unincorporated organisation, government
       (central,

                                        4
<PAGE>

       state or otherwise), sovereign state, or any agency, department,
       authority or political subdivision thereof, international organisation,
       agency or authority (in each case, whether or not having separate legal
       personality) and shall include their respective successors and assigns
       and in case of an individual shall include his legal representatives,
       administrators, executors and heirs and in case of a trust shall include
       the trustee or the trustees for the time being.

       "law" includes any constitution, statute, law, rule, regulation,
       ordinance, judgement, order, decree, authorisation, or any published
       directive, guideline, requirement or governmental restriction having the
       force of law, or any determination by, or interpretation of any of the
       foregoing by, any judicial authority, whether in effect as of the date of
       the Facility Agreement or thereafter and each as amended from time to
       time.

       "repayment" includes "redemption" and vice-versa and repaid, repayable,
       repay, redeemed, redeemable and redemption shall be construed
       accordingly.

(b)    a reference to a Sub-clause, Section or a Schedule of the Facility
       Agreement or the General Conditions shall denote a reference to such
       Sub-clause, Section or Schedule as specified, of the Facility Agreement
       or the General Conditions;

(c)    the singular includes the plural (and vice versa);

(d)    the index to and the headings in the Facility Agreement are inserted for
       convenience of reference only and are to be ignored in construing and
       interpreting the Facility Agreement;

(e)    reference to the words "include" or "including" shall be construed
       without limitation;

(f)    reference to a gender shall include references to the female, male and
       neuter genders;

(g)    all approvals, permissions, consents or acceptance required from ICICI
       for any matter shall require the "prior", "written" approval, permission,
       consent or acceptance of ICICI;

(h)    the words 'hereof', 'herein', and 'hereto' and words of similar import
       when used with reference to a specific Section or Sub-clause in, or
       Schedule to, the Facility Agreement or the General Conditions shall refer
       to such Section or Sub-clause in, or Schedule to, the Facility Agreement
       or as the case may be, the General Conditions, and when used otherwise
       than in connection with specific Sections, Sub-clauses or Schedules,
       shall refer to the Facility Agreement as a whole;

(i)    in the event of any disagreement or dispute between ICICI and the Company
       regarding the materiality of any matter including of any event,
       occurrence, circumstance, change, fact, information, document,
       authorisation, proceeding, act, omission, claims, breach, default or
       otherwise, the opinion of ICICI as to the materiality of any of the
       foregoing shall be final and binding on the Company.

                                        5
<PAGE>

                                   ARTICLE III

               DISBURSEMENT, INTEREST, OTHER CHARGES AND REPAYMENT

SECTION 3.1 - TERMS OF DISBURSEMENT

Disbursements may be made by ICICI in one or more instalments (each a "Tranche")
as may be decided by ICICI, subject to the Company complying with the provisions
of the Facility Agreement. If the Facility is denominated in Rupees, all
disbursements shall be by cheques/authorisations and if the Facility is
denominated in foreign currencies, all disbursements shall be by authorisations.
All the collection/remittance charges will be borne by the Company.

SECTION 3.2 - ADJUSTMENT OF OVERDUES

ICICI may at its sole discretion deduct from sums to be lent and advanced to the
Company any monies then remaining due and payable by the Company to ICICI,
whether under the Facility Agreement or otherwise.

SECTION 3.3 - INTEREST

i)     The Company shall pay to ICICI interest on the principal amounts of the
       Facility in the manner and on the dates specified in the Facility
       Agreement.

ii)    The Company shall pay to ICICI interest on all other monies payable to
       ICICI under the Facility Agreement, at the Maximum Lending Rate or at the
       applicable rate under the Facility Agreement, whichever is higher. Such
       interest shall also be paid on the dates specified in Sub-clause (i)
       above.

iii)   All interest on the Facility and on all other monies accruing due under
       the Facility Agreement shall, in case the same be not paid on the
       respective Due Dates, carry further interest at the Maximum Lending Rate
       or at the applicable rate under the Facility Agreement, whichever is
       higher. Such interest will be computed from the respective Due Dates and
       shall become payable upon the footing of compound interest with
       monthly/quarterly/half-yearly/yearly rests as provided in the Facility
       Agreement and shall be payable on the dates specified in Sub-clause (i)
       above.

iv)    The interest rates mentioned in Sub-clauses (i), (ii) and (iii) above
       shall until creation of final security for the Facility in accordance
       with the Facility Agreement be increased by the same percentage as
       provided in the Facility Agreement for disbursements made pending
       creation of full and final security in accordance with the Facility
       Agreement.

SECTION 3.4 - IMPOSTS, COSTS AND CHARGES

i)     The Company shall, bear all interest tax as may be levied from time to
       time under the Interest Tax Act, 1974 and all other imposts, duties and
       taxes (of any description whatsoever) as may be levied from time to time
       by the Government or other authority pertaining to or in connection with
       the Facility.

                                        6
<PAGE>

ii)    The Company shall pay all costs, charges (including legal fees, cost of
       investigation of title to the Company's assets and protection of ICICI's
       interest) and expenses in any way incurred by ICICI and such stamp duty,
       other duties, taxes, charges and penalties if and when the Company is
       required to pay according to the laws for the time being in force.

iii)   In the event of the Company failing to pay the monies referred to in
       sub-clause (i) and (ii) above, ICICI will be at liberty (but shall not be
       obliged) to pay the same. The Company shall reimburse all sums paid by
       ICICI in accordance with the provisions contained herein.

iv)    All payments by the Company under the Facility Agreement shall be made
       free and clear of and without any deduction, except to the extent that
       the Company is required by law to make payment subject to any taxes. If
       any tax or amounts in respect of tax must be deducted, or any other
       deductions must be made, from any amounts payable or paid by the Company,
       the Company shall pay such additional amounts as may be necessary to
       ensure that ICICI receives a net amount equal to the full amount which it
       would have received had payment not been made subject to tax or other
       deduction. Provided that, all taxes required by law to be deducted by the
       Company from any amounts of interest paid or payable under the Facility
       Agreement shall be paid by the Company when due and the Company shall,
       within 30 days of the payment being made, deliver to ICICI evidence
       satisfactory to ICICI (including all relevant tax receipts in originals)
       that the payment has been duly remitted to the appropriate authority.

SECTION 3.5 - PREMATURE REPAYMENT

The Company shall not, without the approval of ICICI (which approval may be
given subject to such terms and conditions as may be stipulated by ICICI
including payment of prepayment premium), prepay the outstanding principal
amounts of the Facility in full or in part, before the Due Dates.

SECTION 3.6 - DUE DATE OF PAYMENT

If the Due Date in respect of an instalment of the principal amount of the
Facility, interest, front end fee or any other payment falls on a day which is
not a Business Day at the place where the payment is to be made, the immediately
preceding Business Day shall be the Due Date for such payment.

SECTION 3.7 - LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS

In case of default in payment of instalment of principal amounts of the
Facility, interest, front end fee and all other monies (except liquidated
damages) on their respective Due Dates, the Company shall pay on the defaulted
amounts, liquidated damages at the rate of 2.1% per annum for the period of
default. Liquidated damages shall be payable in the manner, and on the Due Dates
specified for payment of interest under the Facility Agreement.

                                        7
<PAGE>

SECTION 3.8 - REIMBURSEMENT OF EXPENSES

(i)    The Company shall reimburse all sums paid and/or expenses incurred by
       ICICI under the Facility Agreement within 20 Business Days from the date
       of notice of demand from ICICI. All such sums shall be debited to the
       Company's loan account and shall carry interest from the date of payment
       till such reimbursement at the rate specified in Section 3.3 (ii) hereof.
       Provided that in respect of amounts incurred or paid by ICICI in terms of
       Sections 6.4 (ii) hereof, interest at the rate specified in Section 3.3
       (ii) hereof in respect of such amounts incurred or paid by ICICI shall be
       payable only from the day falling after 5 Business Days after the date of
       notice of demand from ICICI.

(ii)   In case of default in making such reimbursement in accordance with
       Sub-clause (i) above within 20 Business Days from the date of notice of
       demand, the Company shall also pay on the defaulted amounts, liquidated
       damages at the rate of 2.1% per annum from the expiry of 20 Business Days
       from the date of notice of demand till reimbursement, in accordance with
       the provisions of Section 3.7 hereof.

SECTION 3.9 - APPROPRIATION OF PAYMENTS

The Company agrees and confirms that ICICI may at its absolute discretion,
appropriate any payments made by the Company under the Facility Agreement,
towards the dues payable by the Company to ICICI under the Facility Agreement
and/or other financing agreements entered into between the Company and ICICI,
and such appropriation by ICICI shall be final and binding on the Company in all
respects.

SECTION 3.10 - PROVISIONS RELATING TO ALTERATION IN THE
CURRENCY/FACILITY/CURRENCY OR INTEREST SWAPS IF THE FACILITY IS DENOMINATED IN
FOREIGN CURRENCIES

If the Facility is denominated in foreign currencies, ICICI may at any time, at
its absolute discretion, substitute the original currency or its equivalent
currency as the case may be of the Facility or any part thereof, with a new
currency or its equivalent currency. In such an event, the liability of the
Company in respect of the Facility or such part thereof, as regards rate of
interest, repayment of principal, date and mode of such payment/repayment shall
be as applicable to such new currency or its equivalent currency as intimated by
ICICI to the Company, which shall be final and binding on the Company.

If the Facility is denominated in foreign currencies, ICICI may, at any time, at
its absolute discretion, effect currency and/or interest rate swap for the
Facility or any part thereof provided/ agreed to be provided under the Facility
Agreement. In such an event, the liability of the Company in respect of the
Facility or such part thereof, as regards the currency or currencies of
repayment, payment of principal, interest and all other monies payable under the
Facility Agreement/rate of interest on principal of the Facility or such part
thereof, shall be as intimated by ICICI to the Company, which shall be final and
binding on the Company.

                                        8
<PAGE>

SECTION 3.11 -PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR IF THE FACILITY IS
DENOMINATED IN RUPEES

If the Facility is denominated in Rupees, all monies payable by the Company to
ICICI shall be paid to ICICI at its office in Mumbai or at such other place as
may be specified by it by telegraphic, telex or mail transfer to the account of
such office or by cheque/bank draft drawn in favour of ICICI on a Scheduled Bank
at Mumbai or such other place or to such other account as ICICI may notify to
the Company and shall be so paid as to enable ICICI to realise, at par, the
amount on or before the relative Due Date.

Credit for all payments by local cheque/bank draft will be given on the
immediately next Business Day after the date of receipt of the instrument or the
relative Due Date, whichever is later. Credit for all payments by outstation
cheque/bank draft will be given only on realisation or on the relative Due Date,
whichever is later.

SECTION 3.12 - PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR IF THE FACILITY IS
DENOMINATED IN FOREIGN CURRENCIES

If the Facility is denominated in foreign currencies, notwithstanding anything
contained in the Facility Agreement, but subject to Sub-clause (g) below, the
Company shall make payments to ICICI, whether of principal amount of the
Facility, interest, premium on prepayment, if any, in equivalent rupees in lieu
of foreign currencies. For the purpose of this Section 3.12, the following
conditions shall apply:

a)     The Rupee sum shall be the Rupee equivalent of the foreign currencies to
       be remitted on the Due Dates inclusive of all commissions or other bank
       charges and out of pocket expenses as determined by ICICI.

b)     The Rupee sum shall be paid by the Company to ICICI 10 Business Days in
       advance of the Due Dates to enable ICICI to remit the foreign currencies
       on the Due Dates.

c)     The Rupee sum shall be paid by the Company to ICICI at their office in
       Mumbai or to such other places as may be specified by them by
       telegraphic, telex or mail transfer to the account of such offices or by
       cheque/bank draft drawn in favour of ICICI on a Scheduled Bank at Mumbai
       or such other places or to such other accounts as ICICI may notify to the
       Company and shall be so paid as to enable ICICI to realise the amounts at
       par.

d)     Credit for all payments by local cheque /bank draft will be given on the
       immediately next Business Day after the date of receipt of the instrument
       or the relative Due Date, whichever is later. Credit for all payments by
       outstation cheque/bank draft will be given only on realisation or on the
       relative Due Date, whichever is later.

e)     For the purpose of Sub-clause (a) above a statement signed by a
       designated officer of ICICI shall be sufficient evidence of the Rupee
       equivalent of the foreign currencies, costs, commission, charges and
       expenses.

f)     Any difference on account of exchange fluctuations in the rates of
       foreign currencies involved between the payment made by the Company to
       ICICI and the

                                        9
<PAGE>

       actual amounts incurred by ICICI as referred to in Sub-clause (a) above
       shall be borne by or be given credit to the Company.

g)     If ICICI decides not to call for payment in equivalent Rupees in the
       manner provided above, ICICI shall have the right to notify the Company
       the place or places where and the person or persons to whom the payments
       in foreign currencies falling due thereafter shall be made and all
       expenses involved in making payments in the manner so notified shall be
       borne by the Company.

SECTION 3.13 - RUPEE TYING OF DEFAULTED AMOUNTS IF THE FACILITY IS DENOMINATED
IN FOREIGN CURRENCIES

If the Facility is denominated in foreign currencies, without prejudice to any
of the obligations of the Company in terms of the Facility Agreement, in the
event of default by the Company in making payment in discharge of any of its
obligations under the Facility Agreement on the Due Dates, then, notwithstanding
anything to the contrary contained in the Facility Agreement, the liability of
the Company thereafter in respect of such amounts shall be in Rupees, which sums
shall be determined and notified by ICICI to the Company in accordance with the
provisions of Sub-clause 3.12 (a) hereof ("the Rupee tied defaulted amounts").

Notwithstanding anything to the contrary contained in the Facility Agreement,
the Rupee tied defaulted amounts will, during the period of default, carry
interest from the respective Due Dates at the Maximum Lending Rate or the
applicable rate under the Facility Agreement, whichever is higher, and shall be
payable on the Due Dates for payment of interest under the Facility Agreement.

SECTION 3.14 - INCREASED COSTS IF THE FACILITY IS DENOMINATED IN FOREIGN
CURRENCIES

If the Facility is denominated in foreign currencies, in the event of ICICI
being called upon to pay any additional amount by the Foreign Lending Agency in
terms of their respective financing agreements or on account of factors beyond
the control of ICICI, the Company shall forthwith on receipt of a notice of
demand from ICICI, reimburse all such amounts to ICICI.

SECTION 3.15 - GENERAL

(i)    The Company acknowledges that the rates of further interest and
       liquidated damages under Section 3.3 (iii) and Section 3.7 hereof are
       reasonable and that they represent genuine pre-estimates of the loss
       expected to be incurred by ICICI in the event of non payment of any
       monies by the Company.

(ii)   The Company acknowledges that the Facility provided under the Facility
       Agreement is for a commercial transaction and waives any defence
       available under usury or other laws relating to the charging of interest.

                                       10
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4 - REPRESENTATIONS AND WARRANTIES

In order to induce ICICI to enter into the Facility Agreement and to provide the
Facility in terms of the Facility Agreement, the Company makes the following
representations, warranties and agreements and confirms that they are true,
correct, valid and subsisting in every respect as of the date of the Facility
Agreement, as of the date of each disbursement by ICICI under the Facility
Agreement (in each case, before and after giving effect to disbursements
occurring on such date) and as on each Due Date, which representations,
warranties and agreements shall survive the execution and delivery of the
Facility Agreement and the provision of the Facility under the Facility
Agreement and repayment/payment in full of the Facility and all monies in
respect thereof:

(a)    CREDIT APPLICATION

The Credit Application is true and accurate in all material respects, is not
misleading and does not omit any material fact, the omission of which would make
any fact or statement therein misleading and the Credit Application shall be
deemed to form part of the warranties herein contained.

(b)    STATUS AND AUTHORISATIONS

i)     The Company is a body corporate duly incorporated and validly existing
       under the laws of India and has the power to enter into the Facility
       Agreement and the Transaction Documents and to own its assets and carry
       on its business and operations as it is being or is proposed to be
       conducted.

ii)    All acts, conditions and things required to be done, fulfilled or
       performed, and all authorisations required or essential, for the entry
       and delivery of the Facility Agreement and the Transaction Documents or
       for the performance of the Company's obligations in terms of and under
       the Facility Agreement and the Transaction Documents have been done,
       fulfilled, obtained, effected and performed and are in full force and
       effect and no such authorisation has been, or is threatened to be,
       revoked or cancelled.

iii)   The Company has not received any notice, nor is it aware that any
       authorisation necessary or required to be obtained in present or in
       future, will not be granted or obtained.

iv)    The Company is in compliance in all respects with all laws and
       regulations affecting its assets and its business and operations.

(c)    LEGAL VALIDITY

The Facility Agreement has been duly and validly executed by its authorised
Directors or executives and the Facility Agreement constitutes, and each
Transaction Document constitutes or when executed in accordance with its terms
will constitute, legal, valid and binding obligations of the Company enforceable
in accordance with their respective

                                       11
<PAGE>

terms. The Company has taken all steps and done all acts to ensure that the
Facility Agreement and each Transaction Document is admissible in evidence in
India.

(d)    NON-CONFLICT

The entry into, delivery and performance by the Company of, and the transactions
contemplated by, the Facility Agreement and the Transaction Documents do not and
will not conflict with:

i)     any law;

ii)    the constitutional documents of the Company; or

iii)   any document which is binding upon the Company or on any of its assets.

(e)    NO DEFAULT

i)     No default is subsisting or might result from the execution of, or the
       availing of the Facility under, the Facility Agreement by the Company.

ii)    No other event or circumstance is subsisting which constitutes (or with
       the giving of notice, lapse of time, determination of materiality or the
       fulfilment of any other applicable condition or any combination of the
       foregoing, might constitute) a default under any document which is
       binding on the Company or any of its assets.

iii)   The Company is not in breach of the terms of the Facility Agreement or
       any Transaction Document and no Event of Default is subsisting.

(f)    TAXES ON PAYMENTS

Save as otherwise specified in the Facility Agreement, all amounts payable by
the Company under the Facility Agreement will be made free and clear of and
without deduction for or on account of any tax or levy.

(g)    OWNERSHIP OF ASSETS

The Company has good title to, or valid leases or licences of, or is otherwise
entitled to use its assets.

(h)    IMMUNITY

i)     The execution or entering into by the Company of the Facility Agreement
       and the Transaction Documents constitute, and its exercise of its rights
       and performance of its obligations under the Facility Agreement and the
       Transaction Documents will constitute, private and commercial acts done
       and performed for private and commercial purposes.

ii)    The Company is not, will not be entitled to, and will not claim immunity
       for itself or any of its assets from suit, execution, attachment or other
       legal process in any proceedings in relation to the Facility Agreement or
       the Transaction Documents.

                                       12
<PAGE>

(i)    JURISDICTION/GOVERNING LAW

The Company's:

i)     irrevocable submission to the jurisdiction of courts as specified in
       Section 11.3 hereof, and

ii)    agreement that the Facility Agreement is governed by Indian law,

are legal, valid and binding on the Company under Indian law.

(j)    ACCOUNTS

The most recent audited accounts of the Company delivered to ICICI:

i)     have been prepared in accordance with accounting principles and practices
       generally accepted in India, consistently applied;

ii)    have been duly audited by the statutory auditors of the Company; and

iii)   represent a true and fair view of its financial condition as at the date
       to which they were drawn up,

and there has been no Material Adverse Effect since the date on which those
accounts were drawn up.

(k)    LITIGATION

No litigation, arbitration, administrative or other proceedings are pending or
threatened against the Company or its assets, which, if adversely determined,
might have a Material Adverse Effect.

(l)    INFORMATION

i)     All information communicated to or supplied by or on behalf of the
       Company to ICICI from time to time, whether in writing, electronic form
       or otherwise, is true, correct and complete in all respects as on the
       date on which it was communicated or supplied.

ii)    Nothing has occurred since the date of communication or supply of any
       information to ICICI which renders such information untrue or misleading
       in any respect and which, if disclosed, might adversely affect the
       decision of ICICI to enter into, or to make disbursements under the
       Facility Agreement.

(m)    INTELLECTUAL PROPERTY

i)     The Company owns, has licence to use or otherwise has the right to use,
       free of any pending or threatened liens, all Intellectual Property or
       Intellectual Property Rights, which are required or desirable for the
       conduct of the Company's business and operations and the Company does
       not, in carrying on its business and operations, infringe any
       Intellectual Property Rights of any person.

                                       13
<PAGE>

ii)    None of the Intellectual Property or Intellectual Property Rights owned
       or enjoyed by the Company, or which the Company is licensed to use, which
       are material in the context of the Company's business and operations are
       being infringed nor, so far as the Company is aware, is there any
       infringement or threatened infringement of those Intellectual Property or
       Intellectual Property Rights licensed or provided to the Company by any
       person.

iii)   All Intellectual Property or Intellectual Property Rights owned by the
       Company or which the Company is licensed to use are valid and subsisting.
       All actions (including registration, payment of all registration and
       renewal fees) required to maintain the same in full force and effect have
       been taken.

(n)    INSURANCES

i)     All insurances which are required to be maintained or effected by the
       Company or any other person pursuant hereto or any of the Transaction
       Documents are in full force and effect and no event or circumstance has
       occurred, nor has there been any omission to disclose a fact, which would
       in either case entitle any insurer to avoid or otherwise reduce its
       liability under any policy relating to the insurances.

ii)    The Company has complied with its obligations with respect to insurances
       under the Facility Agreement and each Transaction Document.

(o)    NO OTHER BUSINESS

The Company has not engaged in any business or activities, either alone or in
partnership or joint venture other than those disclosed to, or permitted by,
ICICI.

(p)    TAXES

i)     Save for stamp duty and relevant registration and filing charges and
       duties, no tax or levy is or will be imposed on, or by virtue of, the
       execution, entering into or delivery of the Facility Agreement or any
       Transaction Document.

ii)    The Company has complied in all material respects with all taxation laws
       in all jurisdictions in which it is subject to taxation and has filed all
       tax returns and paid all taxes and statutory dues due and payable by it
       and, to the extent any taxes are not due, has established reserves that
       are adequate for the payment of those taxes and statutory dues.

(q)    BANKRUPTCY

The Company has not taken any action and no other steps have been taken or legal
proceedings started by or against it in any court of law for its winding-up,
dissolution, administration or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
the Company or of any or all of its assets.

                                       14
<PAGE>

(r)    ENVIRONMENT

i)     The Company has obtained all authorisations under applicable
       environmental laws and is and has been in compliance with all such
       authorisations and laws and there are no circumstances that may at any
       time prevent or interfere with such compliance.

ii)    As at the date of the Facility Agreement, no further environmental
       authorisations other than those already obtained are required for the
       carrying on of the business and operations of the Company as currently
       conducted.

iii)   There is no claim pending or threatened, against the Company for any
       breach of environmental law which, if adversely determined, might have a
       Material Adverse Effect.

(s)    YEAR 2000 COMPLIANCE

i)     Any programming or reprogramming required to permit and ensure the
       efficient and proper functioning, in and following the year 2000, of:

       (a)    the Company's computer systems; and

       (b)    equipment containing embedded microchips (including systems and
              equipment supplied by others or with which the Company's systems
              interface),

       and the successful testing of all such systems and equipment, as so
       programmed or reprogrammed, has been completed.

ii)    The computer and management information systems of the Company are and,
       with ordinary course of upgrading and maintenance, will continue for the
       tenure of the Facility to be, sufficient to permit the Company to conduct
       its business and operations without any Material Adverse Effect.

(t)    AFFILIATES

Except to the extent disclosed to ICICI, the Company is not a party to any
contract or agreement with, or any commitments to, whether or not in the
ordinary course of business, any affiliates or group companies other than on a
commercial basis and on terms no less favourable to the Company than those that
the Company would have obtained had the Company entered into any contracts or
agreements with any party other than such affiliates or group companies.

(u)    ENCUMBRANCES

Except as otherwise disclosed to ICICI in writing or unless otherwise permitted
by ICICI, there are no encumbrances subsisting or in existence on any of the
Company's assets.

                                       15
<PAGE>

                                    ARTICLE V

                           PRE-DISBURSEMENT CONDITIONS

SECTION 5 - CONDITIONS PRECEDENT

The obligation of ICICI to make disbursements under the Facility Agreement shall
be subject to the Company performing all its obligations and undertakings under
the Facility Agreement besides compliance by the Company with the disbursement
procedure stipulated by ICICI, and compliance with the conditions, set out below
to the satisfaction of ICICI:

SECTION 5.1 - CONDITIONS PRECEDENT TO FIRST DISBURSEMENT

(a)    CORPORATE DOCUMENTS

The Company shall submit the following information and documents:

i)     An up-to-date certified true copy of the Memorandum and Articles of
       Association, and certificate of incorporation and commencement of
       business, of the Company.

ii)    A certified true copy of a resolution of the board of directors of the
       Company:

       (a)    approving the terms and execution of, and the transactions
              contemplated by, the Facility Agreement and the Transaction
              Documents;

       (b)    authorising, the affixation of the common seal on the Facility
              Agreement and the Transaction Documents, and/or a director or
              directors or other authorised executives to execute the Facility
              Agreement and the Transaction Documents; and

       (c)    authorising a person or persons, on its behalf, to sign and/or
              dispatch all documents and notices to be signed and/or dispatched
              by it under or in connection with the Facility Agreement and the
              Transaction Documents.

iii)   A specimen signature of each such person authorised by the resolutions
       referred to in Sub-clauses (a)(ii)(b) and (a)(ii)(c) above.

iv)    A certified true copy of a resolution of the shareholders of the Company
       if required under the Companies Act, 1956, authorising, inter alia, the
       borrowing contemplated under, and the execution of, the Facility
       Agreement and the Transaction Documents.

v)     A certificate of the statutory auditors of the Company confirming that:
       (a) the borrowing or the availing of Facility under the Facility
       Agreement would not cause any borrowing limit binding on the Company to
       be exceeded, and (b) the assets to be mortgaged/charged/pledged as
       security for the Facility, are the absolute property of the Company and
       are free from any encumbrance.

vi)    A certificate of the legal advisers of the Company certifying that the
       Company and its Directors have the necessary powers under the
       constitutional documents of the Company to borrow or avail the Facility
       and enter into the Facility Agreement

                                       16
<PAGE>

       and that the borrowing or availing of the Facility under the Facility
       Agreement would not cause any borrowing limit binding on the Company to
       be exceeded.

vii)   Documentary evidence that the Company has complied with all of its
       obligations to file all of its corporate and other documents with the
       relevant Registrar of Companies.

viii)  A copy of the Company's most recent audited accounts and auditor's report
       and un-audited accounts.

(b)    AUTHORISATIONS

       The Company shall submit the following:

i)     Certified copies of each authorisation necessary or desirable in
       connection with the entry into, performance, validity, enforceability and
       admissibility of the Facility Agreement and the Transaction Documents
       (and the transactions contemplated thereby), including authorisations
       from its secured creditors stating that they have no objection to the
       Company creating the security interests on its assets in accordance with
       the Facility Agreement.

ii)    Documentary evidence that each of the Transaction Documents has been duly
       executed by the parties to it and that each of the Transaction Documents
       is in full force and effect.

iii)   Documentary evidence that all registration, notices and filings which are
       necessary or desirable in relation to the Transaction Documents have been
       completed.

(c)    SECURITY

Unless otherwise permitted by ICICI, the Company shall create the security as
stipulated in the Facility Agreement to secure the Facility.

(d)    TRANSACTION DOCUMENTS

Unless otherwise permitted by ICICI, the Company shall execute or enter into all
Transaction Documents as may be required by ICICI.

SECTION 5.2 - CONDITION PRECEDENT TO ALL DISBURSEMENTS

(a)    SUBMISSION OF INFORMATION AND DOCUMENTS

The Company shall furnish to ICICI, such information and documents, financial or
otherwise, as may be required by ICICI from time to time in relation to the
Facility and its business and operations.

                                       17
<PAGE>

                                   ARTICLE VI

         CONDITIONS APPLICABLE DURING CURRENCY OF THE FACILITY AGREEMENT

SECTION 6.1 - INFORMATION COVENANTS

The Company shall promptly:

(a)    REPRESENTATIONS AND WARRANTIES

notify ICICI upon becoming aware, having used best endeavours, of the occurrence
of any event or the existence of any circumstances which constitutes or results
in any representation, warranty, covenant or condition under the Facility
Agreement being or becoming untrue or incorrect in any respect.

(b)    ACCOUNTS

deliver to ICICI, its duly audited annual accounts, in any event, within four
months from the close of its accounting year. The Company shall also deliver to
ICICI, as soon as the same are available and in any event within 45 days of the
end of each quarter its audited, or as the case may be, unaudited accounts for
that quarter.

(c)    ADVERSE CHANGES IN IMPLEMENTATION, PROFITS AND PRODUCTION

notify ICICI of the circumstances and conditions which are likely to disable or
disables the Company from implementing any of its projects, or which are likely
to delay completion of such projects, or which may compel or compels the Company
to abandon any of its projects, or which may resulting substantial overrun in
the original estimate of costs, or the happening of any labour strikes,
lockouts, shut-downs, fires or other similar happenings likely to have a
Material Adverse Effect, with an explanation of the reasons therefor.

(d)    LOSS OR DAMAGE

notify ICICI of any material loss or damage which the Company may suffer due to
any event, circumstances or act of God.

(e)    WINDING-UP AND LEGAL PROCESS

i)     notify ICICI of any action or steps taken or legal proceedings started by
       or against it in any court of law for its winding-up, dissolution,
       administration or reorganisation or for the appointment of a receiver,
       administrator, administrative receiver, trustee or similar officer of the
       Company or of any or all of its assets.

ii)    notify ICICI of any litigation, arbitration, administrative or other
       proceedings initiated or threatened against the Company or any of its
       assets.

                                       18
<PAGE>

(f)    NEW PROJECTS

notify ICICI of any project, or diversification, modernization or substantial
expansion of any of its existing projects or of any project that it may
undertake during the currency of the Facility.

(g)    CHANGES IN BOARD AND MANAGEMENT SET-UP

notify ICICI of any change that may occur or is likely to occur in the
composition of its Board of Directors or in its management set-up.

(h)    OTHER INFORMATION

deliver to ICICI, copies of all documents despatched by the Company to all its
creditors (or any general class of them) at the same time as they are
despatched.

SECTION 6.2 - AFFIRMATIVE COVENANTS

The Company hereby covenants and agrees that until all the monies due and
payable by the Company under the Facility Agreement are fully paid off to the
satisfaction of ICICI, the Company shall comply with the following:

(a)    CARRYING ON BUSINESS AND OPERATIONS

The Company shall:

i)     maintain its corporate existence and right to carry on its business and
       operations and ensure that it has the right and is duly qualified to
       conduct its business and operations as it is conducted in all applicable
       jurisdictions and will obtain and maintain all franchises and rights
       necessary for the conduct of its business and operations in such
       jurisdictions.

ii)    develop, maintain and implement its projects in accordance with prudent
       industry standards and accepted industry practices and conduct its
       business and operations with due diligence and efficiency and in
       accordance with sound technical, financial and managerial standards and
       business practices.

(b)    AUTHORISATIONS

The Company shall promptly obtain, maintain and comply with the terms of all
authorisations necessary for entering into or performing its obligations under
the Facility Agreement or for conducting its business and operations.

(c)    UTILISATION OF THE FACILITY

The Company shall use the proceeds of the Facility for the Purpose. If, for any
reason the Company finds itself unable to comply with this condition, it shall
immediately inform ICICI in writing of the same and the reasons therefor and
shall, unless otherwise agreed to by ICICI, repay forthwith the outstanding
balance of the Facility together with interest and all other monies payable in
respect thereof.

                                       19
<PAGE>

(d)    RANKING OF CLAIMS

The Company shall ensure that, save as otherwise provided in the Facility
Agreement and the Transaction Documents, its obligations under the Facility
Agreement and the Transaction Documents do and will rank above and prior to all
its other present and future obligations.

(e)    COMPLIANCE WITH LAWS AND PAYMENT OF TAXES

The Company shall comply with all laws applicable to or binding on it or its
business and operations. The Company shall file all relevant tax returns and pay
all its taxes promptly when due.

(f)    INSURANCE

i)     The Company shall keep insured upto the reinstatement value thereof as
       approved by ICICI (including surveyor's and architect's fees) the assets
       charged/to be charged to ICICI and such of its other assets as are of an
       insurable nature against fire, theft, lightning, explosion, earthquake,
       riot, strike, civil commotion, storm, tempest, flood, marine risks,
       erection risks, war risks and such other risks as may be specified by
       ICICI.

ii)    The Company shall duly pay all premia and other sums payable for the
       aforesaid purpose. The insurance in respect of the assets charged/to be
       charged to ICICI shall be taken in the joint names of the Company and
       ICICI and any other person or institution having an insurable interest in
       the assets of the Company (pursuant to the approval of ICICI) and
       acceptable to ICICI.

iii)   The Company agrees that, in the event of failure on the part of the
       Company to insure the assets or to pay the insurance premia or other sums
       referred to above, ICICI may at its sole discretion get the assets
       insured or pay the insurance premia and other sums referred to above, as
       the case may be.

iv)    The Company shall deliver to ICICI promptly and in no event, later than
       10 days after the same are issued, originals of all policies of insurance
       and renewals thereof and endorsements thereto.

SECTION 6.3 - NEGATIVE COVENANTS

The Company hereby covenants and agrees that until all the monies due and
payable by the Company under the Facility Agreement are fully paid off to the
satisfaction of ICICI, without the approval of ICICI the Company shall not:

(a)    INDEBTEDNESS

contract, create, incur, assume or suffer to exist any Indebtedness in any
manner whatsoever except as otherwise permitted under the Facility Agreement.
This provision shall not apply to normal trade guarantees.

                                       20
<PAGE>

(b)    MERGER, CONSOLIDATION ETC.

undertake or permit any merger, de-merger, consolidation, reorganisation, scheme
or arrangement or compromise with its creditors or shareholders or effect any
scheme of amalgamation or reconstruction.

(c)    NEGATIVE PLEDGE

(a) create or permit to subsist any encumbrance (save and except for securing
borrowings for working capital requirements in the ordinary course of business,
upto the limit approved by ICICI) or any type of preferential arrangement
(including retention arrangements or escrow arrangements having the effect of
granting security), in any form whatsoever on any of its assets, or (b) (whether
voluntarily or involuntarily) sell, transfer, grant lease or otherwise dispose
of or deal with (or agree to do any of the foregoing at any future time), all or
any of its assets.

(d)    DIVIDEND

declare or pay any dividend or authorise or make any distribution to its
shareholders: (a) unless it has paid all the dues in respect of the Facility
upto the date on which the dividend is proposed to be declared or paid, or has
made satisfactory provisions therefor, or (b) if an Event of Default has
occurred and is subsisting or would occur as a result of such declaration or
payment of dividend or authorisation or making of distribution.

SECTION 6.4 - APPOINTMENT OF NOMINEE DIRECTOR

ICICI shall have the right to appoint and remove from time to time, Director(s)
on the Board of Directors of the Company (such directors are hereinafter
referred to as "the Nominee Director(s)").

(i)    The Nominee Director(s) shall:

       a)     not be required to hold qualification shares nor be liable to
              retire by rotation.

       b)     be entitled to all the rights and privileges of other Directors
              including the sitting fees and expenses as payable to other
              Directors but if any other fees, commission, monies or
              remuneration in any form is payable to the Directors, the fees,
              commission, monies and remuneration in relation to such Nominee
              Director(s) shall be paid by the Company directly to ICICI.

              Provided that if any such Nominee Director(s) is an employee of
              ICICI, the sitting fees and expenses in relation to such Nominee
              Director(s) shall be paid by the Company directly to ICICI.

              Any expenditure incurred by ICICI or the Nominee Director(s) in
              connection with his appointment of directorship shall be borne and
              payable by the Company.

       c)     be appointed a member of committees of the Board, if so desired by
              ICICI.

                                       21
<PAGE>

       d)     be entitled to receive all notices, agenda, etc. and to attend all
              General Meetings and Board Meetings and Meetings of any committees
              of the Board of which he is a member.

(ii)   If, at any time, the Nominee Director(s) is not able to attend a meeting
       of the Board of Directors or any of its committees of which he is a
       member, ICICI may depute an observer to attend the meeting. The expenses
       incurred by ICICI in this connection shall be borne and payable by the
       Company.

(iii)  The Nominee Director(s)/the observer shall furnish to ICICI a report of
       the proceedings of all such meetings.

(iv)   The appointment/removal of the Nominee Director(s) shall be by a notice
       in writing by ICICI addressed to the Company and shall (unless otherwise
       indicated by ICICI) take effect forthwith upon such a notice being
       delivered to the Company.

                                       22
<PAGE>

                                   ARTICLE VII

                                     RECORDS

SECTION 7 - RECORDS

The Company shall keep and maintain in accordance with good business practice
and applicable laws, all statutory books, books of accounts, bank statements and
other records of the Company and in particular, maintain records showing
utilisation of the disbursements under the Facility Agreement, and such records
shall be open to examination by ICICI and their authorised representatives.

                                       23
<PAGE>

                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1 - EVENTS OF DEFAULT

a)     DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE FACILITY

Default has occurred in the payment of principal sums of the Facility on the Due
Dates (whether at stated maturity, by acceleration or otherwise) for payment
thereof.

b)     DEFAULT IN PAYMENT OF INTEREST AND OTHER MONIES

Default has occurred in payment of interest on the Facility or any other monies
payable under the Facility Agreement.

c)     DEFAULT IN PERFORMANCE OF COVENANTS AND CONDITIONS

Default (other than a payment default) has occurred in the performance of any
covenant, condition or agreement on the part of the Company under the Facility
Agreement or by the Company or any other person under the Transaction Documents
and such default has continued for a period of 30 days after notice in writing
thereof has been given to the Company or as the case may be, to such other
person, by ICICI (except where ICICI is of the opinion that such default is
incapable of remedy, in which event, no notice shall be required).

d)     MISLEADING INFORMATION AND REPRESENTATIONS

Any information given by the Company in its Credit Application, in the reports
and other information furnished by or on behalf of the Company in accordance
with the reporting system is incorrect or misleading, or a representation,
warranty or statement made or repeated or deemed to be made or repeated in or in
connection with the Facility Agreement or any Transaction Document by the
Company or any other person, is incorrect or misleading in any respect.

e)     INADEQUATE SECURITY AND INSURANCE

(i)    If the Company's assets have not been kept insured by the Company or
       depreciate in value to such an extent that such depreciation in value
       could in the opinion of ICICI, have a Material Adverse Effect.

(ii)   Any insurance contracted or taken by the Company is not, or ceases to be,
       in full force and effect at any time when it is required to be in effect
       or any insurance is avoided, or any insurer or re-insurer avoids or
       suspends or becomes entitled to avoid or suspend, any insurance or any
       claim under it or otherwise reduce its liability under any insurance or
       any insurer of any insurance is not bound, or ceases to be bound, to meet
       its obligations in full or in part under any insurance.

f)     PROCEEDINGS AGAINST OR DISSOLUTION OF COMPANY

The Company, has voluntarily or involuntarily become the subject of proceedings
under any bankruptcy or insolvency law, or is voluntarily or involuntarily
dissolved, or if the

                                       24
<PAGE>

Company has taken or suffered to be taken any action for its reorganisation,
liquidation or dissolution or if a receiver or liquidator has been appointed or
allowed to be appointed of all or any part of the assets of the Company or if an
attachment or distraint has been levied on the Company's assets or any part
thereof or certificate proceedings have been taken or commenced for recovery of
any dues from the Company or if one or more judgements or decrees have been
rendered or entered against the Company and such judgements or decrees are not
vacated, discharged or stayed for a period of 30 days, and such judgements or
decrees involve in the aggregate, a liability which in the opinion of ICICI,
could have a Material Adverse Effect.

g)     CESSATION OR CHANGE IN BUSINESS

If the Company ceases or threatens to cease to carry on any of its businesses or
gives notice of its intention to do so or if all or any part of the assets of
the Company required or essential for its business or operations are damaged or
destroyed or in the opinion of ICICI, there occurs any change from the date of
the Facility Agreement in the general nature or scope of the business,
operations, management or ownership of the Company, which, in the opinion of
ICICI, could have a Material Adverse Effect.

h)     SECURITY IN JEOPARDY

If, in the opinion of ICICI, the security for the Facility is in jeopardy or
ceases to have effect or if any Transaction Document including any security
document executed or furnished by or on behalf of the Company becomes illegal,
invalid, unenforceable or otherwise fails or ceases to be in effect or fails or
ceases to provide the benefit of the liens, rights, powers, privileges or
security interests purported or sought to be created thereby or if any such
Transaction Document shall be assigned or otherwise transferred, amended or
terminated, repudiated or revoked without the approval of ICICI.

i)     EXPROPRIATION EVENTS

Any government (including any political or administrative sub-division thereof),
governmental authority, agency, official or entity takes or threatens any
action:

(i)    for the dissolution of the Company, or any action which deprives or
       threatens to deprive the Company: (a) from conducting any of its
       businesses or carrying out its operations in the manner it is being
       conducted or carried out, , or (b) of the use of any of its assets;

(ii)   to revoke or terminate or to refuse to provide or renew any authorisation
       or to impose onerous conditions on or on the grant or renewal of any
       authorisation; or

(iii)  with a view to regulate, administer, or limit, or assert any form of
       administrative control over the rates applied, prices charged or rates of
       return achievable, by the Company in connection with its business;

which, in each case, in the opinion of ICICI, could have a Material Adverse
Effect.

                                       25
<PAGE>

j)     CHANGE IN CONTROL

Any person acting singularly or with any other person (either directly or
indirectly) acquires control of the Company or of any other person who controls
the Company, without the approval of ICICI.

k)     ILLEGALITY

(i)    It is or becomes unlawful for the Company or any person (including ICICI)
       to perform any of their respective obligations under the Facility
       Agreement or any Transaction Document;

(ii)   The Facility Agreement or any Transaction Document or any provision
       thereof are required by any law to be amended, waived or repudiated; or

(iii)  Any obligation under the Facility Agreement or any Transaction Document
       is not or ceases to be valid and binding obligation of any person party
       to it or becomes void, illegal, unenforceable or is repudiated by such
       person (other than ICICI).

l)     CROSS DEFAULT

(i)    The Company is unable or had admitted in writing its inability to pay any
       of its Indebtedness as they mature or when due.

(ii)   An event of default howsoever described (or any event which with the
       giving of notice, lapse of time, determination of materiality or
       fulfilment of any other applicable condition or any combination of the
       foregoing would constitute an event of default) occurs under any
       agreement or document relating to any Indebtedness of the Company or if
       any other lenders of the Company including financial institutions or
       banks with whom the Company has entered into agreements for financial
       assistance have recalled its/their assistance or any part thereof.

(iii)  Any person is in breach of, or does not comply with, any term or
       condition (whether, financial, performance or otherwise) of any
       Transaction Document including any security document or undertaking.

m)     MATERIAL ADVERSE EFFECT

One or more events, conditions or circumstances (including any change in law)
shall occur or exist which in the opinion of ICICI, could have a Material
Adverse Effect.

SECTION 8.2 NOTIFICATION OF DEFAULT

The Company shall promptly notify ICICI in writing upon becoming aware of any
default and any event which constitutes (or, with the giving of notice, lapse of
time, determination of materiality or satisfaction of other conditions, would be
likely to constitute) an Event of Default and the steps, if any, being taken to
remedy it.

                                       26
<PAGE>

SECTION 8.3 - CONSEQUENCES OF DEFAULT AND REMEDIES

A.     On the happening of any of the Events of Default, ICICI may, by a notice
in writing to the Company, declare: (a) the principal of and all accrued
interest on and all other monies in respect of the Facility to be due and
payable forthwith, and/or (b) the security created in terms of the Facility
Agreement and the Transaction Documents to be enforceable, and ICICI or such
other person in favour of whom such security or any part thereof is created
shall have inter alia, the following rights (anything in the Facility Agreement
or the Transaction Documents to the contrary notwithstanding) namely:

(i)    to enter upon and take possession of the assets of the Company; and/or

(ii)   to transfer the assets of the Company comprised within the security
       created in favour of ICICI or such other person by way of lease, leave
       and licence, sale or otherwise.

B.     In addition to the rights specified in Sub-clause (A) above, ICICI shall
also have the following rights:

(i)    APPOINTMENT OF WHOLE-TIME DIRECTOR(S)

       ICICI shall have the right to appoint and remove from time to time, whole
       time Director(s) on the Board of Directors of the Company (such directors
       are hereinafter referred to as the "Whole time Nominee Director(s)").

       (A)    The Whole time Nominee Director(s) shall:

           a) not be required to hold qualification shares nor be liable to
              retire by rotation.

           b) exercise such powers and duties as may be approved by ICICI and
              have such rights as are usually exercised by or are available to a
              whole time director, in the management of the affairs of the
              Company.

           c) be entitled to receive such remuneration, fees, commission and
              monies as may be approved by ICICI.

              Any expenditure incurred by ICICI or the Whole time Nominee
              Director(s) in connection with his appointment of directorship
              shall be borne and payable by the Company.

           d) be appointed a member of committees of the Board, if so desired by
              ICICI.

           e) be entitled to receive all notices, agenda, etc. and to attend all
              General Meetings and Board Meetings and Meetings of any committees
              of the Board of which he is a member.

       (B)    If, at any time, the Whole time Nominee Director(s) is not able to
              attend a meeting of the Board of Directors or any of its
              committees of which he is a member, ICICI may depute an observer
              to attend the meeting. The expenses incurred by ICICI in this
              connection shall be borne and payable by the Company.

                                       27
<PAGE>

       (C)    The Whole time Nominee Director(s)/the observer shall furnish to
              ICICI a report of the proceedings of all such meetings.

       (D)    The appointment/removal of the Whole time Nominee Director(s)
              shall be by notice in writing by ICICI addressed to the Company
              and shall (unless otherwise indicated by ICICI) take effect
              forthwith upon such a notice being delivered to the Company.

(ii)   REVIEW OF MANAGEMENT

       ICICI shall have a right to review the management set up or organisation
       of the Company and to require the Company to restructure it as may be
       considered necessary by ICICI, including the formation of management
       committees with such powers and functions as may be considered suitable
       by ICICI. The Company shall comply with all such requirements of ICICI.

(iii)  CONVERSION RIGHT IN CASE OF DEFAULT

(a)(1) If the Facility is denominated in Rupees, in the event the Company
       commits a default in payment or repayment of two consecutive instalments
       of principal amounts of the Facility or interest thereon or any
       combination thereof, then ICICI shall have the right to convert (which
       right is hereinafter referred to as "the conversion right") at its option
       the whole or part of the outstanding amount of the Facility (whether then
       due and payable or not), into fully paid-up equity shares of the Company,
       at par from the date (which date is hereinafter referred to as the "date
       of conversion") and in the manner specified in a notice in writing to be
       given by ICICI to the Company (which notice is hereinafter referred to as
       "the notice of conversion").

(a)(2) If the Facility is denominated in foreign currencies, in the event the
       Company commits a default in payment or repayment of any instalment of
       principal amounts of the Facility or interest thereon, then ICICI shall
       have the right to convert (which right is hereinafter referred to as "the
       conversion right") at its option the Rupee equivalent of the whole or
       part of the outstanding amount of the Facility (whether then due and
       payable or not), into fully paid-up equity shares of the Company, at par
       from the date (which date is hereinafter referred to as the "date of
       conversion") and in the manner specified in a notice in writing to be
       given by ICICI to the Company (which notice is hereinafter referred to as
       "the notice of conversion").

       Provided however, and notwithstanding anything to the contrary contained
       in Sub-clauses (a)(1) and (a)(2) above, in the event the principal amount
       of the Facility is repayable in one instalment, ICICI shall be entitled
       to exercise the conversion right if the Company defaults in repayment of
       such instalment of principal amounts of the Facility or in payment of any
       interest thereon.

(b)    The conversion right reserved as aforesaid may be exercised by ICICI on
       one or more occasions during the currency of the Facility on the
       happening of the event specified above.

(c)    On receipt of notice of conversion, the Company shall allot and issue the
       requisite number of fully paid-up equity shares to ICICI as from the date
       of conversion and

                                       28
<PAGE>

       ICICI shall accept the same in satisfaction of the part of the Facility
       so converted. The part of the Facility so converted shall cease to carry
       interest as from the date of conversion and the Facility shall stand
       correspondingly reduced. Upon such conversion, the instalments of the
       Facility payable after the date of conversion as per the Facility
       Agreement shall stand reduced proportionately by the amounts of the
       Facility so converted. The equity shares so allotted and issued to ICICI
       shall carry, from the date of conversion, the right to receive
       proportionately the dividends and other distributions declared or to be
       declared in respect of the equity capital of the Company. Save as
       aforesaid, the said shares shall rank pari passu with the existing equity
       shares of the Company in all respects. The Company shall, at all times,
       maintain sufficient un-issued equity shares for the above purpose.

(d)    In the event of ICICI exercising the conversion right as aforesaid, the
       Company shall at its cost get the equity shares, issued to ICICI as a
       result of the conversion, listed with such Stock Exchanges as may be
       prescribed by ICICI.

(iv)   APPOINTMENT OF TECHNICAL/MANAGEMENT CONSULTANT

       ICICI shall have the right to appoint, whenever it considers necessary,
       any person engaged in technical, management or any other consultancy
       business to inspect and examine the working of the Company and its assets
       including its premises, factories and facilities and to report to ICICI.
       ICICI shall also have the right to appoint, whenever it considers
       necessary, any Chartered Accountants/Cost Accountants as auditors for
       carrying out any specific assignments or to examine the financial or cost
       accounting system and procedures adopted by the Company for its working
       or as concurrent or internal auditors, or for conducting a special audit
       of the Company. The costs, charges and expenses including professional
       fees and travelling and other expenses of such consultants or auditors
       shall be borne and payable by the Company.

C.     OTHER CONSEQUENCES OF DEFAULT

On the happening of any of the Events of Default and so long as such Event of
Default is subsisting, the Company shall not, without the approval of ICICI:

(i)    undertake any new project, modernisation, diversification or substantial
       expansion of any project.

(ii)   change the composition of its Board of Directors and/or its management
       set-up or appoint/re-appoint/remove the managing director or any other
       person holding substantial powers of management by whatever name called.

(iii)  amend or modify its Memorandum and Articles of Association.

(iv)   make any investments whether by way of deposits, loans, or investments in
       share capital or otherwise, in any concern or provide any credit or give
       any guarantee, indemnity or similar assurance.

(v)    (a) buy back, cancel, retire, reduce, redeem, re-purchase, purchase or
       otherwise acquire any of its share capital now or hereafter outstanding,
       or set aside any funds for the foregoing purposes, or (b) issue any
       further share capital whether on

                                       29
<PAGE>

       a preferential basis or otherwise or change its capital structure in any
       manner whatsoever.

(vi)   change its financial year-end from 31st March (or such other date as may
       be approved by ICICI).

(vii)  change the accounting method or policies currently followed by the
       Company.

SECTION 8.4 - EXPENSES OF PRESERVATION OF ASSETS OF COMPANY AND OF COLLECTION

All expenses incurred by ICICI after an Event of Default has occurred including
in connection with:

i)     preservation of, or enforcement action against the Company's assets or
       the assets comprised within the security for the Facility (whether then
       or thereafter existing); and

ii)    collection of amounts due under the Facility Agreement and the
       Transaction Documents,

shall be payable by the Company.

SECTION 8.5 - SUSPENSION AND TERMINATION

A.     If any Event of Default has occurred or is continuing or if the Company
       has not availed of or drawn from the Facility by the date referred to in
       the Facility Agreement or such later date as may be permitted by ICICI,
       then, in such event, ICICI may, by notice in writing to the Company:

       i)     suspend further access by the Company to the use of the Facility
              under the Facility Agreement. The right of the Company to avail of
              or make drawals from the Facility shall continue to be suspended
              until ICICI has notified the Company that the right to avail of or
              make drawals from the Facility has been restored; or

       ii)    terminate the right of the Company to avail of or make drawals
              from the Facility. Upon such notice, the unutilised amount of the
              Facility shall stand cancelled.

B.     If the Facility is denominated in foreign currencies, in the event ICICI
       is, for any reason, denied further access to their loan facility from the
       Foreign Lending Agency, ICICI may by notice in writing to the Company,
       terminate the right of the Company to make withdrawals. Upon such notice,
       the undrawn amount of the Facility shall stand cancelled.

C.     Notwithstanding any suspension or termination pursuant to Sub-clauses (A)
       or (B) above, all the provisions of the Facility Agreement for the
       benefit or protection of ICICI and its interests shall continue to be in
       full force and effect as specifically provided in the Facility Agreement.

                                       30
<PAGE>

                                   ARTICLE IX

                                  CANCELLATION

SECTION 9.1 - CANCELLATION

The Company shall not cancel the Facility or any part thereof without the
approval of ICICI.

SECTION 9.2 - BENEFIT OR PROTECTION

Notwithstanding any cancellation, all the provisions of the Facility Agreement
for the benefit or protection of ICICI and its interests shall continue to be in
full force and effect as specifically provided in the Facility Agreement.

                                       31
<PAGE>

                                    ARTICLE X

                                     WAIVER

SECTION 10 - WAIVER NOT TO IMPAIR THE RIGHTS OF ICICI

No delay in exercising or omission to exercise any right, power or remedy
accruing to ICICI upon any default or otherwise under the Facility Agreement or
the Transaction Documents shall impair any such right, power or remedy or shall
be construed to be a waiver thereof or any acquiescence in such default, nor
shall the action or inaction of ICICI in respect of any default or any
acquiescence by it in any default, affect or impair any right, power or remedy
of ICICI in respect of any other default. The rights of ICICI under the Facility
Agreement and the Transaction Documents may be exercised as often as necessary,
are cumulative and not exclusive of their rights under the general law and may
be waived only in writing and specifically and at ICICI's sole discretion.

                                       32
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1 - SERVICE OF NOTICE

a)     All notices or other communications under or in connection with the
       Facility Agreement shall be given in writing and, unless otherwise stated
       may be made by letter, telex or facsimile. Any such notice or other
       communication will be deemed to be effective:

       (i)    if sent by letter, when delivered personally or if despatched by
              post, when recall of the letter is outside the control of the
              sender;

       (ii)   if sent by telex, when sent (if, at the time of transmission, the
              correct answer-back appears at the start and at the end of the
              sender's copy of the notice); and

       (iii)  if sent by facsimile, when sent (on receipt of a confirmation to
              the correct facsimile number).

       Provided, however, that no notice or communication to ICICI shall be
       effective unless actually received by ICICI.

b)     Notices or communications may be made to: (i) the Company's recognised
       address, telex or facsimile number, and (ii) ICICI's address, telex or
       facsimile number of its Registered Office and Zonal/Regional Office
       specified in the Facility Agreement, or to such other address, telex or
       facsimile number as may be designated by the Company and ICICI in writing
       to each other.

SECTION 11.2 - EVIDENCE OF DEBT

a)     ICICI shall maintain, in accordance with its usual practice, accounts
       evidencing the amounts from time to time lent by and/or owing to it under
       the Facility Agreement and the Transaction Documents.

b)     in any legal action or proceedings arising out of or in connection with
       the Facility Agreement, the entries made in the accounts maintained
       pursuant to Sub-clause (a) above shall be prima-facie and conclusive
       evidence of the existence and amount of obligations of the Company as
       therein recorded.

SECTION 11.3 - JURISDICTION

ICICI and the Company agree that any legal action or proceedings arising out of
the Facility Agreement shall be brought in the High Court of Judicature at
Mumbai in India and irrevocably submit themselves to the jurisdiction of that
Court. ICICI may, however, in its absolute discretion commence any legal action
or proceedings arising out of the Facility Agreement in any other court,
tribunal or other appropriate forum, and the Company hereby consents to that
jurisdiction.

                                       33
<PAGE>

SECTION 11.4 - GOVERNING LAW

The Facility Agreement and the Transaction Documents (unless otherwise specified
in any Transaction Document) shall be governed by and construed in accordance
with the laws of India.

SECTION 11.5 - ASSIGNMENT

The Company shall not assign or transfer all or any of its rights, benefits or
obligations under the Facility Agreement and the Transaction Documents without
the approval of ICICI. ICICI may, at any time, assign or transfer all or any of
its rights, benefits and obligations under the Facility Agreement and the
Transaction Documents.

SECTION 11.6 - BENEFIT OF THE FACILITY AGREEMENT

Subject to Section 11.5 hereof, the Facility Agreement shall be binding upon and
enure to the benefit of each party hereto and its successors and assigns.

SECTION 11.7 - SEVERABILITY

Any provision of the Facility Agreement or any Transaction Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of prohibition or un-enforceability but that shall
not invalidate the remaining provisions of the Facility Agreement or such
Transaction Document or affect such provision in any other jurisdiction.

/s/ (ILLEGIBLE)             S. C. Senapaty,
    -----------------------

/s/ (ILLEGIBLE)             T. Kumar
    -----------------------

/s/ (ILLEGIBLE)             K. Venkatesan
    -----------------------




                                       34
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>20
<FILENAME>0020.txt
<DESCRIPTION>LOAN AGREEMENT DATED FEBRUARY 21, 2000
<TEXT>

<PAGE>
                                                                   Exhibit 10.14

                       [GRAPHIC OMITTED - TWENTY RUPEES]

                                                           ICICI LIMITED
                                                           ICICI TOWERS
                                                           BANDRA KURLA COMPLEX
                                                           MUMBAI 400051 (INDIA)

                     CORPORATE RUPEE LOAN FACILITY AGREEMENT

THIS FACILITY AGREEMENT made this 21st day of February, Two Thousand between
WIPRO FINANCE LIMITED, a public company within the meaning of the Companies Act,
1956 and having its Registered Office at Wipro Centre, 5, Papanna Street, St.
Mark's Road, Bangalore 560 001 (the "Company", which expression shall, unless it
be repugnant to the subject or context thereof, include its successors and
permitted assigns) of the ONE PART

                                       AND

ICICI LIMITED, a public company incorporated under the Indian Companies Act,
1913 and having its Registered Office at ICICI Towers, Bandra Kurla Complex,
Bandra (East), Mumbai 400051 and a Zonal Office at "Raheja Towers", East Wing,
II Floor, 26-27, M.G. Road, Bangalore 560 001 ("ICICI", which expression shall,
unless it be repugnant to the subject or context thereof, include its successors
and assigns) of the OTHER PART.
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

1.1      In the Facility Agreement and the General Conditions, unless there is
         anything repugnant to the subject or context thereof, the expressions
         listed below shall have the following meanings viz.:

(a)      "Due Date" means, in respect of -

         i)       an instalment of principal amount of the Facility - the date
                  on which the instalment falls due as stipulated in Schedule I
                  hereof;

         ii)      interest - the date on which interest falls due as stipulated
                  in Section 2.2 hereof;

         iii)     any other amount payable under the Facility Agreement - the
                  date on which such amount falls due in terms of the Facility
                  Agreement.

         or such other dates on which any amounts including principal, interest
         or other monies, fall due in terms of the Facility Agreement.

(b)      "Facility" - shall have the meaning ascribed thereto in Section 2.1
         hereof.

(c)      `General Conditions' means the GENERAL CONDITIONS GC-C-99 APPLICABLE TO
         FACILITIES PROVIDED BY ICICI. The Facility hereby agreed to be provided
         by ICICI shall be subject to the Company complying with the terms and
         conditions set out herein and also in the General Conditions, which is
         annexed hereto. The General Conditions shall be deemed to form part of
         the Facility Agreement and shall be read as if they are specifically
         incorporated herein.

         PROVIDED HOWEVER the General Conditions shall in their application to
         the Facility Agreement stand modified as follows:

         A.       Section 3.3 - Interest - Clause (iv) stands deleted;

         B.       Section 8.3 B (i) - Appointment of Whole - Time Director(s)
                  stands deleted;

         C.       Section 6.4 - Appointment of Nominee Director stands
                  renumbered as Section 8.3 B (i);

         D.       Section 3.8 - Reimbursement of Expenses - Clause (i) - The
                  words "6.4(ii)" stand substituted with the words "Section
                  8.3B(i)(A)(c) & (B)";

         E.       Section 6.2(f) - Insurance - Stands deleted

         F.       Section 4 - Representations and Warranties - Clause (u) -
                  Encumbrances stands deleted;

         G.       Section 8.3 - Consequences of Default and Remedies - Clause A
                  Sub clauses (i) and (ii) are modified as follows:
<PAGE>

                  (i)      to transfer all or any part of the shares of Wipro
                           Limited comprised within the security created in
                           favour of ICICI by way of sale or otherwise."

         H.       Section 4 - Representations and Warranties - Clause (n) -
                  Insurances stands deleted;

         I.       Section 8.1 - Events of Default - Clause (e) - Inadequate
                  Security and Insurance - stands deleted.

(d)      "Long Term Prime Rate" or "LTPR" means the percentage rate per annum
         decided by ICICI from time to time as applicable to long term rupee
         loans (excluding interest tax or other statutory levy) as notified by
         ICICI from time to time.

(e)      "Security Cover" means the ratio of the aggregate market value of the
         shares pledged to ICICI in terms of the Facility Agreement, to the
         Facility.

All capitalised terms used but not defined in the Facility Agreement shall have
the respective meanings assigned to them under the General Conditions.
<PAGE>

                                   ARTICLE II

                          AMOUNT AND TERMS OF FACILITY

2.1      AMOUNT

The Company agrees to borrow from ICICI and ICICI agrees to lend to the Company,
on the terms and conditions contained herein as also in the General Conditions,
for the purpose of meeting a part of the Company's requirement of funds for the
year 1999-2000 (the "Purpose") a Rupee term loan not exceeding Rs. 150.0 million
(the "Facility").

2.2      INTEREST

i)       The company shall pay to ICICI on the 15th of every month, interest on
         the loan outstanding from time to time at ICICI Long Term Prime Rate
         (LTPR) prevailing on the date of disbursement of the Loan + 1.25% p.a.
         + applicable interest tax or other statutory levy, if any.

ii)      ICICI may, at its sole discretion, charge interest on the Facility at
         the weighted average rate of interest on the disbursements made out of
         the Facility. For the purpose of this clause "weighted average rate"
         means the weighted mean of the rates of interest applicable to the
         Facility.

2.3      COMPUTATION OF INTEREST AND OTHER CHARGES

Interest and all other charges shall accrue from day to day and shall be
computed on the basis of 365 days year and the actual number of days elapsed.

2.4      FRONT END FEE

The Company confirms having paid to ICICI, non-refundable Front End Fee of 0.5%
of the Facility.

2.5      DRAWDOWN SCHEDULE

The Company shall provide to ICICI on or before signing of the Facility
Agreement an irrevocable draw down schedule in writing for the entire Facility,
disbursements pursuant to which shall however be subject to the provisions of
Section 3.1 of the General Conditions.

2.6      NOTICE OF DRAWAL

The Company shall furnish to ICICI an irrevocable notice of drawal not more than
45 nor less than 30 Business Days before each draw down date, which draw down
date should be a Business Day.

2.7      LAST DATE OF DRAWAL

Unless ICICI otherwise agrees, the right to make drawals from the Facility shall
cease on MARCH 31, 2000.
<PAGE>

2.8      REPAYMENT

a)       The Company undertakes to repay the principal amounts of the Facility
         in accordance with the repayment schedule set forth in Schedule I
         hereto.

b)       If, for any reason, the amount finally disbursed by ICICI out of the
         Facility is less than the amount of the Facility, the instalments of
         repayment of the Facility shall stand reduced proportionately but shall
         be payable on the same dates as specified in the repayment schedule set
         forth in Schedule I hereto.
<PAGE>

                                  ARTICLE III

                                    SECURITY

3.1      SECURITY FOR THE FACILITY

The Facility together with all interest, liquidated damages, premia on
prepayment if any, costs, charges, expenses and other monies whatsoever
stipulated in or payable under the Facility Agreement shall be secured by Pledge
of such number of equity shares of Wipro Limited held by Shri Azim H. Premji, so
that the value of the shares so pledged computed on the basis of the lower of
last 6 months average closing price/the previous day's closing price of the
shares on the Bombay Stock Exchange on the date of pledge is 2.0 times the
Facility. The company shall also undertake to provide such additional equity
shares of Wipro Limited as pledge, in the event the coverage of the Facility
computed on the basis of the lower of last 6 months average closing price/the
previous day's closing price of the shares on the Bombay Stock Exchange fall
below 1.5 times at any point of time, to as to maintain a coverage of at least
2.0 times of the Facility.

Provided that in the event the coverage of the Facility computed on the basis of
the lower of last 6 months average closing price/the previous day's closing
price of the shares on the Bombay Stock Exchange exceeds 2.5 times at any point
of time, ICICI shall release such equity shares pledged, so as to maintain a
coverage of 2.0 times of the Facility.

3.2      CREATION OF ADDITIONAL SECURITY

If, at any time during the subsistence of the Facility Agreement, ICICI is of
the opinion that the security provided for the Facility has become inadequate to
cover the Facility then outstanding, then, on ICICI advising the Company to that
effect, the Company shall procure, provide and furnish to ICICI, to the
satisfaction of ICICI such additional security including, but not by way of
limitation, a pledge of such additional equity shares of Wipro Limited so as to
meet the minimum requirements as to Security Cover in terms of the Facility
Agreement, as may be acceptable to ICICI to cover such deficiency.
<PAGE>

                                   ARTICLE IV

                               SPECIAL CONDITIONS

The Facility hereby granted shall also be subject to the Company complying with
the special conditions set out in Schedule II hereto.
<PAGE>

                                    ARTICLE V

                      EFFECTIVE DATE OF FACILITY AGREEMENT

The Facility Agreement shall become binding on the Company and ICICI on and from
the date first above written. It shall be in full force and effect till all the
monies due and payable by the Company under the Facility Agreement are fully
paid off to the satisfaction of ICICI.
<PAGE>

                                  SCHEDULE - I

                               REPAYMENT SCHEDULE

The Company shall repay each Tranche of the Facility in 12 (twelve) monthly
instalments commencing from August 15, 2002 and ending on July 15, 2003.
<PAGE>

                                 SCHEDULE - II

                               SPECIAL CONDITIONS

(a)      SPECIAL BANK ACCOUNT

The Company shall:

i)       keep the drawals from the Facility in special accounts in the name of
         the Company with ICICI Banking Corporation Limited or such other
         scheduled bank as may be approved by ICICI, the payments from which
         account shall be subject to verification by any person authorised in
         this behalf by ICICI. The Company shall also obtain and furnish to
         ICICI a letter (in a form approved by ICICI) from the said bank
         forgoing its right of set-off or lien in respect of such account.

ii)      keep such records as may be required by ICICI to facilitate
         verification of the entries in the said account. The Company shall also
         authorise the said bank to furnish to ICICI, as and when required by
         it, certified true copy of the said account with details for
         verification by ICICI, at the expense of the Company.

iii)     not transfer the Facility or any portion thereof from the said account
         for being kept in call or any deposit in any bank without obtaining the
         approval of ICICI.

(b)      SECURITY COVER

Unless otherwise permitted by ICICI, the Company shall maintain a minimum
Security Cover of 1.5 times during the currency of the Facility.
<PAGE>

IN WITNESS WHEREOF the Company and ICICI have caused the Facility Agreement to
be executed in duplicate on the day, month and year first hereinabove written as
hereinafter appearing.

THE COMMON SEAL of WIPRO FINANCE LIMITED
has pursuant to the Resolution of its
Board of Directors passed in that behalf
on the 21st day of February, 2000,
hereunto been affixed in the presence of
Shri P.V. Srinivasan Director and
________________________ who
have signed these presents in token
thereof and Shri T.R. Ranchandran
authorized person who has countersigned
the same in token thereof.

SIGNED AND DELIVERED by the withinnamed
ICICI LIMITED by the hand of Shri K.V.
Unni, its authorised official.
<PAGE>

                           GENERAL CONDITIONS GC-C-99

               APPLICABLE TO FACILITIES PROVIDED BY ICICI LIMITED


                                       1
<PAGE>

                                    ARTICLE I

                                  APPLICABILITY

The General Conditions (the "General Conditions") set out herein shall, if the
Facility Agreement so provides, be applicable to Facilities provided by ICICI.

If there is any inconsistency between the General Conditions and the Facility
Agreement, the Facility Agreement will prevail.

                                       2
<PAGE>

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

SECTION 2.1 - DEFINITIONS

In the Facility Agreement and the General Conditions, unless there is anything
repugnant to the subject or context thereof, the expressions listed below shall
have the following meanings viz.:

1.       "Business Day" means a day on which the Zonal/Regional Office of ICICI
         described in the Facility Agreement, or such other office as may be
         notified by ICICI to the Company, is open for normal business
         transactions.

2.       "Credit Application" means the application/request for credit facility
         made by the Company to ICICI and all information, particulars and
         clarifications furnished by the Company to ICICI from time to time in
         respect thereof.

3.       "Event of Default" means any of the Events of Default specified in
         Section 8.1 hereof.

4.       "Facility Agreement" means the particular facility agreement entered
         into between the Company and ICICI in respect of the Facility and
         includes the General Conditions as applied thereto, and all schedules
         and amendments to such Facility Agreement. Unless the term 'General
         Conditions' is used separately, the term 'Facility Agreement', wherever
         used in the Facility Agreement or the General Conditions, shall be
         deemed to refer to the Facility Agreement read together with and
         including the General Conditions.

5.       "Foreign Lending Agency" means the foreign lending agency if any,
         described in the Facility Agreement.

6.       "Indebtedness" means any indebtedness whatsoever of the Company at any
         time for or in respect of monies borrowed, contracted or raised
         (whether or not for cash consideration) or liabilities contracted by
         whatever means (including under guarantees, indemnities, acceptance,
         credits, deposits, hire-purchase and leasing).

7.       "Intellectual Property" means all patents, trademarks, permits, service
         marks, brands, trade names, trade secrets, proprietary information and
         knowledge, technology, computer programs, databases, copyrights,
         licences, franchises, formulae, designs, rights of confidential
         information and all other intellectual property.

8.       "Intellectual Property Rights" mean all rights, benefits, title or
         interest in or to any Intellectual Property, anywhere in the world
         (whether registered or not and including all applications for the
         same).

9.       "Maximum Lending Rate" means the rate of interest per annum equivalent
         to 5.5% over the long term prime lending rate of ICICI for Rupee loans
         prevailing from time to time or such other rate of interest as may be
         specified by ICICI from time to time as its Maximum Lending Rate.

                                       3
<PAGE>

10.      "Material Adverse Effect" means the effect or consequence of any event
         or circumstance which is or is likely to be:

         (a)      adverse to the ability of the Company or any person to perform
                  or comply with any of their respective obligations under the
                  Facility Agreement or any Transaction Document in accordance
                  with their respective terms; or

         (b)      prejudicial to any of the businesses, operations or financial
                  condition of the Company or its projects or of any person who
                  is party to any Transaction Document.

11.      "Purpose" - shall have the meaning ascribed thereto in Section 2.1 of
         the Facility Agreement.

12.      "Tranche" - shall have the meaning ascribed thereto in Section 3.1
         hereof.

13.      "Transaction Documents" - include all agreements, instruments,
         undertakings, indentures, deeds, writings and other documents (whether
         financing, security or otherwise) executed or entered into, or to be
         executed or entered into, by the Company or as the case may be, any
         other person, in relation, or pertaining, to the transactions
         contemplated by, or under the Facility Agreement or any Transaction
         Document, and each such Transaction Document as amended from time to
         time.

All capitalised terms used but not defined in the General Conditions shall have
the respective meanings assigned to them under the Facility Agreement.

SECTION 2.2 - CONSTRUCTION

In the Facility Agreement, unless the contrary intention appears:

(a)      a reference to:

         an "amendment" includes a supplement, modification, novation,
         replacement or re-enactment and "amended" is to be construed
         accordingly;

         "assets" include all properties whatsoever both present and future,
         (whether tangible, intangible or otherwise) (including Intellectual
         Property and Intellectual Property Rights), investments, cash-flows,
         revenues, rights, benefits, interests and title of every description;

         an "authorisation" includes an authorisation, consent, clearance,
         approval, permission, resolution, licence, exemption, filing and
         registration;

         "control" includes the power to direct the management and policies of
         an entity, whether through the ownership of voting capital, by contract
         or otherwise;

         "encumbrance" includes a mortgage, charge, lien, pledge, hypothecation,
         security interest or any lien of any description whatsoever.

         "person" includes an individual, corporation, partnership, joint
         venture, association of persons, trust, unincorporated organisation,
         government (central,

                                       4
<PAGE>

         state or otherwise), sovereign state, or any agency, department,
         authority or political subdivision thereof, international organisation,
         agency or authority (in each case, whether or not having separate legal
         personality) and shall include their respective successors and assigns
         and in case of an individual shall include his legal representatives,
         administrators, executors and heirs and in case of a trust shall
         include the trustee or the trustees for the time being.

         "law" includes any constitution, statute, law, rule, regulation,
         ordinance, judgement, order, decree, authorisation, or any published
         directive, guideline, requirement or governmental restriction having
         the force of law, or any determination by, or interpretation of any of
         the foregoing by, any judicial authority, whether in effect as of the
         date of the Facility Agreement or thereafter and each as amended from
         time to time.

         "repayment" includes "redemption" and vice-versa and repaid, repayable,
         repay, redeemed, redeemable and redemption shall be construed
         accordingly.

(b)      a reference to a Sub-clause, Section or a Schedule of the Facility
         Agreement or the General Conditions shall denote a reference to such
         Sub-clause, Section or Schedule as specified, of the Facility Agreement
         or the General Conditions;

(c)      the singular includes the plural (and vice versa);

(d)      the index to and the headings in the Facility Agreement are inserted
         for convenience of reference only and are to be ignored in construing
         and interpreting the Facility Agreement;

(e)      reference to the words "include" or "including" shall be construed
         without limitation;

(f)      reference to a gender shall include references to the female, male and
         neuter genders;

(g)      all approvals, permissions, consents or acceptance required from ICICI
         for any matter shall require the "prior", "written" approval,
         permission, consent or acceptance of ICICI;

(h)      the words 'hereof', 'herein', and 'hereto' and words of similar import
         when used with reference to a specific Section or Sub-clause in, or
         Schedule to, the Facility Agreement or the General Conditions shall
         refer to such Section or Sub-clause in, or Schedule to, the Facility
         Agreement or as the case may be, the General Conditions, and when used
         otherwise than in connection with specific Sections, Sub-clauses or
         Schedules, shall refer to the Facility Agreement as a whole;

(i)      in the event of any disagreement or dispute between ICICI and the
         Company regarding the materiality of any matter including of any event,
         occurrence, circumstance, change, fact, information, document,
         authorisation, proceeding, act, omission, claims, breach, default or
         otherwise, the opinion of ICICI as to the materiality of any of the
         foregoing shall be final and binding on the Company.

                                       5
<PAGE>

                                   ARTICLE III

               DISBURSEMENT, INTEREST, OTHER CHARGES AND REPAYMENT

SECTION 3.1 - TERMS OF DISBURSEMENT

Disbursements may be made by ICICI in one or more instalments (each a "Tranche")
as may be decided by ICICI, subject to the Company complying with the provisions
of the Facility Agreement. If the Facility is denominated in Rupees, all
disbursements shall be by cheques/authorisations and if the Facility is
denominated in foreign currencies, all disbursements shall be by authorisations.
All the collection/remittance charges will be borne by the Company.

SECTION 3.2 - ADJUSTMENT OF OVERDUES

ICICI may at its sole discretion deduct from sums to be lent and advanced to the
Company any monies then remaining due and payable by the Company to ICICI,
whether under the Facility Agreement or otherwise.

SECTION 3.3 - INTEREST

i)       The Company shall pay to ICICI interest on the principal amounts of the
         Facility in the manner and on the dates specified in the Facility
         Agreement.

ii)      The Company shall pay to ICICI interest on all other monies payable to
         ICICI under the Facility Agreement, at the Maximum Lending Rate or at
         the applicable rate under the Facility Agreement, whichever is higher.
         Such interest shall also be paid on the dates specified in Sub-clause
         (i) above.

iii)     All interest on the Facility and on all other monies accruing due under
         the Facility Agreement shall, in case the same be not paid on the
         respective Due Dates, carry further interest at the Maximum Lending
         Rate or at the applicable rate under the Facility Agreement, whichever
         is higher. Such interest will be computed from the respective Due Dates
         and shall become payable upon the footing of compound interest with
         monthly/quarterly/half-yearly/yearly rests as provided in the Facility
         Agreement and shall be payable on the dates specified in Sub-clause (i)
         above.

iv)      The interest rates mentioned in Sub-clauses (i), (ii) and (iii) above
         shall until creation of final security for the Facility in accordance
         with the Facility Agreement be increased by the same percentage as
         provided in the Facility Agreement for disbursements made pending
         creation of full and final security in accordance with the Facility
         Agreement.

SECTION 3.4 - IMPOSTS, COSTS AND CHARGES

i)       The Company shall, bear all interest tax as may be levied from time to
         time under the Interest Tax Act, 1974 and all other imposts, duties and
         taxes (of any description whatsoever) as may be levied from time to
         time by the Government or other authority pertaining to or in
         connection with the Facility.

                                       6
<PAGE>

ii)      The Company shall pay all costs, charges (including legal fees, cost of
         investigation of title to the Company's assets and protection of
         ICICI's interest) and expenses in any way incurred by ICICI and such
         stamp duty, other duties, taxes, charges and penalties if and when the
         Company is required to pay according to the laws for the time being in
         force.

iii)     In the event of the Company failing to pay the monies referred to in
         sub-clause (i) and (ii) above, ICICI will be at liberty (but shall not
         be obliged) to pay the same. The Company shall reimburse all sums paid
         by ICICI in accordance with the provisions contained herein.

iv)      All payments by the Company under the Facility Agreement shall be made
         free and clear of and without any deduction, except to the extent that
         the Company is required by law to make payment subject to any taxes. If
         any tax or amounts in respect of tax must be deducted, or any other
         deductions must be made, from any amounts payable or paid by the
         Company, the Company shall pay such additional amounts as may be
         necessary to ensure that ICICI receives a net amount equal to the full
         amount which it would have received had payment not been made subject
         to tax or other deduction. Provided that, all taxes required by law to
         be deducted by the Company from any amounts of interest paid or payable
         under the Facility Agreement shall be paid by the Company when due and
         the Company shall, within 30 days of the payment being made, deliver to
         ICICI evidence satisfactory to ICICI (including all relevant tax
         receipts in originals) that the payment has been duly remitted to the
         appropriate authority.

SECTION 3.5 - PREMATURE REPAYMENT

The Company shall not, without the approval of ICICI (which approval may be
given subject to such terms and conditions as may be stipulated by ICICI
including payment of prepayment premium), prepay the outstanding principal
amounts of the Facility in full or in part, before the Due Dates.

SECTION 3.6 - DUE DATE OF PAYMENT

If the Due Date in respect of an instalment of the principal amount of the
Facility, interest, front end fee or any other payment falls on a day which is
not a Business Day at the place where the payment is to be made, the immediately
preceding Business Day shall be the Due Date for such payment.

SECTION 3.7 - LIQUIDATED DAMAGES ON DEFAULTED AMOUNTS

In case of default in payment of instalment of principal amounts of the
Facility, interest, front end fee and all other monies (except liquidated
damages) on their respective Due Dates, the Company shall pay on the defaulted
amounts, liquidated damages at the rate of 2.1% per annum for the period of
default. Liquidated damages shall be payable in the manner, and on the Due Dates
specified for payment of interest under the Facility Agreement.

                                       7
<PAGE>

SECTION 3.8 - REIMBURSEMENT OF EXPENSES

(i)      The Company shall reimburse all sums paid and/or expenses incurred by
         ICICI under the Facility Agreement within 20 Business Days from the
         date of notice of demand from ICICI. All such sums shall be debited to
         the Company's loan account and shall carry interest from the date of
         payment till such reimbursement at the rate specified in Section 3.3
         (ii) hereof. Provided that in respect of amounts incurred or paid by
         ICICI in terms of Sections 6.4 (ii) hereof, interest at the rate
         specified in Section 3.3 (ii) hereof in respect of such amounts
         incurred or paid by ICICI shall be payable only from the day falling
         after 5 Business Days after the date of notice of demand from ICICI.

(ii)     In case of default in making such reimbursement in accordance with
         Sub-clause (i) above within 20 Business Days from the date of notice of
         demand, the Company shall also pay on the defaulted amounts, liquidated
         damages at the rate of 2.1% per annum from the expiry of 20 Business
         Days from the date of notice of demand till reimbursement, in
         accordance with the provisions of Section 3.7 hereof.

SECTION 3.9 - APPROPRIATION OF PAYMENTS

The Company agrees and confirms that ICICI may at its absolute discretion,
appropriate any payments made by the Company under the Facility Agreement,
towards the dues payable by the Company to ICICI under the Facility Agreement
and/or other financing agreements entered into between the Company and ICICI,
and such appropriation by ICICI shall be final and binding on the Company in all
respects.

SECTION 3.10 - PROVISIONS RELATING TO ALTERATION IN THE CURRENCY/
FACILITY/CURRENCY OR INTEREST SWAPS IF THE FACILTY IS DENOMINATED IN FOREIGN
CURRENCIES

If the Facility is denominated in foreign currencies, ICICI may at any time, at
its absolute discretion, substitute the original currency or its equivalent
currency as the case may be of the Facility or any part thereof, with a new
currency or its equivalent currency. In such an event, the liability of the
Company in respect of the Facility or such part thereof, as regards rate of
interest, repayment of principal, date and mode of such payment/repayment shall
be as applicable to such new currency or its equivalent currency as intimated by
ICICI to the Company, which shall be final and binding on the Company.

If the Facility is denominated in foreign currencies, ICICI may, at any time, at
its absolute discretion, effect currency and/or interest rate swap for the
Facility or any part thereof provided/agreed to be provided under the Facility
Agreement. In such an event, the liability of the Company in respect of the
Facility or such part thereof, as regards the currency or currencies of
repayment, payment of principal, interest and all other monies payable under the
Facility Agreement/rate of interest on principal of the Facility or such part
thereof, shall be as intimated by ICICI to the Company, which shall be final and
binding on the Company.

                                       8
<PAGE>

SECTION 3.11 - PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR IF THE FACILITY IS
DENOMINATED IN RUPEES

If the Facility is denominated in Rupees, all monies payable by the Company to
ICICI shall be paid to ICICI at its office in Mumbai or at such other place as
may be specified by it by telegraphic, telex or mail transfer to the account of
such office or by cheque/bank draft drawn in favour of ICICI on a Scheduled Bank
at Mumbai or such other place or to such other account as ICICI may notify to
the Company and shall be so paid as to enable IC1CI to realise, at par, the
amount on or before the relative Due Date.

Credit for all payments by local cheque/bank draft will he given on the
immediately next Business Day after the date of receipt of the instrument or the
relative Due Date, whichever is later. Credit for all payments by outstation
cheque/bank draft will be given only on realisation or on the relative Due Date,
whichever is later.

SECTION 3.12 - PLACE AND MODE OF PAYMENTS AND CREDIT THEREFOR IF THE FACILITY
IS DENOMINATED IN FOREIGN CURRENCIES

If the Facility is denominated in foreign currencies, notwithstanding anything
contained in the Facility Agreement, but subject to Sub-clause (g) below, the
Company shall make payments to ICICI, whether of principal amount of the
Facility, interest, premium on prepayment, if any, in equivalent rupees in lieu
of foreign currencies. For the purpose of this Section 3.12, the following
conditions shall apply:

a)       The Rupee sum shall be the Rupee equivalent of the foreign currencies
         to be remitted on the Due Dates inclusive of all commissions or other
         bank charges and out of pocket expenses as determined by ICICI.

b)       The Rupee sum shall be paid by the Company to ICICI 10 Business Days in
         advance of the Due Dates to enable ICICI to remit the foreign
         currencies on the Due Dates.

c)       The Rupee sum shall be paid by the Company to ICICI at their office in
         Mumbai or to such other places as may be specified by them by
         telegraphic, telex or mail transfer to the account of such offices or
         by cheque /bank draft drawn in favour of ICICI on a Scheduled Bank at
         Mumbai or such other places or to such other accounts as ICICI may
         notify to the Company and shall be so paid as to enable ICICI to
         realise the amounts at par.

d)       Credit for all payments by local cheque /bank draft will be given on
         the immediately next Business Day after the date of receipt of the
         instrument or the relative Due Date, whichever is later. Credit for all
         payments by outstation cheque/bank draft will be given only on
         realisation or on the relative Due Date, whichever is later.

e)       For the purpose of Sub-clause (a) above a statement signed by a
         designated officer of ICICI shall be sufficient evidence of the Rupee
         equivalent of the foreign currencies, costs, commission, charges and
         expenses.

f)       Any difference on account of exchange fluctuations in the rates of
         foreign currencies involved between the payment made by the Company to
         ICICI and the

                                       9
<PAGE>

         actual amounts incurred by ICICI as referred to in Sub-clause (a) above
         shall be borne by or be given credit to the Company.

g)       If ICICI decides not to call for payment in equivalent Rupees in the
         manner provided above, ICICI shall have the right to notify the Company
         the place or places where and the person or persons to whom the
         payments in foreign currencies falling due thereafter shall be made and
         all expenses involved in making payments in the manner so notified
         shall be borne by the Company.

SECTION 3.13 - RUPEE TYING OF DEFAULTED AMOUNTS IF THE FACILITY IS DENOMINATED
IN FOREIGN CURRENCIES

If the Facility is denominated in foreign currencies, without prejudice to any
of the obligations of the Company in terms of the Facility Agreement, in the
event of default by the Company in making payment in discharge of any of its
obligations under the Facility Agreement on the Due Dates, then, notwithstanding
anything to the contrary contained in the Facility Agreement, the liability of
the Company thereafter in respect of such amounts shall be in Rupees, which sums
shall be determined and notified by ICICI to the Company in accordance with the
provisions of Sub-clause 3.12 (a) hereof ("the Rupee tied defaulted amounts").

Notwithstanding anything to the contrary contained in the Facility Agreement,
the Rupee tied defaulted amounts will, during the period of default, carry
interest from the respective Due Dates at the Maximum Lending Rate or the
applicable rate under the Facility Agreement, whichever is higher, and shall be
payable on the Due Dates for payment of interest under the Facility Agreement.

SECTION 3.14 - INCREASED COSTS IF THE FACILITY IS DENOMINATED IN FOREIGN
CURRENCIES

If the Facility is denominated in foreign currencies, in the event of ICICI
being called upon to pay any additional amount by the Foreign Lending Agency in
terms of their respective financing agreements or on account of factors beyond
the control of ICICI, the Company shall forthwith on receipt of a notice of
demand from ICICI, reimburse all such amounts to ICICI.

SECTION 3.15 - GENERAL

(i)      The Company acknowledges that the rates of further interest and
         liquidated damages under Section 3.3 (iii) and Section 3.7 hereof are
         reasonable and that they represent genuine pre-estimates of the loss
         expected to be incurred by ICICI in the event of non payment of any
         monies by the Company.

(ii)     The Company acknowledges that the Facility provided under the Facility
         Agreement is for a commercial transaction and waives any defence
         available under usury or other laws relating to the charging of
         interest.

                                       10
<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4 - REPRESENTATIONS AND WARRANTIES

In order to induce ICICI to enter into the Facility Agreement and to provide the
Facility in terms of the Facility Agreement, the Company makes the following
representations, warranties and agreements and confirms that they are, true,
correct, valid and subsisting in every respect as of the date of the Facility
Agreement, as of the date of each disbursement by ICICI under the Facility
Agreement (in each case, before and after giving effect to disbursements
occurring on such date) and as on each Due Date, which representations,
warranties and agreements shall survive the execution and delivery of the
Facility Agreement and the provision of the Facility under the Facility
Agreement and repayment/payment in full of the Facility and all monies in
respect thereof:

(a)      CREDIT APPLICATION

The Credit Application is true and accurate in all material respects, is not
misleading and does not omit any material fact, the omission of which would make
any fact or statement therein misleading and the Credit Application shall be
deemed to form part of the warranties herein contained.

(b)      STATUS AND AUTHORISATIONS

i)       The Company is a body corporate duly incorporated and validly existing
         under the laws of India and has the power to enter into the Facility
         Agreement and the Transaction Documents and to own its assets and carry
         on its business and operations as it is being or is proposed to be
         conducted.

ii)      All acts, conditions and things required to be done, fulfilled or
         performed, and all authorisations required or essential, for the entry
         and delivery of the Facility Agreement and the Transaction Documents or
         for the performance of the Company's obligations in terms of and under
         the Facility Agreement and the Transaction Documents have been done,
         fulfilled, obtained, effected and performed and are in full force and
         effect and no such authorisation has been, or is threatened to be,
         revoked or cancelled.

iii)     The Company has not received any notice, nor is it aware that any
         authorisation necessary or required to be obtained in present or in
         future, will not be granted or obtained.

iv)      The Company is in compliance in all respects with all laws and
         regulations affecting its assets and its business and operations.

(c)      LEGAL VALIDITY

The Facility Agreement has been duly and validly executed by its authorised
Directors or executives and the Facility Agreement constitutes, and each
Transaction Document constitutes or when executed in accordance with its terms
will constitute, legal, valid and binding obligations of the Company enforceable
in accordance with their respective

                                       11
<PAGE>

terms. The Company has taken all steps and done all acts to ensure that the
Facility Agreement and each Transaction Document is admissible in evidence in
India.

(d)      NON-CONFLICT

The entry into, delivery and performance by the Company of, and the transactions
contemplated by, the Facility Agreement and the Transaction Documents do not and
will not conflict with:

i)       any law;

ii)      the constitutional documents of the Company; or

iii)     any document which is binding upon the Company or on any of its assets.

(e)      NO DEFAULT

i)       No default is subsisting or might result from the execution of, or the
         availing of the Facility under, the Facility Agreement by the Company.

ii)      No other event or circumstance is subsisting which constitutes (or with
         the giving of notice, lapse of time, determination of materiality or
         the fulfilment of any other applicable condition or any combination of
         the foregoing, might constitute) a default under any document which is
         binding on the Company or any of its assets.

iii)     The Company is not in breach of the terms of the Facility Agreement or
         any Transaction Document and no Event of Default is subsisting.

(f)      TAXES ON PAYMENTS

Save as otherwise specified in the Facility Agreement, all amounts payable by
the Company under the Facility Agreement will be made free and clear of and
without deduction for or on account of any tax or levy.

(g)      OWNERSHIP OF ASSETS

The Company has good title to, or valid leases or licences of, or is otherwise
entitled to use its assets.

(h)      IMMUNITY

i)       The execution or entering into by the Company of the Facility Agreement
         and the Transaction Documents constitute, and its exercise of its
         rights and performance of its obligations under the Facility Agreement
         and the Transaction Documents will constitute, private and commercial
         acts done and performed for private and commercial purposes.

ii)      The Company is not, will not be entitled to, and will not claim
         immunity far itself or any of its assets from suit, execution,
         attachment or other legal process in any proceedings in relation to the
         Facility Agreement or the Transaction Documents.

                                       12
<PAGE>

(i)      JURISDICTION/GOVERNING LAW

The Company's:

i)       irrevocable submission to the jurisdiction of courts as specified in
         Section 11.3 hereof, and

ii)      agreement that the Facility Agreement is governed by Indian law,

are legal, valid and binding on the Company under Indian law.

(j)      ACCOUNTS

The most recent audited accounts of the Company delivered to ICICI:

i)       have been prepared in accordance with accounting principles and
         practices generally accepted in India, consistently applied;

ii)      have been duly audited by the statutory auditors of the Company; and

iii)     represent a true and fair view of its financial condition as at the
         date to which they were drawn up,

and there has been no Material Adverse Effect since the date on which those
accounts were drawn up.

(k)      LITIGATION

No litigation, arbitration, administrative or other proceedings are pending or
threatened against the Company or its assets, which, if adversely determined,
might have a Material Adverse Effect.

(l)      INFORMATION

i)       All information communicated to or supplied by or on behalf of the
         Company to ICICI from time to time, whether in writing, electronic form
         or otherwise, is true, correct and complete in all respects as on the
         date on which it was communicated or supplied.

ii)      Nothing has occurred since the date of communication or supply of any
         information to ICICI which renders such information untrue or
         misleading in any respect and which, if disclosed, might adversely
         affect the decision of ICICI to enter into, or to make disbursements
         under the Facility Agreement.

(m)      INTELLECTUAL PROPERTY

i)       The Company owns, has licence to use or otherwise has the right to use,
         free of any pending or threatened liens, all Intellectual Property or
         Intellectual Property Rights, which are required or desirable for the
         conduct of the Company's business and operations and the Company does
         not, in carrying on its business and operations, infringe any
         Intellectual Property Rights of any person.

                                       13
<PAGE>

ii)      None of the Intellectual Property or Intellectual Property Rights owned
         or enjoyed by the Company, or which the Company is licensed to use,
         which are material in the context of the Company's business and
         operations are being infringed nor, so far as the Company is aware, is
         there any infringement or threatened infringement of those Intellectual
         Property or Intellectual Property Rights licensed or provided to the
         Company by any person.

iii)     All Intellectual Property or Intellectual Property Rights owned by the
         Company or which the Company is licensed to use are valid and
         subsisting. All actions (including registration, payment of all
         registration and renewal fees) required to maintain the same in full
         force and effect have been taken.

(n)      INSURANCES

i)       All insurances which are required to be maintained or effected by the
         Company or any other person pursuant hereto or any of the Transaction
         Documents are in full force and effect and no event or circumstance has
         occurred, nor has there been any omission to disclose a fact, which
         would in either case entitle any insurer to avoid or otherwise reduce
         its liability under any policy relating to the insurances.

ii)      The Company has complied with its obligations with respect to
         insurances under the Facility Agreement and each Transaction Document.

(o)      NO OTHER BUSINESS

The Company has not engaged in any business or activities, either alone or in
partnership or joint venture other than those disclosed to, or permitted by,
ICICI.

(p)      TAXES

i)       Save for stamp duty and relevant registration and filing charges and
         duties, no tax or levy is or will be imposed on, or by virtue of, the
         execution, entering into or delivery of the Facility Agreement or any
         Transaction Document.

ii)      The Company has complied in all material respects with all taxation
         laws in all jurisdictions in which it is subject to taxation and has
         filed all tax returns and paid all taxes and statutory dues due and
         payable by it and, to the extent any taxes are not due, has established
         reserves that are adequate for the payment of those taxes and statutory
         dues.

(q)      BANKRUPTCY

The Company has not taken any action and no other steps have been taken or legal
proceedings started by or against it in any court of law for its winding-up,
dissolution, administration or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
the Company or of any or all of its assets.

                                       14
<PAGE>

(r)      ENVIRONMENT

i)       The Company has obtained all authorisations under applicable
         environmental laws and is and has been in compliance with all such
         authorisations and laws and there are no circumstances that may at any
         time prevent or interfere with such compliance.

ii)      As at the date of the Facility Agreement, no further environmental
         authorisations other than those already obtained are required for the
         carrying on of the business and operations of the Company as currently
         conducted.

iii)     There is no claim pending or threatened, against the Company for any
         breach of environmental law which, if adversely determined, might have
         a Material Adverse Effect.

(s)      YEAR 2000 COMPLIANCE

i)       Any programming or reprogramming required to permit and ensure the
         efficient and proper functioning, in and following the year, 2000, of:

         (a)      the Company's computer systems; and

         (b)      equipment containing embedded microchips (including systems
                  and equipment supplied by others or with which the Company's
                  systems interface),

         and the successful testing of all such systems and equipment, as so
         programmed or reprogrammed, has been completed.

ii)      The computer and management information systems of the Company are and,
         with ordinary course of upgrading and maintenance, will continue for
         the tenure of the Facility to be, sufficient to permit the Company to
         conduct its business and operations without any Material Adverse
         Effect.

(t)      AFFILIATES

Except to the extent disclosed to ICICI, the Company is not a party to any
contract or agreement with, or any commitments to, whether or not in the
ordinary course of business, any affiliates or group companies other than on a
commercial basis and on terms no less favourable to the Company than those that
the Company would have obtained had the Company entered into any contracts or
agreements with any party other than such affiliates or group companies.

(u)      ENCUMBRANCES

Except as otherwise disclosed to ICICI in writing or unless otherwise permitted
by ICICI, there are no encumbrances subsisting or in existence on any of the
Company's assets.

                                       15
<PAGE>

                                    ARTICLE V

                           PRE-DISBURSEMENT CONDITIONS

SECTION 5 - CONDITIONS PRECEDENT

The obligation of ICICI to make disbursements under the Facility Agreement shall
be subject to the Company performing all its obligations and undertakings under
the Facility Agreement besides compliance by the Company with the disbursement
procedure stipulated by ICICI, and compliance with the conditions, set out below
to the satisfaction of ICICI:

SECTION 5.1 - CONDITIONS PRECEDENT TO FIRST DISBURSEMENT

(a)      CORPORATE DOCUMENTS

The Company shall submit the following information and documents:

i)       An up-to-date certified true copy of the Memorandum and Articles of
         Association, and certificate of incorporation and commencement of
         business, of the Company.

ii)      A certified true copy of a resolution of the board of directors of the
         Company:

         (a)      approving the terms and execution of, and the transactions
                  contemplated by, the Facility Agreement and the Transaction
                  Documents;

         (b)      authorising, the affixation of the common seal on the Facility
                  Agreement and the Transaction Documents, and/or a director or
                  directors or other authorised executives to execute the
                  Facility Agreement and the Transaction Documents; and

         (c)      authorising a person or persons, on its behalf, to sign and/or
                  despatch all documents and notices to be signed and/or
                  despatched by it under or in connection with the Facility
                  Agreement and the Transaction Documents.

iii)     A specimen signature of each such person authorised by the resolutions
         referred to in Sub-clauses (a)(ii)(b) and (a)(ii)(c) above.

iv)      A certified true copy of a resolution of the shareholders of the
         Company if required under the Companies Act, 1956, authorising, inter
         alia, the borrowing contemplated under, and the execution of, the
         Facility Agreement and the Transaction Documents.

v)       A certificate of the statutory auditors of the Company confirming that:
         (a) the borrowing or the availing of Facility under the Facility
         Agreement would not cause any borrowing limit binding on the Company to
         be exceeded, and (b) the assets to be mortgaged/charged/pledged as
         security for the Facility, are the absolute property of the Company and
         are free from any encumbrance.

vi)      A certificate of the legal advisers of the Company certifying that the
         Company and its Directors have the necessary powers under the
         constitutional documents of the Company to borrow or avail the Facility
         and enter into the Facility Agreement

                                       16
<PAGE>

         and that the borrowing or availing of the Facility under the Facility
         Agreement would not cause any borrowing limit binding on the Company to
         be exceeded.

vii)     Documentary evidence that the Company has complied with all of its
         obligations to file all of its corporate and other documents with the
         relevant Registrar of Companies.

viii)    A copy of the Company's most recent audited accounts and auditors
         report and un-audited accounts.

(b)      AUTHORISATIONS

The Company shall submit the following:

i)       Certified copies of each authorisation necessary or desirable in
         connection with the entry into, performance, validity, enforceability
         and admissibility of the Facility Agreement and the Transaction
         Documents (and the transactions contemplated thereby), including
         authorisations from its secured creditors stating that they have no
         objection to the Company creating the security interests on its assets
         in accordance with the Facility Agreement.

ii)      Documentary evidence that each of the Transaction Documents has been
         duly executed by the parties to it and that each of the Transaction
         Documents is in full force and effect.

iii)     Documentary evidence that all registration, notices and filings which
         are necessary or desirable in relation to the Transaction Documents
         have been completed.

(c)      SECURITY

Unless otherwise permitted by ICICI, the Company shall create the security as
stipulated in the Facility Agreement to secure the Facility.

(d)      TRANSACTION DOCUMENTS

Unless otherwise permitted by ICICI, the Company shall execute or enter into all
Transaction Documents as may be required by ICICI.

SECTION 5.2 - CONDITION PRECEDENT TO ALL DISBURSEMENTS

(a)      SUBMISSION OF INFORMATION AND DOCUMENTS

The Company shall furnish to ICICI, such information and documents, financial or
otherwise, as may be required by ICICI from time to time in relation to the
Facility and its business and operations.

                                       17
<PAGE>

                                   ARTICLE VI

              CONDITIONS APPLICABLE DURING CURRENCY OF THE FACILITY
                                    AGREEMENT

SECTION 6.1 - INFORMATION COVENANTS

The Company shall promptly:

(a)      REPRESENTATIONS AND WARRANTIES

notify ICICI upon becoming aware, having used best endeavours of the occurrence
of any event or the existence of any circumstances which constitutes or results
in any representation, warranty, covenant or condition under the Facility
Agreement being or becoming untrue or incorrect in any respect.

(b)      ACCOUNTS

deliver to ICICI, its duly audited annual accounts, in any event, within four
months from the close of its accounting year. The Company shall also deliver to
ICICI, as soon as the same are available and in any event within 45 days of the
end of each quarter its audited, or as the case may be, unaudited accounts for
that quarter.

(c)      ADVERSE CHANGES IN IMPLEMENTATION, PROFITS AND PRODUCTION

notify ICICI of the circumstances and conditions which are likely to disable or
disables the Company from implementing any of its projects, or which are likely
to delay completion of such projects, or which may compel or compels the Company
to abandon any of its projects, or which may result in substantial overrun in
the original estimate of costs, or the happening of any labour strikes,
lockouts, shut-downs, fires or other similar happenings likely to have a
Material Adverse Effect, with an explanation of the reasons therefor.

(d)      LOSS OR DAMAGE

notify ICICI of any material loss or damage which the Company may suffer due to
any event, circumstances or act of God.

(e)      WINDING-UP AND LEGAL PROCESS

i)       notify ICICI of any action or steps taken or legal proceedings started
         by or against it in any court of law for its winding-up, dissolution,
         administration or reorganisation or for the appointment of a receiver,
         administrator, administrative receiver, trustee or similar officer of
         the Company or of any or all of its assets.

ii)      notify ICICI of any litigation, arbitration, administrative or other
         proceedings initiated or threatened against the Company or any of its
         assets.

                                       18
<PAGE>

(f)      NEW PROJECTS

notify ICICI of any new project, or diversification, modernisation or
substantial expansion of any of its existing projects or of any project that it
may undertake during the currency of the Facility.

(g)      CHANGES IN BOARD AND MANAGEMENT SET-UP

notify ICICI of any change that may occur or is likely to occur in the
composition of its Board of Directors or in its management set-up.

(h)      OTHER INFORMATION

deliver to ICICI, copies of all documents despatched by the Company to all its
creditors (or any general class of them) at the same time as they are
despatched.

SECTION 6.2 - AFFIRMATIVE COVENANTS

The Company hereby covenants and agrees that until all the monies due and
payable by the Company under the Facility Agreement are fully paid off to the
satisfaction of ICICI, the Company shall comply with the following:

(a)      CARRYING ON BUSINESS AND OPERATIONS

The Company shall:

i)       maintain its corporate existence and right to carry on its business and
         operations and ensure that it has the right and is duly qualified to
         conduct its business and operations as it is conducted in all
         applicable jurisdictions and will obtain and maintain all franchises
         and rights necessary for the conduct of its business and operations in
         such jurisdictions.

ii)      develop, maintain and implement its projects in accordance with prudent
         industry standards and accepted industry practices and conduct its
         business and operations with due diligence and efficiency and in
         accordance with sound technical, financial and managerial standards and
         business practices.

(b)      AUTHORISATIONS

The Company shall promptly obtain, maintain and comply with the terms of all
authorisations necessary for entering into or performing its obligations under
the Facility Agreement or for conducting its business and operations.

(c)      UT1LISATION OF THE FACILITY

The Company shall use the proceeds of the Facility for the Purpose. If, for any
reason the Company finds itself unable to comply with this condition, it shall
immediately inform ICICI in writing of the same and the reasons therefor and
shall, unless otherwise agreed to by ICICI, repay forthwith the outstanding
balance of the Facility together with interest and all other monies payable in
respect thereof.

                                       19
<PAGE>

(d)      RANKING OF CLAIMS

The Company shall ensure that, save as otherwise provided in the Facility
Agreement and the Transaction Documents, its obligations under the Facility
Agreement and the Transaction Documents do and will rank above and prior to all
its other present and future obligations.

(e)      COMPLIANCE WITH LAWS AND PAYMENT OF TAXES

The Company shall comply with all laws applicable to or binding on it or its
business and operations. The Company shall file all relevant tax returns and pay
all its taxes promptly when due.

(f)      INSURANCE

i)       The Company shall keep insured upto the reinstatement value thereof as
         approved by ICICI (including surveyors and architects fees) the assets
         charged/to be charged to ICICI and such of its other assets as are of
         an insurable nature against fire, theft, lightning, explosion,
         earthquake, riot, strike, civil commotion, storm, tempest, flood,
         marine risks, erection risks, war risks and such other risks as may be
         specified by ICICI.

ii)      The Company shall duly pay all premia and other sums payable for the
         aforesaid purpose. The insurance in respect of the assets charged/to be
         charged to ICICI shall be taken in the joint names of the Company and
         ICICI and any other person or institution having an insurable interest
         in the assets of the Company (pursuant to the approval of ICICI) and
         acceptable to ICICI.

iii)     The Company agrees that, in the event of failure on the part of the
         Company to insure the assets or to pay the insurance premia or other
         sums referred to above, ICICI may at its sole discretion get the assets
         insured or pay the insurance premia and other sums referred to above,
         as the case may be.

iv)      The Company shall deliver to ICICI promptly and in no event, later than
         10 days after the same are issued, originals of all policies of
         insurance and renewals thereof and endorsements thereto.

SECTION 6.3 - NEGATIVE COVENANTS

The Company hereby covenants and agrees that until all the monies due and
payable by the Company under the Facility Agreement are fully paid off to the
satisfaction of ICICI, without the approval of ICICI the Company shall not:

(a)      INDEBTEDNESS

contract, create, incur, assume or suffer to exist any Indebtedness in any
manner whatsoever except as otherwise permitted under the Facility Agreement.
This provision shall not apply to normal trade guarantees.

                                       20
<PAGE>

(b)      MERGER, CONSOLIDATION ETC.

undertake or permit any merger, de-merger, consolidation, reorganisation, scheme
or arrangement or compromise with its creditors or shareholders or effect any
scheme of amalgamation or reconstruction.

(c)      NEGATIVE PLEDGE

(a) create or permit to subsist any encumbrance (save and except for securing
borrowings for working capital requirements in the ordinary course of business,
upto the limit approved by ICICI) or any type of preferential arrangement
(including retention arrangements or escrow arrangements having the effect of
granting security), in any form whatsoever on any of its assets, or (b) (whether
voluntarily or involuntarily) sell, transfer, grant lease or otherwise dispose
of or deal with (or agree to do any of the foregoing at any future time), all or
any of its assets.

(d)      DIVIDEND

declare or pay any dividend or authorise or make any distribution to its
shareholders: (a) unless it has paid all the dues in respect of the Facility
upto the date on which the dividend is proposed to be declared or paid, or has
made satisfactory provisions therefor, or (b) if an Event of Default has
occurred and is subsisting or would occur as a result of such declaration or
payment of dividend or authorisation or making of distribution.

SECTION 6.4 - APPOINTMENT OF NOMINEE DIRECTOR

ICICI shall have the right to appoint and remove from time to time, Director(s)
on the Board of Directors of the Company (such directors are hereinafter
referred to as "the Nominee Director(s)").

(i)      The Nominee Director(s) shall:

         a)       not be required to hold qualification shares nor be liable to
                  retire by rotation.

         b)       be entitled to all the rights and privileges of other
                  Directors including the sitting fees and expenses as payable
                  to other Directors but if any other fees, commission, monies
                  or remuneration in any form is payable to the Directors, the
                  fees, commission, monies and remuneration in relation to such
                  Nominee Director(s) shall be paid by the Company directly to
                  ICICI.

                  Provided that if any such Nominee Director(s) is an employee
                  of ICICI, the sitting fees and expenses in relation to such
                  Nominee Director(s) shall be paid by the Company directly to
                  ICICI.

                  Any expenditure incurred by ICICI or the Nominee Director(s)
                  in connection with his appointment of directorship shall be
                  borne and payable by the Company.

         c)       be appointed a member of committees of the Board, if so
                  desired by ICICI.

                                       21
<PAGE>

         d)       be entitled to receive all notices, agenda, etc. and to attend
                  all General Meetings and Board Meetings and Meetings of any
                  committees of the Board of which he is a member.

(ii)     If, at any time, the Nominee Director(s) is not able to attend a
         meeting of the Board of Directors or any of its committees of which he
         is a member, ICICI may depute an observer to attend the meeting. The
         expenses incurred by ICICI in this connection shall be borne and
         payable by the Company.

(iii)    The Nominee Director(s)/the observer shall furnish to ICICI a report of
         the proceedings of all such meetings.

(iv)     The appointment/removal of the Nominee Director(s) shall be by a notice
         in writing by ICICI addressed to the Company and shall (unless
         otherwise indicated by ICICI) take effect forthwith upon such a notice
         being delivered to the Company.

                                       22
<PAGE>

[PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                                   ARTICLE VII

                                     RECORDS

SECTION 7 - RECORDS

The Company shall keep and maintain in accordance with good business practice
and applicable laws, all statutory books, books of accounts, bank statements and
other records of the Company and in particular, maintain records showing
utilisation of the disbursements under the Facility Agreement, and such records
shall be open to examination by ICICI and their authorised representatives.

                                       23
<PAGE>

[PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

SECTION 8.1 - EVENTS OF DEFAULT

a)       DEFAULT IN PAYMENT OF PRINCIPAL SUMS OF THE FACILITY

Default has occurred in the payment of principal sums of the Facility on the Due
Dates (whether at stated maturity, by acceleration or otherwise) for payment
thereof.

b)       DEFAULT IN PAYMENT OF INTEREST AND OTHER MONIES

Default has occurred in payment of interest on the Facility or any other monies
payable under the Facility Agreement.

c)       DEFAULT IN PERFORMANCE QF COVENANTS AND CONDITIONS

Default (other than a payment default) has occurred in the performance of any
covenant, condition or agreement on the part of the Company under the Facility
Agreement or by the Company or any other person under the Transaction Documents
and such default has continued for a period of 30 days after notice in writing
thereof has been given to the Company or as the case may be, to such other
person, by ICICI (except where ICICI is of the opinion that such default is
incapable of remedy, in which event, no notice shall be required).

d)       MISLEADING INFORMATION AND REPRESENTATIONS

Any information given by the Company in its Credit Application, in the reports
and other information furnished by or on behalf of the Company in accordance
with the reporting system is incorrect or misleading, or a representation;
warranty or statement made or repeated or deemed to be made or repeated in or in
connection with the Facility Agreement or any Transaction Document by the
Company or any other person, is incorrect or misleading in any respect.

e)       INADEQUATE SECURITY AND INSURANCE

(i)      If the Company's assets have not been kept insured by the Company or
         depreciate in value to such an extent that such depreciation in value
         could in the opinion of ICICI, have a Material Adverse Effect.

(ii)     Any insurance contracted or taken by the Company is not, or ceases to
         be, in full force and effect at any time when it is required to be in
         effect or any insurance is avoided, or any insurer or re-insurer avoids
         or suspends or becomes entitled to avoid or suspend, any insurance or
         any claim under it or otherwise reduce its liability under any
         insurance or any insurer of any insurance is not bound, or ceases to be
         bound, to meet its obligations in full or in part under any insurance.

f)       PROCEEDINGS AGAINST OR DISSOLUTION OF COMPANY

The Company, has voluntarily or involuntarily become the subject of proceedings
under any bankruptcy or insolvency law, or is voluntarily or involuntarily
dissolved, or if the

                                       24
<PAGE>

Company has taken or suffered to be taken any action for its reorganisation,
liquidation or dissolution or if a receiver or liquidator has been appointed or
allowed to be appointed of all or any part of the assets of the Company or if an
attachment or distraint has been levied on the Company's assets or any part
thereof or certificate proceedings have been taken or commenced for recovery of
any dues from the Company or if one or more judgements or decrees have been
rendered or entered against the Company and such judgements or decrees are not
vacated, discharged or stayed for a period of 30 days, and such judgements or
decrees involve in the aggregate, a liability which in the opinion of ICICI,
could have a Material Adverse Effect.

g)       CESSATION OR CHANGE IN BUSINESS

If the Company ceases or threatens to cease to carry on any of its businesses or
gives notice of its intention to do so or if all or any part of the assets of
the Company required or essential for its business or operations are damaged or
destroyed or in the opinion of ICICI, there occurs any change from the date of
the Facility Agreement in the general nature or scope of the business,
operations, management or ownership of the Company, which, in the opinion of
ICICI, could have a Material Adverse Effect.

h)       SECURITY IN JEOPARDY

If, in the opinion of ICICI, the security for the Facility is in jeopardy or
ceases to have effect or if any Transaction Document including any security
document executed or furnished by or on behalf of the Company becomes illegal,
invalid, unenforceable or otherwise fails or ceases to be in effect or fails or
ceases to provide the benefit of the liens, rights, powers, privileges or
security interests purported or sought to be created thereby or if any such
Transaction Document shall be assigned or otherwise transferred, amended or
terminated, repudiated or revoked without the approval of ICICI.

i)       EXPROPRIATION EVENTS

Any government (including any political or administrative sub-division thereof),
governmental authority, agency, official or entity takes or threatens any
action:

(i)      for the dissolution of the Company, or any action which deprives or
         threatens to deprive the Company: (a) from conducting any of its
         businesses or carrying out its operations in the manner it is being
         conducted or carried out, or (b) of the use of any of its assets;

(ii)     to revoke or terminate or to refuse to provide or renew any
         authorisation or to impose onerous conditions on or on the grant or
         renewal of any authorisation; or

(iii)    with a view to regulate, administer, or limit, or assert any form of
         administrative control over the rates applied, prices charged or rates
         of return achievable, by the Company in connection with its business;

which, in each case, in the opinion of ICICI, could have a Material Adverse
Effect.

                                       25
<PAGE>

j)       CHANGE IN CONTROL

Any person acting singularly or with any other person (either directly or
indirectly) acquires control of the Company or of any other person who controls
the Company, without the approval of ICICI.

k)       ILLEGALITY

(i)      It is or becomes unlawful for the Company or any person (including
         ICICI) to perform any of their respective obligations under the
         Facility Agreement or any Transaction Document;

(ii)     The Facility Agreement or any Transaction Document or any provision
         thereof are required by any law to be amended, waived or repudiated; or

(iii)    Any obligation under the Facility Agreement or any Transaction Document
         is not or ceases to be a valid and binding obligation of any person
         party to it or becomes void, illegal, unenforceable or is repudiated by
         such person (other than ICICI).

l)       CROSS DEFAULT

(i)      The Company is unable or has admitted in writing its inability to pay
         any of its Indebtedness as they mature or when due.

(ii)     An event of default howsoever described (or any event which with the
         giving of notice, lapse of time, determination of materiality or
         fulfilment of any other applicable condition or any combination of the
         foregoing would constitute an event of default) occurs under any
         agreement or document relating to any Indebtedness of the Company or if
         any other lenders of the Company including financial institutions or
         banks with whom the Company has entered into agreements for financial
         assistance have recalled its/their assistance or any part thereof.

(iii)    Any person is in breach of, or does not comply with, any term or
         condition (whether, financial, performance or otherwise) of any
         Transaction Document including any security document or undertaking.

m)       MATERIAL ADVERSE EFFECT

One or more events, conditions or circumstances (including any change in law)
shall occur or exist which in the opinion of ICICI, could have a Material
Adverse Effect.

SECTION 8.2 NOTIFICATION OF DEFAULT

The Company shall promptly notify ICICI in writing upon becoming aware of any
default and any event which constitutes (or, with the giving of notice, lapse of
time, determination of materiality or satisfaction of other conditions, would be
likely to constitute) an Event of Default and the steps, if any, being taken to
remedy it.

                                       26
<PAGE>

SECTION 8.3 - CONSEQUENCES OF DEFAULT AND REMEDIES

A.       On the happening of any of the Events of Default, ICICI may, by a
notice in writing to the Company, declare: (a) the principal of and all accrued
interest on and all other monies in respect of the Facility to be due and
payable forthwith, and/or (b) the security created in terms of the Facility
Agreement and the Transaction Documents to be enforceable, and ICICI or such
other person in favour of whom such security or any part thereof is created
shall have inter alia, the following rights (anything in the Facility Agreement
or the Transaction Documents to the contrary notwithstanding) namely:

(i)      to enter upon and take possession of the assets of the Company; and/or

(ii)     to transfer the assets of the Company comprised within the security
         created in favour of ICICI or such other person by way of lease, leave
         and licence, sale or otherwise.

B.       In addition to the rights specified in Sub-clause (A) above, ICICI
shall also have the following rights:

(i)      APPOINTMENT OF WHOLE-TIME DIRECTOR(S)

         ICICI shall have the right to appoint and remove from time to time,
         whole time Director(s) on the Board of Directors of the Company (such
         directors are hereinafter referred to as the "Whole time Nominee
         Director(s)").

         (A)      The Whole time Nominee Director(s) shall:

              a)  not be required to hold qualification shares nor be liable to
                  retire by rotation.

              b)  exercise such powers and duties as may be approved by ICICI
                  and have such rights as are usually exercised by or are
                  available to a whole time director, in the management of the
                  affairs of the Company.

              c)  be entitled to receive such remuneration, fees, commission and
                  monies as may be approved by ICICI.

                  Any expenditure incurred by ICICI or the Whole time Nominee
                  Director(s) in connection with his appointment of directorship
                  shall be borne and payable by the Company.

              d)  be appointed a member of committees of the Board, if so
                  desired by ICICI.

              e)  be entitled to receive all notices, agenda, etc. and to attend
                  all General Meetings and Board Meetings and Meetings of any
                  committees of the Board of which he is a member.

         (B)      If, at any time, the Whole time Nominee Director(s) is not
                  able to attend a meeting of the Board of Directors or any of
                  its committees of which he is a member, ICICI may depute an
                  observer to attend the meeting. The expenses incurred by ICICI
                  in this connection shall be borne and payable by the Company.

                                       27
<PAGE>

         (C)      The Whole time Nominee Director(s)/the observer shall furnish
                  to ICICI a report of the proceedings of all such meetings.

         (D)      The appointment/removal of the Whole time Nominee Director(s)
                  shall be by a notice in writing by ICICI addressed to the
                  Company and shall (unless otherwise indicated by ICICI) take
                  effect forthwith upon such a notice being delivered to the
                  Company.

(ii)     REVIEW OF MANAGEMENT

         ICICI shall have a right to review the management set up or
         organisation of the Company and to require the Company to restructure
         it as may be considered necessary by ICICI, including the formation of
         management committees with such powers and functions as may be
         considered suitable by ICICI. The Company shall comply with all such
         requirements of ICICI.

(iii)    CONVERSION RIGHT IN CASE OF DEFAULT

(a)(1)   If the Facility is denominated in Rupees, in the event the Company
         commits a default in payment or repayment of two consecutive
         instalments of principal amounts of the Facility or interest thereon or
         any combination thereof, then ICICI shall have the right to convert
         (which right is hereinafter referred to as "the conversion right") at
         its option the whole or part of the outstanding amount of the Facility
         (whether then due and payable or not), into fully paid up equity shares
         of the Company, at par from the date (which date is hereinafter
         referred to as the "date of conversion") and in the manner specified in
         a notice in writing to be given by ICICI to the Company (which notice
         is hereinafter referred to as "the notice of conversion").

(a)(2)   If the Facility is denominated in foreign currencies, in the event the
         Company commits a default in payment or repayment of any instalment of
         principal amounts of the Facility or interest thereon, then ICICI shall
         have the right to convert (which right is hereinafter referred to as
         "the conversion right") at its option the Rupee equivalent of the whole
         or part of the outstanding amount of the Facility (whether then due and
         payable or not), into fully paid-up equity shares of the Company, at
         par from the date (which date is hereinafter referred to as the "date
         of conversion") and in the manner specified in a notice in writing to
         be given by ICICI to the Company (which notice is hereinafter referred
         to as "the notice of conversion").

         Provided however, and notwithstanding anything to the contrary
         contained in Sub-clauses (a)(l) and (a)(2) above, in the event the
         principal amount of the Facility is repayable in one instalment, ICICI
         shall be entitled to exercise the conversion right if the Company
         defaults in repayment of such instalment of principal amounts of the
         Facility or in payment of any interest thereon.

(b)      The conversion right reserved as aforesaid may be exercised by ICICI on
         one or more occasions during the currency of the Facility on the
         happening of the event specified above.

(c)      On receipt of notice of conversion, the Company shall allot and issue
         the requisite number of fully paid-up equity shares to ICICI as from
         the date of conversion and

                                       28
<PAGE>

         ICICI shall accept the same in satisfaction of the part of the Facility
         so converted. The part of the Facility so converted shall cease to
         carry interest as from the date of conversion and the Facility shall
         stand correspondingly reduced. Upon such conversion, the instalments of
         the Facility payable after the date of conversion as per the Facility
         Agreement shall stand reduced proportionately by the amounts of the
         Facility so converted. The equity shares so allotted and issued to
         ICICI shall carry, from the date of conversion, the right to receive
         proportionately the dividends and other distributions declared or to be
         declared in respect of the equity capital of the Company. Save as
         aforesaid, the said shares shall rank pari passu with the existing
         equity shares of the Company in all respects. The Company shall, at all
         times, maintain sufficient un-issued equity shares for the above
         purpose.

(d)      In the event of ICICI exercising the conversion right as aforesaid, the
         Company shall at its cost get the equity shares, issued to ICICI as a
         result of the conversion, listed with such Stock Exchanges as may be
         prescribed by ICICI.

(iv)     APPOINTMENT OF TECHNICAL/MANAGEMENT CONSULTANT

         ICICI shall have the right to appoint, whenever it considers necessary,
         any person engaged in technical, management or any other consultancy
         business to inspect and examine the working of the Company and its
         assets including its premises, factories and facilities and to report
         to ICICI. ICICI shall also have the right to appoint, whenever it
         considers necessary, any Chartered Accountants/Cost Accountants as
         auditors for carrying out any specific assignments or to examine the
         financial or cost accounting system and procedures adopted by the
         Company for its working or as concurrent or internal auditors, or for
         conducting a special audit of the Company. The costs, charges and
         expenses including professional fees and travelling and other expenses
         of such consultants or auditors shall be borne and payable by the
         Company.

C.       OTHER CONSEQUENCES OF DEFAULT

         On the happening of any of the Events of Default and so long as such
         Event of Default is subsisting, the Company shall not, without the
         approval of ICICI:

(i)      undertake any new project, modernisation, diversification or
         substantial expansion of any project.

(ii)     change the composition of its Board of Directors and/or its management
         set-up or appoint/re-appoint/remove the managing director or any other
         person holding substantial powers of management by whatever name
         called.

(iii)    amend or modify its Memorandum and Articles of Association.

(iv)     make any investments whether by way of deposits, loans, or investments
         in share capital or otherwise, in any concern or provide any credit or
         give any guarantee, indemnity or similar assurance.

(v)      (a) buy back, cancel, retire, reduce, redeem, re-purchase, purchase or
         otherwise acquire any of its share capital now or hereafter
         outstanding, or set aside any funds for the foregoing purposes, or (b)
         issue any further share capital whether on

                                       29
<PAGE>

         a preferential basis or otherwise or change its capital structure in
         any manner whatsoever.

(vi)     change its financial year-end from 31st March (or such other date as
         may be approved by ICICI).

(vii)    change the accounting method or policies currently followed by the
         Company.

SECTION 8.4 - EXPENSES OF PRESERVATION OF ASSETS OF COMPANY AND OF COLLECTION

All expenses incurred by ICICI after an Event of Default has occurred including
in connection with:

i)       preservation of, or enforcement action against the Company's assets or
         the assets comprised within the security for the Facility (whether then
         or thereafter existing); and

ii)      collection of amounts due under the Facility Agreement and the
         Transaction Documents,

shall be payable by the Company.

SECTION 8.5 - SUSPENSION AND TERMINATION

A.       If any Event of Default has occurred or is continuing or if the Company
         has not availed of or drawn from the Facility by the date referred to
         in the Facility Agreement or such later date as may be permitted by
         ICICI, then, in such event, ICICI may, by notice in writing to the
         Company:

         i)       suspend further access by the Company to the use of the
                  Facility under the Facility Agreement. The right of the
                  Company to avail of or make drawals from the Facility shall
                  continue to be suspended until ICICI has notified the Company
                  that the right to avail of or make drawals from the Facility
                  has been restored; or

         ii)      terminate the right of the Company to avail of or make drawals
                  from the Facility. Upon such notice, the unutilised amount of
                  the Facility shall stand cancelled.

B.       If the Facility is denominated in foreign currencies, in the event
         ICICI is, for any reason, denied further access to their loan facility
         from the Foreign Lending Agency, ICICI may by notice in writing to the
         Company, terminate the right of the Company to make withdrawals. Upon
         such notice, the undrawn amount of the Facility shall stand cancelled.

C.       Notwithstanding any suspension or termination pursuant to Sub-clauses
         (A) or (B) above, all the provisions of the Facility Agreement for the
         benefit or protection of ICICI and its interests shall continue to be
         in full force and effect as specifically provided in the Facility
         Agreement.

                                       30
<PAGE>

                                   ARTICLE IX

                                  CANCELLATION

SECTION 9.1 - CANCELLATION

The Company shall not cancel the Facility or any part thereof without the
approval of ICICI.

SECTION 9.2 - BENEFIT OR PROTECTION

Notwithstanding any cancellation, all the provisions of the Facility Agreement
for the benefit or protection of ICICI and its interests shall continue to be in
full force and effect as specifically provided in the Facility Agreement.

                                       31
<PAGE>

                                    ARTICLE X

                                     WAIVER

SECTION 10 - WAIVER NOT TO IMPAIR THE RIGHTS OF ICICI

No delay in exercising or omission to exercise any right, power or remedy
accruing to ICICI upon any default or otherwise under the Facility Agreement or
the Transaction Documents shall impair any such right, power or remedy or shall
be construed to be a waiver thereof or any acquiescence in such default, nor
shall the action or inaction of ICICI in respect of any default or any
acquiescence by it in any default, affect or impair any right, power or remedy
of ICICI in respect of any other default. The rights of ICICI under the Facility
Agreement and the Transaction Documents may be exercised as often as necessary,
are cumulative and not exclusive of their rights under the general law and may
be waived only in writing and specifically and at ICICI's sole discretion.

                                       32
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1 - SERVICE OF NOTICE

a)       All notices or other communications under or in connection with the
         Facility Agreement shall be given in writing and, unless otherwise
         stated may be made by letter, telex or facsimile. Any such notice or
         other communication will be deemed to be effective:

         (i)      if sent by letter, when delivered personally or if despatched
                  by post, when recall of the letter is outside the control of
                  the sender;

         (ii)     if sent by telex, when sent (if, at the time of transmission,
                  the correct answer-back appears at the start and at the end of
                  the sender's copy of the notice); and

         (iii)    if sent by facsimile, when sent (on receipt of a confirmation
                  to the correct facsimile number).

         Provided, however, that no notice or communication to ICICI shall be
         effective unless actually received by ICICI.

b)       Notices or communication may be made to: (i) the Company's recognised
         address, telex or facsimile number, and (ii) ICICI's address, telex or
         facsimile number of its Registered Office and Zonal/Regional Office
         specified in the Facility Agreement, or to such other address, telex or
         facsimile number as may be designated by the Company and ICICI in
         writing to each other.

SECTION 11.2 - EVIDENCE OF DEBT

a)       ICICI shall maintain, in accordance with its usual practice, accounts
         evidencing the amounts from time to time lent by and/or owing to it
         under the Facility Agreement and the Transaction Documents.

b)       In any legal action or proceedings arising out of or in connection with
         the Facility Agreement, the entries made in the accounts maintained
         pursuant to Sub-clause (a) above shall be prima-facie and conclusive
         evidence of .the existence and amount of obligations of the Company as
         therein recorded.

SECTION 11.3 - JURISDICTION

ICICI and the Company agree that any legal action or proceedings arising out of
the Facility Agreement shall be brought in the High Court of Judicature at
Mumbai in India and irrevocably submit themselves to the jurisdiction of that
Court. ICICI may, however, in its absolute discretion commence any legal action
or proceedings arising out of the Facility Agreement in any other court,
tribunal or other appropriate forum, and the Company hereby consents to that
jurisdiction.

                                       33
<PAGE>

SECTION 11.4 - GOVERNING LAW

The Facility Agreement and the Transaction Documents (unless otherwise specified
in any Transaction Document) shall be governed by and construed in accordance
with the laws of India.

SECTION 11.5 - ASSIGNMENT

The Company shall not assign or transfer all or any of its rights, benefits or
obligations under the Facility Agreement and the Transaction Documents without
the approval of ICICI. ICICI may, at any time, assign or transfer all or any of
its rights, benefits and obligations under the Facility Agreement and the
Transaction Documents.

SECTION 11.6 - BENEFIT OF THE FACILITY AGREEMENT

Subject to Section 11.5 hereof, the Facility Agreement shall be binding upon and
enure to the benefit of each party hereto and its successors and assigns.

SECTION 11.7 - SEVERABILITY

Any provision of the Facility Agreement or any Transaction Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of prohibition or un-enforceability but that shall
not invalidate the remaining provisions of the Facility Agreement or such
Transaction Document or affect such provision in any other jurisdiction.

                      ************************************

                                       34
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>21
<FILENAME>0021.txt
<DESCRIPTION>LIST OF WIPRO'S SUBSIDIARIES
<TEXT>

<PAGE>

                                                                    EXHIBIT 21.1

                         List of Company Subsidiaries
                         ----------------------------

The Company has the following significant subsidiaries:

1.   Wipro Computers Limited, formerly known as Wipro Acer Limited. This
     subsidiary was merged with and into Wipro Limited, effective as of February
     2000.

     State of incorporation: Karnataka, India.


2.   Wipro Net Limited, formerly known as Wipro Securities Limited.

     State of incorporation: Karnataka, India.

3.   Wipro ePeripherals Private Limited

     State of incorporation: Karnataka, India.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>22
<FILENAME>0022.txt
<DESCRIPTION>CONSENT OF WILSON SONSINI GOODRICH & ROSATI
<TEXT>

<PAGE>

                                                                   EXHIBIT 23.1

                 [WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

                              September 20, 2000

Re: Wipro Limited, Registration Statement on Form F-1 (the "Registration
Statement")

   We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus included as a part of the Registration Statement
and any amendments thereto.

                                          /s/ Wilson Sonsini Goodrich &
                                           Rosati, P.C.

                                          Wilson Sonsini Goodrich & Rosati
                                          Professional Corporation
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>23
<FILENAME>0023.txt
<DESCRIPTION>CONSENT OF KPMG, INDEPENDENT AUDITORS
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.3
The Board of Directors
Wipro Limited

   We consent to the use of our report included herein and to the reference to
our Firm under the heading "Experts" in the prospectus.

                                          /s/ KMPG

Bangalore, India
September 20, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>24
<FILENAME>0024.txt
<DESCRIPTION>CONSENT OF N.M. RAIJI & CO.
<TEXT>

<PAGE>

                                                                   EXHIBIT 23.4

September 19, 2000

The Board of Directors,
Wipro Limited
76P and 80P
Doddakannahalli Village
Sarjapur Road
Bangalore 560 035

Dear Sirs,

We have verified the attached financial data of Wipro Limited for the years
ended March 31, 1996, March 31, 1997, March 31, 1998, March 31, 1999 and March
31, 2000. We confirm that the said data has been compiled on the basis of
unconsolidated Balance Sheets and Revenue Accounts of the Company for the
respective years, prepared in accordance with the Generally Accepted
Accounting Principles in India. It may be noted that the said data itself
should not be construed as complete financial statements for the respective
years. Further, we give our consent to use this summary financial data as a
part of the Registration Statement on Form F-1 of Wipro Limited, for the
purpose of proposed American Depository Receipts offering.

Thank you,

Yours faithfully,

For N. M. Raiji & Co.
Chartered Accountants

/s/ J.M. Gandhi

J.M. Gandhi
Partner
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.5
<SEQUENCE>25
<FILENAME>0025.txt
<DESCRIPTION>CONSENT OF INTERNATIONAL DATA CORPORATION
<TEXT>

<PAGE>
                                                                    Exhibit 23.5
                        [IDC LETTERHEAD APPEARS HERE]

                                                                Sept. 18th, 2000
Wipro Limited
Doddakannelli
Sarjapur Rd.,
Bangalore, 560 035
India
Ti 91 80 8440 315


Dear Sirs,

Absent prior written consent, the IDC name, logo, trademarks or copyrighted
information can not be used in promotional materials, publicity releases,
advertising, or any other similar publications or communications, whether oral
or written.

We hereby consent to the issue of the prospectus of Wipro Limited, in
conjunction with the placing and public offer of shares (as defined by the
prospectus) with the inclusion of IDC information and the inclusion therein of
references to the same and to our name in the form and context (including our
qualification) in which they are included. Should there be any changes to this
text, please notify IDC immediately.

In addition, we confirm that the IDC information in the attached pages has
been verified by us and is accurate.

IDC is not responsible for any damages or loss resulting from the use of IDC
information, regardless of the circumstances, and will be held harmless from
any loss, cost, or expense, suffered or incurred as a result of, or in
connection withy any claim, suit or action from any party pertaining to that
use.

Should you have any questions, feel free to contact me.

Warm regards,

/s/ Tehmasp Parekh
Tehmasp Parekh
VP Business Operations
IDC Asia Pacific
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>26
<FILENAME>0026.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENT AS OF AND FOR THE YEAR ENDED MARCH 31, 2000 AND UNAUDITED
FINANCIAL STATEMENT AS OF AND FOR THE QUARTER ENDED JUNE 30, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   YEAR
<FISCAL-YEAR-END>                          MAR-31-2001             MAR-31-2000
<PERIOD-START>                             APR-01-2000             APR-01-1999
<PERIOD-END>                               JUN-30-2000             MAR-31-2000
<CASH>                                         685,823                 783,603
<SECURITIES>                                   297,012                 297,150
<RECEIVABLES>                                4,932,362               4,627,962
<ALLOWANCES>                                   256,177                 196,602
<INVENTORY>                                  1,337,546               1,215,160
<CURRENT-ASSETS>                             8,068,686               7,423,462
<PP&E>                                       6,474,294               6,050,647
<DEPRECIATION>                               2,638,096               2,446,966
<TOTAL-ASSETS>                              13,473,188              12,678,353
<CURRENT-LIABILITIES>                        5,570,464               5,660,560
<BONDS>                                        211,144                 211,144
<PREFERRED-MANDATORY>                          250,000                 250,000
<PREFERRED>                                          0                       0
<COMMON>                                       458,313                 458,313
<OTHER-SE>                                   7,158,889               6,228,627
<TOTAL-LIABILITY-AND-EQUITY>                13,473,188              12,678,353
<SALES>                                      2,281,743              11,361,243
<TOTAL-REVENUES>                             6,262,887              22,990,604
<CGS>                                        3,837,240              15,678,085
<TOTAL-COSTS>                                5,130,830              19,498,239
<OTHER-EXPENSES>                                15,428                 155,144
<LOSS-PROVISION>                                66,351                 299,122
<INTEREST-EXPENSE>                              22,686                 283,627
<INCOME-PRETAX>                              1,116,629               3,749,365
<INCOME-TAX>                                   120,976                 525,298
<INCOME-CONTINUING>                            977,454               3,332,996
<DISCONTINUED>                                       0                 218,707
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   977,454               3,551,703
<EPS-BASIC>                                       4.29                   15.59
<EPS-DILUTED>                                     4.26                   15.54


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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