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                                                                    EXHIBIT 99.4

                              WIPRO'S OMBUDSPROCESS

1.    INTRODUCTION

      Wipro (hereinafter referred to as "the Company") is committed to the
      highest standards of openness, probity and accountability.

      An important aspect of accountability and transparency is a mechanism to
      enable employees of the Company to voice concerns in a responsible and
      effective manner. It is a fundamental term of every contract of employment
      with the Company that an employee will faithfully serve his or her
      employer and not disclose confidential information about the employer's
      affairs.

      Nevertheless, where an employee discovers information which he/she
      believes shows serious malpractice, impropriety, abuse or wrongdoing
      within the organization then this information should be disclosed
      internally without fear of reprisal, and there should be arrangements to
      enable this to be done independently of line management (although in
      relatively minor instances the line manager would be the appropriate
      person to be informed).

      The Company has therefore endorsed the provisions set out below so as to
      ensure that no employee of the Company should feel at a disadvantage in
      raising legitimate concerns.

2.    SPIRIT OF THE POLICY

      Employees are often the first to realize that there may be something
      seriously wrong within the Company. However, the employee may be worried
      about raising such issues or may want to keep the concerns to
      himself/herself because he/she may consider that it is none of his/her
      business or that it is only a suspicion. He/she may also feel that raising
      the matter would be disloyal to his/her colleagues, managers or to the
      Company itself. Also, he/she may decide to say something but find that
      he/she has not spoken to the right person, or he/she has raised the issue
      in the wrong way and are not sure what to do next.

      As is well known, Wipro does not tolerate any malpractice, impropriety,
      abuse or wrongdoing and it now expects employees, who have concerns about
      what is happening at work to come forward and voice those concerns.

      This policy has been introduced by the Company to enable employees to
      raise their concerns about any malpractice, impropriety, abuse or
      wrongdoing at an early stage and in the right way, without fear of
      victimization, subsequent discrimination or disadvantage. The policy is
      intended to encourage and enable the employees to raise concerns within
      the Company than overlooking a problem.

      It should be emphasized that this policy is intended to assist employees
      who believe they have discovered malpractice, impropriety, abuse or
      wrongdoing. It is not designed to question financial or business decisions
      taken by the Company nor should it be used to reconsider any matters,
      which have already been addressed pursuant to disciplinary or other
      procedures of the Company.

3.    SCOPE OF THE POLICY
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      This policy is designed to enable employees of the Company to raise
      concerns internally and at a high level and to disclose information, which
      the individual believes shows malpractice, impropriety, abuse or
      wrongdoing. This policy is intended to deal with concerns which are at
      least initially to be investigated separately but might then lead to the
      invocation of other procedures e.g. disciplinary.

4.    APPLICABILITY OF THE POLICY AND ITS EFFECTIVE DATE

      This policy applies to all permanent employees of the Company including
      those who are on probation and becomes effective with effect from April
      15, 2003.

5.    ASSURANCES UNDER THE POLICY

      If an employee raises genuine concern under this policy, he/she will not
      be at risk of losing his/her job nor will he/she be suffering from any
      form of retribution as a result. If one is acting in good faith it does
      not matter if one is mistaken.

      The Company will not tolerate any harassment or victimization (including
      informal pressures) of/against the disclosing employee and will take
      appropriate action to protect the employee when he raises a concern in
      good faith.

      If the employee asks for protection of his/her identity, the Company will
      not disclose it without his/her consent. However, it is possible that the
      Company will be unable to resolve the concern raised without revealing the
      employee's identity (e.g. required for conducting an effective
      investigation or when evidence is needed in a Court). But if this occurs
      the Company will discuss with the employee as to how the Company and
      employee can proceed further in the matter and decide accordingly.

6.    POLICY AND PROCEDURE FOR DISCLOSURE, ENQUIRY AND DISCIPLINARY ACTION

6.1   WHAT CONSTITUTES MALPRACTICE IMPROPRIETY, ABUSE OR WRONGDOING?

      Malpractice, impropriety, abuse and wrongdoing (hereinafter referred to as
      "Concern") can include a whole variety of issues and some are listed
      below. However, this is not a comprehensive list but is intended to
      illustrate the sort of issues, which may be raised under this policy.

      -     Any unlawful act, whether criminal (e.g. theft) or a breach of the
            civil law (e.g. slander or libel).

      -     Breach of any Policy or Manual or Code adopted by the Company

      -     Health and safety risks, including risks to the public as well as
            other employees (e.g. faulty electrical equipment).

      -     Abuse of children and vulnerable adults (e.g. through physical,
            sexual, psychological or financial abuse, exploitation or neglect).

      -     Damage to the environment (e.g. pollution).

      -     Fraud and corruption (e.g. to solicit or receive any gift/reward as
            a bribe).

      -     Any instance of failure to comply with legal or statutory obligation
            either for and on behalf of the Company or in any personal capacity
            in the course of discharging duties of the Company.

      -     Any instance of any sort of financial malpractice

      -     Abuse of power (e.g. bullying/harassment).

      -     Any other unethical or improper conduct.

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6.2   HOW TO DISCLOSE A CONCERN?

      It is perfectly acceptable for the employee to discuss his/her Concern
      with a colleague and the employee may find it more comforting to raise the
      matter if there are two (or more) employees who share the same Concerns.

      An employee intending to make any disclosure of a Concern is required to
      disclose all relevant information regarding the Concern not later than
      one-year from the day on which he/she knew of the Concern.

6.3   TO WHOM SHOULD A CONCERN BE DISCLOSED

      The Concern should be disclosed through E-mail or telephone, fax or any
      other method to the following persons each of whom has been designated as
      "Ombudsman".

      Mr Anurag Behar             -            Corporate
      Dr A L Rao                  -            Wipro Technologies
      Dr Anurag Srivatsava        -            Wipro lnfotech
      Mr Kumar Chander            -            Wipro Consumer Care
      Mr Sunil Rajagopalan        -            Wipro Fluid Power

6.4   WHO WILL INVESTIGATE INTO THE CONCERN?

      The Concern shall be investigated by the Ombudsman either by himself or
      through any other person as may be deemed necessary by the Ombudsman.

      A copy of the Concern disclosed shall be furnished to the Corporate
      Ombudsman for information.

6.5   WHO WILL TAKE A DECISION VIS-A-VIS THE CONCERN?

      A decision vis-a-vis the Concern disclosed at a Business Unit level shall
      be taken by the Business Unit Compliance Committee comprising of the
      following persons;

      -     Business Unit CEO

      -     Business Unit CFO

      -     CFO Business Unit HR Head

      -     Business Unit Chief Legal Officer

6.6   RULES FOR INVESTIGATION AND DECISION BY THE COMPLIANCE COMMITTEES

      The Compliance Committee shall in consultation with the Audit Committee of
      the Board of Directors may frame and circulate such rules as may be deemed
      necessary to enable a fair conduct of inquiry and investigation as well as
      decision.

6.7   PROCEDURE FOR HANDLING THE DISCLOSED CONCERN
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      Once any disclosure of Concern has been made by an employee, the Ombudsman
      to whom the disclosure has been made shall pursue the following steps:

      -     Obtain full details and clarifications of the complaint.

      -     Consider the involvement of the Company's Auditors or the Police or
            any other external investigation agency or person.

      -     Fully investigate into the allegation with the assistance where
            appropriate, of other individuals / bodies.

      -     Prepare a detailed written report and submit the same to the
            Business Unit or Corporate Compliance Committee, as the case may be,
            not later than 30 days from the date of disclosure of Concern.

      Whilst the purpose of this policy is to enable the Company to investigate
      Concerns raised by the employees and take appropriate steps to deal with
      it, the Company will give the employee as much feedback as the Company
      can.

      The Company may not be able to inform the employee the precise action the
      Company takes where this would infringe a duty of confidence owed by the
      Company to someone else.

      The Company will take steps to minimize any difficulties, which the
      employee may experience as a result of raising the Concern. Thus, if the
      employee is required to give evidence in criminal or disciplinary
      proceedings the Company will arrange for the employee to receive advice
      about the procedure etc.

6.8   PROCEDURE TO BE PURSUED BY THE COMPLIANCE COMMITTEE

      The Compliance Committee shall pursue the following steps;

      -     The Compliance Committee will, based on the findings in the written
            report submitted by the Ombudsman and after conduct of such further
            investigation as it may deem fit, come to a final decision in the
            matter not later than 30 days from the date of receipt of the
            written report from the Compliance Committee.

      -     If the complaint is shown to be justified, then the Compliance
            Committee shall invoke the disciplinary or other appropriate action
            against the defaulting employee as per Company procedures.

      -     A copy of the decision in writing shall be sent to the Corporate
            Ombudsman who shall also place the same before a meeting of the
            Audit Committee held immediately after the date of such a final
            decision.

      All decisions by the Compliance Committee shall be by way of a simple
      majority. In the case of a tie, the matter should be referred to the
      Corporate Ombudsman or Audit Committee, as the case may be, for a final
      decision in the matter.

6.9   APPEAL AGAINST THE DECISION OF THE COMPLIANCE COMMITTEE

      If the Complainant or the person complained against is not satisfied with
      the decision of the Compliance Committee, then either of the Parties could
      prefer an appeal against this decision before the Audit Committee and the
      decision of the Audit Committee in the matter will be final and binding on
      all the parties.

      Appropriate appeal procedure may be formulated by the Audit Committee.

6.10  ANONYMOUS ALLEGATIONS
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      This policy encourages employee to put his/her name to any disclosures
      he/she makes. Concerns expressed anonymously are much less credible, but
      they may be considered for further action at the sole discretion of the
      Company.

      In exercising this discretion, the factors to be taken into account will
      include:

      -     The seriousness of the Concern raised

      -     The credibility of the Concern

      -     The likelihood of confirming the allegation from attributable
            sources

6.11  UNTRUE ALLEGATIONS

      If an employee makes an allegation in good faith, which is not confirmed
      by subsequent investigation, no action will be taken against that
      employee. In making a disclosure the employee should exercise due care to
      ensure the accuracy of the information.

6.12  MAINTAINING CONFIDENTIALITY OF THE CONCERN AS WELL AS THE DISCLOSURE

      The employee making the disclosure of Concern as well as any of the
      persons to whom the Concern has been disclosed or any of the persons who
      will be investigating or deciding on the investigation as well as the
      members of the Audit Committee shall not make public the Concern disclosed
      except with the prior written permission of the Audit Committee. However,
      this restriction shall not be applicable if any employee is called upon to
      disclose this issue by any judicial process and in accordance with the
      laws of land.

7     COMPLAINTS OF RETALIATION AS A RESULT OF DISCLOSURE

      If an employee believes that he or she has been retaliated against in the
      form of an adverse personnel action for disclosing Concern under this
      policy he/she may file a written complaint to the Ombudsman requesting an
      appropriate remedy.

      For the purposes of this policy an adverse personnel action shall include
      a disciplinary suspension; a decision not to promote; a decision not to
      grant a salary increase; a decision not to hire; a termination; an
      involuntary demotion; rejection during probation; a performance evaluation
      in which the employee's performance is generally evaluated as
      unsatisfactory; an involuntary resignation; an involuntary retirement; an
      involuntary reassignment to a position with demonstrably less
      responsibility or status as compared to the one held prior to the
      reassignment; or an unfavorable change in the general terms and conditions
      of employment.