Exhibit 99.2**CODE OF BUSINESS CONDUCT AND ETHICS*****Table of Contents**   1 Spirit of Wipro2 Chairman’s Message3 Policy on Business Relationships4 Conflict of Interest Policy5 Controllership Policy6 Policy on Insider Trading7 Policy on Fraudulent and Unfair Trade Practices in the Securities Market8 Policy on Intellectual Property9 Policy on Competition10 Foreign Corrupt Practices Act11 Electronic Resources Usage Policy12 Privacy and Confidentiality Policy13 Wipro Equal Employment Opportunity Policy, Employment Policy and  Policy on Prohibition of Harassment & Discrimination14 Media Policy15 Advertisement Policy16 Environment, Health and Safety Policy17 Policy on Separation18 Maintaining And Managing Records19 Export Controls20 Records On Legal Hold21 Confidential Information22 Selecting Suppliers23 Lobbying24 Government Contracts25 Elimination of child labour26 Anti-boycott27 Freedom of association28 Abolition of forced labour.29 General30 Procedure for reporting Concerns     **1. SPIRIT OF WIPRO**     The Spirit of Wipro* represents core values of Wipro. The three Values encapsulated in theSpirit of Wipro are:     **Intensity to Win** **•** Make customers successful  **•** Team, Innovate and Excel     **Act with Sensitivity** **•** Respect for the individual  **•** Thoughtful and Responsible * *The COBCE was originally approved and made effectivein 2002*     *This version was reviewed, approved on and effective from February 19,2007 by Vice President-Legal & General Counsel, Wipro Ltd.*

 
     **Unyielding Integrity** **•** Delivering on Commitments  **•** Honesty and Fairness in action  * *For more details read our booklet ‘Spirit of Wipro‘*     **2. CHAIRMAN’S MESSAGE**     Values encapsulated in the Spirit of Wipro form the essence of Wipro. They guide us throughdifficult situations, controversies and moral dilemmas by defining parameters for right and wrongactions. They are the touchstone of our morality and our way of life. As employees of Wipro, youare the manifestation of our Values. By joining us, you have also joined a movement, a way of lifeand we are honoured to have you with us as partners and custodians of our value system. One of theValues we cherish is Integrity. Very simply it means that we deliver what we commit. Honesty andfairness in action in whatever we do.     We believe that all of you have the maturity and integrity to take a call when faced withmajor choices and dilemmas. To make your job easier we have tried to define some guidelines incritical areas like conflict of interest, confidentiality, intellectual property, insider trading,sexual harassment etc. Some examples are also given for clarification.     This handbook attempts to serve two purposes. Firstly to guide you through the tough choicesyou may be faced with, in the daily execution of your role. And secondly to help create confidencein the mind of our customers, investors, suppliers and the society at large with respect to ourdependability and sincerity.**– Azim Premji**     **3. POLICY ON BUSINESS RELATIONSHIPS**     Wipro will only obtain and conduct business legally and ethically. The quality of our productsand the efficiency of our services at the most competitive prices is our greatest tool in marketingour business. Profits do not justify unfair / unethical business tactics. No contribution ispermitted without the prior approval of the management of Wipro, any fund or other assets belongingto Wipro for political purposes in any territory or country. We should uphold the highest standardsof integrity in all third party dealings.     We should ensure that third parties do not violate Wipro’s policies and should never give,offer, or authorize the offer, directly or indirectly (proxy bribing) , of anything of value (suchas money, goods or service) to any third party including government official to obtain any improperadvantage. A contribution or entertainment should never be offered under circumstances that mightcreate the appearance of an impropriety. Some very modest gifts, with a value not exceeding USD 50or equivalent currency, appropriate to give in the normal course of business practice may beacceptable if they meet the following criteria; **•** They are consistent with accepted business practices.  **•** They do not violate applicable law.  **•** They cannot be reasonably construed as payment or consideration for influencing orrewarding a particular decision or action.  **•** Their public disclosure would not embarrass Wipro.     Please read the Gifts and Entertainment Policy for more details which is available inTEDWEB/Myspace.     **4. CONFLICT OF INTEREST POLICY**     The term “conflict of interest” pertains to situations in which financial or personalconsiderations may compromise, or have the appearance of compromising our judgment of professionalactivities. A conflict of interest exists where the interests or benefits of one person or entityconflict with the interests or benefits of Wipro.     In consideration of your employment with Wipro, you are expected to devote your full attentionto the business interests of Wipro. You are prohibited from engaging in any activity thatinterferes with your performance or responsibilities to Wipro or is otherwise in conflict with orprejudicial to the interests of Wipro. For e.g., It is a conflict of interest to serve as adirector of any company that competes with Wipro. Although you may serve as a director of a

 
Wipro supplier, customer, developer, or other business partner, our policy requires that youfirst obtain approval from Wipro’s Corporate Legal Department before accepting a directorship. As ageneral rule, you should avoid conducting Wipro’s business with a relative or significant other, orwith a business which a relative or significant other is associated in any significant role. Ifsuch a related party transaction is unavoidable, you must fully disclose the nature of the relatedparty transaction to Wipro’s Chief Financial Officer. Any dealings with a related party must beconducted in such a way that no preferential treatment is given to this business. (For thedefinition of a relative / significant other please refer Integrity Manual)     Wipro discourages the employment of relatives in positions or assignments within the samedepartment and prohibits the employment of such individuals in positions that have a financialdependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinaterelationship).     Willful withholding of information regarding a prohibited relationship/reporting arrangementmay be subject to disciplinary action, up to and including termination of services.     The outside publication of books, articles or manuscripts which relate in any way to Wipro’sbusiness does not require any action if the material is first submitted and approved by theconcerned supervisor and the relevant Business Unit Head and provided that in all thesecommunications there is a legend attached to state the following *‘The views expressed in thisarticle/presentation are that of mine and Wipro does not subscribe to the substance, veracity ortruthfulness of the said opinion’*     Wipro may, after considering the facts and circumstances of each case, permit certainemployees to work for certain Non- Governmental Organizations, Clubs and Charitable Institutions.The employee should ensure that his services do not in any manner affect Wipro’s interest. Theemployee shall not accept remuneration for any service rendered by him except reimbursement ofexpenses that has been incurred by him for having provided the service (travel expenses, lodging,boarding, etc).     If a proposed transaction or situation raises any questions or doubts in your mind you shouldconsult the Legal Department or Human Resources Department.     **5. CONTROLLERSHIP POLICY**     We all have a responsibility to protect the assets of Wipro, ensure optimal utilization ofassets and to report and record all transactions. We should protect Wipro’s assets from loss,damage, misuse or theft and assets may only be used for business purposes and other purposesspecifically approved by management and must never be used for illegal purposes. Employees who haveaccess to proprietary and confidential information must take every precaution to keep itconfidential. Every employee should protect the reputation of Wipro, its employees and itsproducts. Employees should never make any false or artificial entries in any records.     **6. POLICY AGAINST INSIDER TRADING**     Insider trading is prohibited by both law as well as by Wipro policy. Insider Tradinggenerally involves the act of subscribing or buying or selling of Wipro’s Securities, when in thepossession of any Unpublished Price Sensitive Information about Wipro. It also involves disclosingany Unpublished Price Sensitive Information about Wipro to others who could subscribe or buy orsell Wipro’s Securities. Insider Trading invokes severe civil and criminal penalties not only onthe Insider but also on Wipro in certain circumstances under Federal Securities Statutes of theUnited States of America as well as the Regulations issued in India under the Securities andExchange Board of India (SEBI) Act, 1992. “Price sensitive information” is information whichrelates directly or indirectly to a Company and which if published is likely to materially affectthe price of Securities of a Company. It is important to note that both positive and negativeinformation could be price sensitive. Employees are encouraged to follow the Insider Trading Codeat all times. Punishment for violation can include wage freeze, termination of services and evencommencement of appropriate criminal and civil legal proceedings against such an employee.     **7. POLICY ON FRAUDULENT AND UNFAIR TRADE PRACTICES IN THE**     **SECURITIES MARKET**     Wipro’s securities are listed on all the major Stock Exchanges in India and its AmericanDepository Receipts are listed on the NYSE. Wipro is committed to comply with securities laws inall jurisdictions in which Wipro’s securities are listed. Wipro prohibits fraudulent and unfairtrade practices in the securities market, with regard to the securities of Wipro or of any companyWipro has business dealings with. This policy shall apply to directors and employees of Wipro.

 
     **8. INTELLECTUAL PROPERTY POLICY**     We have an utmost obligation to ourselves to identify and protect the intellectual properties,trade secrets and other confidential information owned by Wipro and it’s customers or associatesbecause it is critical to our success. By Intellectual Property Rights (“**IPR**”) we mean generallypatented or potentially patentable inventions, trademarks, service marks, trade names,copyrightable subject matter, and trade secrets.     We have an obligation to protect Wipro’s IPR and Customer’s IPR at all times. Always consultthe Legal Department whenever an IPR issue is involved and you are not clear on the course ofaction to be taken.     **9. POLICY ON FREE AND FAIR COMPETITION/ANTITRUST AND INDUSTRIAL ESPIONAGE**     Wipro shall compete only in an ethical and legitimate manner and prohibits all actions thatare anti-competitive or otherwise contrary to laws that govern competitive practices in themarketplace. As Wipro’s business interests are spread across the world, Wipro may be subject tocompetition laws of various jurisdictions and all employees shall comply with the same. Mostcountries have well-developed bodies of law designed to encourage and protect free and faircompetition. Wipro is committed to obeying these laws both in the letter and spirit. Theconsequences of not doing so can be severe for all of us. These laws often regulate Wipro’srelationships with its distributors, resellers, dealers, and customers.     Competition laws generally address the following areas: pricing practices (including pricediscrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates,exclusive dealerships or distributorships, product bundling, restrictions on carrying competingproducts, termination, and many other practices. Competition laws also govern, usually quitestrictly, relationships between Wipro and its competitors. As a general rule, contacts withcompetitors should be limited and should always avoid subjects such as prices or other terms andconditions of sale, customers, and suppliers.     Employees, agents or contractors of Wipro shall not make any false or misleading statementsregarding its competitors or the products of its competitors, customers or suppliers. Wipro shallnot enter into agreements, discussions with competitors about any matter relating to competitionbetween Wipro and its competitor, such as sales prices, marketing strategies, market shares andallocation of market, territories, supply and sources or customers or enter into agreements withthe competitors that affect prices they charge may constitute illegal price–fixing which isprohibited under the competition laws. Wipro shall not enter into any agreements that are inrestraint of trade, prices, quality of products or services or in any manner monopolize any part oftrade or commerce by controlling the supply of a product or service with the intention to controlits price or to exclude competitors from the market. However, participating with competitors in atrade association or in a standards creation body is acceptable when the association has beenproperly established, has a legitimate purpose, and has limited its activities to that purpose.     Employees should not conduct themselves in such manner that it is perceived as industrialespionage or commercial bribery. Also, employees should ensure that distributors or agents sellingWipro’s products entering into any accepted practices, like bundling of products, discounts on themarket price, free gifts etc., shall do so only with the express permission of Wipro. Employeesshould not initiate or encourage boycotts of specific products or services or arbitrary refusal ofdealing with designated customers or suppliers or bids or the intent to bid or even discuss orexchange information on these subjects.     Further, employees should not be encouraged to disclose confidential information that isassociated with his previous employment. Always consult the Legal Department in case of doubt     In some cases, legitimate joint ventures with competitors may permit exceptions to these rulesfor example, bona fide purchases from or sales to competitors on non-competitive products butWipro’s Legal Department must review all such proposed ventures in advance. These prohibitions areabsolute and strict observance is required. Collusion among competitors is illegal, and theconsequences of a violation are severe. Although the spirit of these laws, known as “antitrust,”“competition,” or “consumer protection” or unfair competition laws, is straightforward, theirapplication to particular situations can be quite complex.     The purpose of this policy is to maintain the Wipro’s reputation as a lawful competitor and tohelp ensure the integrity of the competitive marketplace. The Wipro expects its competitors torespect our rights to compete lawfully in the marketplace, and we must respect their rightsequally. Wipro employees, agents and contractors may not steal or unlawfully use the information,material, products, intellectual property, or proprietary or confidential information of anyoneincluding suppliers, customers, business partners or competitors.     To ensure that Wipro complies fully with these laws, each of us should have a basic knowledgeof them and should involve our Legal Department early on when questionable situations arise.

 
     **10. FOREIGN CORRUPT PRACTICES ACT (“FCPA”) COMPLIANCE POLICY**     **i) BACKGROUND AND TO WHOM IT IS APPLICABLE**     The anti-bribery provisions of the FCPA make it unlawful for a U.S. person, to make a corruptpayment to a foreign official for the purpose of obtaining or retaining business for or with, ordirecting business to, any person. Since 1998, they also apply to **foreign firms and persons**whotake any act in furtherance of such a corrupt payment **within the territory of the United States**.     The FCPA applies to any individual, firm, officer, director, employee or agent of a firm andany stockholder acting on behalf of a Company.     Under the FCPA, the US jurisdiction over corrupt payments to foreign officials depends uponwhether the violator is an Ïssuer” or “domestic concern”or a foreign national or business.     “Issuer” is a corporation that has issued securities registered in the US or who is requiredto file reports with the Securities and Exchange Commission (such as Wipro).     “Domestic concern” is any individual who is a citizen, national or resident of the United States orany corporation, partnership, association, joint-stock company, business trust, unincorporatedorganization, or sole proprietorship with its principal place of business in the United States.     **ii) WHAT IS PROHIBITED; CRITERIA APPLICABLE**     FCPA prohibits paying, offering, promising to pay (or authorizing to pay) money or anything ofvalue to foreign officials, political parties, political officials or any candidate for foreignpolitical office with the intent of: (i) influencing any act or decision;  (ii) inducing the official to do or omit to do any act in violation of his or her lawfulduty;  (iii) obtain any improper advantage; or  (iv) to induce an official to use his or her influence improperly to affect or influenceany act or decision.A foreign official is any officer or employee of a foreign government, a public internationalorganization, any department or agency thereof or any person acting in an official capacity.Any payments made in order to assist the firm in obtaining or retaining business or directingbusiness to any other person will fall afoul of this law.It is to be noted that: (i) the terms dealing with obtaining or retaining business are interpreted broadlyby the Department of Justice;  (ii) the business to be obtained or retained does ***not*** need to be with aforeign government or foreign government body; and  (iii) an offer or promise to make a corrupt payment can constitute a violation ofthis statute; the focus is on intent or purpose of the offer or payment rather thanwhat actually happens after that.     **iii) THIRD PARTY PAYMENTS**     FCPA prohibits corrupt payments through agencies or intermediaries. It is important for theCompany to follow the usual business due diligence procedure while selecting agents orintermediaries to represent the Company.     **iv) EXCEPTION**     There are exceptions to the above for “facilitating payments” to expedite a routineadministrative action to which a person is otherwise entitled. Wipro strongly discourages thesame. Employees may not make any facilitating payments. However, it is important for employees tounderstand the difference between a bribe and a facilitating payment.

 
   **Bribe** **Facilitating payment**Corruptly giving athing of value inexchange forgaining advantagein favor of thegiver or any otherperson (*Forexample: anymoney, goods orservices providedto a governmentofficial to obtainor retain anadvantage in acontract)*. Payment of money to expedite a routinegovernmental action to which the giver isotherwise entitled to *(For example: FilingFees which are due to a government underits laws for registration, permits, visas,licenses, phone service, utilities supply,police protection etc)*.     **v) SANCTIONS**     Penalties for violating the FCPA include;