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                                                                    Exhibit 99.2

                                  [WIPRO LOGO]

                              NOTICE TO MEMBERS

NOTICE IS HEREBY GIVEN THAT THE FIFTY SIXTH ANNUAL GENERAL MEETING OF WIPRO
LIMITED WILL BE HELD AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT
DODDAKANNELLI, SARJAPUR ROAD, BANGALORE ON JULY 18, 2002 AT 4.30 P.M., TO
TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1.   Receive, consider and adopt the audited Balance Sheet as at March 31, 2002
     and the Profit and Loss Account for the year ended on that date and the
     Reports of the Directors and Auditors thereon.

2.   Declare final dividend on equity shares.

3.   Appoint a Director in place of Dr. Ashok Ganguly, who retires
     by rotation and being eligible, offers himself for re-appointment.

4.   Appoint a Director in place of Mr. N. Vaghul who retires by
     rotation and being eligible, offers himself for re-appointment.

5.   Appoint a Director in place of Mr. B.C. Prabhakar who retires
     by rotation and being eligible, offers himself for re-appointment.

6.   Appoint M/s. N.M. Raiji & Co., as Auditors to hold office from
     the conclusion of this meeting until the conclusion of the next
     Annual General Meeting of the Company and fix their
     remuneration.

SPECIAL BUSINESS

7.   Consider and if thought fit, to pass with or without modification,
     the following resolution as ORDINARY RESOLUTION:

     RESOLVED THAT Prof. Eisuke Sakakibara, who was
     appointed as an Additional Director of the Company by the
     Board of Directors and who ceases to hold office under Section
     260 of the Companies Act, 1956, and in respect of whom the
     Company has received a notice in writing proposing his
     candidature for the office of Director, be and is hereby
     appointed as a Director of the Company.

8.   Consider and if thought fit, to pass with or without modification,
     the following resolution as ORDINARY RESOLUTION :

     RESOLVED THAT Mr. Priya Mohan Sinha, who was appointed
     as an Additional Director of the Company by the Board of
     Directors and who ceases to hold office under Section 260 of
     the Companies Act, 1956, and in respect of whom the
     Company has received a notice in writing proposing his
     candidature for the office of Director, be and is hereby
     appointed as a Director of the Company.

9.   Consider and if thought fit, to pass with or without modification,
     the following resolution as ORDINARY RESOLUTION :

     RESOLVED THAT pursuant to the resolutions passed under
     the provisions of Section 269, 309, 311 and other applicable
     provisions, if any, of the Companies Act, 1956, the
     re-appointment of Mr. P.S. Pai, as Vice Chairman of the
     Company with effect from December 1, 2001 until July 31,
     2002 as well as the payment of salary, commission and
     perquisites (hereinafter referred to as "remuneration"), as
     detailed in the explanatory statement attached hereto, subject
     to the overall ceiling of the total managerial remuneration for
     the year 2002-03 as provided under Section 309 of the
     Companies Act, 1956 be and is hereby approved.

10.  Consider and if thought fit, to pass with or without modification, the
     following resolutions as ORDINARY RESOLUTIONS:

     RESOLVED THAT pursuant to the resolutions passed under Sections 269, 309,
     311 and other applicable provisions, if any, of the Companies Act, 1956 at
     the Annual General Meeting of the Company held on July 29, 1999, the
     partial revision in terms and conditions of the remuneration payable to Mr.
     Vivek Paul, Vice Chairman and Chief Executive Officer of the Company's
     Technologies Business with effect from February 1, 2002 as detailed in the
     explanatory statement attached hereto, subject to the overall ceiling of
     the total managerial remuneration for each year as provided under Section
     309 of the Companies Act, 1956 be and is hereby approved.

     RESOLVED FURTHER THAT all other terms and conditions of his appointment
     including commission and perquisites as decided by the Board at their
     earlier meetings continues to be payable to Mr. Vivek Paul, Vice Chairman
     without any change whatsoever.


11.  Consider and if thought fit, to pass with or without modification, the
     following resolutions as ORDINARY RESOLUTIONS:

     RESOLVED THAT Mr. D.A. Prasanna, who was appointed as an Additional
     Director of the Company by the Board of Directors and who ceases to hold
     office under Section 260 of the Companies Act, 1956, and in respect of whom
     the Company has received a notice in writing proposing his candidature for
     the office of Director, be and is hereby appointed as a Director of the
     Company.

     RESOLVED FURTHER THAT pursuant to the provisions of Sections 269, 309, 311
     and other applicable provisions, if any, of the Companies Act, 1956, the
     Company hereby approves the appointment of Mr. D.A. Prasanna, as Vice
     Chairman and Chief Executive Officer of the Company's Health Care and Life
     Science Business, for a period of three (3) years with effect from April
     19, 2002, on the payment of salary, performance incentive and perquisites
     (hereinafter referred to as "remuneration"), subject to the overall ceiling
     of the total managerial remuneration for each year as provided under
     Section 309 of the Companies Act, 1956, and other terms and conditions as
     may be determined by the Board of Directors for each year, as detailed in
     the explanatory statement annexed hereto.

12.  Consider and if thought fit, to pass with or without modification, the
     following resolution as SPECIAL RESOLUTION:

     RESOLVED THAT pursuant to Section 309 of the Companies Act, 1956 and
     Article 175 (b) of the Articles of Association of the Company and within
     the limits stipulated in Section 309(4) of the Companies Act, 1956, the
     Company be and is hereby authorised to pay remuneration by way of
     commission to any one or more or all of the Non-Executive Directors (other
     than Chairman and Managing Director as well as Vice Chairmen of the
     Company) in such amounts or proportions and in such manner as may be
     decided by the Board of Directors of the


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     Company from time to time, for a period of five years commencing from April
     1, 2002, which cumulatively shall not exceed 1% of the net profits of the
     Company, as computed under Section 198 of the Companies Act, 1956 in any
     financial year.

                       BY ORDER OF THE BOARD OF DIRECTORS

                                  SATISH MENON
               CORPORATE VICE PRESIDENT-LEGAL & COMPANY SECRETARY

REGISTERED OFFICE:
DODDAKANNELLI, SARJAPUR ROAD
BANGALORE 560 035
DATE: APRIL 19, 2002

NOTES:

1.   A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT
     ONE OR MORE PROXIES TO ATTEND AND ON A POLL, TO VOTE INSTEAD OF HIMSELF. A
     PROXY NEED NOT BE A MEMBER. PROXIES TO BE EFFECTIVE MUST BE RECEIVED BY THE
     COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2.   A bio-data of the Directors proposed to be re-appointed at Serial Numbers
     3, 4 and 5 of the Ordinary Business and Serial Numbers 7, 8, 9 and 11 of
     the Special Business are enclosed as Annexure A to the Notice.

3.   Explanatory statement as required by Section 173(2) of the
     Companies Act, 1956 is enclosed as Annexure B to the Notice.

4.   Only bonafide members of the Company whose names appear on the Register of
     members/Proxy holders in possession of valid attendance slips duly filled
     and signed, will be permitted to attend the meeting. The Company reserves
     its right to take all steps as may be deemed necessary to restrict
     non-members from attending the meeting.

5.   Members are requested to bring their copies of Annual Report to the Meeting
     as the same will not be circulated at the meeting.

6.   The dividend declared at the Annual General Meeting will be paid to those
     members whose names appear on the Register of Members of the Company as on
     July 3, 2002 i.e. the date on which the Register of Members of Company
     closes under Section 154 of the Companies Act, 1956.

7.   As usual, to facilitate the shareholders to reach the venue of the meeting,
     the Company would be arranging transport from four specified destinations
     at 3.00 pm on July 18, 2002;

     a.   St. Marks Road, Bangalore (opposite to Koshys Restaurant)

     b.   Dr. Rajkumar Road, at the entrance of Raghavendra Temple, Rajaji
          Nagar, Bangalore

     c.   At the entrance of Gitanjali Theatre, Malleswaram Circle, Bangalore

     d.   BDA Complex, Koramangala Main Road, Bangalore

          Those who wish to avail of this facility are requested to get
          confirmation to this effect at the following numbers:

          080-8440011 (Extn.183) and 080-8440078. (Contact: G. Kothandaraman).
          Alternatively, you may also send your requests by fax at 080-8440051.
          Your requests must reach us latest by July 14, 2002.

                            ANNEXURE A TO THE NOTICE

The relevant information relating to the Directors who would be
appointed/re-appointed at the ensuing Annual General Meeting to be held on July
18, 2002 are given below:

DR. ASHOK GANGULY

Dr. Ashok Ganguly has served as our Director since January 1999. He has also
been Chairman of ICI India Limited since August 1996. From June 1980 to May
1990, he served as Chairman of Hindustan Lever Limited. From May 1990 to May
1997 he served as Director of Unilever NV and Plc. Currently, he is also on the
boards of British Airways Plc., Technology Network (India) Pvt. Ltd., ICICI
Knowledge Park Ltd., Mahindra & Mahindra Ltd., as well as on the Central Board
of Directors of Reserve Bank of India and, most recently, Tata AIG Life
Insurance Co. Ltd. Dr. Ganguly holds a B.Sc. in Chemistry from Bombay University
and an MS and Ph.D. from the University of Illinois.

MR. N. VAGHUL

Mr. 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 & Mahindra Limited, Nicholas Piramal India Limited, Technology
Network (India) Pvt. Ltd., and Air India Limited. Mr. Vaghul is also the
Chairman of the Compensation and Benefits Committee of Mahindra and Mahindra
Limited and Nicholas Piramal India Limited. Mr. Vaghul holds a Bachelor of
Commerce in Banking from Madras University.

MR. B.C. PRABHAKAR

Mr. 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 Bachelor
of Arts in Political Science and Sociology and an LLB from Mysore University.

PROF. EISUKE SAKAKIBARA

Prof. Eisuke Sakakibara became a director of our company on January 1, 2002. He
has been a Professor of Economics in Keio University of Japan since 1999. After
working with the Ministry of Finance, Government of Japan since 1965, he was
posted as Economist, International Monetary Fund in 1971 and was the visiting
Associate Professor of Economics at Harvard University. He has also served as
Director-General, International Finance Bureau, Japan between 1995 and 1997. In
1997 he became the Vice Minister of Finance for International Affairs, Japan.
Prof. Sakakibara holds a B.A. in Economics from the University of Tokyo and a
Ph.D. in Economics from the University of Michigan.

MR. PRIYA MOHAN SINHA

Mr. Priya Mohan Sinha became a director of our company on January 1, 2002. He
has served as the Chairman of PepsiCo India Holdings Limited and President of
Pepsi Foods Limited since 1992. From October 1981 to November 1992, he was on
the Executive Board of Directors of Hindustan Lever Limited. From 1981 to 1985,
he also served as Sales Director of Hindustan Lever. Currently, he is also on
the Boards of ICICI Bank Limited, Bharti Televentures and Lafarge India. Mr.
Sinha was also Chairman of Stepan Chemicals Limited between 1990 and 1993 and on
the Boards of Brooke Bond India Limited, Lipton India Limited, Indexport Limited
and Lever Nepal Limited. Mr. Sinha holds a Bachelor of Arts from Patna
University and he also attended an Advanced Management Program in the Sloan
School of Management, Massachusetts Institute of Technology.

MR. P.S. PAI

Mr. Pai has served as our Director, Vice Chairman of the Board and Executive
Officer of Wipro Consumer Care and Lighting since


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January 1999 and served as Group President from July 1996 to December 1998. Mr.
Pai joined Wipro in 1979. He significantly contributed to the brand building of
Sunflower, Santoor, Wipro Shikakai, Wipro Baby Soft and Wipro Lighting products
and also helped to build one of the largest distribution systems in the country.
Mr. Pai holds a B. Engineering from Mysore University and Post Graduate Diploma
in Industrial Engineering from IIT, Madras.

MR. D.A. PRASANNA

Mr. D.A. Prasanna is appointed as our Additional Director effective April 15,
2002 and Whole-time Director designated as Vice-Chairman and Chief Executive
Officer of Company's Health Care and Life Science business. Mr. Prasanna has
been a part of the Wipro Corporate Executive Council since 1978, heading the
Human Resource and Business Development function till 1989. Mr. Prasanna moved
to Wipro GE Medical Systems Limited as the first Chief Executive Officer. He led
the creation of a USD 450M global business in Healthcare for GE Medical Systems
(GEMS) in South Asia and South East Asia. Immediately prior to his appointment
as Vice Chairman in Wipro, he was the Chairman of GEBEL, GEMS IT Ltd., and GE
X-ray (South Asia), in addition to his responsibility as the Managing Director
of Wipro GE Medical Systems Limited. During his tenure with GE, he has held key
positions in GE USA and Japan including as director of Yokogawa GEMs and Samsung
GEMS Korea. As CIO and Quality Leader in GEMS Asia, Mr. Prasanna launched
Information Technology and Six Sigma initiatives. Mr. Prasanna is a GE certified
Six Sigma Quality Leader.

                            ANNEXURE B TO THE NOTICE

EXPLANATORY STATEMENT AS REQUIRED BY SECTION 173(2) OF THE COMPANIES ACT, 1956

In conformity with the provisions of Section 173(2) of the Companies Act, 1956,
the following Explanatory Statement sets out all the material facts relating to
the items of Special Business at Item Nos. 9, 10, 11 and 12 of the Notice dated
April 19, 2002 and the same should be taken as forming part of the Notice.

ITEM NO. 9

Mr. P.S. Pai was re-appointed as Vice Chairman of the Company
effective December 1, 2001 by the Board of Directors of the
Company until July 31, 2002. The terms and conditions of the
remuneration payable to Mr. P.S. Pai, Vice Chairman during the
tenure of his appointment was determined by the Board of Directors
vide Board resolution passed on January 17, 2002 as detailed below:

i.      SALARY: Rs. 190,000 per month as basic salary and Allowances of Rs.
        125,000 per month, which are eligible for revision.

ii.     COMMISSION: Not exceeding 0.1% of the net profits of the Company
        calculated and payable on the quarterly net profits of the Company
        payable on a quarterly basis effective quarter ending on December 31,
        2001, and subsequent financial years up to the date of his retirement.
        The commission paid to the Vice Chairman on a quarterly basis shall be
        recomputed based on the net profits of the Company for the full year
        2002-03 and proportionate up to the date of his retirement.

iii.    PERQUISITES: The Vice Chairman shall be entitled to all the perquisites
        listed herein below in addition to the salary, allowances and
        performance linked compensation mentioned above;

        a)  HOUSING: The Company shall provide rent free furnished residential
            accommodation as per Company policy. In case no accommodation is
            provided by the Company, the Vice Chairman shall be entitled to such
            house rent allowance as may be decided by the Board of Directors
            from time to time subject however to a limit of 60% of his salary.

        b)  MEDICAL REIMBURSEMENT: Reimbursement of medical expenses incurred,
            including premium paid on health insurance policies whether in India
            or abroad, for self and family including hospitalisation, surgical
            charges, nursing charges and domiciliary charges for self and for
            family.

        c)  LEAVE TRAVEL ALLOWANCE: Rs. 75,000 per annum.

        d)  CLUB FEES: In accordance with the rules of the Company as applicable
            to its senior managers for one club.

        e)  PERSONAL ACCIDENT INSURANCE: Premium not to exceed Rs. 7,200/- per
            annum.

        f)  PROVIDENT FUND/PENSION: Contribution to Provident Fund and Pension
            Fund to the extent such contributions, either singly or put together
            are not taxable under the Income Tax Act, 1961. Contribution to
            Pension Fund will be paid only on basic salary.

        g)  GRATUITY: Gratuity payable shall be in accordance with the
            provisions of the payment of Gratuity Act.

        h)  USE OF CAR WITH DRIVER: The Company shall provide the Vice Chairman
            a car with driver for business and personal use.

        i)  TELEPHONE FACILITY AT RESIDENCE: Telephone facility shall be
            provided at the Vice Chairman's residence as per Company policy. All
            personal long distance calls shall be billed by the Company to Vice
            Chairman.

        OTHER TERMS AND CONDITIONS:

        j)  In the event of absence or inadequacy of profits in any financial
            year during the tenure of the Vice Chairman, salary and perquisites
            subject to the limits stipulated under Schedule XIII of the
            Companies Act, 1956, is payable.

        k)  "Family" means the spouse, dependent children and dependent parents
            of Mr. P.S. Pai.

        l)  Leave with full pay and allowances shall be allowed as per the
            Company's rules.

        m)  Reimbursement of entertainment expenses actually and properly
            incurred in the course of business of the Company shall be allowed.

        n)  No sitting fees shall be paid for attending the meetings of the
            Board of Directors or Committees thereof.

This explanatory note together with the accompanying Notice, should be treated
as an abstract under Section 302 of the Companies Act, 1956.

Mr. P.S. Pai, Vice Chairman is concerned and interested in this
resolution.

The Board of Directors recommend the passing of the proposed
resolution.

ITEM NO. 10

The partial revision in terms and conditions of the remuneration payable to Mr.
Vivek Paul, Vice Chairman and Chief Executive Officer of Company's Technologies
Business during the tenure of his appointment was determined by the Board of
Directors vide Board resolution passed on April 19, 2002 as detailed below:

a)      BASE SALARY: USD 400,000 per annum as Base salary effective February 1,
        2002, which is eligible for revision from time to time.


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b)      COMMISSION & PERQUISITES: No change to the terms of payment of
        commission and provision of perquisites.

c)      OTHER BENEFITS: In addition to the base salary, perquisites and
        performance linked compensation, the Vice Chairman shall be entitled to
        following benefits up to a maximum ceiling at 18% of the Base salary.

        i.    Premium towards Life Insurance, Personal Accident Insurance &
              Medical Insurance

        ii.   Retirement benefits

        iii.  Tax saving benefit plan or any other such plan applicable to the
              employees in US.

The administration cost of such plans shall be borne by the Company.

This explanatory note together with the accompanying Notice, should be treated
as an abstract under Section 302 of the Companies Act, 1956.

Mr. Paul, Vice Chairman and Chief Executive Officer is concerned
and interested in this resolution.

The Board of Directors recommend the passing of the proposed
resolution.

ITEM NO. 11

Mr. D.A. Prasanna was appointed as Additional Director of the
Company on April 15, 2002 by the Board of Directors of the
Company. According to the provisions of Section 260 of the
Companies Act, 1956, he holds office as Director only up to the
date of the ensuing Annual General Meeting. As required by Section
257 of the Act, a notice has been received from a member signifying
his intention to propose appointment of Mr. D.A. Prasanna as
Director. The Board recommends the said appointment.

The terms and conditions of the remuneration payable to Mr. D.A.
Prasanna, Vice Chairman and Chief Executive Officer of Company's
Health Care and Life Science business during the tenure of his
appointment was determined by the Board of Directors vide circular
resolution passed on April 19, 2002 as detailed below:

i.      BASIC SALARY: Rs. 178,000 per month as basic salary and Allowances of
        Rs. 264,316 per month, effective April 19, 2002, both of which are
        eligible for revision as per Company policy.

ii.     INCENTIVE COMPENSATION: Annual incentive compensation proportionate to
        the performance of Company's Health Care and Life Science business
        should be paid, which at normal performance level shall be Rs. 4.65
        Million per annum and at maximum performance level shall not exceed Rs.
        10 Million per annum. Incentive compensation shall be payable on
        quarterly basis.


iii.    PERQUISITES: The Vice Chairman shall be entitled to all the perquisites
        listed herein below in addition to the salary and allowances mentioned
        above.

        a)  SEMI FURNISHED HOUSING: The Company shall provide rent free semi
            furnished residential accommodation as per Company policy. In case
            no accommodation is provided by the Company, the Vice Chairman shall
            be entitled to House Rent Allowances of Rs. 85,000/- pm.

        b)  MEDICAL REIMBURSEMENT: Reimbursement of medical expenses incurred,
            including premium paid on health insurance policies whether in India
            or abroad, for self and family including hospitalization, surgical
            charges, nursing charges and domiciliary charges for self and for
            family.

        c)  LEAVE TRAVEL ALLOWANCE: Not exceeding Rs. 75,000/- per annum.

        d)  CLUB FEES: In accordance with the rules of the Company as
            applicable to its senior managers for one club.

        e)  PERSONAL ACCIDENT INSURANCE: In accordance with the rules of the
            Company as applicable to its senior managers.

        f)  PROVIDENT FUND/PENSION: Contribution to Provident Fund and Pension
            Fund to the extent such contributions, either singly or put together
            are not taxable under the Income Tax Act, 1961. Contribution to
            Pension Fund will be paid only on basic salary.

        g)  GRATUITY: Gratuity payable shall be in accordance with the
            provisions of the payment of Gratuity Act.

        h)  USE OF CAR WITH DRIVER: The Company shall provide the Vice Chairman
            a fully maintained car with driver for business and personal use.

        i)  TELEPHONE FACILITY AT RESIDENCE: Telephone facility shall be
            provided at the Vice Chairman's residence as per Company policy. All
            personal long distance calls shall be billed by the Company to Vice
            Chairman.

OTHER TERMS AND CONDITIONS:

a)      In the event of absence or inadequacy of profits in any financial year
        during the tenure of the Vice Chairman, salary and perquisites subject
        to the limits stipulated under Schedule XIII of the Companies Act, 1956
        is payable.

b)      "Family" means the spouse, unmarried children up to 25 years of age and
        dependent parents of Mr. D.A. Prasanna.

c)      Leave with full pay and allowance shall be allowed as per the Company's
        rules.

d)      Reimbursement of entertainment expenses actually and properly incurred
        in the course of business of the Company shall be allowed.

e)      No sitting fees shall be paid for attending the meetings of the Board of
        Directors or Committees thereof.

This explanatory note together with the accompanying Notice, should be treated
as an abstract under Section 302 of the Companies Act, 1956.

Mr. D.A. Prasanna, Vice Chairman is concerned and interested in
this resolution.

The Board of Directors recommend the passing of the proposed
resolution.

ITEM NO. 12

The Company currently has six non-executive directors on its Board,
namely Mr. N. Vaghul, Mr. B.C. Prabhakar, Dr. Ashok Ganguly,
Dr. Jagdish N. Sheth, Prof. Eisuke Sakakibara and Mr. P.M. Sinha.
Each of these directors are currently being paid professional fees
as decided by the Board of Directors of the Company from time to
time.

Henceforth, the Company proposed to discontinue the procedure of payment of
professional fees and substitute with payment of a remuneration by way of
commission up to such amount as may be decided by the Board of Directors of the
Company from time to time.

Mr. Vaghul, Mr. Prabhakar, Dr. Ganguly, Dr. Sheth, Prof. Sakakibara and Mr.
Sinha, Non-Executive Directors of the Company are concerned and interested in
this resolution.

The Board of Directors recommend passing of the proposed resolution.

                       BY ORDER OF THE BOARD OF DIRECTORS

                                  SATISH MENON
              CORPORATE VICE PRESIDENT - LEGAL & COMPANY SECRETARY

REGISTERED OFFICE:
DODDAKANNELLI, SARJAPUR ROAD
BANGALORE 560 035
DATE: APRIL 19, 2002



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