Family to hold voting rights on Wipro shares

Unlike Tata Trusts where the trusts directly hold shares in Tata Sons, the Azim Premji family will continue to hold voting rights on 34 per cent of shares, while the economic benefits of these shares will be transferred to the Azim Premji Foundation. The voting rights with the promoter will ensure the interests of the promoter family as well as minority shareholders are protected in future, said corporate governance advocates and corporate lawyers.

When contacted, Azim Premji Foundation spokesperson said: “Premji has earmarked all economic benefits in an additional 34 per cent of the shares in Wipro towards philanthropic activities. The voting rights continue to remain with Premji.”

The Foundation announced on Wednesday that Premji has additionally earmarked all economic benefits for philanthropic purposes, in approximately 34 per cent of the shares in Wipro worth ~52,750 crore held by promoter entities. With this, the total value of the philanthropic endowment corpus contributed by Premji is at a staggering ~1.45 trillion, which includes 67 per cent of economic ownership of Wipro.

The family owns 74.3 per cent stake in Wipro, which has a total market value of ~1.55 trillion as on Thursday closing.

“Unlike Tata Trusts, where the trusts directly own 67 per cent stake in Tata Sons, the holding company of the Tata group, in this case, the promoters have the voting rights of the company. This is the right thing to do as it would keep the voting rights within the family and keep corporate raiders away,” said R S Loona, managing partner, Alliance Law.

The Tata Trusts have been granted income-tax exemption from the government and receive about ~231 crore per annum of dividend income from Tata Sons. Tata Sons, in turn, earned ~7,500 crore of dividend income in 2017-18 (FY18) from its subsidiaries in the Tata group.

In FY18, Azim Premji Foundation received dividend income of ~149 crore for its 33 per cent economic interest in Wipro.

Lawyers said another big difference is that the Tata Trusts are public trusts. The Azim Premji Foundation was reregistered as the Azim Premji Foundation in 2001 under Section 25 of the Indian Companies Act, 1956. Earlier, the Foundation was registered as a private limited company, according to the Foundation’s website.

“The minority shareholders of Wipro have nothing to worry about. The Foundation is just receiving the dividend and other economic benefits. The promoters will continue to retain the voting rights,” said Shriram Subramanian, founder and managing director, InGovern Research Services, a proxy advisory firm.

Ratan Tata was the last person in the Tata group to be chairman of both Tata Sons and Tata Trusts. After his retirement, he separated the two posts with him, continuing as the Trusts chairman.

Azim Premji is the chairman of both Wipro as well as of the Foundation, which will ensure the governance structure in both the entities remains high and the family has the final say.

Till his retirement at the age of 75 from Tata Sons, Ratan Tata, too, was chairman of both Tata Sons and Tata Trusts. He continues to remain chairman of Tata Trusts.