Minority shareholders of Azim Premji’s Wipro Enterprises have shot off a letter to the company’s board of directors as well as Ministry of Corporate Affairs, SEBI, and IRDAI, objecting to the capital reduction process proposed by the company.
Wipro Enterprises, which is holding its AGM on Thursday , has offered to buy 1.55 per cent or 75.19 lakh shares held by 150 shareholders of the privately held company at ₹1,654 apiece. The promoter group holds 98.45 per cent in the company.
Similar instance
A similar attempt made by the company eight years back had ran into opposition by individual shareholders who numbered about 8,000 then. A group of 23 individual shareholders have alleged that the stated value of the shares appear to be inaccurately assessed, significantly deviating from the company’s intrinsic value and have sought an adjournment of the AGM by at least two weeks. They alleged that the company was withholding information with regard to the valuation and other relevant documents.
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In an email dated August 6, for instance, the company secretary declined to provide a copy of the valuation report, citing “sensitive information about the business and financials of the company”. The company had not provided documents such as Fairness Opinion by Axis Capital, agenda and minutes of the board meeting held on June 19 and the updated list for the company’s creditors. “The stance adopted by the company secretary is inherently contradictory to the Companies Act 2013, and the accompanying regulations. The provisions mandate disclosure and access to relevant documents,” the shareholders said in the letter dated August 9.
The shareholders further alleged that the AGM notice has failed to disclose material facts, which makes it perverse in law.
The company’s board of directors has approved the capital reduction for reasons such as expansion into the financial services industry, absence of a share listing proposal, and providing liquidity to shareholders.