sebi/wtm/sr/cfd–dcr/49/09/2016 before the securities and exchange

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SEBI/WTM/SR/CFD–DCR/49/09/2016

BEFORE THE SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI CORAM: S. RAMAN, WHOLE TIME MEMBER

ORDER

UNDER REGULATION 11(5) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011. IN THE MATTER OF PROPOSED ACQUISITION OF SHARES AND VOTING RIGHTS IN WIPRO LIMITED BY APEX TRUST AND MR. RISHAD AZIM PREMJI.

Background –

1.1 Wipro Limited (“Target Company”) is a Public Listed Company incorporated under the Companies

Act, 1956 (“Companies Act”). The Registered Office of the Target Company is at Doddakannelli,

Sarjapur Road, Bangalore–560035. The shares of the Target Company are listed on BSE and the

National Stock Exchange of India Limited (“NSE”).

1.2 Vide an application dated January 27, 2016 (“Application”), Apex Trust and Mr. Rishad Azim

Premji (“Proposed Acquirers”) sought exemption from the applicability of Regulation 4 of the

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 (“Takeover Regulations”) in respect of the proposed indirect acquisition and

control of the shareholding and voting rights in the Target Company. Regulation 4 of the Takeover

Regulations states –

“Acquisition of Control –

4. Irrespective of acquisition or holding of shares or voting rights in a target company, no acquirer

shall acquire, directly or indirectly, control over such target company unless the acquirer makes a

public announcement of an open offer for acquiring shares of such target company in accordance with

these regulations.”

1.3 From the aforesaid Application, the following is noted –

A. The Promoters of the Target Company are as follows –

i. Mr. Azim Hasham Premji;

ii. Mr. Yasmeen A Premji;

iii. Mr. Rishad Azim Premji;

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iv. Mr. Tariq Azim Premji;

v. Hasham Investment and Trading Company Private Limited;

vi. Azim Premji Philanthropic Initiatives Private Limited;

vii. Azim Hasham Premji as a partner representing Prazim Traders;

viii. Azim Hasham Premji as a partner representing Zash Traders;

ix. Azim Hasham Premji as a partner representing Hasham Traders, and

x. Azim Premji Trust.

B. The shareholding pattern in the Target Company is as under –

TABLE I – SHAREHOLDING IN THE TARGET COMPANY AS ON JULY 8, 2016 (SOURCE: BSE WEBSITE)

SR. NO.

SHAREHOLDERS EQUITY SHARES HELD NUMBERS % OF

SHARE CAPITAL

A. PROMOTER AND PROMOTER GROUP 1. MR. AZIM HASHAM PREMJI 93405100 3.84 2. MRS. YASMEEN A PREMJI 1062666 0.04 3. MR. RISHAD AZIM PREMJI 686666 0.03 4. MR. TARIQ AZIM PREMJI 265000 0.01 5. HASHAM INVESTMENT AND TRADING COMPANY PRIVATE LIMITED

(“HITCPL”) 562998 0.02

6. AZIM PREMJI PHILANTHROPIC INITIATIVES PRIVATE LIMITED (“APPIPL”) 10069955 0.41 7. AZIM HASHAM PREMJI (PARTNER REPRESENTING PRAZIM TRADERS)

(“Prazim Traders”) 452906791 18.63

8. AZIM HASHAM PREMJI (PARTNER REPRESENTING ZASH TRADERS) (“Zash Traders”)

451619790 18.58

9. AZIM HASHAM PREMJI (PARTNER REPRESENTING HASHAM TRADERS) (“Hasham Traders”)

370956000 15.26

10. AZIM PREMJI TRUST (“APT”) 399065641 16.42 TOTAL 1780600607 73.25

B. PUBLIC SHAREHOLDING 635591271 26.15 C. SHARES HELD BY EMPLOYEE TRUST 14535675 0.60

D. GRAND TOTAL (A + B + C)

2430727553 100.00

i. From Table I, it is observed that the Promoters (Sr. no. 1–10) collectively hold

approximately 178 Crores equity shares (73.25%) in the Target Company.

ii. The entity at Sr. no. 5 i.e. HITCPL, is wholly owned by Azim Premji Trustee Company

Private Limited, in its capacity as the Trustee of APT i.e. entity at Sr. no. 10.

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C. Partnership Firms forming part of the Promoter Group of the Target Company –

i. The entities at Sr. nos. 7–9 i.e. Prazim Partners; Zash Traders and Hasham Traders, are

Partnership Firms. The details of partners in each of the aforementioned Partnership

Firms are reproduced below [See also paragraph 1.3(D)(i)(a)] –

TABLE II – PRAZIM TRADERS

SR. NO.

PARTNERS % OF PROFIT SHARE

1. MR. AZIM HASHAM PREMJI 65 2. HITCPL 30 3. PRAZIM TRADING AND INVESTMENT COMPANY PRIVATE LIMITED (“PTICPL”),

WHOLLY-OWNED SUBSIDIARY OF HITCPL. 5

TABLE III – ZASH TRADERS

SR. NO.


1. MR. AZIM HASHAM PREMJI 65 2. HITCPL 30 3. ZASH INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (“ZITCPL”), WHOLLY-

OWNED SUBSIDIARY OF HITCPL. 5

TABLE IV – HASHAM TRADERS

SR. NO.


1. MR. AZIM HASHAM PREMJI 65 2. HITCPL 30 3. TARISH INVESTMENT AND TRADING COMPANY PRIVATE LIMITED (“TITCPL”), WHOLLY-

OWNED SUBSIDIARY OF HITCPL. 5

D. SEBI Order dated February 3, 2016, in respect of HITCPL, a partner in Prazim Partners,

Zash Traders and Hasham Traders –

i. It may be noted that –

a. Prazim Partners, Zash Traders and Hasham Traders, which collectively hold

51.71% equity shares/voting rights in the Target Company, earlier had the

following Non–Banking Financial Companies (“NBFC”) as their partners, viz. –

Vidya Investment and Trading Company Private Limited [“VITCPL”] was a

partner in Prazim Traders;

Regal Investments and Trading Company Private Limited [“RITCPL”] was a

partner in Zash Traders;

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Napean Trading and Investment Company Private Limited [“NTICPL”] was a

partner in Hasham Traders.

ii. The Reserve Bank of India (“RBI”) vide a Notification dated March 30, 2011 (“RBI

Notification”), directed as under –

“2. In view of the risks involved in NBFCs associating themselves with partnership firms, it

has been decided to prohibit NBFCs from contributing capital to any partnership firm or to

be partners in partnership firms. In cases of existing partnerships, NBFCs may seek early

retirement from the partnership firms.”

iii. In order to comply with the aforementioned RBI Notification, VITCPL, RITCPL and

NTICPL vide letter dated June 18, 2014, sought in–principle approval from the RBI for a

Scheme of Amalgamation involving proposed individual mergers of the aforesaid three

NBFCs into HITCPL (entity at Sr. no. 5 of Table I).

iv. The proposed reconstitution of Prazim Partners, Zash Traders and Hasham Traders

through substitution of HITCPL as a partner, would have triggered open offer

requirements under Regulation 3(1) read with Regulations 3(3) and 5 of the Takeover

Regulations. Accordingly, HITCPL filed an application dated August 20, 2014, under

Regulation 11(1) of the Takeover Regulations, seeking exemption from complying with

the aforesaid open offer requirements. Incidentally, in the said application, HITCPL also

submitted that it would retire as a partner subsequent to such reconstitution and

concurrently, a Trust called Apex Trust would be admitted as a partner in each of the

aforementioned Partnership Firms.

v. Vide letter dated March 10, 2015, RBI granted in–principle approval for the proposed

Scheme of Amalgamation of the three NBFCs i.e. VITCPL, RITCPL and NTICPL, into

HITCPL. Further, RBI also accorded in–principle approval for HITCPL to be a beneficiary

of the Apex Trust.

vi. Thereafter, HITCPL became a partner in the aforementioned three Partnership Firms i.e.

Prazim Partners; Zash Traders and Hasham Traders, pursuant to a Scheme of

Amalgamation sanctioned by the Hon’ble Karnataka High Court vide Order dated March

26, 2015. Vide the aforesaid Scheme, –

a. HITCPL replaced Vidya Investment and Trading Company Private Limited as a

partner in Prazim Traders [See Table II at page 3];

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b. HITCPL replaced Regal Investments and Trading Company Private Limited as a

partner in Zash Traders [See Table III at page 3];

c. HITCPL replaced Napean Trading and Investment Company Private Limited as a

partner in Hasham Traders [See Table IV at page 3];

d. HITCPL also acquired 0.03% in the Target Company from the aforementioned

NBFCs [The three NBFCs had earlier held 0.01% each in the Target Company].

vii. Concurrent with the Scheme of Amalgamation sanctioned by the Hon’ble Karnataka High

Court vide Order dated March 26, 2015, HITCPL also became an NBFC as per RBI

Regulations.

viii. Vide letter dated July 3, 2015, HITCPL informed RBI that it would seek retirement as

partner in the Partnership Firms i.e. Prazim Partners, Zash Traders and Hasham Traders.

ix. RBI, vide letter dated July 16, 2015, permitted HITCPL to operate the NBFC business

pursuant to the aforementioned reconstitution of Prazim Partners, Zash Traders and

Hasham Traders in the manner detailed at paragraph 1.3(D)(vi) above.

x. Subsequently, vide letter dated October 8, 2015, RBI also accorded approval for adding

APT (entity at Sr. no. 10 of Table I) as an additional beneficiary to the Apex Trust.

xi. Upon a consideration of the application dated August 20, 2014 alongwith the

recommendation of the Panel of Experts (“Takeover Panel”), SEBI vide an Order dated

February 3, 2016, granted exemption to HITCPL from complying with open offer

requirements under the Takeover Regulations for its indirect acquisition of shares and

voting rights in the Target Company on account of the reconstitution of Prazim Partners,

Zash Traders and Hasham Traders in the manner detailed at paragraph 1.3(D)(iii)

above.

E. Pursuant to 1.3(D)(vi)–(vii) above,

i. HITCPL was mandated to seek retirement from the aforementioned three Partnership

Firms i.e. Prazim Partners, Zash Traders and Hasham Traders, in accordance with the

RBI Notification.

ii. Towards meeting the said requirement, ZITCPL (wholly owned subsidiary of HITCPL)

will merge with HITCPL under a Scheme of Amalgamation sanctioned vide an Order

dated September 2, 2016, of the Hon’ble Karnataka High Court. Subsequent to such

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merger, ZITCPL (with 5% share of profits in Zash Traders) will cease to be a legal entity

causing its cessation as a partner in Zash Traders.

iii. TITCPL and PTICPL are also carrying non–banking financial activities and as per the RBI

Notification, the said entities are also mandated to seek retirement from Prazim Traders

and Hasham Traders, respectively. Upon the occurrence of such retirement, TITCPL and

PTICPL (with 5% share of profits in Prazim Traders and Hasham Traders, respectively)

will cease to be partners in Prazim Traders and Hasham Traders, respectively.

F. Proposed Acquirers –

i. Acquirer 1 – Apex Trust is a Private Trust created and settled by a Deed of Trust dated

January 30, 2016, entered into between Hasham Premji Private Limited (acting in the

capacity of settlor of the Trust) and Azim Premji Trust Services Company Private Limited

(acting in the capacity of Trustees of the Trust). The salient features of the Trust are

detailed below –

a. The beneficiaries of the Trust are HITCPL (entity at Sr. no. 5 of Table I) and APT

(entity at Sr. no. 10 of Table I).

b. The Trustee of Apex Trust is Azim Premji Trust Services Company Private Limited,

an entity substantially owned by Mr. Azim Hasham Premji (with only one share held

by Mrs. Yasmeen A. Premji).

c. As stated earlier, HITCPL (entity at Sr. no. 5 of Table I) is wholly owned by Azim

Premji Trustee Company Private Limited in its capacity as the Trustee of APT (entity

at Sr. no. 10 of Table I).

ii. Acquirer 2 – Mr. Rishad Azim Premji (entity at Sr. no. 3 of Table I) and also the son of

Mr. Azim Hasham Premji.

G. Acquisition by the Proposed Acquirers –

i. It is proposed to admit the following new partners in the aforementioned three

Partnership Firms, viz. Prazim Traders, Zash Traders and Hasham Traders –

a. Azim Premji Trust Services Company Private Limited (in its capacity as the Trustee

of Apex Trust), as a partner with 35% share of profits in each such Partnership

Firms.

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b. Mr. Rishad Azim Premji, as a partner with 2% share of profits in each such

Partnership Firms. The aforesaid share of profits for Mr. Rishad Azim Premji will be

carved out from the share of profits of Mr. Azim Hasham Premji. Accordingly, the

share of profits of Mr. Azim Hasham Premji will decrease to that extent.

ii. As stated earlier, vide letter dated March 10, 2015, the RBI accorded in–principle

approval for HITCPL (entity at Sr. no. 5 of Table I) to be a beneficiary of the Apex Trust.

Subsequently, vide letter dated October 8, 2015, the RBI also accorded approval for

adding APT (entity at Sr. no. 10 of Table I) as an additional beneficiary to the Apex Trust.

iii. Pursuant to the proposed reconstitution, the details of partners in each of the

aforementioned Partnership Firms are reproduced below –

TABLE V – PRAZIM TRADERS [ALSO REFER TO TABLE II AT PAGE 2]

SR. NO.


1. MR. AZIM HASHAM PREMJI 63 2. APEX TRUST 35 3. MR. RISHAD AZIM PREMJI 2

TABLE VI – ZASH TRADERS [ALSO REFER TO TABLE III AT PAGE 3]

SR. NO.



TABLE VII – HASHAM TRADERS [ALSO REFER TO TABLE IV AT PAGE 3]

SR. NO.


1. MR. AZIM HASHAM PREMJI 63 TO 65 2. APEX TRUST 35 3. MR. RISHAD AZIM PREMJI 2

iv. The holding by the Apex Trust is in substance only a mirror image of the holdings of the

individual members of the concerned family of Mr. Azim Hasham Premji and

consequently, there will be no real change of ownership of the shares or voting rights or

control in the Target Company.

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v. Vide letter dated March 10, 2016, Hasham Premji Private Limited (acting in the capacity

of Settlor of the Trust) submitted the following undertaking (“Undertaking”) –

1. “The Trust comprises of beneficiaries which are currently part of Promoter Group of

the Target Company and consequently, there is no change of ownership or control of

the shares or voting rights in the Target Company.

2. Any change in the Trustees/beneficiaries and any change in ownership or control of

shares or voting rights held by Trust shall be disclosed to the concerned Stock

Exchanges.

3. The provisions of the SEBI Act, 1992 (“SEBI Act”) and the Regulations framed

thereunder will apply on the basis that the ownership or control of shares or voting

rights vests not only directly with the Trustees but also indirectly with the beneficiaries.

4. The liabilities and obligations under the SEBI Act and the Regulations framed

thereunder will not change or get diluted on account of the reconstitution of the Firms.”

vi. As per the Application, an acquisition in terms of Regulation 4 of the Takeover

Regulations will arise pursuant to the following reconstitution in the aforementioned

three Partnership Firms –

i. Retirement of HITCPL as a partner in Prazim Traders, Zash Traders and Hasham

Traders;

ii. Admission of Azim Premji Trust Services Company Private Limited, in its capacity

as the Trustee of Apex Trust, as a partner in Prazim Traders, Zash Traders and

Hasham Traders;

iii. Admission of Mr. Rishad Azim Premji, as a partner in Prazim Traders, Zash Traders

and Hasham Traders.

Observations of the Takeover Panel on the Application made by the Proposed Acquirers –

2.1 The Application dated January 27, 2016, was forwarded to the Takeover Panel in terms of the

proviso to Regulation 11(5) of the Takeover Regulations. In in Report dated March 19, 2016, the

Takeover Panel made the following observations –

“5. In case of Wipro Limited, it has been proposed to change the partners of Partnership Firms that are

holding shares of Wipro Limited and are part of the Promoter And Promoter Group of the Target

Company. The Apex Trust and Rishad Premji, son of Azim Premji, would be admitted as new partners

of the Partnership Firms and the two existing partners would retire from the Partnership Firms. The

Apex Trust and Rishad Premji would share 35% & 2% of profit of the Partnership Firms respectively,

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after the proposed change in constitution of the Partnership Firms. The proposed transaction would,

therefore, lead to a change in constitution of the Partnership Firms. The Trustee and beneficiaries of

the Apex Trust are fully owned and controlled by Azim Premji and Yasmeen Premji, his wife and Rishad

Premji is existing shareholder of Wipro Limited and is part of Promoter And Promoter Group of Target

Company. Thus, there is no real change in ownership or control of the shares of the Target Company.

The applicant has also submitted the undertakings and made necessary changes in the Trust Deed as

suggested by the Panel in the meeting held on September 19, 2015.

The Panel, however, noted that the Trust Deed also provides for appointment of additional external

trustees under specific circumstances.

In light of the facts, the Panel recommended for grant of exemption from open offer obligations

pursuant to the proposed reconstitution subject to the condition that, as and when the circumstances

arise where external trustees are appointed under clause 17.4 of the Trust Deed, the Acquirer must at

that point of time approach SEBI/Takeover Panel under the regulations prevailing at that point of

time for exemption, if any.”

Buy–back of 4 Crores equity shares of the Target Company –

3.1 SEBI received a draft Letter Of Offer dated April 29, 2016, from the Target Company regarding a

proposed Buy-back of 4 Crores equity shares (representing 1.62% of the issued and paid-up equity

capital).

3.2 Regulation 19(1)(e) of the SEBI (Buy Back of Securities) Regulations, 1998, restrains a Promoter

from dealing in the shares or other specified securities of the company in the stock exchange or off-

market, including inter se transfer of shares among the Promoters during the period starting from

the date of passing of the resolution under Regulation 5 or Regulation 5A till the closing of the Offer.

Accordingly, vide SEBI letter dated June 1, 2016, Hasham Premji Private Limited (Settlor of Apex

Trust) was informed that the Application was kept in abeyance.

3.3 Subsequently, vide letter dated July 8, 2016, the Merchant Banker handling the Buy-back process

informed SEBI that the Buy-back closed on June 30, 2016 and a public advertisement was issued on

July 7, 2016.

3.4 Pursuant to the completion of the Buy-back process, the Application filed by the Proposed

Acquirers is taken up for consideration.

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Proceedings pursuant to completion of Buy–back of equity shares of the Target Company –

4.1 Subsequent to completion of the Buy-back process, HITCPL, vide letter dated July 26, 2016, made

the following submissions:

i. Vide letter dated July 3, 2015, HITCPL had informed the RBI that it would soon seek

retirement as a partner in the aforementioned three Partnership Firms i.e. Prazim Traders,

Zash Traders and Hasham Traders.

ii. The aforementioned three Partnership Firms would be reconstituted by admitting the

Trustee of Apex Trust (with HITCPL and APT as its two beneficiaries) as a new partner.

iii. RBI was informed that in the interim, HITCPL would continue to operate the business of

transferee companies i.e. Prazim Traders, Zash Traders and Hasham Traders (as was done

by them before Amalgamation).

iv. RBI, vide letter dated July 16, 2015, permitted HITCPL to operate the NBFC business pursuant

to the aforementioned reconstitution of Prazim Partners, Zash Traders and Hasham Traders

in the manner detailed at paragraph 1.3(D)(vi).

v. RBI was also informed that HITCPL would re-organize itself as a Core Investment Company

(“CIC”) as per RBI Regulations without hindering the retirement of HITCPL as a partner in

the aforementioned three Partnership Firms. On the aforesaid, the RBI (vide letter dated

February 3, 2016) informed HITCPL that the same would be considered after the receipt of

final approval from SEBI.

vi. HITCPL has therefore requested SEBI to grant exemption by passing an appropriate Order.

Consideration of the Application and Findings –

5.1 I have considered the Application; the recommendation of the Takeover Panel; the subsequent

correspondence from HITCPL; the SEBI Order dated February 3, 2016 (disposing of the

application dated August 20, 2014, filed by HITCPL) and other material available on record. In

this regard, I note –

5.2.1 In the Application submitted by the Proposed Acquirers, the following has been stated –

i. The Application is made in respect of the proposed indirect acquisition of voting rights in

the Target Company i.e. Wipro Limited.

ii. HITCPL is a company engaged in non-banking financial activities and is a partner in the

three Partnership Firms i.e. Prazim Traders, Zash Traders and Hasham Traders, who are

part of the Promoter and Promoter Group of the Target Company.

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iii. As per the RBI Notification dated March 30, 2011, NBFCs were prohibited from

contributing capital to any Partnership Firm or to be partners in Partnership Firms. In

cases of existing partnerships, NBFCs were required to seek early retirement from the

Partnership Firms. In view of the said Notification, HITCPL was mandated to seek

retirement as a partner in Prazim Traders, Zash Traders and Hasham Traders.

iv. Accordingly, pursuant to a proposed reconstitution of the three Partnership Firms i.e.

Prazim Traders, Zash Traders and Hasham Traders, HITCPL will retire as a partner and

concurrently a Trust called the Apex Trust and Mr. Rishad Azim Premji would be admitted

partners in each of the aforesaid Partnership Firms.

v. The reconstitution of the three Partnership Firms i.e. Prazim Traders, Zash Traders and

Hasham Traders, is proposed to be carried as follows –

a. Retirement of HITCPL as a partner in Prazim Traders, Zash Traders and Hasham

Traders;

b. Admission of Azim Premji Trust Services Company Private Limited, in its capacity as

the Trustee of Apex Trust, as a partner in Prazim Traders, Zash Traders and Hasham

Traders;

c. Admission of Mr. Rishad Azim Premji, as a partner in Prazim Traders, Zash Traders and

Hasham Traders.

vi. Pursuant to the proposed reconstitution, the details of partners in each of the

aforementioned Partnership Firms will be as under –

TABLE V – PRAZIM TRADERS [ALSO REFER TO TABLE II AT PAGE 2]

SR. NO.



TABLE VI – ZASH TRADERS [ALSO REFER TO TABLE III AT PAGE 3]

SR. NO.



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TABLE VII – HASHAM TRADERS [ALSO REFER TO TABLE IV AT PAGE 3]

SR. NO.



vii. The proposed reconstitution of Prazim Traders, Zash Traders and Hasham Traders, which

collectively hold 51.63% equity shares/voting rights in the Target Company, will attract the

provisions of Regulation 4 of the Takeover Regulations [See paragraph 1.2].

5.3.1 In its Report dated March 19, 2016, the Takeover Panel inter alia observed that the Trustee and

the beneficiaries of the Apex Trust are fully owned and controlled by Mr. Azim Hasham Premji and

his wife, Ms. Yasmeen Premji. Further, Mr. Rishad Azim Premji (son of Mr. Azim Hasham Premji) is

an existing shareholder in the Target Company under the ‘Promoter And Promoter Group’ category.

Therefore, there will be no change in control in the Target Company pursuant to the proposed

reconstitution.

5.3.2 While granting exemption for the proposed reconstitution of Prazim Traders, Zash Traders and

Hasham Traders, the Takeover Panel also observed that such exemption is subject to the condition

that, as and when the circumstances arise, where external Trustees are appointed under Clause

17.4 of the Deed of Trust dated January 30, 2016, the Proposed Acquirer must at that point of time

approach SEBI/Takeover Panel under the Regulations prevailing at that point of time for

exemption, if any.

5.3.3 Clause 17 of the Deed of Trust dated January 30, 2016, which deals with the Appointment of

Trustee, provides for the following –

i. “Clause 17.2 – The said Azim Premji Trust Services Private Limited (Trustee of Apex Trust)

shall within 14 [fourteen] days of the demise of Mr. Azim Hasham Premji, who is currently its

Director, approach the persons, being natural human beings set out in Clause 17.4 for

appointment as additional Trustees of the Trust. The said Azim Premji Trust Services Private

Limited shall, subject to the provisions of Clause 17.3 below, continue as Trustee(s) along

with such additional Trustees.

ii. Clause 17.3 – In the event of Mr. Azim Hasham Premji, his wife, Mrs. Yasmeen Premji and/or

one or more lineal descendants of Mr. Azim Hasham Premji cease to collectively hold shares

of Azim Premji Trust Services Private Limited constituting at least 75% of its voting power,

the Trustee should, within 14 days of such cessation, approach the natural persons set out in

Clause 17.4 for appointment as additional Trustees for the Trust. Azim Premji Trust Services

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Private Limited shall cease to be a Trustee upon the appointment of additional Trustees in

accordance with Clause 17.4.

iii. Clause 17.4 – The persons that shall be approached by Azim Premji Trust Services Private

Limited for being appointed as additional Trustees pursuant to Clause 17.2 and 17.3 above,

shall be:

a. Mr. Dileep K. Ranjekar …

b. Mr. Anurag Behar …

c. Mr. Laxminarayana …

d. Mr. Srinivasan Pagalthivarthi …”

5.3.4 The Trustee and the beneficiaries of Apex Trust are related and are under the control of Mr. Azim

Premji and his wife, Mrs. Yasmeen Premji. Therefore, if any external individual(s) become the

Trustee(s) of Apex Trust pursuant to appointment in accordance with Clause 17.4 of the Deed of

Trust, it will be necessary for such individual(s) to approach SEBI under the relevant Regulations

that govern takeovers at that point in time for seeking any relaxation/exemption from Open

Offer requirements.

6.1 From the preceding paragraphs, it is noted that –

i. The proposed reconstitution of Prazim Traders, Zash Traders and Hasham Traders, through

the retirement of HITCPL and admission of Apex Trust and Mr. Rishad Azim Premji, is stated

to be made for the purposes of complying with the requirement mandated by the RBI

Notification dated March 30, 2011.

ii. The proposed reconstitution is only an internal reorganization of the Promoter and

Promoter Group and in respect of entities, which are directly or indirectly wholly

controlled by Mr. Azim Hasham Premji and his family.

iii. There will be no change in control of the Target Company pursuant to the proposed

reconstitution.

iv. There will also be no change in the public shareholding of the Target Company.

v. The Target Company shall continue to be in compliance with the minimum public

shareholding requirements under the Securities Contracts Regulation Rules, 1957

(“SCRR”) and the Listing Agreement.

vi. In its Report dated March 19, 2016, the Takeover Panel has also recommended that

exemption be granted to the Proposed Acquirer for the proposed reconstitution of Prazim

Traders, Zash Traders and Hasham Traders, subject to the condition that where external

Trustees are appointed under Clause 17.4 of the Deed of Trust dated January 30, 2016, the

Proposed Acquirer must at that point of time approach SEBI/Takeover Panel under the

Regulations prevailing at that point of time for exemption, if any.

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6.2 Considering the aforementioned, I am of the view that exemption as sought for in the Application

(read with further correspondences/submissions/clarifications) be granted to the Proposed

Acquirers, subject to certain conditions as ordered herein below.

Order –

7.1 I, in exercise of the powers conferred upon me under Section 19 of the Securities and Exchange

Board of India Act, 1992 (“SEBI Act”) read with Regulation 11(5) of the Takeover Regulations,

hereby grant exemption to the Proposed Acquirers, viz. Apex Trust (represented by its

Trustee, Azim Premji Trust Services Private Limited) and Mr. Rishad Azim Premji, from

complying with the requirements of Regulation 4 of the Takeover Regulations with respect to

its proposed indirect acquisition/exercise of voting rights in respect of the Target Company, viz.

Wipro Limited, by way of proposed transactions as mentioned in the Application.

7.2 The exemption so granted is subject to the following conditions:

i. The proposed acquisition shall be in accordance with the relevant provisions of the

Companies Act, 2013 and other applicable laws.

ii. The Undertaking given by Hasham Premji Private Limited (Settlor of the Apex Trust) vide

letter dated March 10, 2016, shall be incorporated in the Deed of Trust within a period

of 30 days from the date of this Order and the Proposed Acquirer shall furnish an

authenticated copy of the same to SEBI.

iii. The proposed acquisition shall be completed within a period of 30 days after revision of

the Trust Deed. On completion of the transaction, the Acquirer shall file a report with

SEBI in the manner provided in the Takeovers Regulations, within a period of 21 days

from the date of such acquisition.

iv. The statements/ averments made or facts and figures mentioned in the Application and

in the subsequent correspondence by the proposed acquirer are true and correct.

v. The provisions of the SEBI Act and the Regulations framed thereunder will apply on the

basis that the ownership or control of shares or voting rights vests not only directly with

the Trustees but also indirectly with the beneficiaries of the Acquirer.

vi. There shall be no limitation of liability of the Trustees/beneficiaries in relation to the

provisions of the SEBI Act and all Regulations framed thereunder.

vii. The Proposed Acquirers shall honour their undertaking and shall also ensure compliance

with the statements, disclosures and undertakings made in the Application and in their

subsequent correspondence.

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viii. As and when circumstances arise, where external Trustees have a role in the decision

making, the Trustees of the Proposed Acquirer/Trust should at that point in time

approach SEBI under the Regulations prevailing at that point in time for exemption, if

any.

ix. The Proposed Acquirer/Trust shall also ensure that the covenants in the Trust Deed are

not contrary to the above conditions and undertaking provided by the transferors. In

such case, the Trust Deed shall be suitably modified and expeditiously reported to SEBI.

7.3 The exemption granted above is limited to the requirements of making open offer under the

Takeover Regulations and shall not be construed as exemption from the disclosure

requirements under Chapter V of the Takeover Regulations; compliance with the SEBI

(Prohibition of Insider Trading) Regulations, 2015; Listing Agreement/SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 or any other applicable Acts, Rules and

Regulations.

7.4 The Application dated January 27, 2016 (read with further correspondence/submissions/

clarifications) filed by Apex Trust (represented by its Trustee, Azim Premji Trust Services

Private Limited) and Mr. Rishad Azim Premji, is accordingly disposed of.

Place: Mumbai S. RAMAN Date: September 30, 2016 WHOLE TIME MEMBER

SECURITIES AND EXCHANGE BOARD OF INDIA

sebi/wtm/sr/cfd–dcr/49/09/2016 before the securities and exchange

Documents