Premji and his wife, through advocate Mahesh Agrawal, said the three companies, which were formed in 1974 and whose shareholdings were interlinked in 1980 that any of the two owned the third one, were merged with Hasham in 2015 after the RBI gave in-principle approval followed by the Karnataka High Court’s green signal to the merger scheme.
They suspected that the cause behind the complaint was a partnership gone awry with Subhiksha’s R Subramanian. A Premji group firm had to file criminal complaints against a Subramanian-owned company for bouncing of cheques worth crores of rupees in 2013, which is still pending. Agrawal claimed the criminal complaints filed by NGO ‘India Awake Transparency’ was masterminded by Subramanian nearly three years after the merger took place, full information of which was given to SEBI, stock exchanges and the ministry of company affairs in 2015.
What surprised the Premjis was the trial court’s decision to summon them without even conducting a preliminary inquiry into the veracity of the NGO’s complaints and the Karnataka HC refusing to entertain their plea against facing trial in a “motivated case” aimed at disrupting the Wipro-led software industry and Azim Premji Trust’s philanthropic activities.
The petitioners told the SC that on the same lines of the criminal complaints before the Bengaluru trial court, petitions were filed before the Delhi High Court and NCLAT four times between February 2018 and September 2019. Each of them were dismissed by the HC and the appellate tribunal while cumulatively imposing Rs 4 lakh in costs on those who had filed the petitions against merger of the companies. The husband-wife duo firmly believe that those four petitions too were filed with Subramanian’s collusion.
On the philanthropy front, the Premjis told the SC that since 2010, when the trust was formed, they had donated more than Rs 1,50,000 crore for various charitable work. “In times of the Covid-19 pandemic, there is an overall commitment of Rs 1,125 crore towards the cause. The Premjis have been carrying out various relief activities across the country, supplementing and aiding the government in Covid-related relief work. The mischievous challenge by the NGO to the amalgamation is disrupting not only the Premjis but also the ability of their group to contribute to society through charity,” the petition said.
The Premjis have challenged the Karnataka HC’s May 15 decision refusing to quash the criminal complaints filed by the NGO before a Bengaluru court. “The scheme of amalgamation sanctioned by the Karnataka HC was deliberately suppressed by the NGO before the trial court and the HC, as the scheme gave complete details of purpose, financial structure, shareholding of the transferor and transferee companies, the accounting treatment and the terms on which the amalgamation of companies occurred, which if brought to the notice of the courts below, would have shown that not even a prima facie case was made out under the complaints,” they said.
“After almost three years, the NGO filed malafide criminal complaints on December 7, 2017, alleging that the three companies (Vidya, Regal and Napean) that were amalgamated with Hasham Investment did not belong to the Azim Premji group. The mischievous claim of the NGO was that the companies belonged to ‘nobody’ and therefore belonged to the government and could not have been merged with Hasham Investment, an Azim Premji group company. By suppressing the amalgamation scheme while filing the complaint, the NGO sought to interpret the objectives of the scheme as being criminal in nature. The complainant misled the court to take cognisance,” the petitioners said.
“The NGO is being used by R Subramanian as a corporate facade to file frivolous litigations against Premji and his affiliates. Subramanian is a promoter of a company named Subhiksha. He falsely induced Zash Investment and Trading Company, another Azim Premji group company, to make an investment of Rs 230 crore to acquire 10% stake in his company, Subhiksha. Hasham Investment had also been fraudulently induced to extend loans to Subhiksha and the latter had issued cheques as security for the same. Subramanian subsequently defaulted on repayment of the loan, and dishonoured cheques to the tune of Rs 31.32 crore, due to which Hasham Investment was constrained to file a case against him under Section 138 of the Negotiable Instruments Act, which is still pending and at the stage of recording of evidence of witnesses,” the petitioners said.