New Delhi, May 5: In a possible succession planning exercise, pharma giant Cipla's promoter family has proposed to vote together as a single unit under the overall direction of patriarch Yusuf Hamied in his lifetime, and under his brother Mustafa Hamied thereafter.
After the demise of both the brothers, or both of them being incapacitated, the family would continue to act as a single unit under the "overall direction and supervision" of a family member owning the highest number of shares.
The "family agreement" made public today by market regulator Sebi, also provides that Kamil Hamied, son of Mustafa Hamied, would be deemed as a representative of the existing main promoter Yusuf Hamied in the current scenario if neither of the two brothers is able to attend a shareholder meeting for any reason.
There have been speculation in the past that Y.K. Hamied, who had quit as managing director in March 2013, is grooming his nephew Kamil as the next leader at the home-grown pharmaceutical giant. Currently, Y.K. Hamied and M.K. Hamied are non-executive directors and the day-to-day operations of the company are run by a professional management team.
The "agreement" has been made public by Sebi in relation to an "interpretative letter" requested by Y.K. Hamied about whether the "voluntary and consensual family understanding" involving the arrangement of voting rights would trigger an open offer for the minority shareholders of the company.
There were no replies to specific queries made to Cipla and Hamied himself, including on whether the "agreement" has already been signed and if it was part of succession planning.
Sebi has opined that the proposed arrangement would qualify for exemptions from open offer. Hamied further told Sebi that historically no proxies were executed among individual family members, except that Sophie Ahmed (his sister) would execute a proxy in his favour. "Sophie Ahmed has reserved her right to be party to the agreement and should she chose to act according to the agreement she would be made a party or deemed to be party to the agreement," he wrote in his request letter to Sebi.
He further said that the agreement was proposed as part of a "voluntary and consensual family understanding, and with the intent of putting into writing the broad understanding in respect of the manner in which the group will exercise votes in respect of the company".
The agreement also provides for a "preemptive right in case the shareholders choose to transfer their shares", he added.
Y.K. Hamied, 78, took over the reins of the company after the death of his father Khwaja Abdul Hamied in 1972.