Maruti Hires Investment Bankers To Help It Win Investors Nod For Suzuki Plan

NEW DELHI: Maruti Suzuki India Ltd (MSIL) has appointed two local investment bankers — Kotak Mahindra Capital and Axis Capital — as the company seeks to persuade minority investors to back a controversial plan that calls for the carmaker's proposed Gujarat factory to be set up by parent Suzuki Motor Corp.

Maruti Suzuki's manufacturing will be contracted to the plant in a practice that some experts say is unusual for the industry. The move has been opposed by some shareholders who believe it will undermine the Indian unit and divert income to the parent.

Maruti Suzuki is seeking minority shareholder approval under Section 188 of the Companies Act for the special resolution related to the plan. It needs the support of at least three-fourths of its public shareholders to get the proposal passed, which in effect means a bloc with an 11% stake can block the resolution.

Suzuki Motor owns a 56.21% stake in MSIL, with the rest being held by the public. The investment bankers won't have any role in trying to sway investors, a Maruti Suzuki spokesperson said by email. They "have not been appointed to convince the institutional investors — domestic or foreign — to vote in favour of the Gujarat project structure," he said. That's being done by a Maruti Suzuki team led by chairman RC Bhargava and managing director and CEO Kenichi Ayukawa, he said.

"The investment bankers are required to identify the investors in various parts of the world, arrange the meetings with them and the necessary logistical support. They are also involved in discussions with MSIL in finalizing the presentations and strategy for the discussions," he said.

The margin of victory needed to get the plan approved came in for some questioning. "The new law requires that the proposal be passed by a special resolution. It is not clear why 26% of minority shareholders should be able to override 74% of minority shareholders in a vote where the promoter is not voting," the spokesperson said.

After strong concerns were raised by domestic institutional investors over the issue, all eyes are now on Life Insurance Corp. (LIC) of India that owns a 6.63% stake in Maruti Suzuki. Domestic mutual funds, which together own a 6.16% stake in Maruti Suzuki, have already opposed the plan.

In case LIC joins hands with them, the combined holding of those against the move would cross 12%, enough to block the resolution. "Given the stance taken by LIC in the case of Cairn India depositing $1.25 billion (Rs 7,500 crore) with its parent Sesa Sterlite, there is all likelihood that the largest Indian institutional investor is likely to oppose the proposal," said the head of one of the mutual funds.

Maruti Suzuki pointed out that the objections by the domestic funds predate changes to the plan. "The letter was written before the March modifications to the original structure," the spokesperson said. "After the March modifications, no one has written to us conveying any concerns about the proposal."

A senior LIC official, who didn't want to be named, said, "LIC has always worked to protect the interests of investors and this case will not be any different." Some believe the state-owned insurer may not oppose the plan. "The feedback we have received that it would support the proposed structure," said another mutual fund head.

Incidentally, Suzuki Motor chairman Osamu Suzuki met Prime Minister Narendra Modi last week. Mutual fund representatives said the appointment of investment bankers is also aimed at gauging the pulse of investors. In case they're not able to convince more than three-fourths of public shareholders, Maruti Suzuki may revisit its plan to seek shareholder approval.

The next annual general meeting is set for September 4, but the proposal is not on the agenda. "We would not be ready for the vote on this matter by September 4, as we would not have completed our meetings with all investors in India and abroad," said the spokesperson.

The resolution will be taken up at a later time. "The company plans to have a separate shareholders' meeting sometime later this year, which will be contingent upon the ongoing exercise to bring large investors on its side," said a fund manager.

If the Maruti Suzuki plan goes ahead, it could set a precedent. Many promoters of listed companies would prefer to follow the same route that will result in destroying shareholder value, said a senior executive at an insurance company.

"This opens up the door to every single promoter converting their listed company into a marketing arm. Will they now set up manufacturing outfits as 100% owned entities that sell through the listed company?" said Amit Tandon, CEO of Institutional Investor Advisory Services. "On what basis will companies be valued? And where does this end?"

In March, a group of 19 leading domestic institutional investors that includes HDFC Mutual Fund, Birla Sun Life, ICICI Prudential, Reliance Mutual Fund, UTI SBI Mutual Fund and Axis Bank Mutual Fund among others wrote to Maruti Suzuki raising serious concern over the transaction.

"As a policy, we don't comment on market rumours or speculations, hence we would not like to comment on this," said an Axis Bank official. Kotak did not reply to ET's queries. Under the proposed transaction, Suzuki Motor plans to set up the Gujarat project as part of its whollyowned subsidiary, Suzuki Motor Gujarat Pvt (SMG), which in turn will enter into an exclusive long-term contract manufacturing agreement with Maruti Suzuki.

The contract manufacturing agreement would initially be for 15 years and will be automatically extended for a further 15 unless the parties mutually agree to terminate it.

Maruti Suzuki said this would allow it to save on the investment required for setting up the plant to the extent of the equity investment made by Suzuki Motor in SMG. However, the fund managers said Maruti Suzuki is a debt-free company with cash and investments worth Rs 8,000 crore, which earns less than 10% annually, compared with the 20% return on equity.

"Why should idle money not be invested in equity with clear visibility of business," said a fund manager. Maruti Suzuki is confident of gaining the support of stakeholders. "We believe that the financial benefits to minority shareholders are so obvious and large, that the vote would support the proposed structure," the spokesperson said.