Maruti hires investment bankers — Kotak Mahindra & Axis Capital 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 per cent stake can block the resolution.

Suzuki Motor owns a 56.21 per cent 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 per cent of minority shareholders should be able to override 74 per cent 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 per cent stake in Maruti Suzuki. Domestic mutual funds, which together own a 6.16 per cent stake in Maruti Suzuki, have already opposed the plan.