Maruti-Suzuki deal: Mutual fund houses to approach SEBI

MARCH 4,2014

NEW DELHI,:  The stand-off between Maruti Suzuki India and its mutual fund investors seems to be worsening as these institutional shareholders are now planning to approach SEBI after the car maker failed to address their concerns.

The seven fund houses, including ICICI Prudential MF, Reliance MF and UTI MF, may again approach Maruti Suzuki India Ltd (MSIL), and also its Japanese parent firm Suzuki Motor Corporation, over the proposed Gujarat project, sources said.

Fund houses are planning to approach SEBI in a day or two with regard to their concerns over a proposed deal to transfer a Gujarat plant by MSIL to its parent firm Suzuki Motor Corp, they added.

These seven fund houses together hold 3.93 per cent stake in MSIL, while 6.93 per cent stake is held by State-run LIC, which has also sought certain clarifications from the company on the Gujarat plant matter.

Japan-based Suzuki Motor Corp last month had decided to take over the setting up of a plant in Gujarat, proposed by subsidiary MSIL.

The parent company would invest in the plant through wholly-owned unit Suzuki Motor Gujarat Pvt Ltd, which will manufacture vehicles exclusively for MSIL.

Mutual funds are opposing Suzuki’s move to make the proposed Gujarat unit its wholly-owned subsidiary as the deal would transform MSIL into a distribution company from a manufacturing one.

While SEBI is yet to hear officially from the fund houses, it is already looking into the matter on suo motu basis.

According to the new corporate governance norms, this deal can be construed as related party transaction requiring approval from public shareholders, but these new regulations are yet to come into force and would be effective from October 1.

Last month, mutual fund houses had written a letter to Maruti Suzuki India Chairman R C Bhargava highlighting investor concerns arising from the deal.

The fund houses in the letter had asked MSIL to again think over the decision as the same is clearly “neither fair nor in the interest of shareholders”.

Investors have shown concerns over turning this critical and highly profitable project into a 100 per cent subsidiary of Suzuki instead of MSIL.

They are of the view that the proposed deal is not in the interest of MSIL and its shareholders and would lead to significant erosion of value for the company.

The fund managers are also concerned over the royalty paid by Maruti to its Japanese parent. Besides, they have sought explanations on certain terms like incremental capex with respect to the deal.

(This article was published on March 4, 2014)