The Ambuja-Holcim deal, whose fate will be decided solely by public shareholders, hinges upon the voting pattern of institutional shareholders who account for nearly 40% of the public holding in Ambuja Cements. While Tuesday is the last day for submitting votes, the results of the postal ballot will be declared on Thursday.

Within the public shareholding category, foreign institutional investors (FIIs) will play a key role as they hold 30% stake in the Gujarat-based company. Even if 27% of FII shareholders in Ambuja vote for the proposal, the deal could go through as the votes would account for more than half of the total public holding. Apart from this, the vote of Life Insurance Corporation (LIC), which holds 6.11% stake, would be crucial. The total shares held by insurance companies amount to 8.95%. Mutual funds and banks hold 0.58% and 0.03%, respectively.

According to stock exchange data, the total public shareholding in Ambuja Cements, as on September 30, was 47.82% with non-institutional holding at 8.16%. Individual shareholders hold 6.67% of shares with voting rights. ?Individual shareholders with 200-300 shares each will have a limited impact as most will stay away from voting,? said Sriram Subramanian, managing director, InGovern.

Experts, however, expect a high turnout from the public shareholders. ?We expect 90% of public shareholders to cast their vote before the deadline,? added Subramanian. The total promoter holding in Ambuja as on September 30 stands at 50.51%.

While earlier, promoters were also allowed to vote on mergers and acquisitions, as per a Sebi circular dated May 21, only public shareholders can vote on any restructuring. ?Such schemes shall also provide that the scheme shall be acted upon only if the votes cast by the public shareholders in favor of the proposal are more than the number of votes cast by the public shareholders against it,? it stated.

Interestingly, experts feel that holding the postal ballot over a period could lead to manipulation. ?The company can keep tap on the voting patterns and influence voters if the trend is unfavourable,? added Subramanian.

Ambuja in a notice dated October 15 informed shareholders about the postal ballot and stated that only those shareholders whose names appear on the register of members on October 9 would be eligible to vote.

Local proxy advisories have criticised the restructuring on its possible impact on Ambuja shareholders with the latter parting with R3,500 crore of cash on its books.

?We believe that given its track record as a controlling shareholder of Ambuja, Holcim does not deserve this special payment from Ambuja as the company?s performance along with that of ACC has weakened under Holcim management compared with that under the previous management,? said Institutional Investor Advisory Services (IIAS) in a recent note.

After the postal ballot is over, shareholders of Ambuja Cements would vote on dilution of the share capital of the company on Saturday. There will also be a meeting with equity shareholders convened by Gujarat High Court to approve the restructuring. Last week, the restructuring got the nod from the Foreign Investment Promotion Board (FIPB) and the Delhi high court.