The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed petitions challenging ICICI Securities’ delisting process from stock exchanges, upholding the earlier approval granted by the National Company Law Tribunal (NCLT), Ahmedabad Bench.
Key Highlights of the Ruling:
- Petitioners: Quantum Mutual Fund and a public shareholder had challenged the delisting, alleging undervaluation and manipulation.
- Judgment: A two-member NCLAT bench comprising Justice Yogesh Khanna and Technical Member Ajay Das Mehrotra dismissed the petitions.
- Awaited Detailed Order: The final judgment was pronounced in open court, but the detailed order is yet to be released.
- Earlier Approval: The Ahmedabad NCLT had approved the delisting in August 2023, which was later contested by the petitioners.
ICICI Securities Delisting Plan:
- Share Swap Ratio: 67 shares of ICICI Bank for every 100 shares of ICICI Securities (ISEC).
- Shareholder Approval:
- June 2023: ICICI Securities announced its decision to delist and become a wholly-owned subsidiary of ICICI Bank.
- March 2024: The proposal was approved by shareholders, with 72% of minority shareholders voting in favor.
- ICICI Bank Board authorized the delisting on June 29, 2023.
Opposition from Minority Shareholders
Public shareholders, including Manu Rishi Gupta and Quantum Mutual Fund, opposed the delisting, citing concerns that the share swap arrangement could negatively impact minority shareholders. However, the NCLAT’s dismissal of the petitions clears the path for ICICI Securities to proceed with the delisting.
