The National Company Law Appellate Tribunal (NCLAT) has rejected appeals against the delisting of ICICI Securities from stock exchanges, upholding the order passed by the NCLT Mumbai Bench last August. The NCLT had approved the scheme of arrangement between ICICI Bank and ICICI Securities, allowing the latter to become a wholly-owned subsidiary of the bank.
The appeals were filed by two shareholders, Quantum Mutual Fund and Manu Rishi Gupta, who argued that the share swap ratio was unfair to minority shareholders. However, the NCLAT quorum, comprising Judicial Member Justice (retired) Yogesh Khanna and Technical Member Ajay Das Mehrotra, upheld the NCLT’s decision.
In June 2023, ICICI Securities announced its delisting and merger with ICICI Bank, with shareholders set to receive 67 shares of ICICI Bank for every 100 shares of ICICI Securities. The scheme was supported by nearly 72% of shareholders in March 2024.
ICICI Securities, which was listed in March 2018, proposed the scheme to enhance operational synergies and provide greater stability to public shareholders, given the cyclical nature of the securities business and regulatory restrictions on ICICI Bank’s direct engagement in securities broking.
Previously, the NCLT had dismissed objections to the scheme, stating that it was approved by a significant majority of shareholders and complied with all legal and regulatory requirements. The objectors were found not to meet the threshold of holding at least 10% of the shareholding required to challenge the scheme under Section 230 (4) of the Companies Act, 2013.
