The National Company Law Appellate Tribunal (NCLAT) has upheld the delisting of ICICI Securities from stock exchanges, dismissing appeals against it.
In August last year, the NCLT Mumbai Bench had approved the scheme of arrangement between ICICI Bank and ICICI Securities, allowing the latter to be delisted and become a wholly-owned subsidiary of the bank.
Challenges to this decision were raised by two shareholders, Quantum Mutual Fund and Manu Rishi Gupta, who argued that the share swap ratio was unfair to minority shareholders. They filed a petition against the NCLT approval in NCLAT.
On Monday, a quorum of Judicial Member Justice (retired) Yogesh Khanna and Technical Member Ajay Das Mehrotra upheld the NCLT order.
Background: 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. Nearly 72 per cent of shareholders supported this plan in March 2024.
ICICI Securities, listed in March 2018, proposed this scheme to enhance operational synergies and provide stability to public shareholders due to the cyclical nature of the securities business and regulatory restrictions on ICICI Bank’s direct involvement in securities broking.
Earlier, NCLT had dismissed objections to the scheme, noting that it was approved by a significant majority of shareholders and complied with legal and regulatory requirements. The objectors failed to meet the minimum 10 per cent shareholding threshold required to challenge the scheme under Section 230 (4) of the Companies Act, 2013.
