The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed appeals challenging the National Company Law Tribunal’s order that had allowed ICICI Securities to proceed with its proposal to delist from the stock exchanges. This ruling paves the way for delisting of ICICI Securities, and the company will now announce the record date to identify eligible shareholders.
A Delhi-based two-member NCLAT bench, comprising justice Yogesh Khanna and technical member Ajay Das Mehrotra, dismissed petitions filed by Quantum Mutual Fund and a public shareholder. “The contentions raised do not inspire us to set aside a reasoned order. Hence, all appeals are dismissed. Pending applications are also disposed of,” noted the order.
Quantum Mutual Fund and the public shareholder challenged an order passed by the Ahmedabad bench of the National Company Law Tribunal (NCLT) which had approved the delisting in August last year.
“The appellants who hold merely 0.08% shareholding are depriving majority shareholders of the benefits of the scheme by filing frivolous objections and derailing their implementation. This militates the very principle of shareholder democracy,” noted the order.
The NCLT order was challenged by both the petitioners, alleging undervaluation of shares and manipulation, before the appellate tribunal.
According to the scheme of arrangement, shareholders of ICICI Securities will get 67 shares of ICICI Bank for every 100 shares they hold. ICICI Securities in June 2023 declared that it would delist and continue as a wholly owned subsidiary of ICICI Bank.
In March 2024, the plan was accepted by shareholders, with 72% of minority shareholders voting in favour of it. The plan was authorised by the board of ICICI Bank on June 29, 2023.
However, public shareholders Manu Rishi Gupta and Quantum MF had opposed the delisting, claiming that the swap would negatively impact minority shareholders.