NCLAT Dismisses Appeals against ICICI Securities Delisting
Moneylife Digital Team 10 March 2025
The national company law appellate tribunal (NCLAT) on Monday dismissed a batch of appeals challenging the order of national company law tribunal (NCLT) allowing ICICI Securities to proceed with its proposal to delist from Indian bourses.
 
A coram of judicial member justice (retired) Yogesh Khanna and technical member Ajay Das Mehrotra passed the order, a detailed copy of which is awaited.
 
In August last year, NCLT's Mumbai Bench sanctioned the scheme of arrangement between ICICI Bank Limited and ICICI Securities Limited, paving the way for the delisting of the latter and its transformation into a wholly-owned subsidiary of the former.
 
The scheme involves the delisting of ICICI Securities from the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE), with public shareholders of ICICI Securities receiving shares of ICICI Bank in exchange for their holdings.
 
ICICI Securities was listed in March 2018. However, due to the cyclical nature of the securities business and regulatory restrictions preventing ICICI Bank from directly engaging in securities broking, the companies proposed this scheme to enhance operational synergies and provide greater stability to public shareholders.
 
The scheme faced objections from two entities: Quantum Mutual Fund and Manu Rishi Guptha, a public shareholder. Their primary concerns included:
Undervaluation of shares: The objectors argued that the swap ratio undervalued ICICI Securities’ shares and that a reverse book-building process would have yielded a better price.
 
Lack of disclosure: They contended that the exemption granted by the Securities and Exchange Board of India (SEBI) and the valuation details were not adequately disclosed to shareholders.
 
Alleged manipulation: The objectors alleged that ICICI Bank and ICICI Securities engaged in an outreach program to influence shareholders to vote in favour of the scheme.
 
NCLT dismissed the objections, stating that the scheme was approved by a significant majority of shareholders and complied with all legal and regulatory requirements. The tribunal noted that the objectors did not 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.
 
This prompted them to file an appeal before NCLAT.
 
Comments
Cals Refineries' Checkered Past Resurfaces as Court Orders Probe into SEBI, BSE Officials
Moneylife Digital Team 07 March 2025
Cals Refineries Ltd, a penny stock, is again in the limelight with a special court under the Prevention of Money Laundering Act (PMLA) directing the Mumbai anti-corruption bureau (ACB) to register a first information report (FIR)...
Wealth Creators 2014-2024 - Part 9: Wealth-creating Mutual Fund SIPs
Sandesh Sagvekar  and  Pratibha Kamath 07 March 2025
This is the final part of our annual Wealth Creator series where we discuss stocks and mutual fund (MF) schemes that have created the maximum wealth for investors in the past decade. This year, in the first seven parts of this series,...
Market This Week
Moneylife Digital Team 07 March 2025
Indian benchmark indices closed relatively flat on Friday, ending their two-day winning streak. The BSE Sensex edged down 7.51 points (0.01%) to 74,332.58, while the Nifty 50 inched up 7.80 points (0.03%) to 22,552.50. Market...
Weekly Moneylife Indices & Sector Trends
Moneylife Digital Team 07 March 2025
INDIAN MARKET TRENDS
From 28th February to 6 March 2025, ML Large-cap Index and ML Mid-cap Index rose 5% each. ML Small-cap Index rose 4%. ML Mega-cap Index and ML Micro-cap Index rose 3% each. The NIFTY and the Sensex rose 2%...
Array
Free Helpline
Legal Credit
Feedback