Supreme Court upholds delisting of ICICI Securities

The Supreme Court on Wednesday upheld the delisting of ICICI Securities from the stock exchanges, rejecting a plea by an individual investor who challenged the share valuation process as being unfair.

The investor, Manu Rishi Gupta, had questioned the delisting on the ground that a reverse book building mechanism might have resulted in a better price for shareholders.

ICICI Securities was delisted in March last year, and it became a wholly-owned subsidiary of ICICI Bank.

Gupta’s counsel contended in the apex court that the delisting of ICICI Securities was done in an opaque and rushed manner and termed it “shocking”.

The counsel for ICICI Securities informed the Supreme Court that Gupta continued to indulge in buying and selling of shares of ICICI Securities, including as recently as August 2024 which undermined his claims of unfair treatment.

Nearly 72 per cent of shareholder votes were cast in favour of the scheme of arrangement for the merger of ICICI Securities with its promoter ICICI Bank, the private sector lender had stated in a regulatory filing with the stock exchanges.

The voting was conducted after a National Company Law Tribunal (NCLT) directive in February 2024, which mandated a shareholder meeting to approve the plan. The meeting was attended by 161 equity shareholders including authorised representatives.

Earlier, in March this year, the National Compay Law Apellate Tribunal (NCLAT) had upheld the delisting of ICICI Securities Ltd from the stock exchanges, dismissing the pleas filed by shareholders Quantum Mutual Fund and individual investor Manu Rishi Gupta against the move.

Quantum Mutual Fund had approached NCLAT in September to oppose ICICI Securities’ delisting, citing concerns over its impact on minority shareholders. Earlier, the Ahmedabad bench of the National Company Law Tribunal (NCLT) had approved the delisting, dismissing the fund’s objections.

ICICI Securities in June 2023 announced its plan to delist and merge with its parent company, ICICI Bank Ltd. Shareholders approved the plan in March 2024. As part of the delisting, Under the proposed share-swap arrangement, shareholders were to receive 67 shares of ICICI Bank for every 100 shares of ICICI Securities