NCLT Approves ICICI Securities Delisting

The National Company Law Tribunal (NCLT), Mumbai, has approved the delisting of ICICI Securities from bourses.

The division bench of Justice Virendra Singh G. Bisht and a technical member Prabhat Kumar, while approving the scheme in an oral order, also dismissed objections filed by Quantum Mutual Fund and a minority shareholder, Manu Rishi Gupta. The details of the order are likely to be uploaded soon.

In June 2023, ICICI Securities announced a plan to delist its shares from the stock exchanges and eventually become a wholly-owned subsidiary of its parent, ICICI Bank. The scheme offers 67 shares of ICICI Bank to shareholders of ICICI Securities for every 100 shares they held.

However, a minority shareholder Manu Rishi Gupta, who holds 0.002 per cent of ICICI Securities, and Quantum Mutual Fund with a 0.08 per cent stake, opposed the delisting separately, claiming that the swap ratio was unfavourable to minority shareholders. However, NCLT dismissed their objections and upheld the scheme which was previously approved by 93.8 per cent shareholders of ICICI Securities.

While challenging the objections ICICI Securities argued that the two applications filed against the company’s proposed delisting were in complete derogation of the principle of shareholder democracy. It also argued that the applicants have no locus standi whatsoever as the proviso to Section 230(4) of the Companies Act demands that any objection to a scheme of arrangement under Section 230 of the Act shall be made only by persons either holding at least 10 per cent of equity or 5 per cent of debt.

Post delisting, market experts say, shareholders of ICICI Securities will gain by getting shares of ICICI Bank which provides enhanced liquidity and better price discovery, compared to the inherently volatile of broking business.