It’s not over till it’s over: Minority shareholders mull further action against NCLAT order favour ICICI Securities delisting

ICICI Securities delisting plan was accepted by shareholders in March 2024, with 72 percent of minority shareholders voting in favour.

The litigations related to the delisting of ICICI Securities may continue even as the National Company Law Appellate Tribunal (NCLAT) upheld the approval by National Company Law Tribunal (NCLT) for delisting of ICICI Securities.

Manu Rishi Guptha, who is one of the minority shareholders who had filed the case said that his lawyers are currently looking into the order. “It's not over till its over” Gupta said in a tweet on social media platform X.

“Our lawyers are currently handling the matter. However, we have limited resources, and I have personally invested a significant fortune in this effort,” Guptha told Moneycontrol when asked about further action.

“I did not enter this fight for financial gain from a potential de-listing; my goal has always been to protect the rights of minority shareholders. I have taken significant personal risks and made substantial investments in this cause,” he added.

He further said that they hope that they can achieve meaningful progress in the coming days and months.

Also Read | NCLAT dismisses petitions against ICICI Securities' delisting process

Last year in March, the delisting plan was accepted by shareholders, with 72 percent of minority shareholders voting in favour of it. The plan was authorised by the ICICI Bank board in June 2023.

However, minority shareholders Gupta and Quantum Mutual Fund had opposed the delisting of ICICI Securities in two different appeals, claiming that the swap would negatively impact minority shareholders.

Moneycontrol has reached out to Quantum Mutual Fund for their comments on the judgement.

In a conversation with Moneycontrol, couple of days prior to the NCLAT judgement, Quantum Advisors’ Ajit Dayal said that they would continue to fight the case in the interest of minority shareholders.

Meanwhile, Guptha said that the judiciary has been biased from day one because of the minisculity of their shareholding and not truly appreciating what injustice is being meted out to the minority shareholders.

“The other thing that saddens me is that the written submissions and the last closing submissions that our lawyers gave have not even been acknowledged at all in the final judgment,” he said.

Minority shareholders including Guptha have also raised concerns about the disclosure of the exception letter being provided to ICICI Securities.

Guptha added that they have already written an email to the new guard at SEBI, but have not heard from them. “I am hoping to hear from them,” he said.

They had also challenged an earlier order passed by the Ahmedabad bench of the NCLT, which earlier approved the delisting, dismissing the two petitions, in August last year.

The allegations of minority shareholders include issues related to undervaluation and pressuring shareholder votes in favour of the delisting.

In a letter to shareholders last year, Quantum Mutual Fund had estimated that the swap ratio – 67 shares of ICICI Bank for every 100 shares of ICICI Securities -- will lead to a net loss of nearly Rs 1,777 crore to minority shareholders of ICICI Securities, including around Rs 6.1 crore to the unit holders of Quantum MF.

Moneycontrol has reached out to ICICI Securities for their comments on the judgement and will update with their response.

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