SC upholds ICICI Securities delisting, dismisses plea over valuation

The Supreme Court on Wednesday dismissed a petition by investor Manu Rishi Gupta, upholding the delisting of ICICI Securities and clearing the way for its full merger with ICICI Bank. Gupta had challenged the share valuation process, claiming that the reverse book building (RBB) method could have secured a better price for shareholders, according to The Economic Times.

ICICI Securities was officially delisted in March 2024, becoming a wholly owned subsidiary of its promoter, ICICI Bank. The move was part of a broader merger scheme that had already received shareholder approval.

Allegations of an 'opaque and rushed' process

Gupta’s counsel argued that the delisting was conducted in an “opaque and rushed manner” and called the entire exercise “shocking". He questioned the fairness of the valuation, saying shareholders might have received a better deal through the RBB process.

In response, ICICI Securities’ legal team told the court that Gupta had continued to trade shares of ICICI Securities—including as recently as August 2024—undermining his claims of unfair treatment.

Shareholder backing and tribunal oversight

The delisting had strong shareholder backing, with nearly 72 per cent of votes cast in favour of the merger scheme. This came after a National Company Law Tribunal (NCLT) directive in February 2024, which mandated a shareholder meeting to approve the plan.

The meeting saw participation from 161 equity shareholders and authorised representatives, who voted to support the merger.