The National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi have upheld the approval by the National Company Law Tribunal (NCLT) Mumbai and Ahmedabad benches to remove ICICI Securities.
In its order, NCLAT has rejected all six appeals filed by Quantum MF and Manu Rishi Gupta who challenged NCLT NOD.
As per the approved scheme, ICICI Securities will become a fully owned subsidiary of ICICI Bank and shareholders of ICICI Securities will receive 67 shares of ICICI Bank for each 100 shares organized by them.
In the order, Justice Yogesh Khanna, Member (Judicial) and Ajai Das Mehrotra Member (Technical), NCLAT said, “Not only the appellant is not entitled in the context of Section 230 (4) in the context of Proviso to object to the scheme, but the appellant has also failed to display any illegal to approve the scheme.”
He said, “The order imposed is a detailed, well -prepared order, which has effectively dealt with all the material raised by the appellant, given that the appellant is not entitled to object to the scheme,” he said in the order.
He said, “In the end we can pay attention, the appellant does not meet the 10% limit under Section 230 (4) of the Companies Act, 2013 (Act),” he said.
According to the order of 20 March 2024, the appellant Manu Rishi Gupta was 0.002% of the shares of ICICI Securities. “Section 230 (4) is a mandatory provision, which is included with miniskul shareholding by shareholders to prevent the objections vested on the company law as per the recommendations vested in the 2005 expert report.”
The order states that this is the law that ‘what can be done cannot be done directly, not indirectly.
“In this regard, it can be noted that 93.82% equity shareholders and 71.89% public shareholders approved the plan in March 2024,” it said.
“However, this is only on the appellant’s example, which holds 0.002% shares, the implementation of the scheme is delayed and majority shareholders are being denied the benefits of the scheme. This is found against the basic principle of shareholder’s democracy, which allows through all corporate functions, ”said NCLAT.
The court said, “Despite its so -called objections about the scheme, to indicate it, to devaluate the shares of ICICI Securities, the appellant has continued to motivate the ICIC Securities shares to buy and sell shares, including recently August 2024.”
“That the appellant bought shares of ICICI Securities even after the announcement of the scheme and the swap ratio was in a public domain, it makes it clear that the appellant is not working in raising objections on the scheme, but is joining the speculative litigation,” it has been said.
“The content raised thus does not motivate us to separate a logical order, so all the appeals are rejected. Pending applications are also disposed of. No order as cost, ”said this.
Published – March 10, 2025 09:18 pm IST
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