ICICI Securities questions the maintainability of the class action contesting the delisting and merger

Section 245 allows for a group of people to file an application before the tribunal if they feel wrongdoing in the management of affairs of the company. The minimum threshold in the case of companies having shareholder capital is 100 members.

The counsel for ICICI Securities also pointed out that the suit had a jurisdictional issue, as it pertained to a concern that needed to be addressed to the market regulator, the , rather than the tribunal.

“These people are .0065% shareholders, but above 100, that’s why they are filing a Section 245,” the counsel stated.

Besides, he contended that investors were speculating on litigation as 38 of the people who are party to the suit purchased shares after the announcement of the merger with ICICI Bank last year.

The non institutional shareholders contend that a loss of Rs 1800 crore has been caused, as the delisting value was at a discount.

Besides, the counsel for the non-institutional shareholders claimed that bank employees called public shareholders, misleading them to vote another way and that shares were purchased by ICICI group entities like a month before delisting, who then voted as public shareholders.

The norms require two-thirds of public shareholders to consent to allow the delisting of a firm from the bourses.

Counsel for shareholders contended that shareholders were not knowledgeable, but the bench said no qualification to classify knowledgeable and non-knowledgeable shareholders could be done.

The bench asked the counsel for shareholders to explain what they seek here besides the contentions filed before ’s Mumbai bench.

Senior counsel representing asked to be removed as a party, as it could only furnish its letter in this case.

The case pertains to ICICI Securities' announcement last year, which allowed delisting and merger with ICICI Bank, with 67 shares of ICICI Bank being offered for every 100 shares of ICICI Securities.

The plan was approved on March 28, with 72% of shareholders casting votes in favour of the delisting and merger proposal.

Nearly 68% of public non-institutional holders opposed the scheme.

This constitutes the second major class action filed in Delhi after Jindal Poly Films.