On May 28, 2025, the Supreme Court of India ruled in favor of ICICI Securities, dismissing the petition filed by investor Manu Rishi Gupta. The decision confirmed the legality and fairness of the delisting process and the share valuation methodology used, paving the way for ICICI Securities’ full merger with its parent company, ICICI Bank.
Background: The Merger and Delisting Process
ICICI Securities was officially delisted in March 2024 as part of a merger scheme approved by its shareholders. This move transformed ICICI Securities into a wholly owned subsidiary of ICICI Bank, aligning the businesses under a single corporate umbrella to enhance operational efficiency and market presence.
Investor’s Challenge to Valuation
Investor Manu Rishi Gupta contested the delisting, alleging that the reverse book building (RBB) method could have fetched a better price for shareholders. He claimed the process was rushed and lacked transparency, questioning whether shareholders received a fair deal. Gupta’s petition argued that the valuation did not adequately reflect market realities.
Court Affirms Fairness and Regulatory Compliance
The Supreme Court rejected these claims, highlighting that the delisting was supported by nearly 72% of shareholders in a meeting directed by the National Company Law Tribunal (NCLT). The Court emphasized that the valuation process was conducted according to regulatory standards and backed by independent valuation reports and fairness opinions.
Earlier, the National Company Law Appellate Tribunal (NCLAT) had also upheld the delisting, ruling that courts should avoid interfering in valuation matters when procedures comply with Securities and Exchange Board of India (SEBI) guidelines.
Implications: Legal Clearance for the Merger
With the Supreme Court’s ruling, ICICI Securities’ merger with ICICI Bank has cleared its final legal hurdle. The decision reinforces the importance of shareholder consent and regulatory adherence in corporate restructuring. It also sets a precedent for future delisting and merger cases, boosting investor confidence in transparent and compliant market practices.