Quantum MF Files Suit Against ICICI Securities Delisting, Claims Huge Loss in Share Swap Deal

Amid a conflict between ICICI Bank and its retail investors over delisting ICICI Securities, Quantum Mutual Fund has filed a lawsuit in the National Company Law Tribunal (NCLT), Mumbai branch. Quantum Mutual Fund, started by Ajit Dayal, argues that the plan to delist the brokerage firm is not following the rules and questions ICICI Bank’s claim of having special permission from SEBI for the delisting.

Minority Shareholders Challenge

Earlier, a group of minority shareholders led by Bengaluru-based investment manager Manu Rishi Gupta also filed a class action suit with the Delhi bench of the NCLT against ICICI Bank’s move to delist its brokerage arm. This case is still ongoing.

ICICI Securities’ delisting proposal involved e-voting, which took place from March 22 to March 26. Public shareholders of both ICICI Bank and ICICI Securities approved the plan. According to the arrangement, public shareholders in ICICI Securities would receive 67 shares of ICICI Bank for every 100 shares they hold in ICICI Securities.

Mutual Funds

Sixteen domestic mutual funds supported the delisting plan, while seven funds, including Quantum, Kotak, Mahindra Manulife, Samco, ITI, LIC, and Baroda BNP, opposed it. Quantum Mutual Fund claims that the share swap ratio would result in a net loss of at least ₹1,776.7 crore for ICICI Securities’ minority shareholders. This includes a loss of at least ₹6.1 crore for Quantum Mutual Fund’s unit holders.

Quantum disputes ICICI Bank’s valuation reports, stating that they have ignored current market data and failed to provide a clear basis for their calculations. ICICI Bank argues that independent valuers recommended the delisting scheme.

Quantum also alleges that ICICI Bank used “fraudulent means” to secure the majority vote in favor of the merger scheme. The Securities and Exchange Board of India (SEBI) has reprimanded ICICI Bank for conducting a campaign to influence ICICI Securities shareholders during the voting. SEBI has directed ICICI Bank to review complaints of possible violations in the outreach program and to take appropriate action against responsible officials.