The NCLAT dismissed an appeal challenging a scheme of ...

SEBI's Relaxation of Reverse Book Building Valid in ICICI Securities Scheme of Arrangement Under Regulation 42

March 15, 2025

Case Laws     Companies Law     AT

The NCLAT dismissed an appeal challenging a scheme of arrangement between ICICI Bank and ICICI Securities. The Tribunal found that SEBI's relaxation from reverse book building requirements was within its regulatory powers under Regulation 42 of the Delisting Regulations. The valuation complied with Regulation 37(2)(j), meeting the minimum 60-day VWAP requirement. The court affirmed that valuation determinations should be left to accounting experts. ICICI Bank's shareholder outreach did not constitute undue influence, and disclosures in the explanatory statement were deemed sufficient. The appellant lacked standing to object under Section 230(4) of the Companies Act, 2013, and failed to demonstrate any procedural illegality or prejudice to public shareholders.

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