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TMI Blog2025 (3) TMI 690X X X X Extracts X X X X X X X X Extracts X X X X ..... , MEMBER ( JUDICIAL ) These four appeals are filed by the appellant against the impugned order dated 21st August, 2024, dated 8th October, 2024 and dated 9th October, 2024. The prayer made in all the four appeals are as under: COMPANY APPEAL (AT) No.328/2024 a) Set aside the impugned judgment and order dated August 21, 2024 passed by the National Company Law Tribunal, Mumbai Bench I in C.P. (CAA)/ 71/ MB/ 2024 (In the matter of: ICICI Securities Limited), being Annexure 'A-1" of the present Memorandum; b) Such further order or orders be passed and/or direction or directions be given as this Hon'ble Appellate Tribunal may deem appropriate. Company Appeal (AT) No.395 of 2024 a) Set aside the impugned judgment and order dated October 9, 2024 passed by the National Company Law Tribunal, Ahmedabad Bench No.1 in C.P. (CAA)/ 20/ AHM/ 2024 (In the matter of: ICICI Bank Limited), being Annexure 'A-1" of the present Memorandum; b) Such further order or orders be passed and/or direction or directions be given as this Hon'ble Appellate Tribunal may deem appropriate. Company Appeal (AT) No.393 of 2024 a)Set aside the impugned judgment and order dated October 9, 2024 passed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ated 29 September 2020 which specifically deliberated upon the merits of providing an alternative mode of delisting and the safeguards to be built in when opting for this route. The Board memorandum specifically discussed three key safeguards for protecting the interest of public shareholders. viz a) regarding the valuation of shares being not less than 60-days volume weighted average price (VWAP) of the companies; b) the voting threshold being 66% of the public shareholders of the listed subsidiary in addition to the usual requirement of 75% amongst all shareholders of the listed subsidiary in terms of Section 230 of the Act; c) the shares of the holding company (in this case ICICI Bank) are frequently traded which ensures the shareholders have the ability to freely exit the holding company at any time by selling the shares in the stock market. Each of these safeguards have been built into Reg. 37(2) of the Delisting Regulations, for protection of public shareholders, hence it cannot be said the public shareholder would be prejudiced merely because the delisting takes place through a scheme under Reg. 37 rather than through RBB. In any event, shareholders retain the right to exit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the field of accountancy as is held in G.L. Sultania & Anr. v. Securities and Exchange Board of India (2007) 5 SCC 133 and Miheer H. Mafatlal v. Mafatlal Industries Ltd. (1997) 1 SCC 579. 6. Qua contention (c) we may note the relaxation has been granted by SEBI in exercise of its regulatory powers. Regulation 42 of the Delisting Regulations specifically empowers SEBI to grant relaxation from strict compliance of the Delisting Regulations. The fact of such relaxation being granted is undisputed. It is beyond the scope of the present proceedings to sit in appeal over the relaxation granted by SEBI, which is an expert regulatory body. The Ld. NCLT has rightly noted this aspect and held that with the relaxation in place, the Companies were entitled to propose the Scheme in terms of Reg. 37. In Sahara India Real Estate Corporation Limited & Ors. v. Securities and Exchange Board of India, (2013) 1 SCC 1 the Hon'ble Supreme Court has held that on the subject of protecting the interests of investors, the SEBI Act, 1992 is a standalone legislation, and SEBI's powers thereunder are not fettered by any other law, including the Companies Act. 7. Qua contention (d) we may note the Administrat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncluding the details of such relaxation have been disclosed in the Explanatory Statement to the notice of meeting sent to equity shareholders. The disclosure made in the Explanatory Statement informs the shareholder the Scheme in the present case will be in terms of the requirements stipulated in Reg. 37(2) of the Delisting Regulations. In fact, the Explanatory Statement provides a detailed chart of provisions of Reg. 37(2) showing how each of the provisions thereof are met. Thus the shareholders had all information necessary for voting on the Scheme. All requisite details required for the shareholders to make an informed decision in respect of the Scheme were available in the explanatory statement, the Scheme itself and the joint valuation report, each of which were accessible to the public shareholders at the time of voting. 10. Pertinently, in an appeal filed by one of the shareholders (Appeal No. 6001 of 2024), SEBI's appellate authority has also upheld the above position and refused to provide a copy of the relaxation letter, relying on the decision of the Hon'ble Supreme Court of India in Institute of Chartered Accountants of India Vs. Shaunak H. Satya and Ors (2011) 8 S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dations contained in the 2005 Expert Report on Company Law to prevent frivolous objections by shareholders with miniscule shareholdings. It is settled law that 'what cannot be done directly cannot be done indirectly'-since the Appellants have no right to object, they cannot maintain the Appeals as "aggrieved persons," in terms of Section 421 of the Act. In this regard, it may be noted that 93.82% of equity shareholders and 71.89% of public shareholders have approved the Scheme way back in March 2024. However, it is only at the instance of the Appellant, who holds a miniscule 0.002% shares, the implementation of the Scheme is being delayed and the majority shareholders are being deprived of the benefits of the Scheme. This militates against the basic principle of shareholder's democracy, which permeates through all corporate actions. 14. Further it is pertinent to point out despite his so-called objections to the Scheme, on the ground it devalues the shares of ICICI Securities, the Appellant has continued to indulge in buying and selling of shares of ICICI Securities, including as recently as August 2024. That the Appellant has purchased shares of ICICI Securities even after the Sc ..... X X X X Extracts X X X X X X X X Extracts X X X X
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