ICICI Bank under fire for allegedly trying to influence I-Sec's minority investors

Mumbai: ICICI Bank is under fire for allegedly coaxing minority shareholders of ICICI Securities (I-Sec) to support the private lender’s proposal to delist the broking and investment banking arm.

Shareholders of ICICI Securities claimed on social media that the bank’s executives contacted them directly, asking them to vote in favour of the resolution that proposes to delist the broking subsidiary. Lawyers and market participants said such alleged actions could result in regulatory scrutiny of the voting process.

The e-voting for the delisting of ICICI Securities, which started on March 22, ended on March 26.

Under the scheme of arrangement, ICICI Bank aims to delist ICICI Securities, through a share swap deal. As per the terms, for every 100 shares held, public shareholders in ICICI Securities would receive 67 shares of ICICI Bank. The share swap ratio for delisting the brokerage has been opposed by a section of minority shareholders.

On Tuesday, various shareholders of ICICI Securities took to social media, claiming they received phone calls from ICICI Bank executives in this matter. These individuals shared screenshots of call details and WhatsApp messages from bank staff with some of them alleging that executives asked them to share the one-time password (OTP) in the voting process.

Some said the bank executives also asked ICICI Securities shareholders to share the screenshots of their voting.

An ICICI Bank spokesperson did not respond to ET’s queries on the matter.

“The fact that mid-level and junior-level executives of ICICI Bank are personally calling ICICI Securities shareholders over the weekend is a reflection and almost blatant acceptance of the injustice being inflicted by the bank on minority shareholders of ICICI Securities,” said Manu Rishi Gupta, founder of MRG Capital, a Bengaluru-based investment fund, which has been one of the most vocal opponents of the delisting plan. “We have sufficient evidence to demonstrate the unlawful actions of ICICI Bank, which we will share with all regulatory authorities.”

Securities lawyers said rules do not explicitly bar players from influencing such decisions, but ICICI Bank may be treading in the regulatory twilight zone.

“PFUTP (Prohibition of Fraudulent and Unfair Trade Practices) Regulations, which prohibit deceptive practices in securities markets, and the LODR Regulations, enforcing transparent disclosure of information that impacts investor decision-making, are the key regulations that play a key role in market integrity,” said Sonam Chandwani, managing partner at KS Legal & Associates. “Furthermore, the Sebi Regulations, designed to ensure fair procedures in acquisitions or delisting, and the Prohibition of Insider Trading Regulations, which guard against the misuse of confidential information, are also significant.”

Some said there is a possibility of market regulator Sebi looking into the matter.

“Seeking support for voting in a specific manner isn’t explicitly regulated or forbidden but is grounded in corporate governance principles and ensuring fairness in the process,” said Sumit Agrawal, founder of Regstreet Law Advisors. “Sebi possesses extensive authority to investigate such practices and, in response to any complaints, can implement heightened scrutiny on the voting process.”

“Omnibus provisions of SEBI Act, LODR Regulations, and Delisting Regulations are usually interpreted in favour of transparency and fairness,” he added.

According to a news report, ICICI Bank’s largest public shareholder, Norges Fund Investment Bank, voted in favour of the resolution. Quantum Mutual Fund said recently it voted against it.

On Tuesday, shares of ICICI Securities fell 1.75% to ₹738. ICICI Bank closed 0.6% lower at ₹1,084.

Roy Walsh

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