NCLT Allows Future Retail To Seek Shareholder Nod For RIL Acquisition

SUMMARY

Earlier this month the apex court stayed all the further proceedings initiated by ecommerce giant Amazon before the Delhi High Court for four weeks

The two-member bench of the tribunal observed that the Supreme Court had only restrained it from pronouncing the final order approving the scheme

In 2020 Future Group entered into an asset sale deal worth $3.4 Bn with Mukesh Ambani-led RIL, wherein it would sell its retail, wholesale, logistics and warehousing assets to Reliance Retail

In a major development in the long-drawn battle between Future Group and Amazon, the National Company Law Tribunal (NCLT) has allowed the Kishore Biyani-led Future Retail to hold a meeting of its shareholders and creditors seeking their approval of sale of its retail assets to Reliance Retail for for $3.4 Bn.

The Mumbai-bench of NCLT has also rejected the intervention application filed by Amazon against the proposed acquisition by the Reliance Industries’ (RIL) subsidiary, Future Retail said in an exchange filing on Tuesday.

Responding to a query from Inc42, an Amazon spokesperson said: “We are yet to receive a copy of NCLT’s order and will decide our next steps thereafter.”

Despite the NCLT’s approval to Future Retail, Amazon would be able to raise objections when the scheme is filed at the tribunal for its final approval post an approval by the shareholders and creditors.

The two-member bench of the tribunal observed that the Supreme Court had only restrained it from pronouncing the final order approving the scheme.

Earlier this month, the apex court stayed all the further proceedings initiated by ecommerce giant Amazon before the Delhi High Court for four weeks.

Amazon and Future Group have been in a legal battle since 2020.

Promoter entity of Future Retail, Future Coupons, acquired 49% stake in Future Coupons for INR 1,500 Cr, in 2019, which in turn owns 7.3% shares in Future Retail. Through this transaction, Amazon had also managed to acquire around a 3.58% stake in Future Group.

In the following year, Future Group entered into an asset sale deal worth $3.4 Bn with Mukesh Ambani-led RIL, wherein it would sell its retail, wholesale, logistics and warehousing assets to Reliance Retail.

This deal was the beginning of an extensive battle between Amazon and Future Retail. Last year, Amazon sent a legal notice to Future stating breach of agreement, which received a favourable ruling in the Singapore International Arbitration Centre (SIAC).

While Future moved to Delhi HC alleging interference by Amazon with its deal with RIL, Delhi HC passed a ruling favouring Amazon. This tussle led to SIAC forming an arbitration tribunal to relook into the case in January this year and a status quo being ordered on the deal by HC.

Following this, while Delhi HC lifted the status quo, Amazon moved to SC challenging the ruling, which torpedoed into SC re-levying the restrain on the RIL and Future Group deal and directing Kishore Biyani to attach all his properties as part of Amazon’s plea for enforcement of the emergency award.