Future group firms convene shareholder, creditors meetings to seek approval for the Reliance deal

Future group firms are convening meetings of their respective shareholders and creditors in November to seek approval to their proposed merger into Future Enterprises as part of the Rs 24,713-crore deal with Reliance Retail. Several listed transferor firms including Future Retail, Future Consumer, Future Enterprises, Future Lifestyle Fashions, Future Markets Networks, and Future Supply Chain Solutions - have informed their shareholders and creditors about the meetings which will take place on November 10 and 11.
The meetings of the equity shareholders, secured creditors, and unsecured creditors will be held through video conferencing /other audio-visual means, said Future group companies, adding that a remote e-voting facility will be offered to all participants.

The scheme of arrangement between Future and Reliance Retail announced in August last year entails the consolidation of Future Group's 19 companies operating in retail, wholesale, logistics, and warehousing assets into one entity -- Future Enterprises Ltd.

Future Enterprises Ltd is the transferee company to Reliance Retail.

The meetings are being called as per the order passed by the Mumbai Bench of the National Company Law Tribunal (NCLT) on September 28 that had asked Future group to take approval from its shareholders and creditors over the scheme of arrangement.

E-commerce giant Amazon, which is contesting the deal, did not respond to e-mailed queries seeking comments on the shareholders' and creditors' meeting.

On October 1, Reliance Retail Ventures, the retail arm of Reliance Industries, had - for the second time - extended the timeline for completing its Rs 24,713 crore deal with Future group to March 31, 2022, as it still awaits regulatory and judicial clearances.

In August last year, Reliance Retail Ventures Ltd (RRVL) had said it will acquire the retail and wholesale business, and the logistics and warehousing business of Future Group for Rs 24,713 crore.

The deal has been contested by Amazon, an investor in Future Coupons that in turn is a shareholder in Future Retail Ltd.

In August 2019, Amazon had agreed to purchase 49 per cent of one of Future's unlisted firms, Future Coupons Ltd (which owns 7.3 per cent equity in BSE-listed Future Retail through convertible warrants), with the right to buy into the flagship Future Retail after a period of three to 10 years.

After Future's deal with RRVL, Amazon had dragged Future into arbitration at the Singapore International Arbitration Centre (SIAC).

In October, an interim award was passed by the Emergency Arbitrator (EA) in favour of the US-based e-commerce major that barred Future Retail from taking any step to dispose of or encumber its assets or issuing any securities to secure any funding from a restricted party.

Amazon and Future have also filed litigations in Indian courts, including the Supreme Court, on the issue. The apex court had recently ruled in favour of Amazon by holding that the EA award was valid and enforceable under Indian laws.

Notably, the Kishore Biyani-led Future Retail Ltd, on August 28, said it has approached the Supreme Court against an order passed by the Delhi High Court to maintain the status quo in relation to the deal and directing it to enforce the order of the Singapore-based Emergency Arbitrator.