Amazon cleverly invested in Future Group to stop its acquisition by Reliance. NCLT gives it a major jolt

Giving a major boost to Future Group and Reliance to finalise their merge deal, the Mumbai bench of National Company Law Tribunal (NCLT) on Tuesday (September 28) dismissed Amazon’s appeal and allowed the Future Group to hold meetings with its shareholders and creditors to seek approval for the sale of assets to Reliance Retail Ltd.

The Tribunal was of the view that no prejudice is caused in conducting shareholders and creditors meetings for considering the scheme since it will be open to Amazon for raising objections when the scheme is filed for NCLT’s final approval.

One of the officials from Future Group remarked, “NCLT has further rejected the intervention application filed by Amazon. The order was pronounced in open court today and a copy thereof is awaited,”

Reliance bought Future Retail Limited last year

As reported by TFI, last year in August, Mukesh Ambani cracked a deal that would have established Reliance Jio’s presence in India’s e-commerce market and overturned the competition posed by Amazon and Flipkart. Reliance Retail Ventures Limited (RRVL) bought Kishore Biyani led Future Retail Limited for Rs 24,713 crore.

However, Amazon, an investor in Future Coupons that in turn is a shareholder in Future Retail Ltd. vehemently objected to the deal. Subsequently, Amazon took Future Group to the court on the basis of a non-competitive clause that it has signed with the wholly-owned but unlisted subsidiary of the future group.

Envious Amazon wants to tank the deal

According to Amazon, the non-competitive clause prohibits the Future Group from handing over the ownership to a competitive company like Reliance. However, the lower court ruled that as the clause was signed with a subsidiary and not the Future Retail Limited which Reliance bought, the claims made by Amazon were not valid.

The Jeff Bezos-owned company, however, didn’t drop the towel and went to Singapore International Arbitration Centre (SIAC). The Emergency Arbitrator (EA) gave a ruling in favour of Amazon this time and barred Future group from moving ahead with the proceedings.

Delhi High Court toes the EA’s line

After an international round of arbitration, both Amazon and Future lodged litigations in the Delhi High Court where it was ruled that the EA ruling was valid and enforceable under Indian laws.

While arguing for Future Group in Delhi High Court, Harish Salve said, “Please don’t allow this American giant to kill Future Group only to further its illegitimate interest to make sure that Reliance does not get its hands in. That’s its game plan—if I can’t get it, let Reliance not get it too.”

Read More: How Amazon used India’s sluggish judiciary to ensure that Reliance doesn’t become their competitor

 Supreme Court provides some relief

After the award by Singapore-based EA and stay imposed by the High Court, Future group approached the Supreme Court where it finally received some respite. The apex court, earlier this month, stayed the proceedings initiated by Amazon.

Reeling after the devasting impact of the first wave of the COVID pandemic, the future group needed the sale to go through quickly. Kishore Biyani recently remarked that the company lost Rs 7,000 crore in revenue in the first three-four months of the pandemic phase. Thus, the plan was to merge wholesale, logistics and warehousing assets into one entity — Future Enterprises Ltd and then transfer it to RRVL.

But, fearing Reliance as a competitor, the Jeff Bezos-led company has already managed to delay the deal by almost a year and if it continues to peg the company back by entangling it in a judicial mess, it would bleed the company dry.

However, with the NCLT’s judgement, Future Group would be able to convene the meeting and receive the nod of the stakeholders and creditors to complete the formalities of the merger.