• Future Retail Limited (the Company) has entered into a Shareholders’ Agreement dated 12th August, 2019 (“SHA”) with Future Coupons Limited, and certain existing shareholders of the Company i.e., Mr. Kishore Biyani, Ms. Ashni Biyani, Mr. Anil Biyani, Mr. Gopikishan Biyani, Mr. Laxminarayan Biyani, Mr. Rakesh Biyani, Mr. Sunil Biyani, Mr. Vijay Biyani, Mr. Vivek Biyani, Future Corporate Resources Private Limited and Akar Estate and Finance Private Limited.
• The SHA has been entered into to record certain rights and obligations of Future Coupons Limited and Existing Shareholders with respect to the Company and to record the inter-se mutual rights and obligations of the Future Coupons Limited and the Existing Shareholders.
• The existing shareholders collectively hold 47.02% of the shareholding of the Company. Future Coupons Limited holds 39,603,960 warrants in the Company which when exercised, will convert into 7.3% of the equity share capital of the Company.
• Under the agreement, the following rights were incorporated in the SHA:

• • • Future Coupons Limited will have the right to appoint an observer on the board of directors of the Company 
    • The Existing Shareholders cannot transfer or create any further encumbrance on any securities held by them in the Company except as provided for under the SHA
    • Future Coupons Limited will have a pre-emptive right in any further issuance of share capital in order to maintain its pro-rata shareholding in the Company 
    • The Company is required to take the prior approval of Future Coupons Limited on certain matters (such as transfer or license of all or substantially all of the assets of the Company, or material assets, transfer of assets above a certain threshold to a related party, amendment of articles of association in conflict with the terms of the SHA or any issuance of share capital in contravention of the SHA)

Intimation under Regulation 30 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for execution of Shareholders’ Agreement. 

• FRL also wrote a letter to Stock Exchange informing stock exchange that FRL has entered into a shareholder agreement called as FRL SHA in compliance with terms of Regulation 30 of SEBI, (Listing Obligations and Disclosure Requirements) Regulation, 2015

• A shareholder agreement (FCPL SHA) was entered into between Amazon, FCPL and persons listed in Schedule-I, that is, Biyanis, Future Coupons Resources Private Limited and Akar Estate and Finance Private Limited. Under this, amazon acquired Subscription Shares representing 49% of the total issued, subscribed and paid-up equity share capital of FCPL (on a fully diluted basis) and remaining 1,01,83,754 Class A voting equity shares, representing 51% of the issued, subscribed and paid-up equity share capital of FCPL were to be held by FCRPL.
• A share subscription agreement entered into between Amazon, FCPL and persons listed in Schedule-I being Biyanis, Future Coupons Resources Private Limited and Akar Estate and Finance Private Limited . 
• FRL wrote a letter to the Stock Exchange in relation to execution of FCPL SHA and FCPL SSA.

• Amazon filed an application before the CCI to obtain the approval of CCI for proposed acquisition of 34,02,713 Class-A voting equity shares and 63,71,678 Class-B non-voting equity shares aggregating to 49% of the total voting and non-voting equity share capital in FCPL which is a wholly owned subsidiary of FCRPL). FCPL and FCRPL being owned and controlled by the promoter group, that is, Biyanis.
• Amazon notified the CCI that it had invested into FCPL and a key basis for that investment was the continued operation of FRL‟s retail business by FRL and the Biyanis. Before the CCI, FRL also acknowledged and confirmed this understanding by executing the FRL SHA. The integrated nature of the understanding amongst Amazon, FCPL, the Biyanis and the FRL was thus set out clearly in the representation to the CCI.

Summary of the Proposed Combination in terms of Regulation 13(1A) of the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Regulations, 2011 as amended by the Competition Commission of India (Procedure in regard to transaction of business relating to combinations) Amendment Regulations, 2019

• FCPL wrote a letter to FRL in relation to the FRL SHA executed on 12.08.2019 for notifying the “effective date” for the purposes of the FRL SHA to be the date of the said letter and that the list of restricted persons was as set out in the Annexure – I of the letter;

“2. “Pursuant to Clause 2 of the FRL SHA, we hereby designate that the ̳Effective Date‘ for the purposes of the FRL SHA shall be the date of this letter.

3. We also hereby inform you that the list of ‘Restricted Persons’ shall be as set out in Annexure 1 of this letter.

4. Reference is also made to Clause 6.2.1 of the FRL SHA pursuant to which the Existing Shareholders (and the Existing Shareholder Affiliates), and FCL have agreed that that they shall not, Transfer or Encumber any of the Securities of the Company held by it to any Person or create any Encumbrance over the Securities of the Company held by it except pursuant to mutual written consent of FCL and the Existing Shareholders. Accordingly, FCL hereby provide its consent for any Transfer or Encumbrance over Securities of the Company, if such Transfer or Encumbrance is in accordance with the provisions of the FCL SHA. For the purposes of this paragraph 4, the term ‘FCL SHA’ shall mean the shareholders’ agreement dated August 22, 2019 entered into between FCL, the Existing Shareholders and Amazon.com NV Investment Holdings LLC (as may be amended, modified or supplemented from time to time). Further, by executing, and returning a copy of this letter, the Existing Shareholders shall be deemed to have provided their irrevocable, and unconditional consent for any Transfer or Encumbrance over Securities of the Company held by FCL, if such Transfer or Encumbrance is in accordance with the provisions of the FCL SHA.” 

Disclosure pursuant to Regulation 10(6) of Securities and Exchange Board of India (SAST) Regulations, 2011.

15.03.2020 

19.03.2020 

25.03.2020

Future Group merged certain companies carrying on the aforesaid businesses into Future Enterprises Limited (FEL). As a part of the same Scheme:

(i)  the Retail & Wholesale Undertaking is being transferred to Reliance Retail and Fashion Lifestyle Limited (RRFLL), a wholly-owned subsidiary of RRVL;

(ii)  the Logistics & Warehousing Undertaking is being transferred to RRVL; and

(iii)  RRFLL also proposes to invest:

(a)  INR 1,200 crore in the preferential issue of equity shares of FEL to acquire 6.09 % of post-merger equity; and

(b)  INR 400 crore in a preferential issue of equity warrants which, upon conversion and payment of balance 75% of the issue price, will result in RRFLL acquiring a further 7.05% of FEL.

Press release

• FRL wrote a letter to stock exchanges intimating the outcome of the Board meeting held on 29th August 2020 approving the proposed amalgamation of FRL along with other transferor companies

• Amazon had sent default notices to FCPL, FCRPL and Biyanis.  Amazon for the first time wrote to NSE/BSE/SEBI, raising the plea that the transaction between Amazon and Reliance violated its contractual rights, that is, FCPL SHA and the authorities should decline to grant approval of the transaction.

• Amazon issued a notice for invoking emergency arbitration as per clause 25 of FCPL SHA. 25.2 of the FCPL SHA under the SIAC Rules and also filed an application for emergency interim relief. In the dispute resolution clause, the parties agreed that the law of contract and the law of arbitration would be Indian Law and Courts at New Delhi would have exclusive jurisdiction; however, the arbitration would be conducted and governed by the Rules of SIAC.

“1.7 Operative portion of the EA order dated 25th October 2020 directs FRL, FCPL, Biyanis, FCRPL and AEFPL as under:

285. In a result, I award, direct, and order as follows:

(a)  the Respondents are injuncted from taking any steps in furtherance or in aid of the Board Resolution made by the Board of Directors of FRL on 29 August 2020 in relation to the Disputed Transaction, including but not limited to filing or pursuing any application before any
person, including regulatory bodies or agencies in India,
or requesting for approval at any company meeting;

(b)  the Respondents are injuncted from taking any steps to complete the Disputed Transaction ·with entities that are part of the MDA Group;

(c)  without prejudice to the rights of any current Promoter Lenders, the Respondents are injuncted from directly or indirectly taking any steps to transfer/ dispose/ alienate/encumber FRL’s Retail Assets or the shares held in FRL by the Promoters in any manner without the prior written consent of the Claimant;

(d)  the Respondents are injuncted from issuing securities of FRL or obtaining/securing any financing, directly or indirectly, from any Restricted Person that will be in any manner contrary to Section 13.3.1 of the FCPL SHA;

(e)  the orders in (a) to (d) above are to take effect immediately and will remain in place until further order from the Tribunal when constituted;”

1. 1. Restrain by an order of permanent injunction the Defendant No. 1 (Amazon), their officers, servants, agents, assigns, affiliates, representatives, or any person claiming through or under them, jointly and severally, from interfering in any manner with the Disputed Transaction, including by way of injuncting the initiation or continuation by the Defendant No. 1 (Amazon), their officers, servants, agents, assigns, affiliates, representatives, or any person claiming through or under them, jointly and severally, of proceedings before any court, arbitral tribunal, regulator, statutory authority or otherwise seeking to stay, injunct or in any other manner interdict consideration of Disputed Transaction by the jurisdictional authorities in accordance with the law. 
   2. Restrain by an order of permanent injunction the Defendant No. 1 (Amazon), their officers, servants, agents, assigns, affiliates, representatives, or any person claiming through or under them, jointly and severally, from taking any steps that would constitute an interference with the steps being taken by the plaintiff to secure the requisite sanctions and permissions for giving effect to the scheme of arrangement and honouring its contractual rights on its contract with Defendant Nos. 14 and 15 including steps by way of relying upon/acting in furtherance of the purported Interim Order dated October 25, 2020 passed by the Emergency Arbitrator;
   3. Restrain by an order of permanent injunction the Defendant No. 1 (Amazon), their officers, servants, agents, assigns, affiliates, representatives, or any person claiming through or under them, jointly and severally, from in any manner seeking any relief or remedy from any court, arbitral tribunal, regulator, statutory authority or otherwise, on the basis that the FCPL SHA, FCPL SSA and the FRL SHA constitute a single integrated agreement/composite transaction;
   4. Pass an order for damages against Defendant No. 1, in addition to the above, to the extent of ₹100 crores for drawing the Plaintiff (FRL) into unnecessary, frivolous and oppressive litigation alongwith pendente lite and future interest at the rate of 18% per annum;
   5. An order for costs of the suit and the proceedings;
   6. Pass such other orders in favour of the Plaintiff and against the Defendant, which this Hon’ble Court may deem fit and proper in the facts and circumstance of the case and in the interest of justice, equity and good conscience

• The Competition Commission of India (CCI) approved the acquisition by Reliance Retail Ventures Limited (RRVL), Reliance Retail and Fashion Lifestyle Limited (RRVL WOS) of the retail and wholesale undertaking and the logistics and warehousing undertaking of the Future Group under Section 31(1) of the Competition Act, 2002

• The Delhi High Court disposed of the application (I.A.10376/2020) filed by FRL, declined the grant of interim injunction as prayed for by FRL, and directed the Statutory Authorities/Regulators to take the decision on applications/objections in accordance with law

• Amazon filed a petition O.M.P (ENF) COMM 17/2021 under section 17(2) of the Arbitration and Conciliation Act,1996 read with Order XXXIX Rule 2A of the Code of Civil Procedure for enforcement of order dated 25th October 2020 passed by an emergency arbitrator which was listed before Justice JR Midha.

• SEBI has approved the deal dated 29.08.2020  between FRL and Reliance.

• Amazon has moved Delhi High Court seeking seizure of assets of Future Group founder and CEO Kishore Biyani and his detention in prison for violating Singapore International Arbitration Centre’s award by going ahead with its deal with Reliance Industries Ltd (RIL).

• The Enforcement Directorate (ED) is investigating e-commerce giant Amazon for alleged violation of foreign exchange laws in its dealings with Kishore Biyani-led Future Retail.

• Single Bench comprising Justice JR Midha observed that the Emergency Arbitrator is an Arbitrator, the Emergency Arbitrator has rightly proceeded against respondent number 2 ie, the order dated 25th October 2020 is not a nullity; the order dated 25th October 2020 is an order under section 17(1) of the Arbitration and Conciliation Act,1996. The Bench also observed that the order dated 25th October 2020 is an order under section 17(1) of the Arbitration and Conciliation Act,1996 and is appealable under section 37. The Court further directed the respondents to maintain the status quo as of today 04:50 P.M till the pronouncement of the reserved order.

(Delhi High Court Order)

• SEBI has barred Kishore Biyani and hir brother Anil Biyani from accessing the securities market for a year. It has also barred Biyani from trading in shares of Future Retail for 2 years. Further, it has imposed a penalty of 10 million rupees each on Future Corporate Resources and the two Biyani brothers to be paid within 45 days.

• Division Bench comprising Hon’ble Chief Justice DN Patel and Justice Jyoti Singh stayed the operation and effect of the order passed by single Judge Justice JR Midha on February 2, 2021.

• Amazon approached the National Company Law Tribunal (NCLT) urging it not to allow convening of any meeting of Future Group’s shareholders or creditors for approval of its proposed Rs 24,713 crore deal with Reliance Industries

• The Supreme Court has issued notice to Future Retail on Amazon’s plea against the deal with Reliance. Court refused to halt the NCLT proceedings and has also ordered that the deal cannot be finalised until further orders.

• Delhi HC restrains Future Group from moving ahead with Rs 24K cr Reliance deal on Amazon’s plea