In August 2020, Kishore Biyani led-Future Group had entered into a ₹24,713 crore agreement with Mukesh Ambani’s Reliance Retail. As part of the deal, Future Group was to sell its retail, wholesale, logistics, and warehouse businesses to Reliance Retail Ventures (RRVL).
Amazon had on 14 January, in its eighth letter over the past three months to Sebi, asked the regulator to suspend its review of the Future-Reliance deal and not grant a no-objection certification on the ground that its challenge to the agreement was before the Delhi High Court.
In its letter of approval, Sebi listed a number of conditions in accordance to the Composite Scheme of Arrangement, also making a reference to apprehensions raised by Amazon.
“Company shall ensure that the shares of the transferee entity issued in lieu of the locked-in shares of the transferor entities is subjected to lock-in for the remaining period post scheme,” Sebi stated.
“Company shall ensure that proceedings pending before SEBI against the entities part of the promoter/promoter group or are directors of the companies involved in the scheme, should be highlighted in the scheme document filed before National Company Law Tribunal (NCLT),” it further added.
On December 21, Amazon Inc had also filed a plea before the Delhi High Court, seeking a stay on the Future-Reliance deal.
SEBI, while referring to the complaints registered by Amazon and the plea filed in Delhi HC, has asked the entities involved in the amalgamation to keep their shareholders informed about the legal dispute.
“Company shall ensure that any future disputes, complaints, regulatory actions or proceedings, or orders issued therein involving the draft scheme if any, shall be brought to the notice of shareholders prior to the approval by NCLT,” it added.
“In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT,” Sebi added.