Future holds shareholders' meet for approval of Reliance Retail deal

Future Retail Ltd (FRL) on Wednesday held a meeting of its shareholders to consider and approve the sale of the company's retail assets to billionaire Mukesh Ambani's Reliance Retail Ventures Ltd.

The meeting was chaired by Shailesh Haribhakti, FRL said in a regulatory filing.

Haribhakti has been appointed by the NCLT to chair the meeting.

The result of the voting will be announced in due course, it added.

The meeting was held through video conferencing and "requisite quorum was present", the filing added.

"The NCLT convened Meeting of the Shareholders of FRL was held on Wednesday, April 20, 2022 at 12:00 noon through Video Conference (VC/Other Audio-Visual Means) pursuant to the directions issued by Mumbai Bench of NCLT...," it said.

During the meeting, queries on the deal were received and all aspects were made clear to the shareholders.

"The chairman also informed the Shareholders that the Scrutinizer shall submit her consolidated report on the voting cast during this meeting and the remote e-voting facility provided by the company and the results declared along with the report of the Scrutinizer shall be submitted to the stock exchanges and will also be placed on the website of the company," it added.

The electronic voting process for shareholders of the debt-ridden firm ended on Tuesday evening.

Now on Thursday, FRL has scheduled meetings of its creditors, as per directions of NCLT.

Several other listed Future companies such as Future Consumer, Future Enterprises, Future Supply Chain Solutions, Future Market Networks and Future Lifestyle Fashions also conducted meetings of their respective shareholders for approval of the Rs 24,713 crore deal.

As per the NCLT order, meeting of secured creditors of other Future group holding companies, which include Acute Retail Infra, Basuti Sales and Trading, Brattle Foods, Chirag Operating Lease Co, Hare Krishna Operating Lease, Nice Texcot Trading & Agency, Nishta Mall Management, would be held on April 22, 2022.

The meetings have been vehemently opposed by US-based e-commerce giant Amazon, which is contesting FRL's deal with RRVL.

In a strongly-worded letter to Kishore Biyani and other promoters of FRL, Amazon last week had said the meetings were "illegal" and such a step would not only breach the 2019 agreements when it made investments into FRL's promoter firm but also violate a Singapore arbitral tribunal's injunction on the sale of retail assets to Reliance.

However, FRL had rejected the allegations and said the meetings are "in compliance" with the directions issued by the NCLT on February 28, 2022 to consider and approve the Scheme of Arrangement filed by various entities which are part of the deal.

In a regulatory update on April 16, FRL said "the said order has been issued by the NCLT, after considering all the facts and information submitted by the parties and specific objections filed by Amazon.Com NV Investment Holdings LLC vide an intervening application and the order dated 15th February 2022 issued by Supreme Court on the same subject matter".

Last week, public sector lender Bank of India (BOI) moved NCLT seeking initiation of insolvency proceedings against FRL and a moratorium over the assets of the Kishore Biyani-led company.

Earlier this month, FRL reported defaulting on payment of Rs 5,322.32 crore to its lenders on account of the ongoing litigations with Amazon and other related issues.

Amazon is opposed to Reliance's August 2020 offer to buy FRL's stores and warehouses for Rs 24,713 crore on grounds that the deal violated its 2019 agreement through which it acquired a 49 per cent stake in FCPL, the promoter entity of FRL, for about Rs 1,500 crore.

It has dragged Future to arbitration and courts to block the Reliance deal.

In late February, Reliance quietly began taking over the rental leases of hundreds of stores once run by FRL and Future Lifestyle Fashions Ltd amid lawsuits and arbitration across India and Singapore.