The Securities and Exchange Board of India (SEBI) recently approved the deal between the Future Group and Reliance Retail, an arm of Reliance Industries Limited (RIL). The board, in its letter of approval however, listed several conditions in accordance with the composite scheme of arrangement. The regulatory body has also referred to the apprehensions raised by Amazon.
In August last year, the Future Group had entered into a ₹24,713-crore agreement with Reliance Retail. to sell its retail, wholesale, logistics and warehouse businesses to Reliance Retail Retail Ventures (RRVL).
“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 said.
US retail giant Amazon has written to SEBI a number of times over the past three months, asking the regulatory body to stall the Future-Reliance deal. The company accuses the Future Group of violating a pact signed by it by entering into a deal with Reliance Retail.
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 High Court, 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 further said.
Amazon had gained a minority stake in Future Group after taking over 49 percent stakes in Future Coupons, which serves as the promoter entity of the former.