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On Sunday, Amazon won an interim order against its partner, Future Group. The group was all set to sell its retail business t

The high-profile and exclusive partnership between Amazon (1) and Future Group (2) is on the rocks after Amazon sought legal proceedings against the retail firm earlier this month.

The organizations collaborated in October 2014 to sell the brands portfolio of Future Group exclusively on the Amazon marketplace in India. In January 2020, Amazon, the e-commerce major, also partnered with India’s leading retailer, Future Retail Ltd, or FRL, to expand its reach by leveraging each other’s networks.

The partnership enabled Kishore Biyani-led Future Group to access the online platform; while allowing the US-based firm to increase its presence in the Indian market.

It is worth noting that the announcement came when Mukesh Ambani, the richest man in India, geared up to take on both ecommerce giants Amazon and Walmart with the soft launch of JioMart, his new ecommerce venture.

As per the agreement, Amazon India is the official online sales channel for FRL stores. It would ensure that relevant FRL stores participate in the Amazon India marketplace and its programs.

In 2019, Amazon had acquired a 49% stake in Future Coupons that holds approximately 7.3% in Future Retail via convertible warrants, which holds Big Bazaar retail chain. With the agreement, FRL would list its items on Amazon Prime to reach out to customers within hours in all major cities across India.

Moreover, in a separate agreement, Future Consumer Ltd, or FCL for short, will get its portfolio of brands online via Amazon Retail India Pvt. Ltd. It would enable Future Consumer to build an online channel and offer its brands to millions of Amazon’s customers.

What Made Kishore Biyani to Sell his Business to Reliance Industries?

Kishore Biyani, the founder of Future Group, claimed that the retail major lost about 7000 crore INR revenue in the first three to four months of the coronavirus pandemic due to the resultant lockdown. It has led him to sell his business to Reliance Industries.

In August 2020, Reliance Industries, led by billionaire Mukesh Ambani announced that it is acquiring retail and wholesale business and the logistics and warehousing business from the Future Group for 24,713 crore INR.

“We got into a trap, to be very honest with COVID-19. In the first 3-4 months, we lost nearly ₹7,000 crores of revenue. I thought there was no other answer but to exit. If you look at long-term planning – 5 to 10 years — it will not be easy for physical stores”

– Kishore Biyani.

With the deal made in August, Reliance Industries would acquire Future Retail that owns the Big Bazaar that sells everything from groceries, apparel to cosmetics, and Future Lifestyle Fashions Ltd that operates Brand Factory, a fashion discount chain.

Notably, Reliance would only take over Future Consumer that sells food, home, and personal care products. The financial and insurance business of Future Group is not part of the deal.

According to the agreement, Reliance would acquire fashion and grocery retail of Future Group, such as Big Bazaar, FoodHall, FBB, Nilgiris, Central, Brand Factory, Heritage Foods, etc. In all, RIL would take over more than 1,700 stores across formats.

The investment from Reliance would help Biyani to scalp his debt.

Personal Debt of Biyani

Notably, the founder of Future Group, Kishore Biyani, has a debt of around 2,000 crore INR in his capacity. Previous reports suggest that his loan is also a hurdle to complete the transaction with Reliance Industries Ltd.

With the 24,713 crore INR deal, Reliance Industries is looking to bolster its position in India’s retail sector.

Notably, Future Group’s listed companies’ combined debt increased from 10,952 crore INR as of March 31, 2019, to 12,778 crore INR on September 30, 2019. The 46% stake of Kishore Biyani in Future Lifestyle is entirely pledged along with Future Retail. Three-fourths of his 42% stake in the group is pledged.

Earlier in July, Fitch, a rating agency, downgraded Future Retail’s default rating to C after abstaining a semi-annual interest payment on bonds. Their two units have also missed their payments to Frankin Templeton funds.

Notably, Future Group has about 12,000 crore INR debt, and it has suffered losses of about 7,000 crore INR during the lockdown months. Kishore Biyani conceded that it is better to expand with equity as opposed to debt.

Immense Pressure of Future Group

The lenders led by the State Bank of India were putting immense pressure on the Future Group to manage its debt. Analysts see the deal as a significant move by the group to cut down its loans.

Future Group’s retail business came under more stress because of the nationwide lockdown in March to curb the spread of novel coronavirus. Notably, many of its premium food sale arms such as Brand Factory and Foodhall had come to a near halt during the period that lasted more than two months.

Reliance Wasn’t the First Choice of Biyani

It is noteworthy that before selling its assets to Reliance in August, Biyani had been wooing several business entities to sell shares of several Future Group companies in an attempt to down its debts. However, it had not seen much success.

Several big players like Amazon, the US-retail giant, showed interest in the Future Group. However, Kishore Biyani resolved that Reliance Industries Limited has offered a comprehensive solution for their debt issue.

Notably, Future Retail holds several brands, including:

  • Big Bazaar
  • Easyday
  • Central
  • Brand Factory
  • Fashion at Big Bazaar, or FBB
  • Nilgiris
  • Ezone

Reliance is buying Big Bazaar and the entire Future Group in the deal with Future Group.

It means that Reliance Industries would have control over Future retail baskets such as FBB, Big Bazaar, Central, Future Lifestyle Ltd, and Future Supply Chain Solutions. It would merge these entities into one. After completing the deal, Kishore Biyani would be left in control of the FMCG business and some other smaller companies of the Future Group.

Nonetheless, this deal and acquisition is a big deal for Reliance Industries.

Amazon Ready to Play Matchmaker to Future Group

Sources tell that Amazon is ready to help Kishore Biyani with his debts by bringing in strong investors if Future does not go ahead with the RRVL deal. The US-based e-commerce giant makes all possible moves fearing the increased competition from Future Group and Reliance deal.

Amazon holds a 49% stake in Future Coupons in the holding company of Future Group-owned by Kishore Biyani. The firm is ready to help the latter deal with its ballooning debt crisis by bringing in new strategic partners and investors. However, only if the latter calls off its 24,713 crore INR deal with Reliance Retail Ventures Ltd, RRVL.

Reports suggest that Amazon is willing to help Future Group despite dragging the latter to the court for alleged breach of a non-compete pact in Future Coupons agreement for making deals with Reliance. The wish of US-based e-commerce giant to help Future Group is borne out of fears that the contract between Reliance and the latter would increase Amazon’s competition in India.

The US-based online retailer approached the Singapore International Arbitration Centre, stating that despite owning a stake in Future Coupons, it did not get the Right of First Refusal (RoFR) in the deal between Future Group and Reliance Retail Ventures Limited.

The arbitration proceedings between Amazon and Kishore Biyani is completed as Singapore’s Former Attorney G. K. Rajah concluded the hearing on Friday, October 16.

Notably, Rajah is the sole arbitrator in Amazon vs. Future vs. Reliance case. On Friday, an emergency hearing of the arbitration took place in Singapore, where Harish Salve appeared for Future Retail, acquired by Reliance Industries Limited.

While Davinder Singh, Singapore based lawyer, appeared on behalf of FCPL, Future Coupons Pvt Ltd. It is the holding company of Kishore Biyani. The former Solicitor General of India, Gopal Subramanium, appeared for Amazon.

Sources say that the hearing has lasted for 5 hours. And the arbitrator, V. K. Rajah, stated that he would deliver his judgment on or before Monday, October 26, 2020.

Analysts see it as a war between Jeff Bezos, the world’s richest man with a net worth of 204.6 billion USD, and the richest man of India, Mukesh Ambani, with a net value of 88.4 billion USD for control over the retail sector of India.

They added that the deal between Future Group and Reliance Industries is a hindrance for Amazon to tap the offline retail market in India and opened up enormous opportunities for its rival Reliance. India has 1.2 trillion USD worth of retail market, and only 7% of it is online. Ecommerce players of the country including, Amazon, JioMart, and Flipkart, are competing for it while also eying the remaining 93%.

Amazon’s agreement with the Future Group

According to Analysts, Amazon cannot acquire assets directly because of the FDI, foreign direct investment regulations. They added that Amazon is doing smaller deals with players like Shoppers Stop and Future Group and working as partners. On the other hand, Reliance would increase its grocery market share to almost 40% via the Future Group deal.

“Amazon is trying to get more offline assets so that when there are changes in FDI, they are in a better position to acquire these assets”

– Satish Meena.

Last year in August, Amazon had bought a 49% stake in the Future Coupons for 1,430 Crore INR, which owns 7.3% in Future Retail. It had a few conditions such as “a non-complete” clause and “right of first refusal” (RoFR) clause.

It means that Future Group cannot sell its shares without approval from Amazon. Moreover, the RoFR also gave Amazon the right to be the first to invest in Future Retail if the Future Group decided to sell its shares. There is another clause that mentions that Future Group cannot sell its assets with Amazon’s approval.

As per the sources, Future Group could not deal with individual-specific competing bodies without speaking to Amazon because of the non-competing clause. Moreover, the US e-commerce giant also has a call option to acquire all or part of the promoter’s shareholding between the third and tenth years as part of the agreement.

Amazon Winning the Interim Battle

Earlier on Monday, October 26, 2020, the arbitral tribunal at the Singapore International Arbitration Centre directed Future Group of Kishore Biyani to put its transaction with Reliance Retail Limited, led by billionaire Mukesh Ambani on hold for now.

It passed the interim direction after Amazon Inc initiated legal proceedings against Future Group earlier this month.

“We welcome the award of the Emergency Arbitrator. We are grateful for the order which grants all the reliefs that were sought. We remain committed to an expeditious conclusion of the arbitration process”

– Amazon Spokesperson.

Amazon believes that Future Group violated the agreement by making a deal with its rival Reliance.

Notably, the deal would have helped Reliance to double its footprint in India as the largest retailer.

Response of Reliance

While commenting about the matter, Reliance Retail Ventures Ltd stated that it had entered the transaction to acquire the assets and business of Future Retail Ltd under proper legal advice. It added that the rights and obligations are fully enforceable under the laws of India.

Reliance Retail Ventures Ltd is set to enforce its rights and complete the transactions as per the scheme terms and agreement with Future Group without any delay. Notably, the deal’s progress is likely to hinge because of the complex legal issue of whether an interim international arbitral order is enforceable in India or not.

The Rise of Reliance Retail

Reliance Retail Ventures Ltd, led by Mukesh Ambani, the richest man of India, has been on a finance spree since September. It has secured over 37,710 crore INR by selling stakes in its retail arm.

Notably, RRVL operates India’s largest, most profitable, and fastest-growing retail business. It has fording supermarkets, cash and carry wholesale business, consumer electronics chain stores, online grocery store JioMart, and fast-fashion outlets.

It operates more than 12,000 stores in over 7,000 towns across India, with 640 million footfalls across core consumer electronics, grocery, and apparel categories. Moreover, the revenue of Reliance Retail in the fiscal year 2020 stood at 1.63 lakh crore INR.

The latest investments secured by Reliance Retail enabled the firm to compete in both online and offline formats. The funds come as the country’s retail sector is preparing for the upcoming festival season and would help Reliance compete with its rivals, Amazon and Flipkart, owned by Walmart.

Advantages for Reliance with the Future Group Deal

Reliance would broaden its extensive reach across India with the acquisition of Future Group’s Big Bazaar grocery chain and 2000 retail stores.

It would offer even more force to India’s conglomerate and make its retail arm more attractive to potential investors.

“With this deal, Reliance’s dominance in the Indian market increases further, and the valuation that Reliance Retail will now command will be even more”

– Arvind Singhal.

Notably, Reliance has secured more than 20 million USD from global investors such as Facebook Inc by selling stakes in its digital business, Jio Platforms. Reliance is now also aiming to attract more investors in Reliance Retail over the next few quarters.

The acquisition would also help Reliance to extend its lead over its competitors.

Moreover, JioMart, the new e-commerce venture of Reliance that offers free express delivery from neighborhood stores, would also gain the Future Group deal’s upper hand because of its broader wholesale supplier base.

JioMart offers groceries, electronics, and apparel in more than 200 cities across India. It is a direct challenge for established online retailers such as Flipkart, owned by Walmart, and Amazon’s Indian unit.

“Reliance has essentially removed one competitor from the market and added Future’s loyal customer base to its portfolio”

– Harminder Sahni.

Notably, the Reliance-Future is a severe challenge for Flipkart and Amazon, and the likes of DMart.

Future Group to Challange the Singapore-based Arbitration Forum

The Future Group, while commenting on its part, stated that it had not sold any stake in the company. It added that the deal is merely about selling its assets. Hence, they have not violated any terms of the contract.

The statement hinted that the firm is likely to challenge the order by the Singapore-based arbitration forum for the 24,713 crore INR deal with the Mukesh Ambani-led Reliance Industries.

“FRL is examining the communication and the order. It may be noted that FRL is not a party to the agreement under which Amazon has invoked arbitration proceedings”

– Future Group.

The statement of the Future Group came in response to the interim order passed by the emergency arbitrator in the proceedings invoked by Amazon Inc., under shareholder’s deal with the Future Group’s promoters.

It hinted that the entity might challenge the arbitration order from the Singapore-based arbitration center to ensure that the deal between Reliance and the Future Group can proceed without any further delay.

The Future Group further added that FRL has legal advice that the FRL and its board members’ actions are in full compliance with the relevant agreements. Moreover, the arbitration proceedings under a deal to which FRL is not a party cannot hold back all stakeholders’ interests.

As per the FRL’s advice, all relevant agreements are administered by Indian Law and provisions of the Indian Arbitration Act. Moreover, the matter also raises numerous fundamental jurisdictional issues, which is the root of the value. Hence, the provisions of the Indian Arbitration Act in an appropriate forum would now test the order.

What’s Next?

Both Amazon Inc. and Future Group of Kishore Biyani are willing to opt for the arbitration to decide in an international center.

Gopal Subramanium, Amit Sibal, Gourab Banerji, and Alvin Yeo represented the Amazon team. At the same time, Advocate Harish Salve represented the Future Retail.

According to the sources, a three-member arbitration panel, with Future and Amazon, each appointing one representative and a third member as a neutral umpire, would decide on the trio dispute in 90 days.

Conclusion: Can Amazon Challenge Future-Reliance Deal?

Future Group has engaged Harish N Salve, a senior advocate for its legal dispute with Amazon Inc. The company can argue that Future Coupons are not part of the deal with Reliance Retail. Furthermore, they can add that it only involves its listed firm such as Future Lifestyle and Retail.

Amazon has sent the notice to Future Group with the allegation that the firm has not sought the US-based e-commerce giant’s approval before selling its retail assets to Reliance Industries.

Several industry sources stated that Amazon could not challenge the deal in the legal battle over the dispute.

Legal experts also added that the contractual rights of Amazon to purchase shares of Future Retail would come into force only after 2022. Hence, in any case, they cannot challenge them directly now.

There are contingent on rules changing by BJP-led government that bars FDI, foreign direct investment in retail. According to the contract, Amazon has the right to purchase a promoter stake in Future Retail only after 2022.

If the overseas investment rules are not amended, the e-commerce giant cannot acquire Future Retail shares. It is because that the foreign ownership rules would bar the ecommerce player from holding shares of selling entities on its platform.

Moreover, the Reliance deal only involves the listed entities of Future Group; hence the challenge is unlikely to affect it. At best, the US-based ecommerce giant could seek damages for the contract breach.

However, as the two firms opt to go for arbitration, it remains unclear whether the deal between Future Group and Reliance Retail Ltd would go through between the legal dispute.