The BSE on Wednesday said, based on the comment offered by SEBI, it has no adverse observations on the listing or de-listing requirements and the company can file the scheme with National Company Law Tribunal (NCLT). As part of the deal, the retail and wholesale undertaking of Future Group will be transferred to Reliance Retail and Fashion Lifestyle Limited (RRFLL), a wholly-owned subsidiary of Reliance Retail Ventures Ltd (RRVL). The logistics and warehousing undertaking will be transferred to RRVL directly.
The stock exchange, however, said the company should ensure that any future disputes, complaints, regulatory actions or proceedings, or orders involving the draft scheme should be brought to the notice of shareholders prior to the approval by NCLT.
“The details of the complaints made by Amazon, the submissions of Future Retail Limited and the counter submissions of Amazon and all the proceedings pending and completed in the Delhi High Court and the award of emergency Arbitrator in the Singapore International Arbitration Centre should be brought to the notice of the shareholders of the listed entities involved in the scheme while taking shareholder approval on the scheme. Also, the details should also be brought to the notice of NCLT while filing the draft scheme for their approval,” BSE said in its observation letter.
Reliance Retail Ventures Ltd, a unit of Reliance Industries, agreed to buy the retail assets of Future Group on a slump sale basis for about Rs 25,000 crore, it was announced in August. Amazon, which owns a 49% stake in Future Coupons Pvt Ltd (FCPL), a Future Group holding company, objected to the deal. Since October, Amazon has asked Sebi nearly eight times to direct Indian stock exchanges not to issue any no-objection or approval letters to FRL.
The Competition Commission of India (CCI) has already approved the deal, and after clearance from Sebi, Future Group will need approval from NCLT in addition to no-objection certificates from creditors and minority shareholders.