Enforcement Directorate seeks details of Future Coupons’ deal with Amazon

Mumbai: The Enforcement Directorate (ED) has sent a letter to Future Coupons (FCPL), a Kishore Biyani promoter entity, seeking details about the contours of its deal with Amazon. The query to FCPL, asking for the deal details, structure and process, is part of an investigation started by the agency after a Delhi High Court observation in December said Amazon’s agreements with Future Group companies if combined, could violate foreign exchange rules in India.”ED also wanted to understand the link between FCPL and other holding companies and what are the rights by Amazon in Future Retail by virtue of its stake in the promoter firm. FCPL has already reverted to their queries,” said two officials privy to the developments. Future Group did not respond to an email query by ET. Amazon indirectly owns a 5% stake in Future Retail, which runs all the departmental stores of the group – Big Bazaar, HyperCity, Easyday and Nilgiri’s. Amazon’s stake is held through the 49% ownership, bought in 2019 for Rs 1,500 crore, in FCPL. While Amazon was in talks to buy shares in Future Retail in 2018, an amended foreign ownership rule was announced that barred ecommerce companies from holding shares in entities selling on their platforms.81144474To ensure compliance, Amazon acquired the stake in FCPL instead and signed a separate agreement with an option to buy all or part of the promoters’ holding in Future Retail after three years. However, in August last year, Reliance Retail agreed to acquire the retail assets of Future Group in a deal that will see the merger of five listed entities, including Future Retail, into Future Enterprises (FEL) that currently houses the group’s retail backend infrastructure. The retail business will then be transferred to Reliance in a slump sale for nearly Rs 25,000 crore, obviating any need for a stake sale. Amazon, like other shareholders of these listed companies, will get shares in FEL, which will manage consumer goods and insurance businesses.Amazon approached the Singapore International Arbitration Centre (SIAC) alleging that Biyani breached its contract that gave the e-commerce giant the right of first refusal and barred a sale to entities including Reliance. Amazon has received an interim award in its favour from SIAC, and has appealed market regulator Sebi, and more recently the National Company Law Tribunal (NCLT), to halt the deal. In December, the high court had rejected FRL’s plea to stop Amazon from intervening in the transaction with Reliance.It, however, noted that the arbitration agreement was between promoter entity FCPL and Amazon, and not with FRL and conflating this to encompass all Future Group retail assets would violate foreign exchange rules. Amazon has also filed a petition in the Supreme Court to restore a Delhi High Court interim order putting the deal on hold after a division bench of the HC quashed the stay order nearly two weeks ago. The high court has said it will pass the judgement February 26.
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