Home / Companies / News /  Amazon to challenge Biyani’s FDI curb claim
Listen to this article Inc. is planning to counter Future Group’s contention that the Kishore Biyani-led group is bound to choose Reliance Industries Ltd as an acquirer instead of Amazon as an investor because of restrictions on foreign investments in India.

The American e-commerce giant plans to show that the 24,713 crore RIL-Future deal also entails foreign money flow into Future Retail as overseas investors hold a substantial stake in RIL and its unit Reliance Retail Ventures Ltd, two people familiar with Amazon’s plan said, requesting anonymity.

“If RIL can bring in money, Amazon can bring in more for Future Group if needed. The structure proposed by RIL can be easily created with another player to help Future with enough capital. Samara Capital’s name was proposed for this purpose only but Future had denied. There are other large investors who can be roped in. Amazon is still willing to help. Future needs just about $800 million as immediate capital," one of the two people cited above said.

The person was referring to the Indian conglomerate’s Reliance Retail Ventures unit raising 47,265 crore by selling a 10% stake to foreign investors. Foreign portfolio investors also own shares in parent RIL.

In 2018, private equity firm Samara and Amazon jointly bought Aditya Birla group’s food and grocery retail chain, More. The acquisition was through Witzig Advisory Services, a unit of Samara in which Amazon owns a minority stake.

Amazon may submit its argument on the fund flows to the Supreme Court next week.

Future Group’s counsel has been arguing that it was compelled to choose RIL because Amazon could not bail out Future given the foreign investment curbs on multi-brand retail.

Amazon plans to tell the court that even under the existing laws, money can be routed to help struggling Future Retail Ltd (FRL), somewhat similar to how RIL has structured its 24,713 crore purchase of retail and other assets of Future Group.

Amazon invested 1,431 crore in Future Coupons Pvt. Ltd in December 2019, which went straight to FRL as per the agreement between the Future Group and Amazon.

Amazon holds 49% in Future Coupons, which, in turn, owns 9.82% in FRL. The Biyani family owns 43.58% in FRL as promoters.

According to the proposed acquisition by RIL, multiple Future entities (including FRL) will merge into Future Enterprises Ltd, post which retail and wholesale undertaking (including FRL, Big Bazaar, Easy Day and other retail stores) will be transferred to Reliance Retail Venture’s wholly-owned subsidiary Reliance Retail and Fashion Lifestyle Ltd.

RIL holds 85.06% in Reliance Retail Ventures, while foreign investors own 10.09%.

While Amazon holds a minority interest in Future Coupons, foreign shareholders hold minority interests in Reliance Retail Ventures.

Spokespeople for Amazon, Future Group, Samara Capital and RIL did not immediately respond to emails seeking comment.

The two people mentioned above said that as much as 31.7% stake in Reliance Retail Ventures’ two wholly-owned subsidiaries—Reliance Retail Ltd and Reliance Retail and Fashion Lifestyle Ltd—is effectively held and controlled by foreign investors.

This is because foreign investors hold 25.41% stake in RIL (which owns 85.06% in Reliance Retail Ventures; foreign investors also own a 10% stake in Reliance Retail Ventures). On Tuesday, the Supreme Court completed the hearing and reserved its judgement in the case.

However, Amazon had separately appealed before the apex court against a division bench ruling of the Delhi high court that stayed arbitration proceedings at Singapore International Arbitration Centre (SIAC) regarding the Amazon-Future dispute.

A hearing related to this appeal is likely to come up next week and that’s where Amazon is planning to submit in an affidavit its argument regarding foreign money flow into FRL.

Arbitration proceedings were supposed to resume at SIAC on 5 January but have been kept on hold following the Delhi high court’s division bench ruling.

The Big Bazaar and Easyday retail chain owner has pleaded to the Supreme Court to let it proceed with the RIL deal. Its counsel, senior advocate Harish Salve, said if the deal does not go through, close to 30,000 jobs would be lost.

Amazon’s counsel, Gopal Subramanium, has said that his Seattle-based client has always been open to extending help to the Future Group.

But, during the last hearing, Salve rejected it, citing local regulations.

India’s policy on multi-brand retail allows up to 51% foreign holding, but states can decide whether to allow foreign-retailers in their jurisdictions.

Salve asked the court to allow Future to proceed with securing approvals for the deal from shareholders, the antitrust regulator, and company courts.

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