In a regulatory filing, Future Coupons said that even if such claim is approved by arbitration or at any other judicial forum, it would be payable by promoters and there would not be any financial impact on the company.
“As an alternative to its claim and injunctive reliefs against the scheme, Amazon has sought for damages amounting to Rs 14,310,000,000 along with interest being the amount invested by Amazon into Future Coupons Pvt. Ltd.
Future Retail Ltd (FLR) also urged the Indian exchanges, the BSE and the NSE, to process its application for the deal with Reliance Retail, as the arbitrator’s order does not restrict market regulator SEBI or the exchanges from considering and approving the scheme.
It said that said that arbitrator’s order accepted Amazon’s contention that two separate shareholder agreements, one between Amazon and FRL’s promoters (to which FRL is not a party) and another between FRL and its promoter (to which Amazon is not a party) constitute one single integrated transaction and that by such a composite transaction, Amazon has an interest in and rights against FRL.
“This contention raised by Amazon is entirely misconceived,” it said.
Future said that, at best, Amazon’s claims are a contractual dispute between Amazon and the promoters of FRL, and Amazon has already initiated arbitration for the same.
It said that SEBI and the stock exchanges should consider the scheme independently on its merits, and as per SEBI regulations.
According to the company, a contractual dispute between the promoters of FRL and Amazon cannot restrict or interfere with the authority of the SEBI and the stock exchanges to approve the scheme involving the listed entity. The emergency arbitrator’s order cannot and does not in any manner restrict the SEBI or the stock exchanges from considering and approving the scheme.
“FRL therefore respectfully prays that BSE and NSE should continue to process our application for issuance of observation letter/no-objection letter permitting the captioned Scheme to be filed before the NCLT,” it said.
It noted that given that the order is premised on violation of SEBI Regulations it cannot and ought not to be accorded any sanctity by the SEBI, the NSE and the BSE.
It further asked the exchanges not the to take cognizance of Amazon’s recent letter, along with the emergency arbitrator’s order, as the FRL has complied with all the requirements of obtaining the requisite approval from Future Coupons Private Ltd, as was required in the Shareholders Agreement executed by FRL with its Promoters.