The group owns flagship brands such as Big Bazaar, Easy Day, FBB, Heritage, and several others. Yet, Biyani’s fall to disgrace was sudden, unexpected, and almost irrecoverable.
India, the one-billion plus market
Given India’s market size, its growing middle-class population and rising disposable income, it is hard for any multinational corporation to ignore. Before the pandemic, India’s retail market was estimated to be worth $850 billion annually.
Three years ago Amazon, the original investor, injected $192 million into the debt-ridden Indian retailer Future Group to steady the ship. The online giant wanted a strong foothold in the Indian retail offline marketplace.
Part of Amazon’s agreement in 2019 was disallowing Future Group from selling its 1,500-strong retail stores to the Indian conglomerate Reliance, owned by Mukesh Ambani.
But the Covid-19 outbreak and nationwide lockdowns pushed the retail industry into an abyss.
With the pandemic exasperating Biyani’s financial burden and leaving him more bankrupt than ever, he found Ambani as the only rescuer. Biyani, breaching the contract with Amazon, pledged his assets for a $US3.4 billion-worth deal with Reliance in August 2020.
Unsurprisingly, Amazon launched legal proceedings against the Reliance-Future deal effectively placing the new contract in limbo.
Ambani owns India’s largest retail empire controlling about 37 million square feet of retail space and Future is the country’s second-largest retailer. If the Indian billionaire manages to acquire Future Group, it gives him an unparalleled advantage over the retail market of India, with 1.4 billion consumers.
Through Future’s hostile takeover, Reliance can effectively control one-third of India’s brick-and-mortar stores in an otherwise fragmented modern retail.
“From Reliance’s perspective, the takeover of Future Group stores is important to cement its leadership position in the modern retail segment. From Amazon’s perspective, India is a vital long-term growth market, being the only one-billion plus population single market available to it,” said Devangshu Dutta, founder of the retail consultancy firm Third Eyesight.
Out-of-court settlement talks failed.
But what happened in February this year was almost unheard of in the Indian corporate world. Terminating its leases with the Future Group, Reliance began to physically take over hundreds of properties operated by Future with the utmost stealth.
But Amazon has recently alleged that Future Retail’s independent directors colluded with Reliance to transfer the control of 835 stores – not a forced takeover as it is staged.
It is “nothing but a sham and a false narrative to regulators, creditors, the shareholders, and the Courts”, Amazon wrote in May.
What should have been a routine commercial dispute between private entities has snowballed into a bitter corporate war, the end of which is unseen in the foreseeable future.
The Future looks bleak
From the Indian courts and regulatory bodies to the Singapore International Arbitration Court, the business titans have chosen every public platform to deride each other via media statements and front-page newspaper advertisements.
“Dominance by large food and grocery retailers is a particularly sensitive subject the world over, and pushback especially against foreign retailers in this sector has been seen in many other countries around the world. Foreign investors need to ensure that their business strategies and corporate structures are fully compliant with the law at any given point of time,” said Dutta.
After multiple rounds of litigation and counter-arguments over where the battle should be fought, the legal proceedings are currently under the dedicated tribunal of the Corporate Insolvency Resolution Process (CIRP). This will have an impact on all pending petitions.
“The law is clear. In case of a company going into the IBC (Insolvency and Bankruptcy Code), everything has to be taken up in terms of IBC,” said Saurabh Kalia, senior corporate lawyer and partner at the law firm Sasttra Legal.
These judicial proceedings are expensive, cumbersome, and resource-intensive.
“For everyone, it’s a learning curve. Looking into the various intricacies of the matter, definitely a lot of corporations will take a cue on how the legal and business proceedings have to be taken up,” he said.
“We still don’t know how this will proceed since it will ultimately depend on how the litigation will go ahead. It’s difficult to say who has the edge for now,” added Kalia, who has extensive experience in handling corporate legal fights.
While it is still unclear who will emerge as a winner or unscathed, those who follow the retail market unanimously agree that there is one definite loser: Future Group.
“I believe the entire future of Future Group hangs in the balance. While there is no clear winner yet, ultimately, they’re the losers despite whichever way the legal proceedings go. Because of the financial implications, Future Group is facing. They’re the biggest loser,” said Kalia.