Majority of Future group’s secured creditors reject Reliance deal

Shareholders of the six listed Future Group companies voted on Wednesday. Bankers said all the large lenders had rejected the proposal.

Majority shareholders and unsecured creditors of Future Retail, Future Lifestyle Fashions, and other group firms have voted in favour of the scheme of amalgamation with Reliance Retail.

However, a majority of the secured creditors of four out of the five Future companies (for which voting results are announced) voted against the resolution required to pass Future Group’s Rs 25,000-crore scheme to sell most of its retail and logistics businesses to Reliance Group.

In Future Lifestyle Fashions, 81.91 per cent of the shareholders voted in favour of the scheme of amalgamation, and so did 93.93 per cent of the unsecured creditors.

However, 82.75 per cent of the company’s secured creditors voted against the scheme. In Future Retail, 85.94 per cent of the shareholders voted in favour of the scheme of amalgamation while 69.29 per cent of the secured creditors voted against the resolution, and 78.22 per cent of the Future Retail unsecured creditors voted in favour of the scheme.

In Future Supply Chains, 81.63 per cent of the secured creditors voted in favour of the scheme. In Future Consumer, 99.86 per cent of the shareholders voted in favour of the scheme of amalgamation while none of the secured creditors of the company voted for the resolution; 77.4 per cent of the Future Consumer unsecured creditors voted in favour of the scheme.

In Future Enterprises, 100 per cent of the shareholders voted in favour of the scheme while 100 per cent of the secured creditors voted against the scheme and 62.7 per cent of the unsecured creditors voted in favour.

At the time of going to press, the other resolution results were not declared on the exchanges. Voting was conducted after an order by the National Company Law Tribunal (NCLT) on February 28 following a Supreme Court order, which allowed Future Group a meeting of shareholders and creditors to seek approval for sale to Reliance Retail for Rs 24,713 crore.

Shareholders of the six listed Future Group companies voted on Wednesday. Bankers said all the large lenders had rejected the proposal.

Lenders rejected the slump sale of Kishore Biyani’s Future Group to Reliance Retail, multiple sources told Business Standard, after e-voting was conducted on Thursday, citing “uncertainty over the entire proposition” for rejecting the proposal.

After the lenders’ rejection, the only option for the resolution of Kishore Biyani’s retail chain is going to bankruptcy court.

Public sector lender Bank of India (BoI) has taken Future Retail Ltd (FRL) to the National Company Law Tribunal (NCLT) for initiating resolution proceedings under the Insolvency and Bankruptcy Code.

BoI, the lead bank in the consortium of lenders to Future Retail, has moved the NCLT in an attempt towards debt resolution. The exposure of the banks is estimated at around Rs 17,000 crore.

“The voting results have come at a time when the proceedings under the Insolvency and Bankruptcy Code have been initiated by banks against Future,” said Ashish Kumar Singh, managing partner of law firm Capstone Legal.

Sources had told Business Standard on Thursday there was no clarity from Reliance Group on its intention to go ahead with amalgamation with Future Group.

According to Future Retail’s filings on the exchanges last week, BoI served an advance intimation of filing an application under Section 7 of the IBC 2016 against the company. This is for non-payment in terms of the framework agreement entered into between the two parties.

“We have received a copy of the petition and are in the process of taking legal advice,” FRL said in its exchange filing.

The application is expected to come up before the Mumbai Bench of the NCLT. No date has been notified for this. Earlier Amazon had alleged these shareholders and other meetings were against their earlier deal with Future Group, which the latter said was in accordance with the NCLT order.

As part of the Rs 24,713-crore deal announced by Future Group in August 2020, FRL is to sell 19 companies operating in the retail, wholesale, logistics and warehousing segments to Reliance Retail Ventures. In February, Reliance Group began the takeover of 947 Future Group stores.

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