future group case study pdf

• Search Menu

Sign in through your institution

• Browse content in Arts and Humanities
• Browse content in Archaeology
• Anglo-Saxon and Medieval Archaeology
• Archaeological Methodology and Techniques
• Archaeology by Region
• Archaeology of Religion
• Archaeology of Trade and Exchange
• Biblical Archaeology
• Contemporary and Public Archaeology
• Environmental Archaeology
• Historical Archaeology
• History and Theory of Archaeology
• Industrial Archaeology
• Landscape Archaeology
• Mortuary Archaeology
• Prehistoric Archaeology
• Underwater Archaeology
• Zooarchaeology
• Browse content in Architecture
• Architectural Structure and Design
• History of Architecture
• Residential and Domestic Buildings
• Theory of Architecture
• Browse content in Art
• Art Subjects and Themes
• History of Art
• Industrial and Commercial Art
• Theory of Art
• Biographical Studies
• Byzantine Studies
• Browse content in Classical Studies
• Classical History
• Classical Philosophy
• Classical Mythology
• Classical Numismatics
• Classical Literature
• Classical Reception
• Classical Art and Architecture
• Classical Oratory and Rhetoric
• Greek and Roman Papyrology
• Greek and Roman Epigraphy
• Greek and Roman Law
• Greek and Roman Archaeology
• Late Antiquity
• Religion in the Ancient World
• Social History
• Digital Humanities
• Browse content in History
• Colonialism and Imperialism
• Diplomatic History
• Environmental History
• Genealogy, Heraldry, Names, and Honours
• Genocide and Ethnic Cleansing
• Historical Geography
• History by Period
• History of Emotions
• History of Agriculture
• History of Education
• History of Gender and Sexuality
• Industrial History
• Intellectual History
• International History
• Labour History
• Legal and Constitutional History
• Local and Family History
• Maritime History
• Military History
• National Liberation and Post-Colonialism
• Oral History
• Political History
• Public History
• Regional and National History
• Revolutions and Rebellions
• Slavery and Abolition of Slavery
• Social and Cultural History
• Theory, Methods, and Historiography
• Urban History
• World History
• Browse content in Language Teaching and Learning
• Language Learning (Specific Skills)
• Language Teaching Theory and Methods
• Browse content in Linguistics
• Applied Linguistics
• Cognitive Linguistics
• Computational Linguistics
• Forensic Linguistics
• Grammar, Syntax and Morphology
• Historical and Diachronic Linguistics
• History of English
• Language Evolution
• Language Reference
• Language Acquisition
• Language Variation
• Language Families
• Lexicography
• Linguistic Anthropology
• Linguistic Theories
• Linguistic Typology
• Phonetics and Phonology
• Psycholinguistics
• Sociolinguistics
• Translation and Interpretation
• Writing Systems
• Browse content in Literature
• Bibliography
• Children's Literature Studies
• Literary Studies (Romanticism)
• Literary Studies (American)
• Literary Studies (Asian)
• Literary Studies (European)
• Literary Studies (Eco-criticism)
• Literary Studies (Modernism)
• Literary Studies - World
• Literary Studies (1500 to 1800)
• Literary Studies (19th Century)
• Literary Studies (20th Century onwards)
• Literary Studies (African American Literature)
• Literary Studies (British and Irish)
• Literary Studies (Early and Medieval)
• Literary Studies (Fiction, Novelists, and Prose Writers)
• Literary Studies (Gender Studies)
• Literary Studies (Graphic Novels)
• Literary Studies (History of the Book)
• Literary Studies (Plays and Playwrights)
• Literary Studies (Poetry and Poets)
• Literary Studies (Postcolonial Literature)
• Literary Studies (Queer Studies)
• Literary Studies (Science Fiction)
• Literary Studies (Travel Literature)
• Literary Studies (War Literature)
• Literary Studies (Women's Writing)
• Literary Theory and Cultural Studies
• Mythology and Folklore
• Shakespeare Studies and Criticism
• Browse content in Media Studies
• Browse content in Music
• Applied Music
• Dance and Music
• Ethics in Music
• Ethnomusicology
• Gender and Sexuality in Music
• Medicine and Music
• Music Cultures
• Music and Media
• Music and Religion
• Music and Culture
• Music Education and Pedagogy
• Music Theory and Analysis
• Musical Scores, Lyrics, and Libretti
• Musical Structures, Styles, and Techniques
• Musicology and Music History
• Performance Practice and Studies
• Race and Ethnicity in Music
• Sound Studies
• Browse content in Performing Arts
• Browse content in Philosophy
• Aesthetics and Philosophy of Art
• Epistemology
• Feminist Philosophy
• History of Western Philosophy
• Metaphysics
• Moral Philosophy
• Non-Western Philosophy
• Philosophy of Language
• Philosophy of Mind
• Philosophy of Perception
• Philosophy of Science
• Philosophy of Action
• Philosophy of Law
• Philosophy of Religion
• Philosophy of Mathematics and Logic
• Practical Ethics
• Social and Political Philosophy
• Browse content in Religion
• Biblical Studies
• Christianity
• East Asian Religions
• History of Religion
• Judaism and Jewish Studies
• Qumran Studies
• Religion and Education
• Religion and Health
• Religion and Politics
• Religion and Science
• Religion and Law
• Religion and Art, Literature, and Music
• Religious Studies
• Browse content in Society and Culture
• Cookery, Food, and Drink
• Cultural Studies
• Customs and Traditions
• Ethical Issues and Debates
• Hobbies, Games, Arts and Crafts
• Natural world, Country Life, and Pets
• Popular Beliefs and Controversial Knowledge
• Sports and Outdoor Recreation
• Technology and Society
• Travel and Holiday
• Visual Culture
• Browse content in Law
• Arbitration
• Browse content in Company and Commercial Law
• Commercial Law
• Company Law
• Browse content in Comparative Law
• Systems of Law
• Competition Law
• Browse content in Constitutional and Administrative Law
• Government Powers
• Judicial Review
• Local Government Law
• Military and Defence Law
• Parliamentary and Legislative Practice
• Construction Law
• Contract Law
• Browse content in Criminal Law
• Criminal Procedure
• Criminal Evidence Law
• Sentencing and Punishment
• Employment and Labour Law
• Environment and Energy Law
• Browse content in Financial Law
• Banking Law
• Insolvency Law
• History of Law
• Human Rights and Immigration
• Intellectual Property Law
• Browse content in International Law
• Private International Law and Conflict of Laws
• Public International Law
• IT and Communications Law
• Jurisprudence and Philosophy of Law
• Law and Politics
• Law and Society
• Browse content in Legal System and Practice
• Courts and Procedure
• Legal Skills and Practice
• Legal System - Costs and Funding
• Primary Sources of Law
• Regulation of Legal Profession
• Medical and Healthcare Law
• Browse content in Policing
• Criminal Investigation and Detection
• Police and Security Services
• Police Procedure and Law
• Police Regional Planning
• Browse content in Property Law
• Personal Property Law
• Restitution
• Study and Revision
• Terrorism and National Security Law
• Browse content in Trusts Law
• Wills and Probate or Succession
• Browse content in Medicine and Health
• Browse content in Allied Health Professions
• Arts Therapies
• Clinical Science
• Dietetics and Nutrition
• Occupational Therapy
• Operating Department Practice
• Physiotherapy
• Radiography
• Speech and Language Therapy
• Browse content in Anaesthetics
• General Anaesthesia
• Clinical Neuroscience
• Browse content in Clinical Medicine
• Acute Medicine
• Cardiovascular Medicine
• Clinical Genetics
• Clinical Pharmacology and Therapeutics
• Dermatology
• Endocrinology and Diabetes
• Gastroenterology
• Genito-urinary Medicine
• Geriatric Medicine
• Infectious Diseases
• Medical Toxicology
• Medical Oncology
• Pain Medicine
• Palliative Medicine
• Rehabilitation Medicine
• Respiratory Medicine and Pulmonology
• Rheumatology
• Sleep Medicine
• Sports and Exercise Medicine
• Community Medical Services
• Critical Care
• Emergency Medicine
• Forensic Medicine
• Haematology
• History of Medicine
• Browse content in Medical Skills
• Clinical Skills
• Communication Skills
• Nursing Skills
• Surgical Skills
• Browse content in Medical Dentistry
• Oral and Maxillofacial Surgery
• Paediatric Dentistry
• Restorative Dentistry and Orthodontics
• Surgical Dentistry
• Medical Ethics
• Medical Statistics and Methodology
• Browse content in Neurology
• Clinical Neurophysiology
• Neuropathology
• Nursing Studies
• Browse content in Obstetrics and Gynaecology
• Gynaecology
• Occupational Medicine
• Ophthalmology
• Otolaryngology (ENT)
• Browse content in Paediatrics
• Neonatology
• Browse content in Pathology
• Chemical Pathology
• Clinical Cytogenetics and Molecular Genetics
• Histopathology
• Medical Microbiology and Virology
• Patient Education and Information
• Browse content in Pharmacology
• Psychopharmacology
• Browse content in Popular Health
• Caring for Others
• Complementary and Alternative Medicine
• Self-help and Personal Development
• Browse content in Preclinical Medicine
• Cell Biology
• Molecular Biology and Genetics
• Reproduction, Growth and Development
• Primary Care
• Professional Development in Medicine
• Browse content in Psychiatry
• Addiction Medicine
• Child and Adolescent Psychiatry
• Forensic Psychiatry
• Learning Disabilities
• Old Age Psychiatry
• Psychotherapy
• Browse content in Public Health and Epidemiology
• Epidemiology
• Public Health
• Browse content in Radiology
• Clinical Radiology
• Interventional Radiology
• Nuclear Medicine
• Radiation Oncology
• Reproductive Medicine
• Browse content in Surgery
• Cardiothoracic Surgery
• Gastro-intestinal and Colorectal Surgery
• General Surgery
• Neurosurgery
• Paediatric Surgery
• Peri-operative Care
• Plastic and Reconstructive Surgery
• Surgical Oncology
• Transplant Surgery
• Trauma and Orthopaedic Surgery
• Vascular Surgery
• Browse content in Science and Mathematics
• Browse content in Biological Sciences
• Aquatic Biology
• Biochemistry
• Bioinformatics and Computational Biology
• Developmental Biology
• Ecology and Conservation
• Evolutionary Biology
• Genetics and Genomics
• Microbiology
• Molecular and Cell Biology
• Natural History
• Plant Sciences and Forestry
• Research Methods in Life Sciences
• Structural Biology
• Systems Biology
• Zoology and Animal Sciences
• Browse content in Chemistry
• Analytical Chemistry
• Computational Chemistry
• Crystallography
• Environmental Chemistry
• Industrial Chemistry
• Inorganic Chemistry
• Materials Chemistry
• Medicinal Chemistry
• Mineralogy and Gems
• Organic Chemistry
• Physical Chemistry
• Polymer Chemistry
• Study and Communication Skills in Chemistry
• Theoretical Chemistry
• Browse content in Computer Science
• Artificial Intelligence
• Computer Architecture and Logic Design
• Game Studies
• Human-Computer Interaction
• Mathematical Theory of Computation
• Programming Languages
• Software Engineering
• Systems Analysis and Design
• Virtual Reality
• Browse content in Computing
• Business Applications
• Computer Security
• Computer Games
• Computer Networking and Communications
• Digital Lifestyle
• Graphical and Digital Media Applications
• Operating Systems
• Browse content in Earth Sciences and Geography
• Atmospheric Sciences
• Environmental Geography
• Geology and the Lithosphere
• Maps and Map-making
• Meteorology and Climatology
• Oceanography and Hydrology
• Palaeontology
• Physical Geography and Topography
• Regional Geography
• Soil Science
• Urban Geography
• Browse content in Engineering and Technology
• Agriculture and Farming
• Biological Engineering
• Civil Engineering, Surveying, and Building
• Electronics and Communications Engineering
• Energy Technology
• Engineering (General)
• Environmental Science, Engineering, and Technology
• History of Engineering and Technology
• Mechanical Engineering and Materials
• Technology of Industrial Chemistry
• Transport Technology and Trades
• Browse content in Environmental Science
• Applied Ecology (Environmental Science)
• Conservation of the Environment (Environmental Science)
• Environmental Sustainability
• Environmentalist Thought and Ideology (Environmental Science)
• Management of Land and Natural Resources (Environmental Science)
• Natural Disasters (Environmental Science)
• Nuclear Issues (Environmental Science)
• Pollution and Threats to the Environment (Environmental Science)
• Social Impact of Environmental Issues (Environmental Science)
• History of Science and Technology
• Browse content in Materials Science
• Ceramics and Glasses
• Composite Materials
• Metals, Alloying, and Corrosion
• Nanotechnology
• Browse content in Mathematics
• Applied Mathematics
• Biomathematics and Statistics
• History of Mathematics
• Mathematical Education
• Mathematical Finance
• Mathematical Analysis
• Numerical and Computational Mathematics
• Probability and Statistics
• Pure Mathematics
• Browse content in Neuroscience
• Cognition and Behavioural Neuroscience
• Development of the Nervous System
• Disorders of the Nervous System
• History of Neuroscience
• Invertebrate Neurobiology
• Molecular and Cellular Systems
• Neuroendocrinology and Autonomic Nervous System
• Neuroscientific Techniques
• Sensory and Motor Systems
• Browse content in Physics
• Astronomy and Astrophysics
• Atomic, Molecular, and Optical Physics
• Biological and Medical Physics
• Classical Mechanics
• Computational Physics
• Condensed Matter Physics
• Electromagnetism, Optics, and Acoustics
• History of Physics
• Mathematical and Statistical Physics
• Measurement Science
• Nuclear Physics
• Particles and Fields
• Plasma Physics
• Quantum Physics
• Relativity and Gravitation
• Semiconductor and Mesoscopic Physics
• Browse content in Psychology
• Affective Sciences
• Clinical Psychology
• Cognitive Psychology
• Cognitive Neuroscience
• Criminal and Forensic Psychology
• Developmental Psychology
• Educational Psychology
• Evolutionary Psychology
• Health Psychology
• History and Systems in Psychology
• Music Psychology
• Neuropsychology
• Organizational Psychology
• Psychological Assessment and Testing
• Psychology of Human-Technology Interaction
• Psychology Professional Development and Training
• Research Methods in Psychology
• Social Psychology
• Browse content in Social Sciences
• Browse content in Anthropology
• Anthropology of Religion
• Human Evolution
• Medical Anthropology
• Physical Anthropology
• Regional Anthropology
• Social and Cultural Anthropology
• Theory and Practice of Anthropology
• Browse content in Business and Management
• Business Ethics
• Business Strategy
• Business History
• Business and Technology
• Business and Government
• Business and the Environment
• Comparative Management
• Corporate Governance
• Corporate Social Responsibility
• Entrepreneurship
• Health Management
• Human Resource Management
• Industrial and Employment Relations
• Industry Studies
• Information and Communication Technologies
• International Business
• Knowledge Management
• Management and Management Techniques
• Operations Management
• Organizational Theory and Behaviour
• Pensions and Pension Management
• Public and Nonprofit Management
• Social Issues in Business and Management
• Strategic Management
• Supply Chain Management
• Browse content in Criminology and Criminal Justice
• Criminal Justice
• Criminology
• Forms of Crime
• International and Comparative Criminology
• Youth Violence and Juvenile Justice
• Development Studies
• Browse content in Economics
• Agricultural, Environmental, and Natural Resource Economics
• Asian Economics
• Behavioural Finance
• Behavioural Economics and Neuroeconomics
• Econometrics and Mathematical Economics
• Economic History
• Economic Systems
• Economic Methodology
• Economic Development and Growth
• Financial Markets
• Financial Institutions and Services
• General Economics and Teaching
• Health, Education, and Welfare
• History of Economic Thought
• International Economics
• Labour and Demographic Economics
• Law and Economics
• Macroeconomics and Monetary Economics
• Microeconomics
• Public Economics
• Urban, Rural, and Regional Economics
• Welfare Economics
• Browse content in Education
• Adult Education and Continuous Learning
• Care and Counselling of Students
• Early Childhood and Elementary Education
• Educational Equipment and Technology
• Educational Strategies and Policy
• Higher and Further Education
• Organization and Management of Education
• Philosophy and Theory of Education
• Schools Studies
• Secondary Education
• Teaching of a Specific Subject
• Teaching of Specific Groups and Special Educational Needs
• Teaching Skills and Techniques
• Browse content in Environment
• Applied Ecology (Social Science)
• Climate Change
• Conservation of the Environment (Social Science)
• Environmentalist Thought and Ideology (Social Science)
• Management of Land and Natural Resources (Social Science)
• Natural Disasters (Environment)
• Pollution and Threats to the Environment (Social Science)
• Social Impact of Environmental Issues (Social Science)
• Sustainability
• Browse content in Human Geography
• Cultural Geography
• Economic Geography
• Political Geography
• Browse content in Interdisciplinary Studies
• Communication Studies
• Museums, Libraries, and Information Sciences
• Browse content in Politics
• African Politics
• Asian Politics
• Chinese Politics
• Comparative Politics
• Conflict Politics
• Elections and Electoral Studies
• Environmental Politics
• Ethnic Politics
• European Union
• Foreign Policy
• Gender and Politics
• Human Rights and Politics
• Indian Politics
• International Relations
• International Organization (Politics)
• Irish Politics
• Latin American Politics
• Middle Eastern Politics
• Political Behaviour
• Political Economy
• Political Institutions
• Political Methodology
• Political Communication
• Political Philosophy
• Political Sociology
• Political Theory
• Politics and Law
• Politics of Development
• Public Policy
• Public Administration
• Qualitative Political Methodology
• Quantitative Political Methodology
• Regional Political Studies
• Russian Politics
• Security Studies
• State and Local Government
• UK Politics
• US Politics
• Browse content in Regional and Area Studies
• African Studies
• Asian Studies
• East Asian Studies
• Japanese Studies
• Latin American Studies
• Middle Eastern Studies
• Native American Studies
• Scottish Studies
• Browse content in Research and Information
• Research Methods
• Browse content in Social Work
• Addictions and Substance Misuse
• Adoption and Fostering
• Care of the Elderly
• Child and Adolescent Social Work
• Couple and Family Social Work
• Direct Practice and Clinical Social Work
• Emergency Services
• Human Behaviour and the Social Environment
• International and Global Issues in Social Work
• Mental and Behavioural Health
• Social Justice and Human Rights
• Social Policy and Advocacy
• Social Work and Crime and Justice
• Social Work Macro Practice
• Social Work Practice Settings
• Social Work Research and Evidence-based Practice
• Welfare and Benefit Systems
• Browse content in Sociology
• Childhood Studies
• Community Development
• Comparative and Historical Sociology
• Disability Studies
• Economic Sociology
• Gender and Sexuality
• Gerontology and Ageing
• Health, Illness, and Medicine
• Marriage and the Family
• Migration Studies
• Occupations, Professions, and Work
• Organizations
• Population and Demography
• Race and Ethnicity
• Social Theory
• Social Movements and Social Change
• Social Research and Statistics
• Social Stratification, Inequality, and Mobility
• Sociology of Religion
• Sociology of Education
• Sport and Leisure
• Urban and Rural Studies
• Browse content in Warfare and Defence
• Defence Strategy, Planning, and Research
• Land Forces and Warfare
• Military Administration
• Military Life and Institutions
• Naval Forces and Warfare
• Other Warfare and Defence Issues
• Peace Studies and Conflict Resolution
• Weapons and Equipment

• < Previous chapter
• Next chapter >

19 Future of the ‘Future Group’: A Case Study on an E-commerce Retail—The Giant ‘Future Group’

• Published: August 2022
• Cite Icon Cite
• Permissions Icon Permissions

To be, or not to be. the Hamletian dilemma has often dogged Future Group founder and CEO Kishore Biyani. He has often been candid about his ambitious plans, but hasn’t been able to walk the talk so far. Biyani’s announcements about his new ventures and exits from the existing ones, apart from fundraising to fuel future expansion, have only one thing in common—remarkable inconsistency. The present study is devoted to search for the probable causes of the financial crises faced by the conglomerate group. The study is intended to learn the areas where the decisions of the retail tycoon went wrong and the effect of inappropriate decisions on the organization. The study also highlights the present condition and the corona effect on the organization. This is probably the best example of ineffectual handling of finances, indecent assessment of financial and business risk and erroneous as well inconsistent portfolio management.

Personal account

• Sign in with email/username & password
• Get email alerts
• Save searches
• Purchase content
• Activate your purchase/trial code
• Add your ORCID iD

Institutional access

Sign in with a library card.

• Sign in with username/password
• Recommend to your librarian
• Institutional account management
• Get help with access

Access to content on Oxford Academic is often provided through institutional subscriptions and purchases. If you are a member of an institution with an active account, you may be able to access content in one of the following ways:

IP based access

Typically, access is provided across an institutional network to a range of IP addresses. This authentication occurs automatically, and it is not possible to sign out of an IP authenticated account.

Choose this option to get remote access when outside your institution. Shibboleth/Open Athens technology is used to provide single sign-on between your institution’s website and Oxford Academic.

• Click Sign in through your institution.
• Select your institution from the list provided, which will take you to your institution's website to sign in.
• When on the institution site, please use the credentials provided by your institution. Do not use an Oxford Academic personal account.
• Following successful sign in, you will be returned to Oxford Academic.

If your institution is not listed or you cannot sign in to your institution’s website, please contact your librarian or administrator.

Enter your library card number to sign in. If you cannot sign in, please contact your librarian.

Society Members

Society member access to a journal is achieved in one of the following ways:

Sign in through society site

Many societies offer single sign-on between the society website and Oxford Academic. If you see ‘Sign in through society site’ in the sign in pane within a journal:

• Click Sign in through society site.
• When on the society site, please use the credentials provided by that society. Do not use an Oxford Academic personal account.

If you do not have a society account or have forgotten your username or password, please contact your society.

Sign in using a personal account

Some societies use Oxford Academic personal accounts to provide access to their members. See below.

A personal account can be used to get email alerts, save searches, purchase content, and activate subscriptions.

Some societies use Oxford Academic personal accounts to provide access to their members.

Viewing your signed in accounts

Click the account icon in the top right to:

• View your signed in personal account and access account management features.
• View the institutional accounts that are providing access.

Signed in but can't access content

Oxford Academic is home to a wide variety of products. The institutional subscription may not cover the content that you are trying to access. If you believe you should have access to that content, please contact your librarian.

For librarians and administrators, your personal account also provides access to institutional account management. Here you will find options to view and activate subscriptions, manage institutional settings and access options, access usage statistics, and more.

Our books are available by subscription or purchase to libraries and institutions.

• About Oxford Academic
• Publish journals with us
• University press partners
• What we publish
• New features  
• Open access
• Rights and permissions
• Accessibility
• Advertising
• Media enquiries
• Oxford University Press
• Oxford Languages
• University of Oxford

Oxford University Press is a department of the University of Oxford. It furthers the University's objective of excellence in research, scholarship, and education by publishing worldwide

• Copyright © 2024 Oxford University Press
• Cookie settings
• Cookie policy
• Privacy policy
• Legal notice

This Feature Is Available To Subscribers Only

Sign In or Create an Account

This PDF is available to Subscribers Only

For full access to this pdf, sign in to an existing account, or purchase an annual subscription.

• Business Business Topics Big Shots Startups Brand Games Juicy Scams Under Business
• Finance Finance Topics News Platter Tax Club Macro Moves Your Money Under Finance
• Invest Invest Topics Stock Market Financial Ratios Investor's Psychology Mutual Funds Under Invest

Trending Topics

The downfall of future retail.

Pratiksha Mahawar

Created on 03 Feb 2021

Wraps up in 7 Min

Read by 25k people

Updated on 10 Sep 2022

The story of Future Retail is a classic story of riches to rags. Once a market leader of the retail segment, Future Retail's poor management eventually led the entire company to an unfortunate sell-off. 

If you have been following the news, then you must be aware of the feud between Reliance and Amazon over Future Retail. Reliance Retail has bought Future Retail from Kishore Biyani. The present scenario of Future Retail's business raises quite a lot of questions like the following:

"Why has Future Retail been sold?"

"Why are Reliance and Amazon fighting over Future Retail?"

"What led to the ultimate downfall of Future Retail?"

Future Retail has been a prominent player in the Indian retail market with stores like Big Bazaar Central, Brand Factory, etc. You all must have visited these stores sometimes. But since February 2020, the company's business operation started facing problems, and the Future Retail share price has fallen from Rs 377.10 on February 13, 2020, to Rs 77.60 (on February 3 2021). 

The company was unable to pay off its debt, and ultimately, Kishore Biyani (the founder and CEO of the future group) had to sell the company to Reliance Retail. However, even this deal with Reliance is now facing problems from Amazon.

Why did that happen? Let's go through the Journey of Future Retail and understand the reason behind its eventual downfall.

The Journey of Future Retail

How Kishore Biyani started the Journey

Kishore Biyani, a graduate from H.R. College, Mumbai who comes from a business family, wanted to start something new. He was not interested in his family business. He started a garment manufacturing company called Manz Wear in 1987 and was selling men's apparel. He also started brands like BARE and John Miller to capture the market after the liberalisation. It was in 1997 when Biyani entered the retail business by launching the first Pantaloons outlet in Kolkata.

The brands and stores were performing very well in the Indian market. Biyani was able to reap the fruit of the liberalisation of 1991 and thus capture the market. Again in 2001, he diversified his business and started Big Bazaar, which is considered as his biggest success. A series of Big Bazaar stores were launched all over the country.

Big Bazaar was replicating the old busy and chaotic marketplace which the Indian were used to. It was providing this marketplace in a western, supermarket format. These stores were getting a lot of love by the Indian customers, and over the next six years, more than a 100 new Big Bazaar stores were opened to consolidate the retail market.

Biyani was opening a series of stores such as supermarkets, electronics stores, retail stores selling furniture, apparel brands, and multi-brand retail chains. He was also acquiring various neighbourhood grocery markets. Biyani also brought in more brands and labels such as FBB, Central, Home town etc. In the process, many stores were hived off as well because of high pressure on the company's finances due to the company's huge expansion.

After that, Future Retail had to function in the era under the UPA government. The UPA govt was keen to open the retail market for global players like Walmart, Tesco. Biyani was against this, but eventually, the global players came in.

Biyani further diversified into Future Generali Indian Insurance in 2007, which proved to be costly later.

The company was able to cope up with the global  economic crisis in 2008 , by spending and borrowing too much to retain the market share. However, later, Biyani borrowed too much to stay active in the market.

Eventually, the debt of the company increased to Rs 12,778 crore as of September 30, 2019, and all the shares of the promoters were pledged to the lenders.

The company faced a crackdown during the COVID-19 pandemic and had to pay Rs 100 crore of interest on its foreign bonds on August 24, 2020, to avoid getting default.

On August 29, 2020, Reliance Retail (the subsidiary of Reliance Industries) announced that it is buying the retail and wholesale business and the logistics and warehousing business from the Future Group for ₹24,713 crores. 

Reasons behind the fall of Future Retail:

Too much Diversification

The main problem of the Future Group and Kishore Biyani was too much  Diversification . The speed of expansion, acquisition of more retail assets left the company burdened with huge debt, which led to a rating downgrade as well.

In 2007, Future Group diversified into the insurance segment and launched Future Generali Indian Insurance with Italian insurer Generali. Future Capital was also launched, which offers financial services, wealth management services, equity broking, and real estate broking. Then, the Future Group also entered the real estate sector. 

Biyani had burnt his cash by investing in Bollywood as well. Future Group invested in two movies, 'Na Tum Jaano Hum' in 2002 and 'Chura Liya Hai Tumne' in 2003, and spent nearly Rs. 26 crores both of which commercially flopped. 

Future Retail bought many national and regional retail businesses, especially selling grocery, during 2014-2017. The intent behind the acquisition was to connect with customers with a vast network of small stores. 

However, what they failed to understand was that it was hard to successfully diversify a retail business.

Never- ending restructuring  

Due to huge expansion and Diversification, Biyani was forced to restructure the  Future Group  by de-merging the non-retail assets. Only four formats were kept from 24 - Pantaloons, Central, Big Bazaar and Food Bazaar. 

However, even after the de-merge, the debt problems were piling up. The problems escalated in 2012 when the core retail business borrowing surged to Rs. 5,800 crore and the net debt-equity ratio became 1.8x. The Rs.5800 crore debt was nearly 55 % of the company's FY2012 EBITDA. 

To reduce the debt burden, Biyani sold off his first retail success Pantaloons to K.M. Birla's Aditya Birla Group for Rs 1600 crore, in 2012. 

Kishore Biyani was head-on challenged by a wide-spreading network of Amazon Retail, Amazon Pantry and the capital boost received by Flipkart after Walmart bought a stake in Flipkart.

To cope up with the direct challenge of online platforms, the promoters of Future Group tried e-commerce marketplace through Big bazaar Direct but were unable to go far.  In the meantime, Reliance Retail, Spencer's, Tata Star Bazaar had grown their retail franchise, which further created problems for the Future Group by reducing its market share. 

The Virus Attacks  

The COVID-19 pandemic came to India in January 2020. Future Retail was already struggling to stay afloat, and by March 2020 after the lockdown, this struggle became clear to the market, which led to a downfall in the share price from Rs 303.85 on March 2, 2020, to Rs 64.25 on April 8, 2020. The stock price plunged by over 80 per cent in just a matter of a few months. 

Future Retail was downgraded even further as more debt started piling up during the pandemic.

Even though the promoter Kishore Biyani and his family held a 33.5 per cent stake in the Future Group, almost all the shares were pledged to the lenders. 

When the pandemic started getting under control, the government gradually allowed the selling of essential items. However, due to the pandemic scare, people preferred to buy their essentials from their neighbourhood or through online platforms. Future Retail's Big Bazaar outlets were mostly located in malls which opened much later. This caused an additional challenge, and the brand is continuing to struggle even still. 

These problems compelled Biyani to hire an investment bank and search for interested investors for stake sell. This search ended with that entrepreneur who had overtaken him to become the new retail king of India, India's richest man Mukesh Ambani.  

Amazon vs Reliance  

In August 2020, Future Retail and Reliance Retail came to an agreement where Reliance would buy the retail and wholesale business and the logistics and warehousing business from the Future Group for ₹24,713 crores. 

For a brief moment, the share price escalated to Rs.160 but eventually came down. The reason behind share price plunges was asset selling from institutional investors and the objection of Amazon on  Future-Reliance Deal . 

Amazon opposed this deal based on its investment in Future Coupons in which Amazon bought 49 per cent stake in 2019. The stake in Future Coupons also translated into a 3.5 per cent stake in Future Retail. Amazon claimed that the deal comes with a clause that prevents the Future from selling off its listed entities without Amazon consent with a list of investors which also included Mukesh Ambani.

Amazon approached Singapore International Arbitration Centre to stop the deal, and SIAC passed an interim order to halt the deal in October 2020. After that, Amazon approached the Delhi High Court. On November 19 2020, CCI (Competition Commission of India) approved the deal.

The High Court on its December 21, 2020 ruling said that the deal is as per Indian laws and cannot be intervened. The High Court then directed the statutory authorities to decide on the deal. 

On January 20, 2021, SEBI approved the deal saying that the deal is as per the rules. 

However, on January 25, 2021, Amazon once again approached the Delhi High Court demanding for the arrest of CEO Kishore Biyani for breaching the agreement between Amazon and Future Coupon. 

Closing words  

The Future of retail groups under Reliance Group looks fruitful. Still, until February 3 2021, if Amazon does not stop trying to cancel the deal between Future and Retail, the feud will stay on for a few more months or even more.

However, after the approval from CCI and SEBI along with the plea rejection from Delhi High Court, it looks like the deal will continue, and the group will continue its presence in the Indian market under Reliance Retail.

How was this article?

Like, comment or share.

An Article By -

60 Post Likes

Sugar, spice & everything nice, that's what Pratiksha is made of. This proactive human makes difficult things look easy through her amazing skill of managing everything, be it professional or academic. Let’s not forget how this “Potterhead” makes room for her ‘occasional writing’ hobby while she leads marketing activities at Finology. 

Topics under this Article

Share your thoughts.

We showed you ours, now you show us yours (opinions 😉)

Why not start a conversation?

Looks like nobody has said anything yet. Would you take this as an opportunity to start a discussion or a chat fight may be.

Related Articles

More titbits on the go

Stock Market

SBI Analysis: A Safe Choice or A Skip Option?

29 Jan 2024

L&T Technology Services Ltd: Company Analysis

7 Lessons From Pranjal Kamra's “Investonomy”

30 Nov 2023

Decoding DMart's Success Strategy

16 Sep 2023

Under Business

"A few" articles ain't enough! Explore more under this category.

Avanti Feeds Explained: Is 12% Hike Worth the Buzz?

07 Sep 2024

Yes Bank Explained: About to be Acquired?

06 Sep 2024

Marico Explained: From Coconut Oil to Bangladesh’s Turmoil

04 Sep 2024

Licious Explained: The New Way to Shop Meat

03 Sep 2024

Share this post

Or copy the link to this post -

https://insider.finology.in/business/downfall-of-future-retail

🤩 Reading never goes out of fashion.

You need to login to continue. Let's take your love for reading to the next level with:

• Custom feed of your chosen topics.
• Personal library of Liked & Bookmarked articles.
• Live to & fro comments with Insider.

Product details

• Our Editors
• Our Student Editors
• External Partners
• Past Mastheads
• Search by Topic
• Submissions

Amazon v. Future Retail: (Re)Assessing India’s Tryst With the Group of Companies Doctrine

Author : Sahaj Mathur *

I. INTRODUCTION

The case of Amazon.com NV Investment Holdings LLC v. Future Retail Ltd. & Ors. (“Amazon-Future case”) has been the subject of immense controversy in recent months. The magnitude of the case derives not only from the enormity of the monetary implications of its outcome, but also from the significant impact the case would have on India’s retail sector. [1]    Within the realm of legal practice and scholarship, the Amazon-Future case is most widely known for the Supreme Court’s decision in August 2021, wherein it affirmed the validity of emergency arbitration in India. [2]

The Supreme Court’s decision to recognise Emergency Arbitration in India has been the subject of an extensive body of literature. However, it is important to note that a significant issue in the dispute concerns the applicability of the “Group of Companies” doctrine. According to the Group of Companies doctrine, a non-signatory to an arbitration agreement can be subjected to arbitration without its prior consent if all the parties to such arbitration had mutually intended to bind the non-signatory to the arbitration agreement, if such non-signatory is part of the same group of companies as one of the signatories. [3] Thus, when the circumstances under which the parties have entered into the transaction reflect an intention to bind both the non-signatory entity and the signatory entity from the same group of companies, such non-signatory entity can be subjected to arbitration. The applicability of the Group of Companies doctrine in the context of the Amazon-Future case merits discussion as it underpins the central question of whether Future Retail can be bound by an arbitration agreement between Amazon and Future Coupons, as will be explained below.

The applicability of the Group of Companies doctrine to the Amazon-Future case has received minimal academic scrutiny. The piece attempts to fill this void. Given the magnitude of the case, this discussion is particularly important in assessing when the Group of Companies doctrine can be invoked, particularly in International Commercial Arbitrations seated in India. To do so, the piece first provides a broad overview of the Amazon-Future case and the relevant legal proceedings. Subsequently, the paper surveys the group of companies doctrine and its application, followed by a critical analysis. The piece ends with concluding remarks. Given the piece’s focus on the invocation of the ‘Group of Companies’ by Indian Courts, the piece does not engage with the SIAC orders — the arbitral institution responsible for the arbitration referred to in the Amazon-Future case — which are, in any case, not publicly available at the date of the paper’s authorship.

II. INDIA AND THE GROUP OF COMPANIES DOCTRINE

Before addressing the applicability of the Group of Companies doctrine to the Amazon-Future case, it is important to understand the analytical framework of how the doctrine operates in India. The Group of Companies doctrine was introduced into India’s arbitral jurisprudence in Chloro Controls India Private Limited v. Severn Trent Water Purification (“Chloro Controls”), in which a three-judge bench of the Supreme Court held that a non-signatory to an arbitration agreement can be subjected to arbitration without their prior consent, but only in exceptional cases. [4]

In assessing when this exception can be invoked to bind a non-signatory, the Supreme Court propounded a four-factor assessment. The four factors include the common intention of parties to arbitrate, the composite nature of the transaction, the direct commonality of the subject matter and agreement between the parties, and common legal and negotiating teams. [5] However, the judgement in Chloro Controls fails to provide any indicative guidance as to how these factors must be assessed, particularly given the complex nature of commercial transactions wherein multiple factors may weight against each other.

Owing to the absence of any guidance in the use of the factors outlined in Chloro Controls , the Group of Companies Doctrine has often been misapplied by courts in India. For instance, in both Ameet Lalchand Shah v. Rishabh Enterprises and   RV Solutions v. Ajay Kumar Dixit , wherein the Group of Companies doctrine was invoked to bind third parties to arbitration, where such third parties were not even members of the same group of companies as the signatories. [6] In the two cases, the parties were subjected to arbitration solely because they were involved in a composite interlinked transaction, which is only one of the factors in the Chloro Controls Test.

The widespread misapplication of the Group of Companies doctrine presents a concerning trend. It is important to understand that the doctrine fundamentally conflicts with the principle of party consent, which is the cornerstone of international arbitration. [7] It is unsurprising, therefore, that most common law countries do not recognise the doctrine. [8]  Within this analytical framework, the next section assesses the applicability of the doctrine to the factual matrix of the Amazon-Future case.

III. THE AMAZON V. FUTURE RETAIL CASE AND THE GROUP OF COMPANIES DOCTRINE: A CRITICAL ASSESSMENT

The question of whether Future Retail could be bound by the arbitration agreement between Amazon and Future Coupons poses a controversial issue in the dispute. At the core of the Amazon-Future case lies Amazon’s investment into Future Coupons. As per the Shareholder’s Agreement between Amazon and Future Coupons, Amazon was granted certain “special, material and protective” rights available to Future Coupons in Future Retail. Based on these material protective rights,  the retail assets of Future Retail could not be alienated prior to the written consent of Amazon, and could not be alienated to a restricted person. [9] Thus, despite Amazon and Future Retail not having a Shareholders Agreement, The Shareholder’s Agreement between Future Coupons and Amazon transferred of these “special, material and protective” rights, previously held by Future Coupons, to Amazon.The dispute arose when Future Retail approved a transfer of its retail assets to Reliance Group. [10]

Amazon alleged that the transfer was void as per the Shareholder’s Agreement, and sought emergency interim relief based on the arbitration clause in the Shareholders Agreement with Future Coupons to restrain Future Retail from pursuing the transaction. The decisions of the Division Bench of the Delhi High Court, the Single Judge of the Delhi High Court, as well as the Supreme Court all had different approaches to the applicability of the ‘Group of Companies’ doctrine.

In its order, the Division Bench concluded that because Future Retail was not a party to the agreement between Future Coupons and Amazon, the Group of Companies doctrine could not be invoked. [11] However, the order is a misapplication of the doctrine itself, and is circular in its reasoning. It must be noted that the very purpose of the doctrine is to bind such non-signatories to the arbitration agreement. Thus, the Division Bench is incorrect in holding that the mere existence of different agreements between the parties precludes the applicability of the doctrine.

On the other hand, the Single Judge upheld the emergency arbitrator’s approach in applying the doctrine based on the test laid down by the Supreme Court in Chloro Controls . [12] The Single Judge noted the presence of factors such as Future Coupons and Future Retail’s common legal and negotiating teams, Future Coupons financial support of Future Retail, the intrinsically intermingled nature of the agreements and similar dispute resolution clauses in the different agreements to conclude that the doctrine can be invoked in the case, and upheld the emergency arbitrator’s award to stay the transaction between Reliance and Future Retail. [13]

From a theoretical perspective, the Group of Companies doctrine’s encroachment on the principle of party autonomy is justified by the application of the doctrine only where there exists a clear intention of the parties to bind the non-signatory to the agreement. [14] When viewing the case from this perspective, it is clear that the Single Judge fails to provide cogent reasons to determine the intention of the parties. Instead, the Single Judge merely emphasises the fulfilment of the indicative test laid down in Chloro Controls to justify the applicability of the doctrine. As shown above, the Court relies on connections such as Future Coupons’ financial support, and the use of the same legal representatives by Future Coupons and Future Retail, to support its invocation of the doctrine. However, the Single Judge’s exclusive reliance on these connections would undermine the commercial realities of business transactions if applied elsewhere, particularly those involving the same group of companies, wherein such connections can be easily found.

While the factors in Chloro Controls are indicative, they cannot be conclusive.  Thus, courts must attempt to unravel the true essence of a business arrangement to ascertain the intention of the parties. The Single Judge failed to do so. Further, in a determination of intent, two facts assume importance. Clause No.15.17 of the Shareholder’s Agreement entered into Amazon and Future Coupons provides:

“ For the avoidance of doubt, Parties hereby expressly record their understanding that the Promoters and the Investor have no agreement or understanding whatsoever in relation to the acquisition of shares or voting rights in, or exercising control over, Future Retail and that the Company, the Promoters and the Investor otherwise do not intend to act in concert with each other in any way whatsoever.” [15]

Further, there exists an absence of any amendment to Future Retail’s Articles of Association to reflect the restrictions of the Shareholder’s Agreement entered into Amazon and Future Coupons. These two factors point towards the common intention of the parties not to bind Future Retail to the agreement between Amazon and Future Coupons. More importantly, the Single Judge fails to consider that complex transactions, such as the one in question, are often deliberately structured in this manner in order to limit risk and liability to a specific entity through the principle of separate legal personality. The Single Judge fails to adequately assess these factors and their implications on the applicability of the doctrine. When an invocation of the doctrine is insufficiently reasoned in this manner, it can become a means to bypass and defeat established principles of party consent and separate legal personality.

The Supreme Court did not extensively discuss on the Group of Companies issue. Instead, the Supreme Court held that the emergency arbitrator’s award restraining the transaction was entirely valid and enforceable under Section 17 of the Arbitration and Conciliation Act, 1996. [16] Thus, it deferred to the judgement of the emergency arbitrator, which eliminated the need to consider whether the Group of Companies doctrine could be invoked. The Supreme Court’s lack of engagement, could in significant ways, be perceived as a missed opportunity to clarify India’s tryst with the Group of Companies doctrine.

IV. CONCLUSION

When considering the totality of the facts and circumstances of the dispute, the emergency arbitrator, Single Judge and the Supreme Court were correct to enjoining Future Retail from pursuing the disputed transaction. However, doing so by applying the doctrine without adequate caution may present a dilution of the doctrine in the Indian context. While the Amazon-Future case propels India’s status as a pro-arbitration jurisdiction by recognising emergency arbitration, its overexpansion of the doctrine may yet hold it back.

* Sahaj Mathur is a Third Year Bachelors of Law Student at the National University of Juridical Sciences, Kolkata. His interests lie in International Arbitration and International Investment Law.

[1] Swaraj Singh Dhanjal, Amazon, Future Group deal to intensify competition in India’s retail Industry , Mint, (Aug. 23, 2019) https://www.livemint.com/companies/news/amazon-future-group-deal-to-intensify-competition-in-india-s-retail-industry-1566536017989.html .

[2] Amazon.com NV Investment Holdings LLC v. Future Retail Limited & Ors, (2021) SCC Civil Appeal Nos. 4492-4493 (India).

[3] Chloro Controls India Private Limited v. Severn Trent Water Purification Inc. (2013) 1 SCC 641 (India); Cheran Props. Ltd. v. Kasturi & Sons Ltd. & Ors. (2018) 16 SCC 413 (India), ¶ 23.

[4] Chloro Controls India Private Limited v. Severn Trent Water Purification Inc. (2013) 1 SCC 641 (India), ¶ 68.

[6] Ameet Lalchand Shah and Ors. v. Rishabh Enterprises and Ors., (2018) 15 SCC 678 (India); R.V. Solutions Pvt Ltd. v. Ajay Kumar Dixit & Ors. 2019 SCC Online Del 6531 CS Comm 745/2017 (India).

[7] E. Gaillard & J. Savage, International Commercial Arbitration 498 (1 st ed., 1999); G. Born, International Commercial Arbitration 2432 (2nd ed., 2014); C. Partasides & N. Blackaby, Redfern & Hunter On International Arbitration 71 (6th ed., 2015).

[8] B. Hanotiau, Complex Arbitrations: Multi-Party, Multi-Contract, Multi-Issue – A Comparative Study 266 (2 nd ed., 2020).

[9] Amazon.com NV, 280 DLT 618 ¶ 8.

[10] Id. ¶ 9.

[11] Future Retail Ltd. v. Amazon.com NV Investment Holdings LLC & Ors. (2021) FAO(OS) (COMM) 21/2021(Division Bench of the Delhi High Court), ¶11.

[12] Chloro Controls, 1 SCC 641 ¶ 68.

[13] Amazon.com NV, 280 DLT  ¶¶ 118, 168.

[14] Mahanagar Telephone Nigam Ltd. v. Canara Bank & Ors, (2019) Civil Appeal Nos. 6202-6205, ¶ 42.

[15] Future Retail Ltd., FAO(OS) (COMM) 21/2021 ¶ 11.

Home > Cases > Amazon-Future-Reliance Dispute

Amazon-Future-Reliance Dispute

Amazon.com v Future Retail Ltd

The SC allowed the arbitration proceedings between Amazon and Future Retail Limited before the Singapore International Arbitration Tribunal to continue.

N.V. Ramana CJI

A.S. Bopanna J

Hima Kohli J

Petitioner: Amazon

Lawyers: Mr. Gopal Subramanium, Sr.Adv.; Mr. Ranjit Kumar, Sr.Adv.; Mr. Aspi Chinoy, Sr.Adv.; Mr. Gourab Banerji, Sr.Adv.; Mr. Amit Sibal, Sr.Adv.

Respondent : Future Retail

Lawyers: Mr. Mukul Rohatgi, Sr.Adv.; Mr. Dayan Krishnan, Sr.Adv.; Mr. Harish Salve, Sr.Adv.; Mr. K.V. Viswanathan, Sr.Adv.

Case Details

Case Number: SLP(C)1669-1670/2022

Next Hearing: March 15, 2022

Last Updated: August 10, 2022

TAGS: Amazon , CJI Ramana , Future Retail , Shareholder Agreement

Whether Amazon has control over Future Retail through its Shareholder Agreement with Future Coupon.

Whether the sale of FRL to Reliance breached FCPL’s Shareholder Agreement with Amazon.

Case Description

In August, 2019, Future Coupon Private Ltd (FCPL) entered into a Shareholder Agreement with Future Retail Limited (FRL). FCPL is a subsidiary company of FRL that sells corporate merchandise. FRL is the second largest retail company in India. The Agreement bound FRL to take FCPL’s approval before transferring assets of the company to other parties. 

Later that month, Amazon.com NV Investment Holdings LLC (Amazon) and FCPL entered into a Share Subscription Agreement and Shareholders Agreement, which gave Amazon a 49% stake in FCPL. As part of the agreements, Amazon had the right of first refusal for any sale made by Future Coupons. In a broader sense, these agreements bound FCPL to obtain Amazon’s consent before implementing any decision in FRL. Through these agreements, Amazon effectively claimed control over FRL.

Affected by lockdowns in the first wave of COVID-19, FRL was on the verge of bankruptcy. A whopping ₹22,000 crore in debt, FRL decided to sell its retail businesses and assets to Reliance for ₹25,000 crore in August, 2020. This sale will allow Reliance to completely dominate the Indian retail market with over 1,800 retail outlets. This marriage of two retail heavy weights in the Indian market will make it virtually impossible for Amazon to establish a competitive e-commerce business in India. 

Amazon claimed that the sale was a violation of its Shareholder Agreement with FCPL. It approached the Singapore International Arbitration Centre (SIAC) in October of 2020 claiming that the FRL-Reliance deal violated the Amazon-FCPL Agreement. In the meanwhile, FRL filed a case before the Delhi High Court (HC) arguing that Amazon unlawfully interfered with the sale of its assets to Reliance. On October 25th, 2020, SIAC passed an Emergency Arbitral Award halting the FRL-Reliance deal. FRL later appealed the Emergency Award before the SIAC Arbitral Tribunal.

The sale of FRL to Reliance required approval from the Competition Commission of India (CCI), Securities and Exchange Board of India (SEBI), and the National Company Law Tribunal (NCLT). CCI and SEBI approved the FRL-Reliance Agreement in December, 2020. In January 2021, despite ongoing disputes at SIAC and the Delhi HC, FRL approached the NCLT to approve the sale. 

In 2021, the case escalated on various levels. Amazon sought the implementation of the SIAC Emergency Award, which the Delhi HC granted. Multiple appeals to the Supreme Court (SC) on various issues were filed by both parties. The Court  then halted hearings until the SIAC Arbitral Tribunal made its decision on the validity of the Emergency Award. 

Amidst this chaos of multiple complaints, hearings, and fora, on December 17th, 2021, the CCI revoked the original Shareholder Agreement between Amazon and FCPL. The CCI stated that Amazon failed to disclose the interconnected set of agreements that effectively gave it control over FRL, and imposed a penalty of ₹202 crore on Amazon. Amazon then appealed this Order before the National Company Law Appellate Tribunal (NCLAT). 

This revocation changed the very basis of the dispute—now it was a question of whether Amazon had any rights over FRL in the first place at all, as opposed to the initial question of the extent of Amazon’s rights over FRL. In December of 2021, FRL approached the Delhi High Court to stay the arbitration proceedings underway in Singapore. On the 5th of January, 2022, a two-judge Bench of the Delhi HC stayed the arbitration proceedings, on the grounds that the CCI’s revocation of the Agreement rendered a dispute arising from it invalid. 

Meanwhile, the appeals on various Orders of the Delhi HC were being heard in the SC. In February, 2022, the SC noted that the Delhi HC had not given sufficient time to FRL and FCPL to establish a defence and file counter arguments. It requested the Delhi High Court begin fresh adjudication, by posting the numerous petitions filed in the case before the same Bench of the Delhi HC 

While the Delhi HC is hearing the matters afresh, and the NCLAT is deciding the validity of CCI’s revocation Order, Amazon approached the SC to allow the Singapore Arbitration proceedings to continue. 

Based on the joint memo submitted by Amazon and Future Group, On 6th April 2022, the SC passed an Order allowing arbitration at SIAC to continue. They directed SIAC to first hear Future Retail’s plea to terminate the arbitration on the grounds that the Competition Commission of India had revoked Amazon’s permission to invest in Future Coupon.

For SCO’s easy-to-understand timeline of the back and forth between Amazon and Future Retail Limited, click here .

Documents (6)

Order Allowing Parties to Resume Arbitration at Singapore

April 6, 2022

FRL Intimation to NSE, BSE about Shareholder Agreement between FRL and FCPL

August 12, 2019

CCI Notice Approving Shareholder Agreement between Amazon and FRL

August 28, 2019

CCI Press Release Approving Sale of FRL to Reliance

November 20, 2020

Delhi HC Directs Regulators to Complete Proceedings Before HC decides Amazon-Future Case

Delhi HC Upholds SIAC Emergency Award

February 2, 2021

Reports (6)

Amazon-Future Hearing #6: Order Allowing Parties to Resume Arbitration at Singapore

Amazon-Future #5: SC Refuses to Intervene in Reliance-Future Assets Issue, Says Stick to Hearing Scope

April 4, 2022

Amazon-Future Hearing #4: Future Did not Transfer its Assets, was Forced to Surrender Lease

April 1, 2022

Amazon-Future Hearing #3: Interim Relief Vital to Continue Arbitration in Singapore

March 16, 2022

Amazon-Future Hearing #2: Amazon Permitted to Seek Interim Relief

March 15, 2022

Amazon-Future Hearing #1: Parties Agree to Try an Out-of-Court Settlement

March 3, 2022

Amazon v. Future Retail - The Supreme Court Of India Upholds The Validity Of Emergency Arbitral Awards

Contributor.

I. Introduction

In the last two years, the idea of urgent ad interim and interim reliefs in dispute resolution process have been catapulted to the forefront. Between the first and second wave of the pandemic caused by COVID-19, "urgency" in cases has been the sole criterion for deciding if a case ought to be heard through e-courts.

Until 4 years ago, litigants in India had to necessarily take recourse to Section 9 of the Arbitration and Conciliation Act, 1996 (" Act ") for interim reliefs before the Courts prior to constitution of the arbitral Tribunal. However, arbitration institutes such as the Mumbai Centre for International Arbitration and the Indian Council of Arbitration etc. have in line with international arbitration institutions such as the International Centre for Dispute Resolution, the International Chamber of Commerce, the Singapore International Arbitration Centre (" SIAC ") and the Hong Kong International Arbitration Centre incorporated a mechanism in their arbitration rules for emergency arbitration, thus, giving litigants an option to urge interim reliefs within the institutional framework prior to the constitution of the arbitral Tribunal. The powers of an emergency arbitrator generally correspond to the powers given to an arbitral Tribunal under the applicable law, however, any orders passed are subject to modification by the arbitral Tribunal once it is constituted.

One such award passed in an emergency arbitration conducted as per SIAC Rules assumed significance before the Indian Courts. In March 2021, Amazon.com NV Investment Holdings LLC (" Amazon ") moved the Hon'ble Delhi High Court under Section 17(2) of the Act to enforce an emergency arbitration award dated 25 th October 2020 (" Award ") inter alia against the Future Retail Group. The Award was passed by an emergency arbitrator appointed under Schedule 1 of the SIAC Rules. On 18 th March, 2021, the learned Single Judge passed a detailed judgment giving reasons for an order made under Section 17(2) read with Order XXXIX, Rule 2-A of the Code of Civil Procedure, 1908 (CPC) holding that an emergency arbitrator's award is an order under Section 17(1) of the Act. This order was challenged by the Future Retail Group before a division bench of the Delhi High Court by way of a first appeal. The Delhi High Court vide order dated 22 nd March 2021 stayed the order dated 18 th March 2021. Against the order dated 22 nd March 2021, appeals being Civil Appeal 4492-4493 of 2021 (" Appeals ") came to be filed before the Hon'ble Supreme Court of India (" Supreme Court "). These Appeals were heard and finally disposed of vide order dated 6 th August 2021 as per which, the Supreme Court whilst re-emphasising party autonomy recognised under the Act, held that emergency arbitration awards were recognised under section 17 of the Act. The Court further observed that such orders are an important step in aid of decongesting the civil courts and affording expeditious interim relief to the parties.

In this news alert we provide the key observations made by the Supreme Court.

II. Summary of the Judgment dated 6 th August 2021 of the Supreme Court of India.

A. facts of the case:.

Amazon had entered into three shareholder agreements with Future Retail Limited (" FRL "), Future Coupons Pvt. Ltd. (" FCPL ") and its promoters/directors (collectively referred to as " Biyani Group ") (Respondents in the Appeals). The Shareholders' Agreement dated 12 th August 2019 was entered into by and between Amazon and the Biyani Group in relation to the Future Retail Limited (" FRL Agreement" ). Under this Shareholders' Agreement, FCPL was accorded negative, protective, special, and material rights with regard to FRL including, in particular, FRL's retail stores. The rights granted to FCPL under this Shareholders' Agreement were to be exercised for Amazon's benefit and thus were mirrored in a Shareholders' Agreement dated 22 nd August, 2019 entered into between Amazon, FCPL and the Biyani Group (" FCPL Agreement "). Amazon agreed to invest a sum of Rs.1431 crore in FCPL based on the rights granted to FCPL under the FRL Agreement and the FCPL Agreement.

The basic understanding between the parties was that Amazon's investment in the retail assets of FRL would continue to vest in FRL as a result of which, FRL could not transfer its retail assets without FCPL's consent which, in turn, could not be granted unless Amazon had provided its consent. Further, FRL was prohibited from encumbering/transferring/selling/divesting/disposing of its retail assets to "restricted persons", being prohibited entities, with whom FRL, FCPL, and the Biyanis could not deal and a list of such persons was set out in the FCPL Agreement. on 29 th August, 2020, Respondents Nos. 1 to 13 entered into a transaction with the Mukesh Dhirubhai Ambani Group which envisages the amalgamation of FRL with the Mukesh Dhirubhai Ambani Group, the consequential cessation of FRL as an entity, and the complete disposal of its retail assets in favour of the said group.

Amazon initiated arbitration proceedings and filed an application on 5 th October, 2020 seeking emergency interim relief from the emergency arbitrator under the SIAC Rules in the form of injunctions against the aforesaid transaction. The emergency arbitrator passed an Award in favour of Amazon. The Biyani Group however went ahead with the impugned transaction, describing the Award as a nullity and the emergency arbitrator as coram non judice, in order to press forward for permissions before statutory authorities/regulatory bodies. FRL, consistent with this stand, did not challenge the emergency arbitrator's award under Section 37 of the Act, but instead chose to file a civil suit before the Delhi High Court being C.S. No. 493 of 2020, in which it sought to interdict the arbitration proceedings and asked for interim relief to restrain Amazon from writing to statutory authorities by relying on the emergency arbitrator's order, calling it a "tortious interference" with its civil rights.

Meanwhile, Amazon went ahead with an application filed under Section 17(2) of the Act which was heard and disposed of by a learned Single Judge of the Delhi High Court. Since breaches of the aforesaid Agreements were admitted, the only plea raised was that the emergency arbitrator's award was a nullity. Upon hearing the parties, the learned Single Judge held that the Award was enforceable as an order under the Act.

B. Outcome:

A Division Bench of the Supreme Court comprising Justice R.F. Nariman and Justice B.R. Gavai considered the following two questions in the Appeals :

• Whether an "award" delivered by an Emergency Arbitrator appointed under Schedule 1 of the SIAC Rules can be said to be an order under Section 17(1) of the Act?

Answering this question in the affirmative, the Supreme Court held as follows:

i. A conjoint reading of sections 2(6), 2(8), 19(2) and 21 of the Act reveals that parties are free to agree on the procedure to be followed by an arbitral tribunal in conducting its proceedings. Section 21, which is expressly subject to the arbitration agreement between the parties, provides that arbitral proceedings in respect of a particular dispute commence on the date on which a request for that dispute to be referred to arbitration is received by the respondent.

ii. Placing reliance on a catena of judgments, the Supreme Court emphasised the principle of party autonomy as being one of the pillars of the Act. The Court emphatically held that there is nothing in the Act that prohibits contracting parties from agreeing to a provision for an award by an emergency arbitrator.

iii. There is nothing in Section 17(1), when read with the other provisions of the Act, to interdict the application of rules of arbitral institutions that the parties may have agreed to. The words "arbitral proceedings" are not limited by any definition and thus encompass proceedings in an emergency arbitration including interim awards that are passed by emergency arbitrators.

iv. The introduction of Sections 9(2) and 9(3) was with a view to decongest the court system and for constitution of arbitral tribunals which provide interim reliefs in a timely and efficacious manner. An emergency arbitrator's order would be an order which furthers this objective and gives the parties urgent interim relief in cases which deserve such relief.

v.   After participating in an emergency award proceeding, agreeing to institutional rules made in that regard and undertaking to abide by the award, a party cannot be heard to thereafter claim that it will not be bound by an emergency arbitrator's ruling.

vi. In the context of reliance placed on law commission reports, the Supreme Court held that merely because recommendations in a Law Commission Report were not followed by Parliament, would not necessarily lead to the conclusion that what has been omitted does not form part of a statute when properly interpreted. 

• Whether an order passed under Section 17(2) of the Act in enforcement of the award of an Emergency Arbitrator by a learned Single Judge of the High Court is appealable?

Declaring that no appeal lies under Section 37 of the Act against an order of enforcement of an emergency arbitrator's order made under Section 17(2) of the Act, the Supreme Court held as follows:

i. The 2015 Amendment Act has provided in Section 17(1) the same powers to an arbitral tribunal as are given to a court. Therefore, it would be anomalous to hold that if an interim order was passed by the tribunal and then enforced by the court with reference to Order XXXIX Rule 2-A of the Code of Civil Procedure, such order would not be referrable to Section 17. Section 17(2) was necessitated because the earlier law on enforcement of an arbitral tribunal's interim orders was found to be too cumbersome. The Court when it acts under Section 17(2), acts in the same manner as it acts to enforce a court order made under Section 9(1).

ii. Section 17(2) creates a legal fiction. This fiction is created only for the purpose of enforceability of interim orders passed by an arbitral tribunal. To extend it to appeals being filed under the Code of Civil Procedure would be a big leap not envisaged by the legislature at all in enacting the said fiction. The legal fiction created under Section 17(2) for enforcement of interim orders is created only for the limited purpose of enforcement as a decree of the court. To extend this fiction to encompass appeals from such orders is to go beyond the clear intent of the legislature.

iii. Section 17(1) is a mirror image of Section 9(1) as to the interim measures that can be made. By adding Section 17(2) as a consequence thereof, significantly, no change was made in Section 37(2) (b) to bring it in line with Order XLIII, Rule 1(r). The opening words of Section 17(2), i.e. "subject to any orders passed in appeal under Section 37..." also demonstrates the legislature's understanding that orders that are passed in an appeal under Section 37 are relatable only to Section 17(1).

iv. An appeal against an order refusing an injunction may be allowed, in which case subsection (2) of Section 17 then kicks in to enforce the order passed in appeal. Also, the legislature made no amendment to the granting or refusing to grant any measure under Section 9 to bring it in line with Order XLIII, Rule 1(r), under Section 37(1)(b). What is clear from this is that enforcement proceedings are not covered by the appeal provision.

v.   The arbitral tribunal cannot itself enforce its orders, which can only be done by a court with reference to the Code of Civil Procedure. But the court, when it acts under Section 17(2), acts in the same manner as it would act to enforce a court order passed under Section 9(1). If this is so, then what is clear that the arbitral tribunal's order gets enforced under Section 17(2) read with the CPC.

vi. Pursuant to the 2019 Amendment Act, it is clear that Section 37 is a complete code so far as appeals from orders and awards made by an arbitral tribunal are concerned.

III. Conclusion

The judgment of the Supreme Court assumes significance as it has not only re-emphasised 'party autonomy' as a guiding principle of the Act but has also brought to the fore the option of 'Emergency Arbitrations' which, in light of the judgment, are now recognised remedies for interim relief and are enforceable under Indian law. The judgment has been celebrated widely among litigants as well as lawyers given that parties will now be able to avail interim relief expeditiously without having to burden the Courts.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Litigation, Mediation & Arbitration

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

• Work & Careers
• Life & Arts

Business school teaching case study: Turning off carbon while keeping the lights on

• Business school teaching case study: Turning off carbon while keeping the lights on on x (opens in a new window)
• Business school teaching case study: Turning off carbon while keeping the lights on on facebook (opens in a new window)
• Business school teaching case study: Turning off carbon while keeping the lights on on linkedin (opens in a new window)
• Business school teaching case study: Turning off carbon while keeping the lights on on whatsapp (opens in a new window)

Morris Mthombeni and Albert Wocke

Roula Khalaf, Editor of the FT, selects her favourite stories in this weekly newsletter.

Read the professors’ business school-style case study before considering the issues raised in the box at the end.

At the end of last year, Dan Marokane became the 12th chief executive of Eskom in the past decade alone. He returned to the embattled South African state-owned utility monopoly, which he had left in 2015, to tackle the tensions between fixing the company to ensure energy security in South Africa and meeting its “just energy transition” commitments to lower emissions.

At COP26, the UN Climate Change Conference in Glasgow, in December 2021, the US, EU, UK, France and Germany pledged $8.5bn to help South Africa shut its coal-fired powered stations. Eskom generates more than 90 per cent of electricity used in South Africa and the Southern African Development Community region, of which 85 per cent is produced from fossil fuels.

Overall, the energy sector contributes 41 per cent of South Africa’s CO₂ emissions, according to the World Bank , earning Eskom the dubious honour of being called “the world’s worst polluting power company” by some environmental groups. Eskom also finds itself at odds with climate activists and academics such as those from University College London and the International Institute for Sustainable Development, who argue that “no more fossil fuel projects are needed as renewable energy sources take up the demand”.

In addition, since 2008, Eskom has struggled with debilitating national blackouts euphemistically known as “load shedding”. These were caused by insufficient generation to meet demand for power as a result of poor management, corruption and bad political decisions. Electricity prices spiked and the lack of power further weakened the South African economy, costing as much as £40mn per day.

The authors

Morris Mthombeni and Albert Wocke are professors at the Gordon Institute of Business Science at the University of Pretoria in South Africa; Professor Mthombeni is also dean at Gibs

During the first half of 2024, the situation appeared finally to be stabilising, following the appointment of Mteto Nyati as Eskom chairman. Nyati had a successful track record in the technology and telecommunication sectors. Marokane, as a new chief executive with a supportive board chair, is also able to draw on his prior experience at Eskom, when he was in charge of generation.

Marokane has cautioned that, while there has been no load shedding for several months, “South Africa is not out of the woods yet”. His strategy includes carrying out extensive maintenance at underperforming coal-fired power stations that had been poorly maintained, and dismissing corrupt or incompetent managers. The turnaround is complicated by a new business model and the need for Eskom to move to cleaner energy production as part of the just transition programme.

Eskom was a vertically integrated business since its inception in 1923 but, in 2019, the South African government began a process of unbundling the company into separate subsidiaries for generation, transmission and distribution. The objective was to tackle the problems that led to load shedding and improve efficiency and transparency, reduce rent seeking, and protect capital providers interests.

The first division to be spun off in July this year was transmission, now an Eskom subsidiary known as the National Transmission Company South Africa, which operates with a separate board and management team. This has the potential to be the most profitable of the subsidiaries and will run the transmission system and buy electricity from multiple generators, not only Eskom. It will eventually provide a platform for generators, consumers, retailers and traders to trade with each other, as happens in a number of other countries. But Marokane might want to push back the timing of the spin-off for two related reasons.

First, Eskom ought to protect its less profitable generation division, currently dominated by fossil-fuel energy sources. In July, Eskom spoke out against government plans to issue licences allowing private generators to sell directly to customers, and to permit the import of energy into South Africa. The company was concerned that applicants would be able to cherry-pick customers, leaving existing small users without the present cross-subsidy from larger consumers.

Second, to meet its carbon emission reduction targets, Eskom must find a way to address a continuing reliance on fossil fuels as the main source of energy in its generation division. The company had pledged at COP26 to reduce emissions from 442mn tons a year to between 350mn and 420mn tons by 2030. Retaining transmission capability within Eskom could help support a sustainable restructure, leading to a better funded just transition plan.

Marokane was confident Eskom would reduce about 71mn tons of CO₂ from generation by 2030, as it aggressively built a renewable energy portfolio. Yet it has failed to repurpose its 63-year-old 1,000MW Komati power station, east of Pretoria — it was finally decommissioned in October 2022.

Owing to the social consequences of the loss of hundreds of jobs at the fossil-fuelled Komati, which were replaced by many fewer focusing on social entrepreneurship initiatives, Marokane described it as an “ atomic bomb scenario in terms of social discord”.

Despite partnering with the South African Renewable Energy Technology Centre and the Global Energy Alliance for People and Planet to redeploy the hundreds of people who lost jobs after the closure of Komati, Eskom has found that the path to a just energy transition is not a smooth one.

Discussion points

See the FT video above, and:

ft.com/eskom-case1

ft.com/eskon-case2

Considering the current strategy to unbundle Eskom into generation, distribution and transmission subsidiaries, how can the company make its generation business comfortably profitable?

Is the organisational restructure a crucial part of Eskom’s plan to achieve its emission reduction targets? If Eskom believed the restructure was unnecessary for it achieve its 2030 emissions reduction targets, could Marokane and his team consider retaining the current structure for the foreseeable future?

Promoted Content

Follow the topics in this article.

• Masters in Management Add to myFT
• African companies Add to myFT
• Renewable energy Add to myFT
• Business school case Add to myFT
• Utilities Add to myFT

Learnings from TATA Group - A Case Study

• October 2022
• International Journal of Management Technology and Social Sciences

• A J Institute of Hospital Management
• This person is not on ResearchGate, or hasn't claimed this research yet.

Abstract and Figures

Discover the world's research

• 25+ million members
• 160+ million publication pages
• 2.3+ billion citations

• Ganesh Bhat

• P. K. Suresh Kumar
• Amitha P. Marla

• Kiran Sharma
• Makshud Khan

• Recruit researchers
• Join for free
• Login Email Tip: Most researchers use their institutional email address as their ResearchGate login Password Forgot password? Keep me logged in Log in or Continue with Google Welcome back! Please log in. Email · Hint Tip: Most researchers use their institutional email address as their ResearchGate login Password Forgot password? Keep me logged in Log in or Continue with Google No account? Sign up