Amazon has warned Future Retail Ltd (FRL) against holding meetings of its shareholders and creditors next week to pass a resolution seeking to approve the sale of its retail assets to Reliance Retail under the terms of the Rs 24,713 crore deal struck in August 2020.

FRL will hold a meeting of its shareholders on April 20 and a separate one for secured and unsecured creditors on the following day to secure their approval for the transaction with Reliance that has been contested by Amazon.

The meeting of the shareholders and creditors of Future Retail have been convened in accordance with the February 29 order of the National Company Law Tribunal (NCLT).

The NCLT order flows from a Supreme Court order issued on February 15 that permitted the Future group to hold these meetings.

Amazon believes that these meetings are illegal.

In a 16page letter addressed to Kishore Biyani and his family on Tuesday (April 12), the US retail giant said the meetings were illegal and would not only breach the 2019 agreement under which Amazon invested in FRL's promoter firm, Future Coupons Pvt Ltd (FCPL), but also violate the Singapore arbitral tri¬bunal's injunction on the sale of retail assets to Reliance.

The letter signed by a representative of Amazon.com NV Investment Holdings LLC asked the Future group to strictly abide by the injunctions granted by the Emergency Arbitrator and “ensure that no further steps are taken to proceed” with the transaction.

“Any attempt to defeat the injunctions and seek to vote on the basis of forged documents, in light of Amazon's categorical denial that it has not given its consent to either the directors of FCPL or any representatives of FCPL or the promoters would amount to taking cognisance of a forged document with the intent to deceive and cheat, which would render all parties, whether acting directly or abetting such act, liable to actions in accordance with law,” it said.

“It is reiterated that any actions of voting in favour of the scheme or any steps in furtherance of or in aid of the scheme without Amazon's consent by any director, authorised representative, proxies or agent on behalf of the promoters, promoter entities or FCPL would be considered an express violation committed by the Promoters and FCPL of valid and binding in¬junctions operating against them,” Amazon wrote.

The US giant said FCPL and the promoters of FRL were barred from taking any steps in furtherance of the Reliance deal as the Delhi High Court had not passed any order permitting the meetings of shareholders and creditors.

“In terms of the FCPL shareholders agreement (SHA) and the FRL SHA (both of which agreements have been executed by the promoters and FCPL), various covenants and undertakings were given by the promoters, including that they will remain in management and control of FRL,” the letter added.

Amazon has been opposing the Rs 24,713 crore deal between Kishore Biyani and Reliance and the dispute has been fought in various forums since 2020 when the ecommerce firm dragged the Future group into an arbitration process.

Earlier this month, the Supreme Court ruled that the two warring parties could resume their arbitral proceedings before the Singapore tribunal.

Amazon is opposed to the August 2020 transaction saying that the deal violated its 2019 agreement through which it acquired a 49 per cent stake in FCPL, the promoter entity of Future Retail, for about Rs 1,500 crore. Reliance, according to Amazon, was categorised as a restricted person.

“The retail assets of FRL were entrusted with the promoters on the express condition that retail assets could only be disposed of in the manner prescribed under the agreements, and in any case, never to a restricted person,” the letter said.

“It is reiterated that the proposed transaction with the Mukesh Dhirubhai Ambani Group results in the cessation of the operation and existence of FRL itself as well as the transfer of FRL's retail assets to a restricted person, which negates the basis of Amazon's investment and its protective and material rights,” Amazon said.

There was no response from the Future group to the latest letter from Amazon.