NSE Warned Future Retail of Action Over Disclosures on Amazon Dispute, Emails Reveal

India's National Stock Exchange (NSE) privately warned Future Retail it risked regulatory action for not making timely market disclosures about efforts by Amazon.com to block a disputed asset sale, according to e-mails reviewed by Reuters.

Future Retail, one of country's top retailers, has been locked in a bitter dispute with Amazon over its $3.4 billion (roughly Rs. 25,300 crores) retail assets deal with Reliance. Amazon is a business partner of Future and argues the Indian firm's asset sale breached some of their pre-existing agreements.

Amazon had complained to stock exchanges, accusing Future of misleading public by making incorrect market disclosures, allegations the Indian group denies.

The complaint came after Amazon on October 25 won an injunction from an arbitrator to halt the Future-Reliance deal.

Previously unreported e-mails exchanged between the NSE and Future show the stock exchange repeatedly requested the company submit more details of the arbitration order, seeking details of possible impact on financials, lenders and the Reliance deal.

On October 27, NSE asked Future why it had not disclosed the commencement of the arbitration proceedings and not shared the impact of the order. Future in response said it believed a disclosure wasn't required.

NSE's listing compliance division rejected that argument. It demanded a series of disclosures be made within hours, "failing which appropriate actions may be initiated", the emails showed.

Future Retail's Company Secretary, Virendra Samani, answered most of NSE's queries in a late night e-mail on October 30, saying it was doing so "in the best interest of all stakeholders", the communications showed.

Many of those responses were made public on directions of the NSE two days later in a six-page exchange filing by Future.

Before that, Future had only submitted a disclosure on October 26 in which it attached a media release saying it would ensure its deal with Reliance proceeded unhindered and that it was reviewing the arbitration order.

The NSE and Future Retail did not respond to requests for comment.

The legal dispute has now reached the Delhi High Court, where Future Retail has urged the court to stop Amazon from writing letters to regulators to block its Reliance deal, which is pending approvals from the market regulator and stock exchanges. The judge is expected to rule on the plea in the coming days.

Amazon had separately asked India's market regulator to investigate Future for insider trading, saying it disclosed to Reliance price sensitive details of the arbitration order before its exchange filing in late October.

Future has said its communications with Reliance, which is led by Asia's richest man Mukesh Ambani, were for a "legitimate purpose".

NSE in e-mails at least twice asked Future Retail to provide a copy of the arbitration order to vet the disclosures, and also why it should not be disclosed as material price-sensitive information, emails between October 27 and October 30 showed.

Future's Samani at first declined the request, stating in an e-mail that the order was "confidential in nature" and sharing further information could be "deterimental" to the company. A copy was provided following NSE's warning.

© Thomson Reuters 2020

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