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COMPOSITE SCHEME OF ARRANGEMENT
BETWEEN
FUTURE CONSUMER LIMITED: TRANSFEROR COMPANY 1
FUTURE LIFESTYLE FASHIONS LIMITED: TRANSFEROR COMPANY 2
FUTURE MARKET NETWORKS LIMITED: TRANSFEROR COMPANY 3
FUTURE RETAIL LIMITED: TRANSFEROR COMPANY 4
FUTURE SUPPLY CHAIN SOLUTIONS LIMITED: TRANSFEROR COMPANY 5
FUTUREBAZAAR INDIA LIMITED: TRANSFEROR COMPANY 6
ACUTE RETAIL INFRA PRIVATE LIMITED: TRANSFEROR COMPANY 7
BASUTI SALES AND TRADING PRIVATE LIMITED: TRANSFEROR COMPANY 8
BRATTLE FOODS PRIVATE LIMITED: TRANSFEROR COMPANY 9
CHIRAG OPERATING LEASE CO. PRIVATE LIMITED: TRANSFEROR COMPANY 10
HARE KRISHNA OPERATING LEASE PRIVATE LIMITED: TRANSFEROR COMPANY 11
NICE TEXCOT TRADING & AGENCY PRIVATE LIMITED: TRANSFEROR COMPANY 12
NISHTA MALL MANAGEMENT COMPANY PRIVATE LIMITED: TRANSFEROR COMPANY 13
OJAS TRADELEASE AND MALL MANAGEMENT PRIVATE LIMITED: TRANSFEROR COMPANY 14
PRECISION REALTY DEVELOPERS PRIVATE LIMITED: TRANSFEROR COMPANY 15
RIVAAZ TRADE VENTURES PRIVATE LIMITED: TRANSFEROR COMPANY 16
SYNTEX TRADING & AGENCY PRIVATE LIMITED: TRANSFEROR COMPANY 17
TAQUITO LEASE OPERATORS PRIVATE LIMITED: TRANSFEROR COMPANY 18
UNIQUE MALLS PRIVATE LIMITED: TRANSFEROR COMPANY 19
&
FUTURE ENTERPRISES LIMITED: TRANSFEREE COMPANY
&
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
AND
FUTURE ENTERPRISES LIMITED: FEL
&
RELIANCE RETAIL VENTURES LIMITED: RRVL
&
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
AND
FUTURE ENTERPRISES LIMITED: FEL
&
RELIANCE RETAIL AND FASHION LIFESTYLE LIMITED: RRVL WOS
&
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013
Exhibit - I I 1
PARTS OF THE SCHEME Transferor Company 3 is engaged in the business of building capacity;
The Scheme (as defined hereinaŌer) is divided into the following parts: creaƟng network of new markets for modern wholesale trade; and
enabling the retail and logisƟcs infrastructure for future markets in a more
1. PART I deals with the overview, descripƟon of ParƟes (as defined efficient and cost effecƟve manner. The equity shares of the Transferor
hereinaŌer) and raƟonale for this Scheme; Company 3 are listed on the Stock Exchanges.
2. PART II deals with the definiƟons, share capital and date of taking effect 4. The Transferor Company 4 (as defined hereinaŌer) is a company
and implementaƟon of this Scheme; incorporated under the provisions of the Companies Act, 1956.
3. PART III deals with the amalgamaƟon of the Transferor Companies (as The Transferor Company 4 is engaged in the business of retailing of
defined hereinaŌer) with the Transferee Company (as defined hereinaŌer); fashion, household and consumer products through departmental
and neighbourhood stores under various formats across the country.
4. PART IV deals with the transfer and vesƟng of the LogisƟcs & Warehousing The equity shares of the Transferor Company 4 are listed on the Stock
Undertaking (as defined hereinaŌer) from FEL (as defined hereinaŌer) as Exchanges. The non-converƟble debentures of the Transferor Company 4
a going concern on a Slump Sale (as defined hereinaŌer) basis to RRVL (as are listed on BSE Limited. The US dollar denominated bonds of Transferor
defined hereinaŌer); Company 4 are listed on Singapore Stock Exchange.
5. PART V deals with the transfer and vesƟng of the Retail & Wholesale 5. The Transferor Company 5 (as defined hereinaŌer), is a company
Undertaking (as defined hereinaŌer) from FEL as a going concern on a incorporated under the provisions of the Companies Act, 1956. The
Slump Sale basis to RRVL WOS (as defined hereinaŌer); Transferor Company 5 is an integrated and IT enabled end-to-end
6. PART VI deals with the PreferenƟal Allotment (as defined hereinaŌer) by supply chain and logisƟcs company with capabiliƟes in handling modern
FEL of PreferenƟal Equity Shares (as defined hereinaŌer) and PreferenƟal warehousing, express logisƟcs, cold chain logisƟcs, etc. The equity shares
of the Transferor Company 5 are listed on the Stock Exchanges. The non-
Warrants (as defined hereinaŌer) to RRVL WOS; and converƟble debentures of the Transferor Company 5 are listed on BSE
7. PART VII deals with the general terms and condiƟons applicable to this Limited.
Scheme. 6. The Transferor Company 6 (as defined hereinaŌer), is a company
incorporated under the provisions of the Companies Act, 1956. The
PART I Transferor Company 6 is engaged in the business of online retailing of
consumer goods and products. The Transferor Company 6 is a wholly
OVERVIEW, DESCRIPTION OF COMPANIES AND owned subsidiary of the Transferee Company. The equity shares of the
RATIONALE FOR THIS SCHEME Transferor Company 6 are not listed on any Stock Exchanges.
(A) OVERVIEW OF THE SCHEME 7. The Transferor Company 7 (as defined hereinaŌer), is a company
1. The Transferor Companies and the Transferee Company belong to the incorporated under the provisions of the Companies Act, 1956. The
Future group. Transferor Company 7 is engaged in the business of leasing tangible
2. RRVL and RRVL WOS belong to the Reliance group. movable fixed assets including plant and machinery, machinery spares,
tools, accessories, furniture and fixtures for operaƟon of retail units. The
3. This Scheme provides for the following: Transferor Company 7 is a wholly owned subsidiary of the Transferor
(i) amalgamaƟon of the Transferor Companies with the Transferee Company 6. The equity shares of the Transferor Company 7 are not listed
Company; on any Stock Exchanges.
(ii) transfer and vesƟng of the LogisƟcs & Warehousing Undertaking 8. The Transferor Company 8 (as defined hereinaŌer), is a company
from FEL to RRVL on a Slump Sale basis; incorporated under the provisions of the Companies Act, 2013. The
(iii) transfer and vesƟng of the Retail & Wholesale Undertaking from Transferor Company 8 is engaged in the business of providing wholesale
FEL to RRVL WOS on a Slump Sale basis; and trade services. The Transferor Company 8 is a wholly owned subsidiary of
the Transferor Company 6. The equity shares of the Transferor Company
(iv) PreferenƟal Allotment by FEL of PreferenƟal Equity Shares and 8 are not listed on any Stock Exchanges.
PreferenƟal Warrants to RRVL WOS. 9. The Transferor Company 9 (as defined hereinaŌer), is a company
This Scheme is presented under SecƟons 230 to 232 and other incorporated under the provisions of the Companies Act, 2013. The
applicable provisions of the Act (as defined hereinaŌer) read Transferor Company 9 is engaged in the business of wholesale trading
with SecƟons 2(1B), 2(42C) and other applicable provisions of the and personal and household goods; providing complete range of supply
Income Tax Act (as defined hereinaŌer). This Scheme also provides chain design and execuƟon soluƟons for food markeƟng and food
for various other maƩers consequent and incidental thereto. retail consumers including logisƟc ware housing services for all type of
(B) DESCRIPTION OF COMPANIES frozen foods; and catering to quick service restaurants, frozen foods
1. The Transferor Company 1 (as defined hereinaŌer), is a company processors, and modern retailers. The Transferor Company 9 is a wholly
incorporated under the provisions of the Companies Act, 1956. owned subsidiary of the Transferor Company 6. The equity shares of the
The Transferor Company 1 is engaged in the business of sourcing, Transferor Company 9 are not listed on any Stock Exchanges.
manufacturing, branding, markeƟng and distribuƟon of fast moving 10. The Transferor Company 10 (as defined hereinaŌer), is a company
consumer goods, food and processed food products across urban and incorporated under the provisions of the Companies Act, 2013. The
rural India. The equity shares of the Transferor Company 1 are listed Transferor Company 10 is engaged in the business of leasing and
on the Stock Exchanges (as defined hereinaŌer). The non-converƟble rental services of commercial and industrial machinery. The Transferor
debentures of the Transferor Company 1 are listed on BSE Limited. Company 10 is a wholly owned subsidiary of the Transferor Company 6.
2. The Transferor Company 2 (as defined hereinaŌer), is a company The equity shares of the Transferor Company 10 are not listed on any
incorporated under the provisions of the Companies Act, 1956. The Stock Exchanges.
Transferor Company 2 is engaged in the business of retailing of fashion 11. The Transferor Company 11 (as defined hereinaŌer), is a company
products through departmental and neighbourhood stores under various incorporated under the provisions of the Companies Act, 2013. The
formats across the country. The equity shares of the Transferor Company Transferor Company 11 is engaged in the business of leasing equipment,
2 are listed on the Stock Exchanges. The non-converƟble debentures of fixtures and furniture required for various retail units. The Transferor
the Transferor Company 2 are listed on BSE Limited. Company 11 is a wholly owned subsidiary of the Transferor Company 6.
3. The Transferor Company 3 (as defined hereinaŌer), is a company The equity shares of the Transferor Company 11 are not listed on any
incorporated under the provisions of the Companies Act, 1956. The Stock Exchanges.
2 I Exhibit - I
12. The Transferor Company 12 (as defined hereinaŌer), is a company 22. RRVL WOS is a company incorporated under the provisions of the
incorporated under the provisions of the Companies Act, 2013. The Companies Act, 2013. RRVL WOS is incorporated to carry on the business
Transferor Company 12 is engaged in the business of leasing equipment, of acquiring, seƫng-up, construcƟng, establishing, running, operaƟng
fixtures and furniture required for various retail units. The Transferor and managing stores, markets, malls, shopping outlets, cash and carry
Company 12 is a wholly owned subsidiary of the Transferor Company 6. operaƟons, or any format and carrying on business as agent, franchisee,
The equity shares of the Transferor Company 12 are not listed on any distributor and dealer of all kinds of products for the consumer market
Stock Exchanges. and of operaƟng, establishing, providing and managing online retail in
13. The Transferor Company 13 (as defined hereinaŌer), is a company various forms including e-commerce and m-commerce websites, direct to
incorporated under the provisions of the Companies Act, 1956. The home and mail order services for all categories of products and services;
Transferor Company 13 is engaged in the business of leasing equipment, and dealing in all kinds of goods, materials and items in India or in any
fixtures and furniture required for various retail units. The Transferor other part of the world. RRVL WOS is a wholly owned subsidiary of RRVL.
Company 13 is a wholly owned subsidiary of the Transferor Company 6. The equity shares of RRVL WOS are not listed on any Stock Exchanges.
The equity shares of the Transferor Company 13 are not listed on any (C) RATIONALE
Stock Exchanges. 1. The Reliance group, in order to expand its retail and wholesale footprint,
14. The Transferor Company 14 (as defined hereinaŌer), is a company is desirous of acquiring the logisƟcs & warehousing and retail & wholesale
incorporated under the provisions of the Companies Act, 1956. The businesses and related assets housed in various Transferor Companies
Transferor Company 14 is engaged in the business of mall management as a going concern on Slump Sale basis in the manner provided in this
and allied services. The Transferor Company 14 is a wholly owned Scheme.
subsidiary of the Transferor Company 6. The equity shares of the 2. To facilitate the above acquisiƟon by Reliance group, the Future group,
Transferor Company 14 are not listed on any Stock Exchanges. as a first step, is desirous of consolidaƟng the logisƟcs & warehousing
15. The Transferor Company 15 (as defined hereinaŌer), is a company and retail & wholesale businesses and related assets housed in various
incorporated under the provisions of the Companies Act, 1956. The Transferor Companies in the Transferee Company.
Transferor Company 15 is engaged in the business of warehousing and 3. The Reliance group proposes to acquire a minority interest in the
realty development. The Transferor Company 15 is a wholly owned Remaining Business (as defined hereinaŌer) which will be carried on by
subsidiary of the Transferor Company 6. The equity shares of the the Transferee Company post the Scheme and accordingly, is desirous of
Transferor Company 15 are not listed on any Stock Exchanges. subscribing to PreferenƟal Equity Shares and PreferenƟal Warrants to be
16. The Transferor Company 16 (as defined hereinaŌer), is a company issued by the Transferee Company.
incorporated under the provisions of the Companies Act, 2013. The The Scheme is in the best interests of the shareholders, employees and the
Transferor Company 16 is engaged in the business of leasing assets creditors of each of the ParƟes (as defined hereinaŌer).
conducive to the business of operaƟng retail stores. The Transferor
Company 16 is a wholly owned subsidiary of the Transferor Company 6.
The equity shares of the Transferor Company 16 are not listed on any PART II
Stock Exchanges. DEFINITIONS, SHARE CAPITAL AND DATE OF
17. The Transferor Company 17 (as defined hereinaŌer), is a company TAKING EFFECT AND IMPLEMENTATION OF THIS
incorporated under the provisions of the Companies Act, 1956. The SCHEME
Transferor Company 17 is engaged in the business of leasing assets 1. D EFINITIONS
conducive to the business of operaƟng retail stores. The Transferor
Company 17 is a wholly owned subsidiary of the Transferor Company 6. 1.1 I n this Scheme, (i) capitalised terms defined by inclusion in quotaƟons
The equity shares of the Transferor Company 17 are not listed on any and/ or parenthesis shall have the meanings so ascribed; and (ii) the
Stock Exchanges. following expressions shall have the meanings ascribed hereunder:
18. The Transferor Company 18 (as defined hereinaŌer), is a company “Act” means the Companies Act, 2013;
incorporated under the provisions of the Companies Act, 1956. The “Applicable Law” or “Law” means any applicable naƟonal, foreign,
Transferor Company 18 is engaged in the business of providing real estate provincial, local or other law including applicable provisions of all (a)
soluƟons with own or leased property and leases assets conducive to the consƟtuƟons, decrees, treaƟes, statutes, laws (including the common
business of operaƟng retail stores. The Transferor Company 18 is a wholly law), codes, noƟficaƟons, rules, regulaƟons, policies, guidelines, circulars,
owned subsidiary of the Transferor Company 6. The equity shares of the direcƟons, direcƟves, ordinances or orders of any Appropriate Authority
Transferor Company 18 are not listed on any Stock Exchanges. (as defined hereinaŌer); (b) Permits (as defined hereinaŌer); and (c)
19. The Transferor Company 19 (as defined hereinaŌer), is a company orders, decisions, injuncƟons, judgments, awards and decrees of or
incorporated under the provisions of the Companies Act, 1956. The agreements with any Appropriate Authority (as defined hereinaŌer)
Transferor Company 19 is engaged in the business of providing end-to- having jurisdicƟon over the ParƟes as may be in force from Ɵme to Ɵme;
end enterprise wide soluƟons to enable its clients to achieve short term “Appointed Date” means the EffecƟve Date;
and long-term businesses and informaƟon technology objecƟves. The
Transferor Company 19 is a wholly owned subsidiary of the Transferor “Appropriate Authority” means:
Company 6. The equity shares of the Transferor Company 19 are not (a) the government of any jurisdicƟon (including any naƟonal, state,
listed on any Stock Exchanges. municipal or local government or any poliƟcal or administraƟve
20. The Transferee Company is a company incorporated under the provisions subdivision thereof) and any department, ministry, agency,
of the Companies Act, 1956. The Transferee Company is engaged in the instrumentality, court, Tribunal, central bank, commission or
business of manufacturing and trading. The equity shares and Class B other authority thereof;
equity shares (Series 1) of the Transferee Company are listed on Stock (b) any governmental, quasi-governmental or private body or agency
Exchanges. The non-converƟble debentures of the Transferee Company lawfully exercising, or enƟtled to exercise, any administraƟve,
are listed on BSE Limited. execuƟve, judicial, legislaƟve, regulatory, statutory, licensing,
21. RRVL is a company incorporated under the provisions of the Companies compeƟƟon, Tax, imporƟng, exporƟng or other governmental or
Act, 1956. RRVL is in the business of supply chain management for retail. quasi-governmental authority including without limitaƟon, CCI
The equity shares of RRVL are not listed on any Stock Exchanges. (as defined hereinaŌer), SEBI (as defined hereinaŌer), and the
Exhibit - I I 3
Tribunal (as defined hereinaŌer); and Date, immediately upon the effecƟveness of Part III of this Scheme, and
(c) any Stock Exchange. shall include (without limitaƟon):
“Board” in relaƟon to a Party (as defined hereinaŌer), means the (a) investments in subsidiaries, joint ventures, associate companies,
board of directors of such Party, and shall include a commiƩee of and other Persons in India or any jurisdicƟon outside India,
directors or any person authorized by such board of directors or whether exisƟng or which would come into existence on or before
such commiƩee of directors duly consƟtuted and authorized for the Appointed Date for carrying on the LogisƟcs & Warehousing
the maƩers pertaining to this Scheme or any other maƩer relaƟng Business, as may be determined and communicated by RRVL to
hereto; the other ParƟes;
“Business Day” means a day (other than a Saturday, a Sunday or a public (b) all movable and immovable properƟes of FEL in relaƟon to the
holiday) when commercial banks are open for ordinary banking business LogisƟcs & Warehousing Business, whether freehold or leasehold
in Mumbai, India; or licensed, including tenancy rights, hire purchase and lease
arrangements, real or personal, corporeal or incorporeal or
“CCI” means the CompeƟƟon Commission of India; otherwise, present, future, conƟngent, tangible or intangible, and
“EffecƟve Date” means the earlier of (i) the opening business hours of associated capital costs, warehouses, security deposits, capital
the first day of the calendar month immediately succeeding the calendar work in progress, easmentary rights, rights of way, furniture,
month in which last of the condiƟons specified in Clause 33 (CondiƟons fixtures, office equipment, appliances, cold storages, accessories,
Precedent) of this Scheme are complied with to the saƟsfacƟon of RRVL vehicles, all stocks, sundry debtors, deposits, provisions, advances,
and RRVL WOS or otherwise duly waived by RRVL and RRVL WOS in terms recoverables, receivables, Ɵtle, interest, cash and bank balances,
th bills of exchange, covenants, all earnest monies, security deposits,
of Clause 33 (CondiƟons Precedent); and (ii) the day falling on the 10
Business Day aŌer the date on which last of the condiƟons specified in or other enƟtlements, funds of FEL pertaining to or having
Clause 33 (CondiƟons Precedent) of this Scheme are complied with to capabiliƟes to be used for the LogisƟcs & Warehousing Business,
the saƟsfacƟon of RRVL and RRVL WOS or otherwise duly waived by RRVL goods or inventory as stock in trade, all types of products held
and RRVL WOS in terms of Clause 33 (CondiƟons Precedent). Reference as inventory for the purposes of offer for sale to customers (as
in this Scheme to the date of “coming into effect of this Scheme” or specifically inventoried on an actual basis through physical
“effecƟveness of this Scheme” or “effect of this Scheme” or “upon the stock check undertaken by RRVL, as may be determined and
Scheme becoming effecƟve” shall mean the EffecƟve Date; communicated by RRVL to the other ParƟes. For this purpose,
“Encumbrance” means (a) any charge, lien (statutory or other), or FEL and RRVL shall, on or prior to the EffecƟve Date, depute their
mortgage, any easement, encroachment, right of way, right of first authorised representaƟves including respecƟve senior officers
refusal or other encumbrance or security interest securing any obligaƟon to conduct a physical check of all goods, inventory as stock in
of any Person; (b) pre-empƟon right, opƟon, right to acquire, right trade, all types of products held as inventory being transferred
to set off or other third party right or claim of any kind, including any to, and vested in, RRVL by FEL), all import quotas and other
restricƟon on use, voƟng, transfer, receipt of income or exercise; or (c) quota rights, right to use and avail of telephones, telex, facsimile,
any hypothecaƟon, Ɵtle retenƟon, restricƟon, power of sale or other email, internet, leased lines and other communicaƟon faciliƟes,
preferenƟal arrangement; or (d) any agreement to create any of the connecƟons, installaƟons and equipment, uƟliƟes, electricity
above; and the term “Encumber” shall be construed accordingly; and electronic and all other services of every kind, nature and
descripƟon whatsoever and all the rights, Ɵtle, interests, goodwill,
“FEL” means: benefits, fiscal incenƟves, enƟtlement and advantages, conƟngent
for the purposes of Part IV and Part V of the Scheme, the Transferee rights or benefits belonging to or in the ownership, power,
Company as exisƟng immediately upon effecƟveness of Part III of the possession or the control of or vested in or granted in favor of or
Scheme; held for the benefit of or enjoyed by FEL in relaƟon to the LogisƟcs
& Warehousing Business;
for the purposes of Part VI of the Scheme, the Transferee Company as (c) The liabiliƟes relatable to the LogisƟcs & Warehousing Business
exisƟng immediately upon effecƟveness of Part IV and Part V of the aggregaƟng to Rs 675.78 crore (Rupees Six hundred seventy
Scheme. five crore and seventy eight lakhs), as specifically set out in
“Income Tax Act” means the Income-tax Act, 1961; Schedule I hereto (hereinaŌer referred to as “Transferred
“LogisƟcs & Warehousing Business” means the enƟre logisƟcs & LogisƟcs & Warehousing LiabiliƟes”). For the sake of clarity,
warehousing businesses and assets of FEL, immediately upon the the Transferred LogisƟcs & Warehousing LiabiliƟes, shall
effecƟveness of Part III of this Scheme, that consists of contract logisƟcs exclude all other liabiliƟes including: (i) any and all borrowings
including business processes to plan and create a customized supply relaƟng to the LogisƟcs & Warehousing Business availed on and
chain soluƟon, infrastructure design, inventory management, distribuƟon from 1 April 2020; (ii) any interest accrued on the borrowings
services, kiƫng bundling, unit cartonisaƟon and packaging soluƟons, relaƟng to the LogisƟcs & Warehousing Business on and for the
providing Ɵme bound PTL and FTL transportaƟon and distribuƟon services period commencing from 1 April 2020; (iii) any new creditors
using ‘hub-and-spoke’ network through dedicated containerized fleet of for supply of goods or services; and (iv) any increase in the
GPS-enabled trucks, warehousing, temperature controlled warehousing, amount payable to any of the Persons specified in Schedule I
transportaƟon vide reefer trucks and providing customized soluƟon hereto. Notwithstanding anything contained in the Scheme:
design, network design and route planning for perishable inventories, (i) the Transferred LogisƟcs & Warehousing LiabiliƟes shall not
carried out through FEL or its subsidiaries or joint venture enƟƟes or exceed the aggregate amount stated in this Clause; (ii) that the
associate companies, as may be determined and communicated by RRVL amounts specified against each Person in Schedule I hereto is
to the other ParƟes. For the avoidance of doubt, it is clarified that all the the maximum amount of liability to that Person, which will form
businesses of FEL (but no liabiliƟes thereof other than Transferred LogisƟcs part of the Transferred LogisƟcs & Warehousing LiabiliƟes; and
& Warehousing LiabiliƟes), immediately prior to the effecƟveness of Part (iii) accordingly on consummaƟon and coming into effect of this
IV and Part V of this Scheme, other than the (a) Remaining Business of Scheme, the amount payable by RRVL to any Person whose name
FEL; and (b) Retail & Wholesale Business, shall form part of LogisƟcs & appears in Schedule I hereto shall not exceed the corresponding
Warehousing Business; amounts specified against their name in Schedule I. In the event
“LogisƟcs & Warehousing Undertaking” means the undertaking of FEL that the Transferred LogisƟcs & Warehousing LiabiliƟes is lesser
pertaining to the LogisƟcs & Warehousing Business as of the Appointed than Rs. 675.78 crore on account of repayment to any of the
4 I Exhibit - I
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