This article has been written by Saloni Neema from Damodaram Sanjivayya National Law University Visakhapatnam.

Introduction

The Future Group is a Mumbai-based private conglomerate. With well-known grocery chains like Big Bazaar and Food Bazaar, lifestyle stores like Brand Factory and Central, and a strong presence in integrated foods and FMCG manufacturing, the group is well-known in India’s retail and apparel industries.

In the 1980s, Kishore Biyani, a first-generation entrepreneur, started selling stone-wash denim cloth in Mumbai. His ambition was to make something that previously only the rich could afford accessible to all. In the near future, he intended to create his own products, distribution networks, and invest aggressively in developing the country’s leading consumption ecosystem. He participated in and mentored a host of other entrepreneurs and brands along the way. “Rewrite Rules, Retain Values,” is the organization’s mantra, and he represents it and sees Indianness as the organization’s core value. In 2001, Biyani evolved a Pan India Model- “Big Bazaar”, a Hyper Market Chain. This Article focuses on the Micro and Macro analysis of future group, Legal provisions of future Group and also the challenges and future prospects of future Group and how the changes in customer purchasing habits and the whole format of retail, shopping in India has undergone a revolution. 

More than 600 million people have visited the 2,000 Future Group stores, which span 24 million square feet and are located in over 400 cities and towns. eCommerce sites, social media, and smartphone apps like Future Pay and Easy Day Club enable millions of people to connect with the group’s brands and businesses. Its flagship chain, Big Bazaar, is consistently ranked among the most trusted retail brands in the world. Easy Day Club and Heritage Fresh, two of Its small neighbourhood supermarket chains, operate closer to consumers’ homes and provide a variety of services to members.

Retail industry 

In India, retail remains a substantial contributor to the economy, a large employer, and a systemically important sector. With a market cap of $1 trillion, the retail industry is one of the world’s fastest developing economies. A retailer is a person, agency, agent, company, or organisation that is responsible for getting goods, merchandise, or services to the final consumer.

With changes in customer purchasing habits and the whole format of retail, shopping in India has undergone a revolution. The fact that there are multi-story malls, massive shopping centers, and sprawling complexes that deliver food, shopping, and entertainment all under one roof demonstrates India’s new retail industry.

Product portfolio of Future Group

Future Group is a commercial conglomerate that manages almost all of its operations across its numerous operating firms focused on target industries.

1) For example, “supermarkets / hypermarket Big Bazaar, FBB, Food Bazaar, Food Hall, home town, etc. Driven by its sales division, Future Retail Limited.

2) While its fashion and clothing stores Brand Factory, Central, and Planet Sports are operated by one of its subsidiaries, Future Lifestyle Fashions Limited”.

3) Furniture is remodeled by HomeTown stores in major cities.

4) Through many of these shops and fashion stores, the group also promotes its own fashion and sports products such as Indigo Nation, Spalding, Lombard, Bare, etc., and FMCGs such as Tasty Treat, Fresh & Pure, Clean Mate, Ektaa, Premium Harvest, Sach, etc.

5) It also has companies operating directly to handle internal financial matters and consulting within its group.

Future Group orientation towards marketplace 

There are  mainly  five  concepts  related  to  company orientation towards  market place which are:

1. The Production concept
2. The Product concept
3. The Selling concept
4. The Marketing concept
5. The Holistic marketing concept

The selling concept is the definition that refers to Big Bazaar. The theory is that if the buyer is left on their own devices, they will not spend enough. This is also real, and Big Bazaar makes use of it by putting each special product and its personal product on display on the shelf. encourages customers to purchase more and different goods. Their need for aggressive consumer contact. There is a salesperson on the counter who helps the customer find the best product. When a buyer is undecided on whether or not to purchase a product, the salesperson informs them about the product and its importance in their lives. After hearing all of this information about the product, the buyer decides whether or not to buy it. As a result, aggressive contact with the consumer is expected.

This principle further states that vigorous product messaging is needed in order for buyers to make a purchase. Overall, this definition implies that you can market what you want rather than what the consumer needs.

The marketing concept is a another concept. Big Bazaar follows the idea of “creating the best and delivering the best” by their SACH brand. They strive to produce the best Sachin Tendulkar and offer a high-quality commodity.

Next  concept  comes the holistic marketing which means everything matters in this market. The integrated marketing includes  the four P‟s i.e. Product, Price, Place and Promotion. Big Bazaar pays close attention to product quality, offers products at a cheaper cost to customers, is located in a convenient location for both customers and businesses, and promotes itself through various channels such as tv, print, and online.

Price

A product is just as valuable as the buyer is willing to pay for it. The price must be competitive, but it does not have to be the cheapest. “Is se sasta aur accha aur kahin nahi,” says the tagline. They operate on a scale economics model. The aim of their pricing strategy is to achieve “Maximum Market Share.” The following are some of the strategies used at Big Bazaar:

Value Pricing (EDLP-Every Day Low Pricing): Big Bazaar guarantees that customers can get the best deal possible without having to clip coupons, wait for sales, or compare prices.

Promotional Pricing: Big Bazaar has low-interest lending. As a promotional tactic, the principle of psychological discounting (Rs. 99, Rs. 49, etc.) is used. Special Event Pricing is also available at Big Bazaar (Close to Diwali, and Durga Pooja).

Differentiated Pricing: Time pricing, or the disparity in cost between peak and non-peak hours or days of shopping, is another pricing strategy used in Indian retail, and one that Big Bazaar employs actively.

Bundling: Customers are being offered discounts and combo sets are being sold. Customers profit from the combo-packs.

Microanalysis of Future Group

Income

INCOME	Year Ended March 31,2020	Year Ended March 31, 2019
Revenue From Operations	20,331.72	20,332.58
Other Income	86.68	23.14
Total Income	20,418.40	20,355.72

*amount in crore

The revenue from operation was lesser and the other income was higher in the year 2020. This indicates less revenue collected as compared to the year 2019. 

Expenses

EXPENSES	Year Ended March 31,2020	Year Ended March 31, 2019
Purchase of Stock-In-Trade	15,173.26	15,515.90
Change in inventories of Stock-in-Trade	(161.97)	(655.39)
Employee Benefits Expense	977.51	1,090.17
Finance Costs	1,025.82	228.12
Depreciation and Amortization Expense	1,098.72	104.02
Other Expenses	2,287.22	3,345.46
Total Expenses	20,400.56	19,628.28

The expenses were lesser in the year 2019 as compared to the year 2020. This indicates that more expenses have incurred in the year 2020.

Profit

	Year Ended March 31,2020	Year Ended March 31,2019
Profit Before Share of Loss From Joint Venture	17.84	727.44
Share of Loss From Joint Venture	(3.76)	(0.24)
Profit Before tax	14.08	727.20
Total Tax Expense
Current Tax	0.09	0.01
Deferred Tax	2.70	–
Profit For The Year	11.29	727.19

Profit is created 

When income is more than expenses, the company faced a similar situation in 2019 when the expenses were less than income. The expenses were 20,400.56 and the income was 20418.40.

Zero profit

When the income is equal to expenses, the company faces the situation of zero profit.

Loss is created

When the income is less than the expenses, loss is created.

The profit of the company for the year ended 31st march 2019 was 727.19 crores and for the year ended 31st march 2020 was 11.29 crores. This indicates that the profit in 2019 was much higher than that of 2020.

Currently, the company is earning profit as income is more than expenses.

Employee benefit expense

Employee Benefits Expense	Year Ended March 31,2020	Year Ended March 31,2019
Salaries, Wages and Bonus	869.95	981.05
Contribution to Provident and Other Funds	66.24	59.92
Employee Stock Option Expense	14.72	16.44
Staff Welfare Expenses	26.60	32.76
	977.51	1,090.17

The salaries and wages went down because of covid-19 pandemic as the whole economy also suffered the loss and it is evident with the given wage statistics. The total employee benefits expenses decreased by 112.66 crores. After taking into account the advantages available under the Income-tax Act of 1961, a provision for existing tax is made.  

Human resources, according to FUTURE GROUP, are critical to the Company’s continued growth and development. People Office has established a remuneration programme to attract, retain, and inspire workers by providing competitive pay and retirement benefits. Salary, bonuses, short-term paid absences, performance compensation, and the estimated cost of bonus, among other benefits, are recorded as an expense in the declaration of profit and loss at the undiscounted rate.

Finance cost

Finance Costs	Year Ended March 31,2020	Year Ended March 31,2019
Interest Expense	1,005.39	219.86
Other Borrowing Costs	20.43	8.26
	1,025.82	228.12

Increase in the finance cost of the company shows that the company has borrowed more in the year 2020. The interest expense showed an increase of 785.53 crores and other borrowing costs increased by 12.17 crores.

Capital

EQUITY SHARE CAPITAL	As at March 31,2020	As at March 31,2019
Opening Balance	100.52	100.40
Issue of Equity Shares Under Employee Stock Option Scheme	4.96	0.12
Closing Balance	105.48	100.52
RETAINED EARNINGS	As at March 31,2020	As at March 31,2019
Closing Balance	(1,054.26)	620.86
CAPITAL RESERVE	(124.20)	(124.20)

The capital reserve remained the same in both the years. There was a change in the equity share capital and retained earnings of the company. The equity share capital increased by 4.96 crores.

Subsidiary Companies

TNSI Retail Private Limited is a subsidiary of Travel News Services (India) Private Limited.

• Welcome Retail Private Limited is a privately held company.
• Future 7-India Convenience Limited is a company based in India (f.k.a SHME Food Brands Limited).

Company B Joint Venture

Future Retail LLC is a company that specializes in retail.

Macro analysis

Contribution to national income 

Income method approach 

ELEMENTS	Amount (in lakhs)
Compensation of employees	977.51
Rent	109.85
Profit	11.29
Interest	34.11
Mixed Income	0

By calculating all the elements in income method, the GVA= 1132.76 Crores only. 

Joint-venture partnership

Celio

Celio, a French fashion house, launched in India in 2008 through a 50:50 joint venture with Pantaloons Retail India Ltd, a subsidiary of Future Group (now Future Retail Ltd). Celio’s interest in the joint venture was increased to 65 percent in November 2013.

Clark

C&J Clark International Ltd. is a clothing and apparel retailer headquartered in the United Kingdom. The Future Group and Clarks Future Footwear Ltd have formed a 50:50 joint venture (JV). On April 19, 2011, the JV opened its first (1,600 sq ft.) stand-alone store in Connaught Place, Delhi. In this range, the brand aims to capture a slice of the luxury market.

Reliance-retail acquisition

Reliance Retail and Future Group agreed to buy each other’s retail and wholesale companies, as well as their distribution and warehousing businesses, for $3.4 billion on August 29, 2020. [nine] The deadline for Reliance Retail to conclude the Rs 24,713 crore contract with Future Group has been extended.

Amazon–future deal 

The COVID-19 pandemic, as well as the resulting global market crisis and volatile overall economic condition, may have an effect on the underlying expectations and projections used to schedule the Company’s financial results, resulting in real results varying from those considered as of the date of acceptance of these financial results.

Impact of COVID-19

The Company’s stores in most states were forced to close as a result of the novel corona virus (COVID-19) epidemic, with the exception of supplying only essential products and groceries as requested by local and state government departments. Customers’ selective spending on essentials, temporary store openings, revenue growth, substantial decreases in footfalls, and temporary store closures all have a negative effect on the Company’s business. In addition, with the exception of critical services, the bulk of the Company’s staff worked from home as part of the company’s “work from home” programme. The COVID-19 pandemic, as well as the resulting global market crisis and volatile overall economic condition, may have an effect on the underlying expectations and projections used to schedule the Company’s financial results, resulting in real results varying from those considered as of the date of acceptance of these financial results.

Legal analysis of Future Group

Law refers to all the rules and principles that regulate our relationships with other individuals and the State.

Definition of Law – A body of rules developed and enforced by the State in the administration of justice.

Objectives of Law – Basic rights to citizens, Peace & internal security, International relations, Socio-economic justice, Business, trade & employment, Social customs & practices, Crime & punishment.

Disclosure under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The corporation has put in motion a robust plan to prevent sexual harassment in the workplace. By implementing protocols for identifying, addressing, and mitigating sexual discrimination, the initiative aims to deter bullying of employees and contractors. The provisions of the Internal Complaints Committee (“ICC”) have been observed by the Company. In addition, the ICC is in charge of conducting investigations into sexual harassment allegations and enforcing the policy’s laws. The ICC provides training sessions mainly focusing on investigation by various forms of case studies, role plays activities based on real-life situations, the role of the ICC, critical attitudes of an ICC member, and investigative protocol & report writing.

Companies Act, 2013 

The Companies Act 2013, It governs the establishment and operation of firms and businesses in India. In 1956, the world’s first Companies Act was enacted, governing corporate enterprises in the country. The Bhabha Committee’s recommendations were incorporated into the 1956 Act. This Act has been revised many times, with the most recent revisions occurring in 2013. India is the first nation to make corporate social responsibility (CSR) investment obligatory by legislation under Section 135 of the 2013 Act. The Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, will regulate the resignation and dismissal of Independent Directors.

the rules of the Companies Act 2013 that regulate company administration in relation to decisions made by shareholders, whether by the Board or at General Meetings.

The Companies Act 2013 has replaced the 1956 Act.

Indian Copyright Act, 1957

Text, graphics, logos, button icons, photographs, audio clips, and applications on the Site are the property of www.futuregroup.in or its service suppliers and are protected by Indian copyright laws. All material on the Site has been compiled (meaning that it has been collected, arranged, and assembled) by www.futuregroup.in and is covered under Indian copyright laws of 1957.

Consumer Protection Act, 1986

The aim of the Consumer Protection Act 1986, clearly was to give the consumer’s rights a more protective feeling. It presents an It gives dealers a broader sense of accountability. The Act protects the numerous complaints against various goods and services. This makes the rule of 1986 a l On August 6, 2019, the Indian Parliament passed the historic Consumer Protection Bill, 2019, with the aim of ensuring timely and effective administration and settlement of consumer disputes. On August 9, 2019, the President of India signed the Consumer Protection Act, 2019 (New Act), which was published in the official gazette. The New Act will go into force on the date set by the federal government. The New Act seeks to update the Consumer Protection Act of 1986, which has been in effect for over three decades (Act).

Some of the Key Highlights of the New Act:

• Covers E-Commerce Transactions:

1. 1. Enhancement of Pecuniary Jurisdiction;
   2. E-Filing of Complaints;

• Establishment of the Central Consumer Protection Authority.

Indian Sale Of Goods Act, 1930

Future Retail Limited (“FRL” or the “Company”) was established with the aim of providing products and services to its clients and consumers in a way that benefits both parties. The Company knows that consumers have a say about the products and services they purchase and use, and it will work to make healthy goods available.

The Indian Sale of Goods Act, 1930 It was enacted on July 1, 1930, during the British Raj, and was largely influenced by the 1893 Sale of Goods Act. It refers to agreements in which the seller passes or agrees to transfer title (ownership) in goods to the buyer in exchange for a commission. With the example of Jammu and Kashmir, this is valid in India. According to the act, products delivered from a seller to a customer must be available at a certain price and over a certain period of time. On September 23, 1963, the act was revised and renamed the Sale of Goods Act, 1930. It was revised in 1963 and is now recognised in India and Bangladesh as the Sale of Goods Act, 1930.

The Indian Contract Act, 1872

According to the Indian Contract Act, 1872, is also applicable to the future group A contract is an arrangement between two or more parties that is enforceable by the law. It is made up of two pieces:

1. Consensus 
2. It is legally enforceable.

Agreement = offer + Acceptance 

Contract = Agreement + Enforceability by law 

Essential Elements of Valid Contract 

1. Offer & acceptance – The offer must be specific, and the approval of the offer must be unconditional.
2. Intention to create legal relationship – When two parties enter into a contract, they must intend to form a civil partnership.
3. Lawful consideration –it means something for something. 
4. Capacity of parties – competency A person should be of sound mind, 18+ years of age, he should not be a minor. 
5. Free Consent- There should not be any coercion, consent should be free. 
6. Lawful object, – object should not be opposed to public policy or immoral. 
7. Agreement not declared void – It should not be declared void. 

Amazon vs. Reliance conflicts 

Amazon acquired a 49 percent interest in Future Coupons, a Future Retail promoter company agency. Future’s contract with Reliance Retail, according to Amazon, is null and in breach of their 2019 arrangement.

The buyout agreement “between Kishore Biyani’s Future Group and Mukesh Ambani’s Reliance Industries is currently pending in the country’s highest court. In August 2020, the Future Group agreed to sell its retail, distribution, distribution, and warehousing businesses to Reliance Retail, a subsidiary of Reliance Industries, for nearly Rs 26,000 crore”.

Future Retail is expected to sell its grocery chain Big Bazaar to Reliance Retail, as well as sister retail brands such as Brand Factory, Home Town, Central, eZone, and others. Future Group claims that its banks are putting it under unreasonable pressure to repay the loan. The State Bank of India is one of the creditors. The company’s financial situation was exacerbated by the lockdown. The Future Group entered into this arrangement with Reliance in order to manage this debt. The Future Group had courted a number of companies prior to signing this agreement.

Future Retail signed a new contract with Amazon in August of this year. Amazon purchased a 49 percent stake in Future Coupons, At the time of the deal, according to Amazon, it had set a condition for Future Group not to sell its assets to a list of companies which included Mukesh Ambani’s Reliance Industries. Going by this contention, the deal between Reliance and Future is invalid.

Amazon then filed a complaint with the Singapore International Arbitration Centre, challenging the contract (SIAC). Biyani’s asset selling to Reliance Retail, according to Amazon, is a violation of a 2019 deal between Amazon and Future. The SIAC agreed with Amazon, putting the Reliance-Future agreement on hold. Future and Reliance, on the other hand, declined to follow the order. In particular, there is no process in India for enforcing international arbitration decisions.

Amazon then requested the SEBI to reject the Reliance-Future agreement and demanded that Reliance and Future follow the order. There is a provision in the Arbitration and Conciliation Act of 1996 that allows an interim order issued in an international seated arbitration to be enforced. The case is now in the hands of the Delhi High Court.

Reliance Retail plans to buy Future Group’s retail market, making it one of India’s largest rivals to Amazon, DMart, and Flipkart (owned by Walmart). Future Retail has over 1,500 locations in over 400 cities around the country.

According to Future Group’s statement, if the contract with Reliance is not authorised, the firm will be forced to close its doors, directly affecting the jobs of over 29,000 people.

Conclusion

Since the last decade, the retail sector has become fiercely competitive. Big Bazaar has been a reliable performer in the retail industry and has remained stable, but the retail sector is becoming more competitive as other retailers implement advanced technology. Big Bazaar should use the most up-to-date technologies to make improvements in the market climate in order to make it profitable. It should introduce new features to the market and employ new marketing tactics in order for the company to remain competitive. Employees will be more committed to their jobs and duties if they are provided with improved working conditions and refreshments. This will help the organisation achieve its future goals and reach new heights. As a result, it can be inferred that the retail sector as a whole will continue to play a significant role in the economy in the coming year.

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