Future-Reliance deal: SC to hear Amazon plea against HC verdict, asks NCLT not to pass final order

The Supreme Court Monday asked the NCLT not to pass the final order on amalgamation of Future Retail Ltd (FRL) with Reliance Retail as it agreed to hear Amazon's plea against the Delhi High Court verdict staying its single judge directive to maintain status quo on the deal.

During the brief hearing, the apex court proposed to pass an order to stay the proceedings before the National Company Law Tribunal (NCLT). The Future group had moved the tribunal seeking regulatory approvals to the Rs 24,713 crore deal with Reliance.

Senior advocate Harish Salve, appearing for the Future group, said however that the top court's stay order will prolong the proceedings by the NCLT by at least six weeks.

Recording his submission, the bench said, ''In the meantime, the NCLT proceedings will be allowed to go on but will not culminate in any final order of sanction of scheme (on amalgamation of FRL with Reliance).” A bench comprising Justices R F Nariman and B R Gavai issued notices to FRL, Chairperson Kishore Biyani and others and sought their replies to the Amazon plea.

''Issue notice... Counter Affidavit be filed within two weeks. Rejoinder Affidavit, if any, be filed within one week thereafter. List after three weeks,'' the bench said in its order.

The Delhi High Court on February 8 had stayed its single judge direction to FRL and various statutory authorities to maintain status quo on the mega deal.

The interim direction was passed on FRL's appeal challenging the February 2 order of the single judge.

The high court division bench had also declined Amazon's request to keep its order in abeyance for a week so that it can explore appropriate remedies.

In August last year, the Future group had reached an agreement to sell its retail, wholesale, logistics and warehousing units to Reliance.

Subsequently, Amazon took FRL into an emergency arbitration before the Singapore International Arbitration Centre (SIAC) over an alleged breach of contract by the Future group.

Amazon had first filed a plea before the high court (single judge) for enforcement of the October 25, 2020 Emergency Arbitrator (EA) award by SIAC restraining FRL from going ahead with its Rs 24,713 crore deal with Reliance Retail.

The high court division bench however said that it was staying the single judge order as FRL was not a party to the share subscription agreement (SSA) between Amazon and Future Coupons Pvt Ltd (FCPL) and the US e-commerce giant was not a party to the deal between FRL and Reliance Retail.

The bench further said it was of the prima facie view that the shareholding agreement (SHA) between FRL and FCPL, the SSA between FCPL and Amazon and the deal between FRL and Reliance Retail ''are different'' and ''therefore, the group of companies doctrine cannot be invoked''.

Another reason given by the court for its interim order was that there was prima facie no reason to seek a status quo order before the single judge.

The bench said there were a lot of contentious issues involved in the matter and it was not going to adjudicate on them at this stage.

It also said that its observations were only prima facie and the single judge ought not to be influenced by them when pronouncing the order on Amazon's plea for enforcement of the EA award by SIAC restraining FRL from going ahead with the deal.

FRL, in its appeal, had claimed that if the February 2 order was not stayed it ''would be an absolute disaster'' for it as the proceedings before the NCLT for approving the amalgamation scheme have been put on hold.

It has contended that the single judge's status quo order will effectively derail the entire scheme which has been approved by statutory authorities in accordance with law.

In its suit before the single judge for enforcing the EA award, Amazon has sought to restrain FRL from taking any steps to complete the transaction with entities that are a part of the Mukesh Dhirubhai Ambani (MDA) Group.

Amazon also sought detention of the Biyanis, directors of FCPL and FRL and other related parties in civil prison and attaching of their properties for alleged ''wilful disobedience'' of the EA order.

After the SIAC's EA order, Amazon wrote to the Securities and Exchange Board of India (Sebi), stock exchanges and CCI, urging them to take into consideration the arbitrator's interim decision as it is a binding order.

FRL thereafter moved the high court to restrain Amazon from writing to Sebi, CCI and other regulators about SIAC's order, saying it amounts to interfering with the agreement with Reliance.

A single judge on December 21 last year had on FRL's plea passed an interim order allowing Amazon to write to the statutory authorities, but also observed that prima facie it appeared the US e-commerce giant's attempt to control Future Retail was violative of FEMA and FDI rules.

Against the observation, Amazon moved an appeal before a division bench and during its pendency, it filed the suit for the enforcement of the EA award.