future retail: Amazon files another petition in SC against NCLT order on Future Retail
The latest petition is filed on a day when the Singapore International Arbitration Centre (SIAC) had dismissed a January petition by FRL to exclude itself as a party to the ongoing arbitration process.
In the Thursday petition, Amazon had accused the NCLT’s 28th September order of “being in violation” of 9
th September order by the apex court that had directed statutory bodies such as the NCLT, Competition Commission of India (CCI) and Securities and Exchange Board of India (Sebi) to put on hold all proceedings regarding the Rs 25,000 crore proposed deal between Future Group and Reliance Retail. Now Amazon is seeking a stay on the NCLT order as well asking the apex court to restrain the proposed meetings of shareholders and creditors of FRL scheduled to be held on 10
th and 11
th of November for which the Indian retailer had issued notices on 11th October.
While allowing the application of the Kishore Biyani-owned group on 28
th September, the division bench presided by Suchitra Kanuparthi and Chandra Bhan Singh had refused an oral application of the Amazon counsel to stay the operation of the order for one week.
In February, Amazon had approached the NCLT, objecting to Future Group’s petition that sought the latter’s approval to hold a shareholders’ meeting.
“The advocates of the company are in receipt of an intimation from advocates of Amazon.com NV Investment Holdings LLC that Amazon has filed an Interim Application in the SLP (Civil) Nos. 13556-13557 of 2021 filed by the company and pending before the Hon’ble Supreme Court of India,” FRL told the stock exchanges in a late evening filing on Wednesday.
In another regulatory filing late on Wednesday, FRL also intimated the stock exchanges about the SIAC latest order that has held that FRL is a “proper party” to the ongoing dispute between Amazon and Future Coupons Pvt. Ltd., the promoter company that owns 9.8% of the BSE-listed FRL.
The Singapore arbitration stems from Future Group’s August 2020 announcement that it had agreed to sell its assets and business on a slump sale basis to Reliance Retail for about Rs 25,000 crore.
Amazon objected to the deal and two months later had approached SIAC for a stay on the deal citing a 2019 investment agreement in FCPL that the US e-commerce giant argued restrained FRL from selling its assets to a dozen of large Indian and global entities including Reliance.
Amazon accused FRL of breach of contract while Future Group lawyers argued in different legal forums that the agreement is between promoter firm FCPL and Amazon and the listed entity FRL has nothing to do with it and is free to take a sell-off decision.
In August, the Supreme Court ruled that the October 2020 interim order by SIAC’s emergency arbitrator – that had stayed the Future-Reliance deal – is valid and enforceable in India.