Future v. Amazon: Supreme Court To Hear on 23 Nov Future's Plea Against Delhi HC's Refusal To Stay Singapore Tribunal's Order Halting Reliance Deal

The Supreme Court on Thursday agreed to hear Future Group's special leave petition challenging Delhi High Court's 29th October order refusing to grant an ad interim stay on the order passed by a Singapore based Arbitration Tribunal which refused to interfere with the Emergency Award restraining it to continue with the Reliance deal.

The Singapore International Arbitration Centre had in October rejected Future Group's plea to vacate the interim stay on the company's deal with Reliance passed in October last year

The matter will be listed on 23rd November 2021. 

A Bench comprising CJI NV Ramana, Justice AS Bopanna, and Justice Hima Kohli directed the matter to be listed with two special leave petitions filed by Future Coupons Private Ltd and Future Retail Ltd against the against the order passed by the single bench of the Delhi High Court that directed the attachment of assets of Future group companies and its promoters Kishore Biyani and others for breach of the Emergency Award.

The CJI led Bench also issued notice in an application filed by E-commerce giant Amazon against NCLT's September 28th order allowing Future Group's listed companies to hold shareholders and creditors meetings to seek approval to sell assets to Reliance Retail Retail Ventures Ltd.

On last occasion, 9th September, Supreme Court had stayed the proceedings instituted by global e-commerce giant Amazon for the enforcement of the Emergency Award passed in its favour by a Singapore-based arbitrator which halted the merger deal between Future Retail Limited and Reliance group.

Courtroom Exchange:

At the outset, Justice Hima Kohli told the Counsels appearing that her and her family has shares in Reliance Industries ltd and if anyone has any issue, she would recuse from the case.

"My sister is saying she has shares in Reliance, so ultimately the beneficiary if at all in the litigation may be Reliance. If someone has objection she'll recuse." CJI said.

The Counsels collectively said that they had no objection with Justice Kohli hearing the matter. The CJI then asked the same to be recorded in the order.

Senior Advocate Ranjit Kumar submitted that on last occasion, the Future Group had stated that they were awaiting the order of Arbitral tribunal. In meanwhile the arbitral tribunal has upheld the interim award and dismissed the applications regarding jurisdiction, dismissed stay vacate application.

He added that the Future Group them challenged that order before the Delhi High Court and wanted an interim order. However, since Supreme Court was seized of the matter, they said they will wait. Their interim application was dismissed against which they have filed the present SLP.

Mr Kumar argued that the interim award passed by the emergency arbitrator is now reinforced and Question of any authority pursuing matter for purpose of granting composite scheme, should be stayed.

He added that they have sought the same through their application along with a direction that no further steps be taken by them.

Senior Advocate Parag Tripathi appeared on behalf of the Future Group along with Senior Advocate KV Vishwanathan. 

Referring to the last hearing, CJI Ramana told Mr Tripathi "If you remember, the prayer at that point of time was, the matter which is seized by Singapore Arbitration tribunal is considering vacating of the order, so we recorded a consent order, but now it appears you lost there."

"Your ground that Singapore Arbitration Centre is considering passing some order is gone. You choose your remedies." CJI added.

"I've chosen my remedy before Delhi High Court and it is seized of the matter. On 4th January it will proceed further. Your lordship's order was brought to notice of the Delhi High Court." Tripathi said.

Mr Tripathi further submitted that he had mentioned Future's SLP yesterday before the CJI led Bench when the Bench had said that it will be taken up today.

Mr Tripathi informed the Court that there SLP has been filed against the Delhi High Court's order dated 29th October.

"I've perused High Court's order dated 29th. Let High Court pass an order." CJI said.

"If you go on doing everything what remains?" CJI asked

"All we are doing is, preparatory steps and conducting a meeting. My difficulty is, meeting takes 35-40 days." Mr Tripathi said.

Mr Tripthi then requested the Court to hear his SLP Against the Delhi High Court's order, hear all the cases together and pass an order.

"Okay I'll list this SLP also." CJI said.

Senior Counsel Ranjit Kumar then submitted "Firstly, in Arbitral Tribunal, evidence are over and arguments are over. Only expert witness remain which have been given a date in January. Secondly, in meantime, since injunction of Arbitral Tribunal is today operating, they should not take any steps on basis that your Lordships are considering the matter"

"You need not say that. We don't allow, we don't allow you to do everything, last time also Mr Gopal Subramaniam fairly agreed to pass a consent order on that ground. Otherwise where's the question of your SLP and all this? You file SLP, suits, go here and there and meanwhile go ahead, then what remains?" CJI told Mr Tripathi, appearing for FRL.

"May i make it very clear, we are not doing that." Tripathi responded.

FRL's Plea Against Delhi High Court's October Order: The Future Group has filed a special leave petition before the Supreme Court challenging Delhi High Court's 29th October order rejecting its plea of an ad interim stay on the order passed by a Singapore based Arbitration Tribunal which refused to interfere with the Emergency Award restraining it to continue with the Reliance deal.

The Singapore International Arbitration Centre had in October rejected Future Group's plea to vacate the interim stay on the company's deal with Reliance passed in October last year

Senior Advocate Harish Salve appearing for FRL had urged the Court to pass an interim order to clarify that the Supreme Court's order, which had stayed the proceedings instituted by Amazon for enforcement of the Emergency Award passed in its favour, would remain in force despite the order passed by the arbitration tribunal.

The High Court however was of the view that due to the pendency of various appeals before the Apex Court, a clearance would be needed to proceed in the matter.

Amazon's Application Before Supreme Court Against NCLT's Order: An application has been filed by Amazon against NCLT's order allowing Future Group's listed companies to hold shareholders and creditors meetings to seek approval to sell assets to Reliance Retail Retail Ventures Ltd.

Amazon has sought directions to set aside the September 28 order of the NCLT, Mumbai Bench, while the case is pending before the Supreme Court. It has further sought a stay on the NCLT order and on the operation of the notice of meetings issued by FRL.

On the other hand, FRL in its special leave petition has urged the Court to allow it to conduct a meeting in accordance with directions given by NCLT, Mumbai, on September 28.

What was the Delhi High Court single bench order?

A single judge bench of Justice JR Midha on March 18, 2021 had directed for attachment of property of Future group companies and their promoters including Kishore Biyani and had also directed them to file additional affidavits indicating the details of their assets and property for violation of the emergency award. Also, the Single Bench had rimposed a cost of Rs. 20 lakhs on FRL and its promoters for raising an untenable plea of nullity against the award and the cost was directed to be deposited in PM fund of Covid 19 to be used in vaccination of senior citizens belonging to the below poverty line group. The Court ordered the same to be deposited within 2 weeks and the same shall be put on record within 1 week thereafter.

The Court had held that the Emergency Arbitrator had rightly invoked the 'Group of Company' doctrine in relation to the Future Group companies and in view of this, the Court had also issued show-cause notice to as to why they shouldn't be detained in civil prison for violation of the order dated 25th October 2020.

After the retirement of Justice JR Midha in June this year, the matter was assigned to a bench of Justice Suresh Kumar Kait.

Click Here To Read The Order