The Delhi High Court on Monday refused to restrain Jeff Bezos-led Amazon from interfering in Kishore Biyani-headed Future Retail’s $3.4 billion deal with Mukesh Ambani-owned Reliance Retail by writing to statutory authorities.
The order was pronounced by a Single Judge Bench of Justice Mukta Gupta in the suit by Future Retail Ltd after an Emergency Arbitrator of the Singapore International Arbitration Centre (SIAC) restrained Future Group from taking any steps in furtherance of the transaction with Reliance Retail, according to the information available on law platform Bar & Bench.
“However, the court passed a neutral observation that the balance of convenience lay both in favor of FRL and Amazon and also observed that the statutory authorities were free to form their own opinion as per law,” said Salman Waris, managing partner at technology law firm TechLegis Advocates and Solicitors, after doing an analysis of the development. “The Court opined that it was ‘a matter of trial’ to determine whether Amazon’s case outweighed FRL’s claim and for now, it was for the statutory authorities (or) regulators to come to their own right conclusion.”
In August, retail conglomerate Future Group struck a $3.4 billion asset sale deal with Reliance Industries Ltd (RIL). Amazon then sent a legal notice to Future, alleging the retailer’s deal breached an agreement with the American e-commerce giant. This was because last year, Amazon had bought a 49 percent stake in one of Future’s unlisted firms Future Coupons Pvt Ltd (FCPL) for Rs 1,430 crore. As per the conditions of the deal the disputes was arbitrated under SIAC rules and Amazon won a favorable ruling. Future Retail then approached the Delhi High Court seeking relief against the arbitration order passed by the SIAC with regard to its deal with Reliance.
The Delhi High Court, prima facie, found that the suit filed by Future Retail was maintainable, the Emergency Award was valid, and that Future Retail’s resolution approving the transaction with Reliance was also valid, according to Bar & Bench.
Waris of TechLegis said for Amazon, the court held that the ‘control’ as per the conflation of 3 agreements is not permitted under FEMA (Foreign Exchange Management Act) FDI (Foreign direct investment) rules, without the government’s approval. Thus, prima facie Amazon’s plea is void. However, Waris said the breach of the agreement by FRL would make a strong case for Amazon since it owns a stake in Future Coupons Pvt Ltd, which is, in turn, has a 9.82 percent shareholder in FRL.
Without challenging the Emergency Award before the High Court, FRL had prayed Amazon be prevented from writing to statutory authorities such as the Securities and Exchange Board of India (Sebi) in an attempt to stall the deal, according to Bar & Bench.
Also, FRL had asserted that the Emergency Award was of no consequence as it was not enforceable in the Indian regime.
Earlier Future Retail’s representative had told the arbitration panel that if the deal with Reliance Retail fails, then the company would go into liquidation. The closure of the company would lead to over 29,000 job losses. Also, the company lost Rs 7,000 crore in revenue in the first three to four months of the pandemic phase.
“(As) For Future, FRL does not want Amazon to interfere in the $3.4 Billion asset sale deal,” said Waris. “Moreover, it also contended that being an investor in Future Coupons Pvt Ltd and not FRL, Amazon had no say in a transaction between FRL and Reliance.”
Waris said Reliance supported FRL’s case before the High Court, arguing that Amazon was “playing mischief” by stalling the deal that would save FRL from going under. “The said deal would get the benefit of economies of scale as Reliance Retail is India’s largest, most profitable retail business and is the fastest-growing retailer in the world thus far,” said Waris.
Last month the court witnessed a lot of drama in this case. Future Retail which was represented by senior advocate Harish Salve likened Amazon to the “East India Company’” and told the court that its interference in the Future-Reliance deal would result in thousands of job losses and make FRL bankrupt. Amazon, represented by senior advocate Gopal Subramanium, told the court that it has invested $6.5 billion all over India and created 900,000 jobs. He had said some comments were made which were misplaced and said that the rhetoric should be kept aside on Amazon being called “East India Company.”
Meanwhile, in November, the Competition Commission of India (CCI) cleared Reliance Industries’ (RIL) bid to buy Future group’s retail, wholesale and logistics assets even as Amazon had sought to block the transaction, alleging contractual violations by Future.