LexFUTURE COUPONS PRIVATE LIMITED & ORS. versus AMAZON.COM NV INVESTMENT HOLDINGS LLC & ORS
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A B C D E F G H 293 FUTURE COUPONS PRIVATE LIMITED & ORS. v. AMAZON.COM NV INVESTMENT HOLDINGS LLC & ORS. (Civil Appeal Nos. 859-860 of 2022) FEBRUARY 15, 2022 [N. V. RAMANA, CJI, A. S. BOPANNA AND HIMA KOHLI, JJ.] Companies Act, 2013 – ss. 230 to 232 – Continuation of proceedings before NCLT – Aggrieved by the sale transaction between FRL-RG, respondent initiated an arbitration proceeding before the Singapore International Arbitration Center (SIAC) – Respondent obtained an injunction order from an Emergency Arbitrator appointed in pursuance of the arbitration agreement between the parties, by which FRL was injuncted from taking any steps to materialize the deal, including injunction against proceedings before various Regulatory authorities – Meanwhile, CCI and SEBI approved the composite scheme proposed following the suit filed by the appellant-FRL – Thereafter, appellant-FRL filed sanction of the composite scheme of arrangement under the provisions of ss.230 to 232 of the Companies Act before NCLT and the same was pending – Supreme Court in SLP(civil) No. 13556-57 of 2021 by an interim order directed all the authorities i.e. NCLT, CCI and SEBI not pass any order for a period of four weeks – In W.P.(c) No.48 of 2022 before the Supreme Court, petitioner submitted that the NCLT proceedings for grant of final approval of the proposed scheme ought to continue as the culmination in the final order would take six to eight months for completing all the steps as required under the Companies Act, 2013 – Now, in the instant case, it was submitted that FRL is incurring expenditure everyday and there is an imminent threat of insolvency – Any delay in the proceedings before the NCLT will have serious ramifications and virtually render the agreement between FRL-RG redundant – Furthermore, the livelihood of employees of FRL was also at stake – Also, the continuation of the NCLT proceedings will not adversely affect respondent in any manner – Held: Considering the nature of the dispute and the fact that the proceedings before the NCLT are at advanced stage (at stage serial No.8, as per pleadings) along with [2022] 9 S.C.R. 293 293 A B C D E F G H 294 SUPREME COURT REPORTS [2022] 9 S.C.R. the fact that the appellant has incurred certain expenditure with respect to such proceedings, the appellant is given liberty to approach the High Court by filing an application seeking continuation of the NCLT proceedings beyond the stage at serial no. 8. CIVIL APPELLATE JURISDICTION: Civil Appeal Nos. 859- 860 of 2022. From the Judgment and Order dated 02.02.2021 and 18.03.2021 of the High Court of Delhi at New Delhi in OMP (ENF.) (COMM.) No. 17 of 2021. With Civil Appeal Nos. 861-862, 864 and 863 of 2022. Harish Salve, Mukul Rohatgi, K. V. Vishwanathan, Gopal Subramanium, Ranjit Kumar, Aspi Chinoy, Gourab Banerji, Amit Sibal, Nakul Dewan, Sr. Advs., Ameet Naik, Raghav Shankar, Abhishek Kale, Ms. Madhu Gadodia, Harshvardhan Jha, Mrs. Yugandhara Pawar Jha, Pankaj Patel, Mahesh Agarwal, Rishi Agarwala, Karan Luthra, Pranjit Bhhattacharya, Rishabh Parekh, E. C. Agrawala, Ashok Panigrahi, Ms. Geetanjali, Nabab Singh, Nagarkatti Kartik Uday, Ramesh Babu M. R., Ms. Manisha Singh, Ms. Nisha Sharma, Advs. for the appearing parties. The following Order of the Court was passed: ORDER 1. Before we deal with the issue at hand, it may be necessary to recount brief facts. Aggrieved by the sale transaction between Future Retail Limited (FRL)-Reliance Group, Amazon initiated an arbitration proceeding before the Singapore International Arbitration Center (SIAC), in terms of Future Coupons Pvt. Ltd. (FCPL)-Amazon agreements. 2. Amazon filed an application for emergency relief with the registrar of the SIAC court of arbitration seeking interim prohibitory injunction to prevent FRL and FCPL from taking further steps in the aforesaid transaction with the Reliance group. Parallelly, FRL filed a suit before the Delhi High Court in CS(COMM) No. 493 of 2020, against amazon for tortious interference in the scheme for the sale of assets. 3. Emergency Arbitrator, by order dated 25.10.2020, injuncted FRL from taking any steps to materialize the deal, including injunction A B C D E F G H 295 against proceedings before various Regulatory authorities. However, by order dated 21.12.2020, Delhi High Court came to a conclusion that Regulatory authorities had to pass appropriate orders considering the representation of both FRL and Amazon, before granting approvals. 4. In the meanw
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