NCLAT Issues Notices On Amazon's Plea Against CCI Order Suspending Approval For Deal With Future Coupons

The appellate tribunal has directed the Competition Commission of India (CCI) and FCPL to file their replies in the next 10 days, while Amazon can file a rejoinder in 3 days. NCLAT has set February 2 as the next date of hearing.

The National Company Law Appellate Tribunal (NCLAT) on Thursday issued notices over a petition filed by Amazon challenging fair trade regulator CCI's suspension of its over two-year-old approval for the e-commerce major's deal with Future Coupons Pvt Ltd (FCPL).

The appellate tribunal has directed the Competition Commission of India (CCI) and FCPL to file their replies in the next 10 days, while Amazon can file a rejoinder in 3 days. NCLAT has set February 2 as the next date of hearing.

The copies of replies and rejoinders shall be exchanged between the parties well in advance before the next hearing, said NCLAT. A two-member bench comprising Justice M Venugopal and V P Singh of the Principal bench also directed Amazon to file a convenient compilation of the voluminous petition it has filed for the purpose of their adjudication.

The appellate tribunal noted that the petition filed by Amazon has over 50 volumes with over 12,000 pages, and also directed the other parties to file a brief note of submissions.

''The counsel appearing for the respective parties are required to file the Convenience Compilations/ necessary documents/material papers 'for ease of convenience' and 'notes of submissions' containing not more than five to seven pages together with relevant Citations which they rely upon before the Office of the Registry not only through e-filing but also through the Hard copy,'' said NCLAT.

The bench said it wanted the pleading to be complete before taking any decision to stay a Rs 202-crore penalty imposed on Amazon.

NCLAT is an appellate authority for the orders passed by the CCI.

During the proceedings, senior advocate Gopal Subramaniam, representing Amazon, questioned the order passed by CCI on December 17 by revisiting its own order after around two years.

The commission has put its approval for the Rs 1,431 crore deal to acquire a 49 per cent stake in FCPL in abeyance and directed to seek a fresh one after filing Form II.

As arbitration in Singapore is going on, the complainant (Future Group firm) is asking to terminate the arbitration on the basis of the CCI order, Subramaniam said.

''Commission itself has said in the order that these proceedings are different from the arbitration but because this approval has kept in abeyance, they want to even stultify the arbitration,'' he added.

According to Subramaniam, all filings to CCI while taking the approval in 2019 were done in joint consultation with FCPL and it was a party to it.

Now that it is suffering from an injunction from an order passed by the emergency arbitrators from SIAC on the grounds of breach of agreement, it files a complaint before the fair trade regulator, he said.

''On the basis of this order, he (Future Group) says close the arbitration,'' Subramaniam said, adding the Supreme Court in its judgement of August 6, 2021 held the order passed by the emergency arbitrator as a ''valid order'' and enforceable.

Senior advocate Harish Salve, representing Future Group, and Additional Solicitor General N Venkataraman opposed its plea to grant interim stay over the CCI order.

The NCLAT observed that CCI has already given Amazon 60 days to comply with its order, including a fine of Rs 202 crore.

''Therefore, we give the opportunity to parties to file replies,'' the bench said.

Last month, the CCI had suspended the Amazon-FCPL deal saying that the US e-commerce major had suppressed information while seeking clearances for the transaction back then.

In a 57-page order, CCI had said the approval for the Amazon-Future Coupons deal ''shall remain in abeyance''.

Amazon and Future have been locked in a bitter legal tussle after the US e-commerce giant dragged Future Group to arbitration at the Singapore International Arbitration Centre (SIAC) in October 2020, arguing that Future Retail Ltd (FRL) had violated their contract by entering into a deal for the sale of its assets to billionaire Mukesh Ambani's Reliance Retail on a slump sale basis for Rs 24,713 crore.

Recently, Future Retail had also approached SIAC to stay the arbitration proceedings on the basis of the order passed by CCI.

However, SIAC had rejected the plea.

Following it, Future Group had approached the Delhi High Court, where a division bench on January 5, stayed proceedings scheduled on January 5-8 at SIAC.

The said order has also been challenged by Amazon before the Supreme Court.

SIAC is adjudicating Amazon's objections against Future Group's Rs 24,713-crore deal with Reliance Retail Ventures Ltd, a subsidiary of Reliance Industries Ltd, announced in August 2020, for sale of the retail and wholesale business, and the logistics and warehousing business.


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