NCLAT declines interim relief to Amazon, issues notices to CCI & Future

When all the transactions were over; money had been paid and everything had been done, a complaint was filed before the Commission and it gave a different order, he said.

Amazon has been opposing Future Retail's Rs 24,713-crore deal for merger with Reliance Retail on the basis of the 2019 deal with FCPL, arguing that it had the first right of refusal in any stake sale by Future.
Amazon has been opposing Future Retail's Rs 24,713-crore deal for merger with Reliance Retail on the basis of the 2019 deal with FCPL, arguing that it had the first right of refusal in any stake sale by Future.

The National Company Law Appellate Tribunal (NCLAT) on Thursday refused to grant interim relief to Amazon by way of staying the December 17 order of the Competition Commission of India (CCI), which suspended the regulatory approval for the e-commerce major’s 2019 deal with Future Group.

The appellate tribunal, however, issued notices over Amazon’s petition to CCI and Future Coupons (FCPL), and asked them to file their replies in the next 10 days. It also directed Amazon to file a rejoinder over it.

The matter will next be heard on February 2.

The two-member bench comprising justices M Venugopal and VP Singh of the principal bench also asked Amazon to file a convenient compilation of the voluminous petition it has filed for the purpose of their adjudication. It directed the other parties to file a brief note of submissions. The bench said it wanted the pleading to be complete before taking any decision to stay the Rs 202-crore penalty imposed on Amazon.

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

The CCI’s December 2021 order followed complaints filed by FPCL, Future Retail’s independent directors and the Confederation of All India Traders (CAIT) alleging that Amazon, in its plea before CCI for the approval of its 49% acquisition in FCPL in 2019, had not disclosed the intent to indirectly control Future Retail, the parent company of FCPL.

In its December 17 order, the antitrust regulator had said an approval granted to Amazon in 2019 to acquire 49% stake in FCPL would ‘stand in abeyance’, as the company suppressed information while seeking clearance. CCI also imposed a Rs 202-crore penalty on Amazon.

On Thursday, senior counsel Gopal Subramaniam, appearing on behalf of Amazon, in his argument said all the agreements were disclosed before the CCI and nothing was hidden. Competition assessment of the deal was also undertaken by the Commission and it was held that there was no appreciable adverse effect on the competition. After that the Commission had granted the approval.

When all the transactions were over; money had been paid and everything had been done, a complaint was filed before the Commission and it gave a different order, he said.

Amazon has been opposing Future Retail’s Rs 24,713-crore deal for merger with Reliance Retail on the basis of the 2019 deal with FCPL, arguing that it had the first right of refusal in any stake sale by Future.

Amazon dragged Future Group to arbitration at the Singapore International Arbitration Centre (SIAC) in October 2020, arguing that FRL had violated their contract by entering into a deal for the sale of its retail assets to Reliance Retail on a slump sale basis. However, Future has denied any wrongdoing. The matter is sub judice before the Supreme Court as well as the Delhi High Court involving several matters.

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