In the result, I award, direct, and order as follows: Rajah, SC was appointed as the Emergency Arbitrator and heard detailed oral submissions from all parties and then passed an "interim award" dated 25th October, 2020, in which the learned Arbitrator issued the following injunctions/directions:Ģ85. Amazon initiated arbitration proceedings and filed an application on 5th October, 2020 seeking emergency interim relief under the SIAC Rules, asking for injunctions against the aforesaid transaction. 1 to 13 entered into a transaction with the Mukesh Dhirubhai Ambani group which envisages the amalgamation of FRL with the Mukesh Dhirubhai Ambani group, the consequential cessation of FRL as an entity, and the complete disposal of its retail assets in favour of the said group.Ģ.5. The bone of contention between the parties is that within a few months from the date of this investment, i.e., on 29th August, 2020, Respondents No. On 26th December, 2019, Amazon invested the aforesaid sum of Rs.1431 crore in FCPL which "flowed down" to FRL on the very same day. There is no doubt that the Mukesh Dhirubhai Ambani group (Reliance Industries group) is a "restricted person" under both these Shareholders' Agreements.Ģ.4. A list of such restricted persons was then set out in Schedule III of the FCPL Shareholders' Agreement and also under the FRL Shareholders' Agreement vide letter dated 19th December, 2019.
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Also, FRL was prohibited from encumbering/transferring/selling/divesting/disposing of its retail assets to "restricted persons", being prohibited entities, with whom FRL, FCPL, and the Biyanis could not deal. It appears that the basic understanding between the parties was that Amazon's investment in the retail assets of FRL would continue to vest in FRL, as a result of which FRL could not transfer its retail assets without FCPL's consent which, in turn, could not be granted unless Amazon had provided its consent. It was expressly stipulated that this investment in FCPL would "flow down" to FRL. This investment was recorded in the Share Subscription Agreement dated 22nd August, 2019 entered into between Amazon, FCPL, and Respondents No. Amazon agreed to invest a sum of Rs.1431 crore in FCPL based on the rights granted to FCPL under the FRL Shareholders' Agreement and the FCPL Shareholders' Agreement. The rights granted to FCPL under this Shareholders' Agreement were to be exercised for Amazon's benefit and thus were mirrored in a Shareholders' Agreement dated 22nd August, 2019 entered into between Amazon, FCPL, and Respondents No. Under this Shareholders' Agreement, FCPL was accorded negative, protective, special, and material rights with regard to FRL including, in particular, FRL's retail stores. A Shareholders' Agreement dated 12th August, 2019, was entered into amongst the Biyani Group, i.e., Respondents No. Three agreements were entered into between the parties. The seat of the arbitral proceedings is New Delhi, and as per the arbitration clause agreed upon by the parties, SIAC Rules apply.Ģ.3. 1 to 13 are hereinafter collectively referred to as the " Biyani Group".Ģ.2. 12 and 13 – Future Corporate Resources Pvt.
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Vivek Biyani, who are promoters and shareholders of FRL 4 to 7 and 9 to 11 – other members of the Biyani family, namely, Ms. Kishore Biyani, Executive Chairman and Group CEO of FRL Ltd., a company that holds 9.82% shareholding in FRL and is controlled and majority-owned by Respondents No. (ii) Respondent No.2 – Future Coupons Pvt.
JUDICIAL CONSENT 1994 AT AMAZON OFFLINE
(i) Respondent No.1 – Future Retail Limited, India's second-largest offline retailer
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960 of 2020 commenced by Amazon against Respondents No. This order was passed in arbitration proceedings being SIAC Arbitration No. Proceedings were initiated by the Appellant, NV Investment Holdings LLC before the High Court of Delhi under Section 17(2) of the Arbitration Act to enforce the award/order dated 25th October, 2020 of an Emergency Arbitrator, Mr. The brief facts necessary to appreciate the context in which these two questions arise are as follows:Ģ.1.