IMPORTANT POINT
Arbitration – Any delay in proceedings before NCLT will have serious ramifications.

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 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 meanwhile, CCI and SEBI approved the Scheme following the filing of the FRL suit. Further, FRL filed sanction of the composite Scheme of Arrangement under the provisions of Section 230 to 232 of the Companies Act, 2013 before National Company Law Tribunal (NCLT) for its consideration on 26.01.2021, which is pending.

5. Amazon filed a Petition for enforcement of Emergency Arbitrator award before the Delhi High Court on 25.01.2021 in OMP (ENF) (COMM.) No. 17 of 2021. Vide orders dated 02.02.2021 and 18.03.2021, Delhi High Court passed orders inter-alia, enforcing the emergency award.

6. When the matter was carried by Amazon to this Court in SLP (C) No. 2856-2857 of 2021, vide order dated 22.02.2021, this Court allowed the NCLT proceedings to continue without culminating in a final order of Sanction of Scheme.

7. However, as noted earlier, this Court by final order dated 06.08.2021, did not adjudicate the merits of the case and limited its reasoning only to answering the legal questions concerning the maintainability of a first appeal against an order of the learned Single Judge in an enforcement proceeding.

8. Aggrieved by the merits of the orders of the learned Single Judge dated 02.02.2021 and 18.03.2021, FCPL and FRL filed appeals directly before this Court in SLP (C) No. 13547-13548 of 2021 and SLP (C) No. 13556-13557 of 2021 respectively. This court by interim order dated 09.09.2021, passed the following order:

“Heard learned senior counsel for the parties at length and carefully perused the material placed on record.

Issue Notice.

Taking into consideration the submissions advanced by the learned senior counsel for the parties and particularly the fact that the parties have approached the Singapore International Arbitration Centre for vacating the Emergency Award passed by the Emergency Arbitrator and the arguments in the said matter have been concluded and the order is going to be pronounced shortly we think it fit to balance the interest of both the parties by staying all further proceedings before the Delhi High Court for the time being. Ordered accordingly. We further direct to all the authorities i.e. NCLT, CCI and SEBI not to pass any final order for a period of four weeks from today. This order has been passed with the consent of both the parties.

List these matters after four weeks.”

(Emphasis supplied)

9. Thereafter, the applications filed by FRL and FCPL for vacating the award of the Emergency Arbitrator was dismissed by the Arbitral Tribunal by order dated 21.10.2021. The aforesaid order of the Arbitral Tribunal, rejecting the vacate application, was challenged by FCPL and FRL before the Delhi High Court in Arb. Pet. No. 63 of 2021 and Arb. Pet. No. 64 of 2021. The D