Future Retail Ltd (FRL) is likely to approach various courts and tribunals including the Supreme Court, National Company Law Tribunal (NCLT) and the Singapore International Arbitration Centre (SIAC), bringing to their notice the latest order by the Competition Commission of India (CCI) that has put Amazon’s investment into a Future Group promoter company in limbo. The company is likely to ask the courts to ‘terminate’ all pending cases related to the sale of its retail assets to Reliance Retail, in the wake of the CCI order, two people familiar with the matter said.

One of the sources said the BSE-listed FRL may make representations to all courts and bodies that are hearing the over year-long dispute between Future Group and Amazon over the sale of the former’s retail assets to Reliance Retail.

“That is the logical legal option before Future,” said this person asking not to be named. “Now that the deal itself is suspended by the CCI, Future will tell those courts that there is no basis for those cases. They will submit that the courts terminate the pending cases.”

Future Group did not respond to an email seeking comment.

CCI Asked Amazon to Reapply in 60 Days
Amazon did not respond to an email seeking comment on its future course of action.

On Friday, the CCI had placed in “abeyance” Amazon’s investment in Future Coupons Private Limited (FCPL). This investment forms the basis of the Amazon-Future relationship, and lies at the centre of Amazon’s dispute with the Future Group over the sale of its retail business to Reliance Retail.

CCI in its order directed Amazon to refile within 60 days a new and detailed version of the application for its FCPL investment. “Amazon had misled the commission to believe, through false statements and material omissions, that the combination and its purpose were the interest of Amazon in the business of FCPL,” the CCI said in its order.

It “ought to have notified” the commission of the different agreements signed as part of the investment “for the purpose of acquisition of strategic rights over FRL” through the FCPL shareholder agreements, the anti-trust body said. The CCI observed that Amazon’s real intention was to get material rights over FRL.

“Amazon failed to notify FRL SHA (shareholder agreement) and the commercial arrangements, as parts of the combination between the parties, and suppressed the actual purpose and particulars of the combination,” it added.

FRL’s plans of approaching the courts is similar to what Amazon did last year when it wrote to various authorities including the Securities and Exchange Board of India (Sebi), the CCI, the NCLT and to the stock exchanges alerting them of SIAC’s emergency order that stayed the Rs 25,000 crore Future Group-Reliance Retail deal. It had subsequently carried out a similar exercise after the SIAC arbitration panel upheld the 2020 emergency order of the same centre.

Amazon has objected to Reliance’s plans of purchasing Future Group’s assets on a slump sale basis. The US company has argued that as per the terms and conditions of its investment in FCPL, it has the first right of refusal of purchasing a stake in FRL. In addition, the agreement between Amazon and Future barred the latter from parting with its assets to more than a dozen Indian and global enterprises including Reliance.

In its March 2021 application to CCI, FCPL had accused Amazon.com NV Investment Holdings of concealing India’s foreign direct investment and foreign exchange laws to obtain CCI’s clearance for its ₹1,431 crore investment to purchase a 49% stake in the company.

The CAIT added that violations by Amazon has caused collateral damage to traders as more than two lakh shops, majorly of mobile trade …