Amazon-Future case in HC: ‘Group of Companies Doctrine’ can’t be invoked
New Delhi, Feb 9 : A division bench of the Delhi High Court has said in its order that a reading of the agreement clauses shows that Amazon has no intent to exercise control over Future Retail Limited (FRL) and prima facie there was no reason to seek a status quo order before the learned single judge.
A division bench of the Delhi High Court comprising of Chief Justice D. N. Patel and Justice Jyoti Singh has stayed the operation and effect of order passed by the single judge ordering a status quo in the deal between Future group and Reliance.
The order says it relied on the following reasons that 1) Future Retail (the Appellant herein) is not a party to the agreement between Amazon and Future Coupons, 2) that in an agreement between Reliance Retail and FRL, Amazon is not a party and prima facie all the three agreements, as stated hereinabove, are different and therefore, ‘Group of Companies Doctrine’ cannot be invoked.
Clause No 15.17 of the agreement dated 22nd August, 2019 between Amazon and FCPL reads as under:-
“For the avoidance of doubt, Parties hereby expressly record their understanding that the Promoters and the Investor have no agreement or understanding whatsoever in relation to the acquisition of shares or voting rights in, or exercising control over, FRL and that the Company, the Promoters and the Investor otherwise do not intend to act in concert with each other in any way whatsoever.”
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“A reading of the aforesaid clause evidences that Amazon have no intent to exercise control over FRL and thus, Prima facie there was no reason to seek a status quo order before the learned Single Judge,” the order said.
“Statutory authorities, like SEBI, NCLT etc should not be restrained from proceeding in accordance with law,” the order added.
“It is made clear that the observations made in this order are only a prima facie view for the purpose of grant of interim relief and shall not come in the way of the learned single judge in passing the final order and needless to state that the order shall be passed uninfluenced by any observations made hereinabove,” the order by the division bench said.
The matter is listed for further hearing on February 26.