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Judgment
Rajesh Sharma, Member (T)
The Bench is convened by video conference on 22nd June 2021.
Future Consumer Limited("Transferor Company 1"), Future Lifestyle Fashions Limited ("Transferor Company 2"), Future Market Networks Limited ("Transferor Company 3"), Future Retail Limited ("Transferor Company 4"), Future Supply Chain Solutions Limited ("Transferor Company 5"), Future Bazaar India Limited ("Transferor Company 6"), Acute Retail Infra Private Limited ("Transferor Company 7"), Basuti Sales and Trading Private Limited ("Transferor Company 8"), Brattle Foods Private Limited ("Transferor Company 9"), Chirag Operating Lease Co. Private Limited ("Transferor Company 10"), Hare Krishna Operating Lease Private Limited ("Transferor Company 11"), Nice Texcot Trading & Agency Private Limited("Transferor Company 12"), Nishta Mall Management Company Private Limited("Transferor Company 13"), Ojas Trade lease and Mall Management Private Limited ("Transferor Company 14"), Precision Realty Developers Private Limited ("Transferor Company 15"), Rivaaz Trade Ventures Private Limited ("Transferor Company 16"), Syntex Trading & Agency Private Limited("Transferor Company 17"), Taquito Lease Operators Private Limited("Transferor Company 18"), Unique Malls Private Limited ("Transferor Company 19") and Future Enterprises Limited ("Transferee Company")& their respective shareholders and creditors And Future Enterprises Limited and Reliance Retail Ventures Limited (i.e. First Applicant Company) & their respective shareholders and creditors And Future Enterprises Limited and Reliance Retail and Fashion Lifestyle Limited (i.e. Second Applicant Company) & their respective shareholders and creditors are entering into a composite scheme of arrangement ("Composite Scheme").The First Applicant Company and Second Applicant Company are collectively referred hereto as "Applicant Companies".
The said Composite Scheme inter alia provides for: (i) amalgamation of the Transferor Companies (as defined in the Composite Scheme)with the Transferee Company; (ii) transfer by way of slump sale of the Logistics & Warehousing Undertaking (as defined in the Composite Scheme) to the First Applicant Company; (iii) transfer by way of slump sale of the Retail &Wholesale Undertaking (as defined in the Composite Scheme) to the Second Applicant Company; and (iv) issue and allotment of equity shares and warrants by Future Enterprises Limited on a preferential basis to the Second Applicant Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.
The First Applicant Company is incorporated under the provisions of the Companies Act, 1956, in Mumbai. The Second Applicant Company is incorporated under the provisions of the Companies Act, 2013, in Mumbai, and is a wholly owned subsidiary of the First Applicant Company. The Board of Directors of the First & Second Applicant vide resolution dated 29th August, 2020 had approved the composite scheme of arrangement between the Future group and Applicant Companies.
Reliance Retail Ventures Limited (hereinafter referred to as the "First Applicant Company") having corporate identity number U51909MH2006PLC166166, was incorporated under the provisions of the Companies Act, 1956, in Mumbai. The equity shares of First Applicant Company are not listed on any Stock Exchanges. The First Applicant Company was earlier called Reliance Commercial Associates Limited which was originally incorporated on13th December 2006. Thereafter, a fresh certificate of incorporation was issued in the name of Reliance Retail Ventures Limited on 27th August 2013.
The authorised, issued, subscribed and paid-up share capital of the First Applicant Company as on 31st December 2020 is as set out below:
Particulars
Amount in INR
2000,00,00,000 equity shares of Rs.10 each
20000,00,00,000
500,00,00,000 preference shares of Rs. 10 each
5000,00,00,000
Total
25000,00,00,000
Issued, subscribed and paid up share capital
686,35,39,754 equity shares of Rs. 10 each
6863,53,97,540
Total
6863,53,97,540
Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the First Applicant Company till the date of filing of this Application with the Hon'ble Tribunal.
The First Applicant Company is inter alia engaged in the business of supply chain management for retail.
The accounts of the First Applicant Company have last been audited as of 31 March 2020. A copy of the audited financial statements of the First Applicant Company as on 31st March 2020 is annexed with the Petition and marked as Exhibit "B".
Reliance Retail and Fashion Lifestyle Limited, (hereinafter referred to as the "Second Applicant Company") having corporate identify number U52609MH2020PLC343627 was incorporated on 11th August 2020 under the provisions of the Companies Act, 2013, in Mumbai. The equity shares of Second Applicant Company are not listed on the Stock Exchanges.
The Second Applicant Company is a wholly owned subsidiary of the First Applicant Company.
The authorised, issued, subscribed and paid-up share capital of the Second Applicant Company as on 31st December 2020 is as set out below:
Particulars
Amount in INR
10,00,000 equity shares of Rs.10 each
1,00,00,000
Total
1,00,00,000
Issued, subscribed and paid up share capital
10,000 equity shares of Rs. 10 each
100,000
Total
100,000
Subsequently to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Second Applicant Company till the date of filing of this Application with the Hon'ble Tribunal.
Since the Second Applicant Company was incorporated on 11th August 2020, no audited financial statements are available as on the date of filing of this Application.
Rationale for the Composite Scheme:
The circumstances and/or reasons and/or grounds that have necessitated and/or justified the Composite Scheme and some of the major benefits which would accrue from the Composite Scheme as mentioned in the Composite Scheme is reproduced below:
"1. The Reliance group, in order to expand its retail and wholesale footprint, is desirous of acquiring the logistics & warehousing and retail & wholesale businesses and related assets housed in various Transferor Companies as a going concern on Slump Sale basis in the manner provided in this Scheme.
To facilitate the above acquisition by Reliance group, the Future group, as a first step, is desirous of consolidating the logistics & warehousing and retail & wholesale businesses and related assets housed in various Transferor Companies in the Transferee Company.
The Reliance group proposes to acquire a minority interest in the Remaining Business which will be carried on by the Transferee Company post the Scheme and accordingly, is desirous of subscribing to Preferential Equity Shares and Preferential Warrants to be issued by the Transferee Company."
The shares of the Applicant Companies are not listed on any stock exchanges.
The Learned Counsel for the First Applicant Company submits that as on 31st December 2020, the First Applicant Company has 17 Equity Shareholders holding 686,35,39,754 equity shares. A meeting of the Equity
Shareholders of the First Applicant Company be convened and held on 30th November, 2021, at 2.00 p.m. through video conferencing or other audio-visual means and not in physical presence of shareholders, as the same shall not be feasible and safe, due to the on-going COVID-19 pandemic and related social distancing norms, for the purpose of considering, and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme. In addition to the above, the First Applicant Company may provide facility of remote e-voting to each of its equity shareholders to cast their vote.
The Learned Senior Counsel for the Second Applicant Company submits that as on 31st December 2020, the Second Applicant Company has 7 Equity Shareholders holding 10,000 equity shares. A meeting of the Equity Shareholders of the Second Applicant Company be convened and held on 30th November, at 4 p.m. through video conferencing or other audio-visual means and not in physical presence of shareholders, as the same shall not be feasible and safe, due to the on-going COVID-19 pandemic and related social distancing norms, for the purpose of considering, and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme. In addition to the above, the Second Applicant Company may provide facility of remote e-voting to each of its equity shareholders to cast their vote.
At least 1 (One) month before the said meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said meeting at the day, date and time as aforesaid, together with a copy of the Composite Scheme, a copy of the Explanatory Statement required to be sent under section 230(3) of the Companies Act, 2013 read with rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, shall be sent to the Equity Shareholders of the Applicant Companies by e-mail to their registered e-mail address as per the records of the Applicant Companies.
At least 30 (Thirty) days before the meeting of the Equity Shareholders of the Applicant Companies to be held as aforesaid, a notice convening the said meeting, at the date and time aforesaid be published each in 'Business Standard' in English having nation-wide circulation and 'Loksatta' in Marathi having circulation in Maharashtra, stating that copies of the Composite Scheme and the said statement required to be furnished pursuant to section 230(3) of the Companies Act, 2013 can be obtained free of charge by emailing the First Applicant Company at [email protected] and Second Applicant Company at [email protected].
The Applicant Companies undertake to:
(i) Issue notice convening meeting of the Equity Shareholders as per Form No CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;
(ii) Issue statement containing all the particulars as per Section 230 of the Companies Act, 2013; and
(iii) Advertise the notice convening meeting as per Form No. CAA.2 (Rule 7) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.
The undertaking is accepted.
Mr. Adil Zainulbhai, Independent Director of the First Applicant Company, failing whom, Mr. Dileep Chinubhai Choksi, Chartered Accountant, is hereby appointed as the Chairperson for the meeting of the Equity Shareholders of the First Applicant Company.
Mr. Anil Lohia, (Membership No.: 031626) and failing him, Mr. Chandrahas Dayal (Membership No.: 010623) of M/s. Dayal and Lohia, Chartered Accountants is hereby appointed as a Scrutinizer for the meeting of Equity Shareholders of the First Applicant Company.
Mr. Adil Zainulbhai, failing whom, Mr. Dileep Chinubhai Choksi, Chartered Accountant, is hereby appointed as the Chairperson for the meeting of the Equity Shareholders of the Second Applicant Company.
Mr. Anil Lohia, (Membership No.: 031626) and failing him, Mr. Chandrahas Dayal (Membership No.: 010623) of M/s. Dayal and Lohia, Chartered Accountants is hereby appointed as a Scrutinizer for the meeting of Equity Shareholders of the Second Applicant Company.
The Chairpersons appointed for the aforesaid meetings of the Applicant Companies to issue notice of the meetings of the Equity Shareholders referred above. The Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, as may be applicable for meetings of Equity Shareholders convened and held through video conferencing or other audio-visual mode, in relation to the conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including, an amendment to the Composite Scheme or resolution, if any, proposed at the meeting by any person(s).
The quorum for the aforesaid meetings of the Equity Shareholders of the Applicant Companies shall be as prescribed under Section 103 of the Companies Act, 2013.
The value and number of the equity shares of each Equity Shareholder shall be in accordance with the books/register of the respective Applicant Companies or depository records and where the entries in the books/ register/depository records are disputed, the Chairperson of the Meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.The voting for the proposed Scheme by the Equity Shareholders of the Applicant Companies shall be allowed by mechanism of e-voting by shareholders or by their respective authorized representative(s). The voting by authorized representative, in case of a body corporate be permitted, provided that the authorization duly signed by the person entitled to attend and vote at the meeting is filed with the Applicant Companies, in physical or electronic mode, at its registered office, at least 48 (Forty Eight) hours before the aforesaid meetings, as required under Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Chairperson shall file a compliance report not less than 7 (Seven) days before the date fixed for holding of the meeting of the Equity Shareholders of the Applicant Companies and report to this Tribunal that the directions regarding the issue of notice and advertisement have been duly complied with, as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Chairpersons shall report to this Tribunal, the result of the aforesaid meetings within 30 (Thirty) days of the conclusion of the said meetings of the Equity Shareholders of the Applicant Companies, and the said report shall be verified by his undertaking as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Learned Senior Counsel for the Applicant Companies submits that there are no Preference Shareholders of the Applicant Companies as on date of hearing of the present Company Scheme Application; and therefore, the question of convening and holding the meetings of the Preference Shareholders of the Applicant Companies does not arise.
The Learned Senior Counsel for the Applicant Companies submit that there are no Secured Creditors of the Applicant Companies, and therefore the question of convening and holding the meeting of the Secured Creditors of the Applicant Companies does not arise.
The Learned Counsel for the First Applicant Company submits that as on 31st December 2020, there are 79 unsecured creditors of the First Applicant Company having a value of INR 8948,81,34,297. Further, pursuant to filing of the present Company Scheme Application, consent letters have been received from 41 unsecured creditors out of 79 unsecured creditors of the First Applicant Company, aggregating to 99.98% (in value) of the total outstanding unsecured creditors. Such consent letters have been brought on record by way of an Affidavit dated 29th January 2021 filed on behalf of the First Applicant Company. In view of this, the Bench hereby directs that the requirement of convening and holding a meeting of the unsecured creditors of the First Applicant Company is dispensed with.
The Learned Counsel for the Applicant Companies submit that there are no unsecured creditors of the Second Applicant Company as on date of hearing of the present Company Scheme Application, and therefore the question of convening and holding the meeting of the unsecured creditors of the Second Applicant Company does not arise.
The Applicant Companies to serve notices upon (i) the Central Government through the Regional Director, Western Region, Ministry of Corporate Affairs; (ii) the Registrar of Companies at Mumbai; and (iii) the Income Tax Authority at Circle 8(1)(1), Mumbai (for First Applicant Company having PAN No. AADCR6715M), and at Circle 4(3)(1), Mumbai (for Second Applicant Company having PAN No. AAKCR3426Q) within whose jurisdiction the respective companies' assessment are made, pursuant to Section 230 (5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Further, the First Applicant Company will serve notice upon Goods & Services Tax Authority at the Commissioner of State Tax Maharashtra State, Office of the Commissioner of State Tax, 8th floor, GST Bhavan, Mazgaon, Mumbai - 400 010; and the Second Applicant Company will serve notice upon Goods & Services Tax Authority at The Commissionerate, Division IV, Range IV, 5thfloor, CGO Complex, CBD Belapur, Navi Mumbai - 400 614, pursuant to Section 230 (5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from such authorities within 30 (Thirty) days of the date of receipt of the notice, it will be presumed that they have no objection to the Composite Scheme as per Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.
The Applicant Companies to serve notices upon the sectoral regulators or authorities concerned, if any, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the sectoral regulators or authorities concerned within 30 (Thirty) days of the date of receipt of the notice, it will be presumed that the sectoral regulators or authorities concerned have no objection to the Composite Scheme as per Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.The Learned Counsel for the Applicant Companies submit that the Competition Commission of India has provided its approval to the Composite Scheme, therefore the Applicant Companies need not issue a notice under Section 230(5) of the Companies Act, 2013 to Competition Commission of India.
The Applicant Companies shall file a compliance report with the Registry in regard to the directions given in this Order in lieu of the customary affidavit of service, due to the current COVID-19 pandemic situation prevailing now.
C.A. 41 OF 2021
At the outset the Bench observes that Intervention Application has been filed by Amazon.com NV Investment Holding LLC vide a CA No. 41 of 2021 to place on record objection to the composite scheme of arrangement among Future Retail Limited (FRL) and RRVL a wholly owned subsidiary or RRVLWOS. In this regard the objector M/s.Amazon.com NV Investment Holding LLC mentions that the Emergency Arbitration (EA) Order has objected the transaction being contemplated in the composite scheme vide FEL's Board Resolution passed on 29.08.2020. The Bench also notes that as per the Board Resolution of 29.08.2020, FRL along with other group Companies would amalgamate with Future Enterprises Limited (FEL), the transferee Company and FEL would subsequently transfer the Logistics and Warehousing Undertaking and Retail and Wholesale Undertaking as a going concern on a slump sale basis to RRVL and RRVLWOS. The extract from the Emergency Arbitrator (EA) Order dated 25.10.2020 is reproduced below:
"285. In the result, I award, direct, and order as follows:
(a) the Respondents are injuncted from taking any steps in furtherance or in aid of the Board Resolution made by the Board of Directors of FRL on 29 August 2019 in relation to the Disputed Transaction, including but not limited to filing or pursuing any application before any person, including regulatory bodies or agencies in India, or requesting for approval at any company meeting;
(b) the Respondents are injuncted from taking any steps to complete the Disputed Transaction with entities that are part of the MDA Group;
(c) without prejudice to the rights of any current Promoter Lenders, the Respondents are injuncted from directly or indirectly taking any steps to transfer/dispose/alienate/encumber FRL's Retail Assets or the shares held in FRL by the Promoters in any manner without the prior written consent of the Claimant;
(d) the Respondents are injuncted from issuing securities of FRL or obtaining/securing any financing, directly or indirectly, from any Restricted Person that will be in any manner contrary to Section 13.3.1 of the FCPL SHA;
(e) the orders in (a) to (d) above are to take effect immediately and will remain in place until further order from the Tribunal, when constituted; and
........"
24.1 The Emergency Arbitrator Order came to be passed in relation to disputes arising out of agreements executed between Amazon, FRL, FCPL and other Future Group Companies. As per the Shareholders Agreement dated 12.08.2019, FCPL has acquired certain negative and special rights in FRL. The objector M/s Amazon.com NV Investment Holding LLC mentions that as per this agreement, the parties agreed that FRL would remain the sole vehicle for the conduct of retail business carried on by FRL and would not transfer its retail assets of 1,534 retail stores without the consent of the FCPL and also not transfer to its retail assets to a restricted person. The list of restricted person as mentioned by M/s Amazon.com NV Investment Holding LLC in the FCPL Shareholders Agreement includes Mukesh Dhirubhai Ambani ("MDA") group of which RRVL and RRVLWOS are a part. The contention of M/s Amazon.com NV Investment Holding LLC is that EA Order is an Order passed in accordance with Indian Law and is valid, binding and operational in Indian Law.
24.2. M/s Amazon.com NV Investment Holding LLC filed a Petition under Section 17(2) of the A&C Act read with Order 39 Rule 2A and Section 151 of the Code of Civil Procedure, 1908 before the Hon'ble Delhi High Court, bearing OMP(ENF)(COMM) No. 17 of 2021, to enforce the EA Order against the Arbitration Respondents, including FRL. A Single Judge of Hon'ble Delhi High Court by Order dated 02.02.2021 directed the parties to maintain status quo with respect to all matters in violation of EA Order. The Objector has placed reliance on the relevant portion of the Order as reproduced below:
"9 This Court is satisfied that immediate orders are necessary to protect the rights of the petitioner till the pronouncement of the reserved order. In that view of the matter, the respondents are directed to maintain status quo as on today at 04.50 P.M. till the pronouncement of the reserved order. The respondents are directed to file an affidavit to place on record the actions taken by them after 25th October, 2020 and the present status of all those actions, within 10 days. All the concerned authorities are directed to maintain status quo with respect to all matters in violation of the order dated 25th October, 2020 and shall file the status report with respect to the present status within IO days of the receipt of this order. The other prayers of the petitioner shall be considered in the reserved order."
24.3. Against this Oder of 02.02.2021, the FRL approached the Division Bench of Hon'ble High Court of Delhi. Under this Appeal the Hon'ble High Court has issued the DB Order temporarily staying the Order. It was stated:
"We hereby stay the operation, implementation and execution of the impugned order dated 2ndFebruary, 2021 passed by the learned Single Judge, till the next date of hearing.
...
List this matter for further hearing on 26thFebruary, 2021."
The reasons given in this Order are as under:-
"i) that the Appellant herein is not a party to the agreement between Amazon and FCPL;
ii) that in an agreement between RRL and FRL, Amazon is not a party;
iii) Prima facie all the three agreements, as stated hereinabove, are different and therefore, 'Group of Companies Doctrine' cannot be invoked;
iv) 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."
24.4. The Bench notes that as per the above Hon'ble Division Bench Order of Hon'ble High Court Delhi certain prima facie reasons have been given regarding non-invocation of the group of Companies doctrine. The Order also clearly mentions:
"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 also clearly mentions that NCLT and other statutory body authorities are not restrained from proceeding in accordance with law.
24.5 The Objector Amazon.com NV Investment Holding LLC mentions that EA Order remains untouched by the Hon'ble High Court Order and that the stayed Order of Single Bench of dated 02.02.2021 continues to exist and does not mean that it has been set aside.
24.6 The Bench also notes certain observations which have been made by the Division Bench regarding FRL not a party to the Agreement between Amazon.com NV Investment Holding LLC and FCPL and alsoAmazon.com NV Investment Holding LLC is not a party between RRVL and FRL.
FINDINGS:
a. The question for consideration is whether the court at this stage can consider the objections filed by the applicant / objector at this stage.
b. In view of the above Order of the Hon'ble SC, the Bench does not have any doubt that it is well within its rights to allow the Applicants to hold the meeting of various stakeholders, creditors etc., which is only the initial stage in the process of Approval of the composite scheme. The Bench as per the direction of the Hon'ble Supreme Court of 22.02.2021 will not pass any final order of sanction of the scheme.
c. The Order of Hon'ble Supreme Court is as follows;
iv. The Hon'ble Supreme Court in the matter of Rainbow Denim Ltd. Vs. Rama Petrochemicals Ltd. reported in (2002) 10SSC498 have held at para 5 that the appropriate time for the company judge to consider the scheme is subsequent to the approval thereof by the shareholder and the creditors of the appellant company. Therefore, it was held that once the meetings have been held a further application will be filed to consider the scheme. Para 5 of the judgment in this regard is as follows;
d. Another judgment of the Gujarat High court in Landesbank
Badenwurttemberg Vs. Nova Petrochemicals Ltd. reported in 2008SSConline Guj 246 have held at para 8, that that the court is of the view that once the order for convening the meetings is passed and the meeting is to be held, it is premature at this stage to consider the objections raised by the applicant in the present application. It is open for the applicant to raise all these objections at the meeting and despite these objections if the resolution is passed by the requisite majority it is still open for the applicant to raised objections before this Court when the substantive petition is filed seeking sanction of this Court to the scheme. The court powers are wide enough to consider the scheme on its own merits even if the scheme is approved by the members or the creditors at the meeting with requisite majority. Since this is not the proper stage to consider the objections raised by the Applicant/ Objector, the court has not gone into the merits and demerits of this objections and all these objections will be considered by the Court at the appropriate stage when substantive petition is filed for sanction of the scheme. Para 8 of the order is reproduced below;
"8. Having heard learned advocates appearing for the respective parties and having considered the application along with the documents attached therewith, the court is of the view that once the order for convening the meeting is passed and meeting is to be held on January 11, 2008, it is premature at this stage to consider the objections raised by the applicant in the present application. It is open for the applicant to raise all these objections at the meeting and despite these objections, if the resolution is passed by the requisite majority, it is still open for the applicant to raise objection before this court when the substantive petition is filed seeking sanction of this court to the scheme. The respondent-company is taking risk of classification made. The court's powers are wide enough to consider the scheme on its own merits even if the scheme is approved by the members or creditors at the meeting with requisite majority. Since this is not the proper stage to consider the objections raised by the applicant, the court has not gone into the merits and demerits of these objections and all these objections would be considered by the court at the appropriate stage when substantive petition is filed for sanction of this court to the scheme."
e. The NSC and BSC have granted no objection observation letters. The competition commission of India has also granted a requisite approval.
f. The order of High Court of Delhi single Bench order, the Division Bench order and the Injunction order passed in the Emergency Award is subsumed in the direction of the Hon'ble Supreme Court on 22.02.2021.
g. The order of Hon'ble Supreme Court on 6.08.2021 held at para 76 as follows:
"The second question posed is thus answered declaring that no appeal lies under sec.37 of Arbitration Act against an order of enforcement of an Emergency Arbitrator's order made under Sec 17(2) of the Act. As a result, all interim orders of this Court stands vacated. The impugned judgements of Division bench dated 8.02.2021 and 22.03.2021 are set aside. The appeals are disposed of accordingly."
h. The Hon'ble Supreme Court further vide order on 9.09.2021 clarified 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 time being. Further all the authorities i.e., NCLT, CCI and SEBI not to pass any final order for a period of four weeks from today. The order of Hon'ble Supreme court is reproduced below:
36.
Accordingly, the following is ordered:-
a. The present application is the first motion application filed by the Future Group's Transferor Companies and Reliance Group's Transferee Companies, vide C.A. No. 9 of 2021 seeking an order to hold the meetings of creditors and/or class of creditors, members and/or class of members to consider and approve the scheme. Both the applicant companies in this case are part of Reliance Group. CA (CAA) 09/MB/2021 is allowed.
b. The objection of the applicant / objector in IA 41/2021 is premature. The Hon'ble Supreme Court is seized of the matter and in pursuance of the same, the Hon'ble Supreme Court vide order dated 09.09.2021, expressly directed NCLT not to pass any final order for a period of four weeks from 09.09.2021.
c. In view of the directions of the Hon'ble Supreme Court, this court orders the meeting of the members/ creditors of the Applicant Companies No. 1 and 2 at the first stage motion and the objection of the Applicant/ Objector will be considered at the relevant stage at the time of filing of Company Petition for sanction/approval of scheme by the Reliance Group. In view of the above directions I.A. 41/2021 in CA (CAA) 09/MB/2021 is dismissed.