Future Retail v. Amazon: LIVE UPDATES from the Delhi High Court hearing [Day 3]

The Delhi High Court is hearing Future Retail's suit concerning its deal with Reliance, which was recently stalled by an Emergency Arbitrator of the Singapore International Arbitration Centre (SIAC) in favour of Amazon..Justice Mukta Gupta is hearing the matter..Senior Advocate Harish Salve is appearing for Future Retail and Senior Advocates Mukul Rohatgi and Vikram Nankani appearing for the promoters. Senior Advocate Abhishek Manu Singhvi appears for Reliance. Senior Advocate Gopal Subramanium appears for Amazon, as does Senior Advocate Amit Sibal..Amazon v Reliance: When parties to the contract are not objecting, who is Amazon to jump? Salve argues for Future Retail before Delhi High Court.Gopal Subramanium made extensive arguments in the matter yesterday, which can be read here:.Future Retail v. Amazon: LIVE UPDATES from the Delhi High Court hearing.Live updates of the hearing today feature on this page. .Senior Advocate Harish Salve for Future Retail will make his rejoinder submissions. .Let me deal with the specific points. Let me clarify why the suit has been filed: Salve.There is a transaction that Amazon is aggrieved of and they say that it is in breach of the contract: Salve.According to Amazon, FRL is demerging.. it is not prohibited. Amazon went to emergency Arbitrator for this: Salve.You are interfering with my lawful business: Salve.Let's see what is my plaint: Salve.Salve reads the plaint..One of the steps of your assertion is that I have committed a civil offence under FEMA: Salve.There are two distinct parts. It is not an anti Arbitration suit: Salve.While the emergency order has no efficacy in law, I am entitled to ignore it: Salve.I am subject to Indian Courts. If a gentleman sitting in Singapore says something, I can bin that order. It is not to show any disrespect. I'm saying as a matter of law: Salve.There is no dispute that the Resolution on the transaction with Reliance was passed by FRL in August: Salve.Salve continues to read the plaint..If Amazon had come as a Foreign Portfolio Investor in FRL, it would not have been 10%: Salve.If Amazon had come as a Foreign Portfolio Investor in FRL, it would not have been 10%: Salve.Amazon is not even a minority shareholder in FRL. How can there be rights conferred upon him? : Salve.There is difference between acting on concert and minority rights protection: Salve.If he claims that he is acting in concert with the promoters, he is directly and indirectly controlling 51% is FRL: Salve .Amazon doens't claim it is controlling 51%: Court.FRL has argued disjointed issues: Salve.Amazon bought shares in FCPL and let us see the agreement with FCPL: Salve.The agreement is between Amazon, FCPL and Biyanis. Amazon may have acquired 25% of FCPL but what has he obtained?: Salve.I'll deal with clauses on restricted persons: Salve.It's not just the company or his 48% in the company: Salve continues to read the agreement..If Amazon says it has complete control over FCPL, is that lawful? : Salve.What is argued is in the teeth of clause 15.17: Salve.The clause says that Promoters and Amazon will not act in concert: Salve.This whole concept of minority rights being protected is nonsense. Thousands may lose jobs, FRL may go bankrupt but this great American giant should not be upset: Salve.Compare the figures invested by Amazon and what Reliance is offering.. What is the amount needed to rescue FRL?: Salve.Please, Mr Amazon, stop interfering .. I'm entitled to say that and salvage my company: Salve.What did they tell the CCI. There has been a deafening silence: Salve.A clean shaven person is trying to join a race only for bearded people saying that it could have grown a beard: Salve.I've not entered into any agreement with Amazon and I can prevent him from representing to the world that I need his permission to save myself: Salve.My suit is not limited merely to the award. My suit is wider. He asserts that he has rights: Salve.Amazon says there is no agreement with Reliance yet. So what is the problem? It's the transfer to Reliance: Salve.He tells the whole world I'm breaching his contract: Salve.I have squarely alleged that there is consent to the transaction. His case before the Emergency Arbitrator.. please see it: Salve.They went ahead and said that they got to know about it in September: Salve.His case is that I've not produced any agreement: Salve.Amazon is not a shareholder in FRL. How can he complain: Salve.As a matter of company law, only a board resolution is required for a scheme and all directors voted: Salve.There is a fiduciary duty to shareholders when FRL is sinking: Salve.Even if there were nominee directors, they own a fiduciary duty to shareholders: Salve.You have arrogance but you don't have any contractual rights: Salve.Did Biyanis do it to save the company? I don't think there's a dispute here. If your well made plans fell apart, then be it: Salve.Matter will be worked out between Amazon and Biyanis: Salve.Amazon says I was aware of its contractual rights.. it relies on common solicitors and promoters..this was rejected by Supreme Court in a case : Salve.Salve reads the judgement..Salve is reading the RIL-RNRL judgment..Amazon referred to the list of restricted persons. The list in FRL SHA is as intimated from time to time : Salve.In contrast, FCPL SHA has a schedule of restricted person: Salve.My list is as would be informed by the promoters. There is a check and safeguard which is not compromised: Salve.The promoters have to act in the interest of the company: Salve.For sale of retail assets of FRL, only FCPL consent is required: Salve.Foreign companies have three - three clauses to safeguard one right. Here they have no rights in FRL. But they say their consent in needed. How far are we from written contractual rights : Salve.You may go after Biyanis and I know that Biyanis have a good defence. It is not relevant to this case: Salve.You tried your luck coming through the cracks and failed : Salve.Salve argues on the point of foreign portfolio investment..These are passive investment of less than 10% : Salve.Salve reads the relevant rules on FPI..Salve reads the rules on downstream investment..If they claim they have total control in FCPL.. but surely against me they have no such rights : Salve.Salve continues to read the relevant regulations..One portfolio investor has to be less than 10% and multiple can be a max of 49% in a company: Salve.There is a limitation.. if investment does not result in transfer of ownership and control to an entity outside India : Salve.Here 15.17 in FCPL SHA is important. Amazon is asserting far and above of voting rights: Salve.Amazon has no voting rights or Board position but says that you dare not take a decision without me on saving yourself : Salve.Rights being asserted are way beyond shareholders rights. They say they will decide with whom FRL can and cannot do business: Salve.Restricted persons in not minority rights. It is anti-competition rights: Salve.You have this right against FCPL and not FRL : Salve.Emergency Arbitrator was not familiar with the Indian ecosystem. He fell for the 10% portfolio investment: Salve.Duty of directors and law on control is well settled: Salve.I've asked my friend to circulate two leading cases on the subject: Salve.Salve reads the judgements..FRL is a listed company with public Shareholding: Salve.Is FCPL listed? : Court.No : Salve.Salve continues to read a judgement..In today's day and age, to say that I will kill a 25k crore company.. God knows if Amazon still thinks that it's living during the time of the East India Company : Salve.Salve reads a judgment..Salve is reading a judgement on the fiduciary duty of directors towards a company..In a listed company, you cannot by agreement dilute this duty: Salve.Salve continues to read the judgement..If shareholders can't decide how directors should behave in view of the fiduciary duty, how can Amazon conflate two agreements : Salve.I'll continue tomorrow: Salve. There are four days holidays and then there is physical hearing day: Court.How much time will you take and then we'll see: Court .There's some work that Mr Khambata and I have divided.. we'll take an hour : Salve.We'll have it on Wednesday: Court.We have Tata matter on Wednesday: Senior Advocate Abhishek Manu Singhvi.I have a matter on Thursday. If we can have half an hour in the morning on Thursday: Salve

Future Retail v. Amazon: LIVE UPDATES from the Delhi High Court hearing [Day 3]

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