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2017 (3) TMI 1422 - Tri - Companies LawOppressive conduct against the petitioners - Exercise of the rights of FMO for protecting its economic interest - investment structure conceived by FMO (foreign investor invested ₹ 418 crores in the year 2009) for bringing foreign investment into Amazia and Rubix (both are 100% subsidiaries of Vinca) routing through Vinca is in breach of Foreign Exchange Management Act (FEMA), therefore the rights accrued to FMO on ₹ 418 crores invested in Vinca - Held that:- On having this Bench observed that either seeking a direction not to convert CCDs into shareholding of Vinca or seeking a conversion of OPCDs into shares of Amazia and Rubix will ultimately nothing but taking away the rights of FMO and its Nominee Directors by the Petitioners themselves through Hubtown, therefore, this Bench, having believed such orders could not be passed citing the affirmative right given to the Nominee Directors of FMO as unfair, does not find any merit in these allegations made by the Petitioners. If the entire petition is taken as whole and look for case under section 241 & 242 of the Companies Act 2013, to our knowledge, no cause of action arose for showing the exercise of the rights of FMO for protecting its economic interest is unjust and unfair to the petitioners, moreover the company is managed by the petitioners and it is not the case of the petitioners that the money invested by FMO was spent by FMO, therefore by seeing some ornamental paras recanting unfair, harsh and burdensome slogans, devoid of any material facts will not amount to cause of action because such paras have no material facts warranting this Bench to inquire into, hence this Bench hereby held that this case is liable to be dismissed in limine. If the facts of the case are such that they need no further proof to take into consideration and if those facts do not make any cause of action under the sections relied upon, then we don't believe that this Tribunal has to remain waiting until pleadings of the case are complete, because such waiting will never improve the case of the petitioners except causing inconvenience and sufferance to the answering Respondents and to this Bench and the litigation like this shall not be entertained more specially when litigation is intended to circumvent the directions of other competent courts on the same subject matter. To answer all these points and also to uphold dispensation of timely justice, this Bench for the reasons aforestated, hereby dismissed this Company Petition in limine with a direction to the petitioners to pay exemplary costs of ₹ 50, 000 to NCLT, Mumbai for filing this vexatious and frivolous litigation.
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