- (1.) INTRODUCTION: Dr. Purnendu Chatterjee is an entrepreneur. He is a non resident Indian. He is the controlling hand of two companies incorporated in Mauritius. One is Winstar India Investment Company Ltd., (Winstar), the petitioner and the other is Chatterjee Petrochemical (Mauritius) Company, (CP(M)C), the third respondent. There is also a third company, India Trade (Mauritius) Ltd. CP(M)C has also an Indian subsidiary or a group company by the name of Chatterjee Petrochemical (India) Ltd. Dr. Chatterjee had very ambitious plans. He wanted to control Haldia Petrochemical Ltd. (HPL), an Indian company through these entities. He entered the field towards the middle of the 1990's, at the invitation of the West Bengal Government (Go. W.B.). Till 2005, Mr. Chatterjee was in control. He fell out with the GoWB or the GoWB fell out with him. Thereafter, he was shunned by this government.
(2.) He complained of oppression and mismanagement. He, through the above entities, or some of them approached the Company Law Board by filing an application on 2nd August, 2005, under S. 397 and 398 of the Companies Act, 1956. The Board ruled in his favour from the interim stage. It directed, on 4th August, 2005, that there would be no further allotment of shares, no change in the issued and paid up capital of the company. The parties should maintain status quo of shares. The Board ultimately also, ruled in his favour. A 10F appeal was preferred in this Court. It reversed the decision of the Board. It held that the Board did not have the power to make orders that it did.
(3.) The matter was carried to the Supreme Court. On 30th September, 2011, it affirmed the Appeal Court's order. All this while, the interim order passed by the Board continued. All this while, Winstar waited in the wings. It says it could not file the present application earlier because of the above interim order, which bound them.;