Rajiv Sahai Endlaw, J.

1. The two plaintiffs have instituted this suit pleading:-

(i) that the plaintiff no.2 Shri Rohit Vedhara was posted in the India-based office of the defendant no.1 i.e. with the defendant no.2 BP India Services Private Limited and the plaintiff no.2 himself is the Managing Director of the plaintiff no.1 which, relying on the experience and goodwill of the plaintiff no.2, is carrying on business of providing consulting services for oil and gas industry;

(ii) that the defendant no.1 is a company incorporated under the laws of Singapore and is engaged in the business of global oil integrated supply and trading for the Asian region including India; the defendant no.2 is a company incorporated in India and hosts those employees of the defendant no.1 who are involved in the global oil trading work of the defendant no.1 and who are deputed in India to manage and carry out the India related work of the defendant no.1;

(iii) that the plaintiff no.2 was working for the defendant no.1 and providing his services in managing the defendants no.1’s India-based oil trading and marketing business; however for tax saving purposes, the plaintiff no.2 was deputed to the defendant no.2 from whose offices he performed his work, almost exclusively on behalf of the defendant no.1;

(iv) that the plaintiff no.2 for 12 years prior to 2001 was working for British Petroleum in Europe though his employment was with a group company ‘BP International Services Company, USA’; with effect from the year 2003, the employment of the plaintiff was shown with the defendant no.2 while still working for the defendant no.1 in Singapore, but technically on a BP International employee contract, the plaintiff no.2 was managing the India-based team of the defendant no.1 from the last quarter of the year 2006, as a ‘UK expatriate’ (sic) ; in 2007, the plaintiff no.2 was relocated / transferred to India by the defendant no.2, without any change in his contract or scope of work; however the defendant no.1 continued to pay part of the plaintiff no.2’s compensation directly in a bank account in Singapore and / or in United Kingdom at his discretion and remaining part of compensation was paid by the defendant no.2; the plaintiff no.2 however was working exclusively for the defendant no.1 and exclusively on the directions of the defendant no.1;

(v) on 5th May, 2009 the defendant no.1 (and not the plaintiff’s formal employer, defendant no.2) issued a notice for compliance inquiry into alleged violations of travel policy and offensive or insulting behavior by the plaintiff no.2; however no allegations of insider trading or conflict of interest were made in the said notice to the plaintiff no.2;

(vi) the plaintiff no.2 submitted a reply;

(vii) one Mr. Raymond Hoefer, an employee of the defendant no.1 who co-ordinated the disciplinary proceedings pursuant to the above said notice dated 5th May, 2009 issued a Report dated 15th May, 2009; a notice was again issued to the plaintiff no.2 by the defendant no.2 on 12th August, 2009 reiterating the same charges as in the notice dated 5th May, 2009 and additionally accusing the plaintiff no.2 of insider trading and conflict of interest;

(viii) though hearings were held in Singapore on 21st August, 2009 and 15th September, 2009 but in violation of the principles of natural justice and due process and in a pre-determined fashion and which led to suspension and subsequently the termination (vide letter dated 18th September, 2009) of the plaintiff no.2;

(ix) the plaintiff no.2 protested against the said termination;

(x) that from the year 2010 till the institution of the suit on 16th January, 2013, the defendant no.2, without any basis had sought to recover “dues” from the plaintiff no.2; and,

(xi) “it has come to the knowledge of the plaintiff no.2 in talks with others in the industry, and on one occasion when he was interviewing for another position; that the defendants themselves, and through their agents, hav