The main legal point established is that the appellant's awareness of the IPO in 1999 and failure to exercise the ESOP within the stipulated time led to the suit being barred by limitation.

VALMIKI J. MEHTA, J.

CM No. 35801/2018 (delay in re-filing)

For the reasons stated in the application, delay in re-filing is condoned.

CM stands disposed of.

CM No.35802/2018 (Exemption)

Exemption allowed subject to just exceptions.

CM stands disposed of.

RFA No.735/2018

1. This Regular First Appeal under Section 96 of the Code of Civil Procedure, 1908 (CPC) is filed by the plaintiff in the suit impugning the Judgment of the Trial Court dated 27.2.2018 by which the Trial Court has dismissed the suit filed by the appellant/plaintiff. By the suit the appellant/plaintiff sought the relief of mandatory injunction for grant of 1950 Shares of the respondent/defendant company to the appellant/plaintiff under the Employees Stock Option Plan (ESOP) or in the alternative the appellant/plaintiff claimed the relief of money decree being the value/price of shares as damages totaling to a sum of Rs.56,55,000/-.

2. The facts of the case are that the appellant/plaintiff was an employee of the respondent/defendant company M/s HCL Technologies Ltd. The earlier name of the respondent/defendant company was HCL Consulting Ltd., and this was during the period when the appellant/plaintiff was the employee of the respondent/defendant company. By the Letter dated 8.11.1995 the appellant/plaintiff was offered by the respondent/defendant company ESOP of 1950 Shares of the respondent/defendant company. This offer given to the appellant/plaintiff was in terms of the Letter dated 8.11.1995 (Ex.P3). The offer was however subsequently deferred in terms of the Letter dated 20.1.1997 (Ex.P-4) whereby the entitlement of the appellant/plaintiff to the ESOP was to be enforced after 30 days of the Initial Public Offering (IPO) of the respondent/defendant company. Appellant/plaintiff pleaded that he kept on patiently waiting to get the ESOP and that he was orally informed by the officers of the respondent/defendant company that information with respect to the coming out of its IPO shall be conveyed to him. The appellant/plaintiff pleads that he had repeatedly requested the respondent/defendant company through phone calls and e-mails to enable him to exercise the option in terms of the Letter dated 20.1.1997, but the respondent/defendant company refused to grant ESOP for one reason or the other. Ultimately, the appellant/plaintiff was forced to issue a Legal Notice dated 11.10.2004 asking the respondent/defendant company to issue the ESOP shares, and to make good on all losses, and on failing to get the requisite response, the subject suit was filed.

3. Respondent/Defendant company contested the suit by filing its written statement. The first defence raised by the respondent/defendant company was that the ESOP 1995 was withdrawn in the year 1999. It was further contended by the respondent/defendant company that the appellant/plaintiff knew of the withdrawal of ESOP 1995 Scheme, including because under the ESOP 1999 Scheme of the holding company of the respondent/defendant company namely HCL Corporation Ltd., the appellant/plaintiff was granted 9662 Stock Options at Rs.4/- each and the appellant/plaintiff exercised that option and made profit of about Rs.20 lacs on sale of the said shares. The further case of the respondent/defendant company was that the entitlement for ESOP as claimed by appellant/plaintiff, in terms of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 as amended w.e.f 30.6.2003, could not be given to the appellant/plaintiff as ESOP benefits were to be given only to an employee of a company or employee of a subsidiary company or an employee of a holding company, and that the appellant/plaintiff admittedly from April 1997 ceased to be the employee of the respondent/defendant company and became the employee, not of a subsidiary or holding company of the respondent/defendant company, but of a joint venture of the respondent/defendant company and M/s. Perot Systems Corporation, USA. In fact, M/s HCL Perot System