ARB.P. 436/2022

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*

IN THE HIGH COURT OF DELHI AT NEW DELHI

%

+

ARB.P. 436/2022

Piyush Kumar Dutt,

R/o. 236, Espace, Nirvana Country,

Sector - 50,

Gurgaon- 122018,

Haryana

.....Petitioner

versus

Vishal Mega Mart Private Limited,

Having its Regd. Office at:

Plot no.184, 5th Floor,

Platinum Tower, UdyogVihar,

Phase 1, Gurugram- 122016,

Haryana, through its Director

...... Respondent

CORAM:

HON’BLE MS. JUSTICE NEENA BANSAL KRISHNA

J U D G E M E N T

1. A petition under Section 11(6) of the Arbitration &

Conciliation Act, 1996 has been filed for appointment of an

Arbitrator.

2. The facts in brief are that the petitioner as the erstwhile senior

level employee, was officiating on the post of Chief Human

Resource Officer in the respondent Company till 31^st May, 2021 and

This is a digitally signed Judgement.

NEUTRAL CITATION NO: 2022/DHC/002858

ARB.P. 436/2022

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has since then left the employment of the respondent Company. It is

explained that the respondent Vishal Mega Mart is a Private Limited

Company and is a resultant entity constituted upon merger/

amalgamation of Vishal Mega Mart Private Limited and Rishant

Wholesale Trading Private Limited pursuant to order dated 12^th

May,

2020 of

CLT,

Chandigarh

Bench

in

CP

(CAA)No.21/Chd/Hry/2019 whereby Rishant Wholesale Trading

Private Limited changed its name to Vishal Mega Mart Private

Limited. The respondent Company is engaged in the business of

wholesale cash and carry. It is stated that prior to the merger, the

petitioner entered into Employment Agreement dated 14^th January,

2019 with Vishal Mega Mart Private Limited. The relevant terms of

employment were as under:

Petitioner's services as the Chief Human Resource Officer

of the company was agreed to be continued on the terms and

Petitioner had to subscribe to 8,41,844 Equity Shares of

Rs.10/- per Equity Share of Rishant Wholesale Trading Private

Petitioner, besides agreed remunerations/bonus, was also

granted 42,63,807 stock options of Rishant Wholesale Trading

Equity Share which were to vest over the following 5 years with 50%

Time Based Options based upon tenure of employee and 50%

Performance Based Options based upon performance of the

company as per the applicable ESOP Plan/Scheme formulated in

that regards.

This is a digitally signed Judgement.

NEUTRAL CITATION NO: 2022/DHC/002858

ARB.P. 436/2022

Page3 of 15

3. The respondent Company has since framed and brought into

effect the relevant Rishant Employee Stock Option Plan 2019 as

supplemented by the Rishant Employee Stock Option Scheme 2019-

Scheme2 which read with the Company’s (Share Capital and

Debentures Closed Rules 2014) provides for grant of employees

stock options to the eligible employees.

4. The petitioner tendered his resignation in terms of letter dated

01^st March, 2021 and after successfully completing his Notice period

of 90 days, he was relieved from his duties on 31^st March, 2021.

The petitioner in his Resignation Letter duly communicated his

intention of retaining 8,41,844 equity shares subscribed/

purchased by him and also opted to exercise his rights to acquire the

vested stock options as per the terms and conditions of the

Employment Agreement dated 14^thJanuary, 2019 and the relevant

Rishant Employee Stock Option Plan 2019 as supplemented by

Rishant Employee Stock Option Scheme 2019-Scheme II.

5.

It is submitted that during the course of the continued

employment of the petitioner with the respondent Company and in

accordance with Scheme II read with the Company’s rules, 2014, a

total of 17,05,523 stock options came to be vested with the

petitioner and the exercise period of the same is admittedly 10

years (Clause 10.1 of ESOP Plan 2019). This fact is also clearly

acknowledged and borne from the letters dated 09^th January, 2021,

18^th August, 2021 and subsequent Legal Notices dated 02^nd

September, 2021, 29^th September, 2021 and