RAJNISH KOHLI Vs. HCL TECHNOLOGIES LTD

JUDGEMENT

(1.) This suit seeks a decree of mandatory injunction directing the defendant company to issue and deliver 1950 shares of the defendant company to the plaintiff or, in the alternative, a decree for Rs. 56,55,000/- in favour of the plaintiff along with pendente lite and future interest at the rate of 18% per annum till the date of actual payment.

(2.) It is the plaintiff's case that he was an employee of a company known as HCL Perot Systems owned by HCL Consulting Limited (the defendant company, now known as HCL Technologies Limited), until his resignation in 2005; during this time he was offered stock options by the defendant company as a part of his compensation package and to incentivize him to remain with the company and to make efforts to increase its business. Accordingly, the defendant company, vide its letter dated 08.11.1995 (Ex. P-3), communicated to the plaintiff that he would be the recipient of 1950 equity shares of HCL Consulting Limited at Rs. 10/-, each fully paid up, which would be delivered in three equal instalments of 650 shares on 01.07.1996, 01.01.1998 and 01.07.1999. The shares were to be offered to the plaintiff at par and the option was to be exercised by the plaintiff within 30 days of their becoming due by the making of full payment thereof by means of a Pay Order or Demand Draft payable at New Delhi in favour of a party nominated by the defendant company. However, due to certain restrictions imposed by SEBI, the shares were only to be transferred after the defendant company had completed its initial public offering (IPO). Furthermore, there was no requirement of additional cost to be paid by the plaintiff in case of any bonus issue of shares and the plaintiff was also to be entitled to apply for further issue of shares on payment of the issue price plus interest at the rate of 20% per annum. It is also submitted that a right was conferred upon the plaintiff that should he desire, he would be able to sell the shares in the open market at the prevailing market price.

(3.) It is submitted that vide the defendant company's letter dated 20.01.1997 (Ex. P-4), it was acknowledged that the plaintiff had become entitled to 650 shares as of 1st July, 1996. He was also informed that his requirement to make the payment for the shares had been deferred due to the fact that the IPO had not taken place and that he would have 30 days to exercise his options once the IPO had taken place.