Deepayan Mohanty vs Cargill India Pvt Ltd & Ors

,

Prathiba M. Singh, J",

The Plaintiff, Mr. Deepayan Mohanty (hereinafter “Plaintiffâ€) has filed the present suit under Order XXXVII CPC seeking recovery of a sum",

of Rs. 3,25,56,496/- along with interest against the Defendants which are the Cargill Group of Companies (hereinafter together referred as",

“Cargill). Cargill India Pvt. Ltd (Defendant No. 1) is the Indian subsidiary of the Cargill Group. The Plaintiff was employed in Defendant no.1 and,

was reporting to Cargill, TSF Asia Pvt. Ltd based in Singapore (Defendant No. 3), which is in turn a part of the Cargill Financial Services Company, a",

company incorporated in Delware, USA (Defendant No. 2).",

The Plaintiff joined Bharat Cargill Holdings Pvt. Ltd. in November, 1996 and was transferred to Cargill India Pvt. Ltd in 1997. He was drawing his",

salary from the Indian company i.e. Defendant No.1. Within the Cargill Group, the Plaintiff belonged to a business unit called Trade and Structured",

Finance (TSF business) and was looking after the business of the group in India, Sri Lanka and Bangladesh. He was reporting to the head of the TSF",

business for Asia and Europe, who was employed by the Singapore Company, who in turn reported to the global head of TSF business based in the",

U.S. working in Defendant No. 2.Â,

According to the plaint, in view of the business generated by the TSF unit, which was headed by the Plaintiff, he was awarded a bonus of USD",

510,000 for the year 2007-08. The award of the said bonus was communicated to him by an internal memo dated 24th July, 2008. The award was split",

50-50. 50% comprised a cash award, which was paid to the Plaintiff and 50% was retained as a deferred incentive award. USD 255,000 was paid",

to the Plaintiff at the relevant time and the remaining was deferred over a period of three years and was to be given to him with interest.,

Though the award was in U.S. dollars, the same was paid in Indian rupees and was reflected in the salary slip of the Plaintiff. During the time that",

the deferred incentives were yet to be paid by Cargill to the Plaintiff, he was awarded another incentive award for the fiscal year 2008-09. The bonus",

of USD 575,000 was awarded on 27th July, 2009 out of which USD 287,500 was the cash award and the balance USD 287,500 was the deferred",

incentive award.,

According to the Plaintiff, the amounts which were awarded to him and stood vested in him were as follows:",

“(a)USD 525,000 for the fiscal year 1st June, 2006 â€"  31st  May, 2007;Â",

(b)USD 510, 000 for the fiscal year 1st June, 2007 â€"  31st  May, 2008; and",

(c)USD 575,000 for the fiscal year 1st June, 2008 â€" 31st May, 2009.â€​",

From the said amounts, 83.33% of the amount for 2006-07, 66.67% of the amount for 2007-08 and 50% of the amount for 2008-09 was paid and",

the balance remained outstanding. The balance, according to the Plaintiff, was USD 545,000 along with USD LIBORÂ + 1%.",

(LIBOR or the London Interbank Offered Rate is a benchmark rate for short-term interest rates which is used by some of the leading banks of the,

world. It is used for pricing of interest rate swaps, currency rate swaps and mortgages.)",

The Plaintiff resigned from Defendant No.1 on 7th December, 2009 which was accepted on the same day and he was relieved from duty on 7th",

January, 2010. In January, 2012, when the Plaintiff approached the Defendants for payment of the balance incentive award, he was informed that he",

had to sign a statutory declaration as per the terms and conditions specified by the U.S/Singapore Company. He furnished the declaration on 24th,

January, 2012. On 8th February, 2012, he received an undated letter stating that upon review it was found that the Plaintiff did not comply with the",

terms and conditions of the incentive award and hence the payment was not liable to be made.Â,

A legal notice dated 23rd May, 2012 was issued on behalf of the Plaintiff calling upon the Defendants to pay the outstanding amount. Vide letter",

dated 6th June, 2012, the Defendants refused to pay the said amount. A further letter was written on behalf of the Plaintiff dated 10th September,",

2012. Attention was sought to be drawn to a decision of the Singapore Court of Appeal in a similar fact situation, and a plea was made for the",

payment of the outstanding sums. Thereafter, a letter of notice dated 12th September, 2012 under Sections 433 and 434 of the Companies Act, 1956",

was also issued, seeking winding up. However, vide letter dated 4th October, 2012, the Plaintiff was informed that the deferred incentive amount was",

forfeited as per the forfeiture provisions of the incentive awards. Thus, the Plaintiff filed the present suit praying for a decree in Indian Rupees",

equivalent to USD 5,45,000 along with USD LIBOR+ 1%. All the Defendants have put in their appearances and they have also filed the applications",

for leave to defend being I.As.1042/2016, 3045/2016 and 3047/2016.",

Stand / submissions of parties,

Defendants No. 2 and 3 have filed leave to defend through one Mr. Nitesh Kumar and the leave to defend on behalf of Defendant No.1 is filed by,

the Director, Human Resources, Mr. Ravi Parmeshwar. Defendant No.1 challenges the territorial jurisdiction of this court, though the same was not",

pressed in oral arguments. Reliance is also placed on an internal memo and a note therein which reads as under:,

“Employees must be currently employed by Cargill as of the date of the distribution of an Awardâ€​,

Cargill India pleads that the claim in respect of the award should be made against Defendant No.2 i.e. Cargill USA. It is further argued that the,

Plaintiff seriously and materially breached the terms of his employment during his employment with Defendant No.1 by establishing a competing,

company and misusing his position. The same was without the approval of the Cargill Group. It is argued that the Plaintiff set up a company by the,

name M/s. Kredence Global Services Private Limited which was named as Hemera India Private Limited and then changed to Hemera Global Trade,

Private Limited. According to Defendant No.1, there are various e-mails on record which show that he was running a parallel business during his",

employment with the Defendant No.1 company and that he also used the services of his colleagues in Cargill to set up his parallel business. Defendant,

No.1 also relied on the forfeiture provisions in the incentive award to argue that since the Plaintiff is doing a competing business within a period of two,

years after his resignation, the Defendant is entitled to forfeit the amount. Defendant No.1 also argues that the registered office of Hemera Group and",

Kredence Group are the same and since the Hemera Global Trade Private Limited incorporated prior to the Plaintiff leaving the Defendants, the",

Plaintiff had breached his fiduciary obligations towards the Defendants. It is further pleaded that the 50% deferred incentive is in the nature of loyalty,

bonus payment and since the Plaintiff breached his loyalty obligation after leaving employment, he is not entitled to the deferred incentive payment. It",

is further argued that the unpaid amount, as per the forfeiture provisions is a genuine and reasonable pre-estimate of the loss which would be suffered",

by the Defendant group upon the employee violating the forfeiture provision. Defendant No.1 further states that the forfeiture provision is valid in law,

and is not in restraint of trade and that the Plaintiff had also given a false declaration, having not clarified with the Defendants about his business",

Individual     Incentive

Award","Deferred Incentive Percentage and

Deferral Period

$74,999 and below",0% -No Deferred Incentive

$75,000 -$199,999","50% of Individual Incentive

Award deferred for 1 Fiscal Year

from Grant Date

$200,000- $399,999","50% of Individual Incentive

Award deferred over 2 Fiscal Years

from Grant Date(2

annual payments)

$400,000and greater","50% of Individual Incentive

Award deferred over 3 Fiscal Years

from Grant Date(3

annual payments)

Deferred Incentives that have been awarded but not yet distributed will be forfeited if the Participant (1) is Terminated for Cause, or (2)(a) voluntarily",

separates from service with the Company or is Terminated for Sub-standard Performance, and (b) continues a career within the financial or",

commodity trading industry outside of the Company within a period of 2 years from the date of termination (referred to as the Two-year, Non-",

compete period). Continuance of a career within the financial or commodity trading industry is defined as employment by, consulting with, establishing,",

or having a substantial ownership interest in any organization, which competes with the Company for employees, customers, clients, market share, or",

financial/commodity resources or deals.Â,

Deferred Incentives will not be forfeited under the following circumstances:,

A Participant's Reduction In Force (RIF), Disability or death.",

A Participant who voluntarily separates from service with the Company, Retires from the Company, or is Terminated for Sub-standard",

Performance and who does not compete within the Two-year, Non-compete period. In the event that a Participant seeks to engage in activity or an",

employment relationship that may violate the Twoyear Non-compete period. Participants may seek clarification relative to the acceptability of this,

relationship from the Business Unit or Platform leader.,

PAYMENT SCHEDULE,

Cash Awards,

Cash Awards will be paid no later than August 15th after the Grant Date. For Non-US Participants, payment will be based on the foreign exchange",

rates in effect on the date to be specified in accordance with corporate policy. Non-U.S. Participants should confirm the payment date and foreign,

exchange rate with local Human Resources.,

Deferred Incentives 1. For current Participants:,

Deferred Incentive awards will be paid in one or more installments (as applicable) over the Participant's respective deferral period. Payments will,

begin one Fiscal Year end following the Grant Date, and each payment will be distributed within 60 days of each Fiscal Year end.Â",

For terminated Participants due to a RIF, Disability, or death:",

Deferred Incentive amounts will be paid within sixty (60) days of the date of RIF, Disability, Retirement or death (""Qualifying Event Date"") as a lump",

sum payout of outstanding Deferred Incentive amounts due plus any accrued interest as of the Qualifying Event Date.,

For all other terminated Participants, including Retirees, whose Deferred Incentives have not been forfeited in accordance with the Forfeiture",

provisions: Deferred Incentives will be paid within 60 days after the Two-year Non-compete Period expires at which time the Participant will receive,

a lump sum payout of outstanding Deferred Incentives and accrued interest. The final period accrual is calculated based on the timeframe between,

June 1st of the prevailing Fiscal Year and the day the Two-year Non-compete period expires.Â,

Participants will be required to complete a statement to certify that they have successfully fulfilled the Two-year Non-compete period before they will,

be eligible for payment. The determination of whether or not the noncompete provisions have been successfully fulfilled will be determined at the sole,

discretion of the Business Unit Leader and Platform Leaders.,

No Participant will be eligible to receive a distribution of any Individual Incentive Award other than as specified in this Plan.â€​,

A perusal of this clause showed that it has various elements i.e.Â,

i) It is awarded on the basis of performance during the course of employment;,

ii) 50% is paid as an immediate cash award;,

iii) The remaining 50% is paid in a period of one year or two year or three year period. The higher the amount, the longer the deferred period;",

iv) Every deferred payment earns interest at the end of the year, of USD LIBOR + 1% per annum spread to be compounded annually;",

v) The cash award is payable before 15thAugust after the grant date; vi) For non-US participants, foreign exchange rates would be applicable as per",

the corporate policy.,

vii) For those persons who leave employment, the deferred incentive has to be paid in lumpsum along with interest, within 60 days after the two years",

non-competing period expires; viii) At the end of the 60 days period after two years, the person receives a lumpsum payment of their entire deferred",

incentive along with accrued interest.,

Thereafter the Plaintiff is awarded for the year 2007-08. The award dated 24th July, 2008 clearly recognizes the Plaintiffâ€s performance for the",

year 2007-08 fiscal by an internal memo. On 27th July, 2009, a further award for 2008-09 was made. These documents are not disputed by the",

Defendants. The resignation of the Plaintiff was accepted vide letter dated 7th December, 2009 in the following terms:",

“December 7, 2009",

Mr. Deepayan Mohanty,

Sub- Acceptance of your Resignation Dear Deepayan,Â",

Kindly refer to your letter dated December, 7, 2009 resigning from the service of Business Head â€" TSF and Country Treasurer.",

This is to inform you that your resignation has been accepted and you will be relieved from your duty w.e.f.,

January 7, 2009.",

Please acknowledge receipt of this letter by signing and returning the duplicate copy of this letter. Wishing you success in your future endeavours.Â,

With regards.,

Yours sincerely,",

For Cargill India Pvt. Ltd.,

(Sd/-),

Director HR,

(Ravi Paremeshwar)â€​,

Thereafter, when the period of two years expired, the Plaintiff sent a claim, on 11th January, 2012. He was asked to sign the statutory declaration",

form duly notarized. The Plaintiff then submitted his statutory declaration and clearly disclosed that he was appointed as a Director in Hemera India,

Private Limited and Hemera Global Trade Private Limited. Thereafter, by an undated letter, he was informed as under:",

“Dear Deepayan,",

We refer to our letter dated 11 January 2012, and your statutory declaration dated 24 January 2012.",

The Business Unit Leader and Platform Leaders, having reviewed the matter, have determined that you have not complied with the Terms and",

Conditions of Incentive Award.,

Therefore, we regret to inform you that you are not eligible to receive your Deferred Award.",

For the avoidance of doubt, all of our rights are reserved.",

Your sincerely.,

For Cargill India Private Limited,

Ross Hamou- Jennings,

Managing Director, TSF Europe & Asiaâ€​",

The facts, thus far, are not in dispute. The sequence of events shows that at the time when the Plaintiff resigned from the Cargill Group, the",

Defendants did not have any complaint against him. Further, the incentive awards were also given after assessing the performance during his",

employment. The argument now made to refuse the disbursement of the remaining portion of the incentive awards is that the Plaintiff violated his,

obligations with Cargill by engaging in competing business: a)Â during the course of employment; and,

b) within the period of two years after the cessation of employment.Â,

The violation if any as per (a) above i.e. during the course of the employment is not the subject matter of this suit, in as much as no issue was",

raised at the time of accepting his resignation and the forfeiture clause does not recognize conduct during the course of employment as being one of,

the reasons for forfeiting the deferred incentive. The only reason that can be given by Cargill to justify forfeiture is that the Plaintiff has engaged in a,

competing business within the two year period after his employment ceased with Cargill. Further, the note in the internal memo as extracted in para 9",

above, only means that the award of the incentive cannot be made after a person ceases to be an employee. As per the scheme, those employees",

who leave the company who have already been awarded, can receive 50% after they leave employment.",

The first and foremost question is whether the forfeiture clause is valid and enforceable in law.,

The forfeiture clause is clear:Â If a person engages in a competing business/service within the two years period after leaving Cargill, the",

outstanding amount can be forfeited. It is the settled position, in India at least, that no employer has a right to restrain an employee from taking up",

competing employment after the term of employment. Such a clause is invalid and unenforceable as per Section 27 of the Indian Contract Act, 1872.",

But what Cargill is doing in the present case is not restraining him from pursuing his competing business but refusing to disburse the balance incentive,

award amount to him since he allegedly engaged in a competing business. Can such a clause be held to be valid and enforceable? The answer to this,

question depends upon the nature of the sum being withheld. The deferred incentive is an amount which was awarded to an employee as a reward for,

good performance `during the course of employmentâ€. The said amount is awarded in full in favour of the employee. Only the payment is postponed,

partially and for the postponement of the payment, interest is also paid by Cargill to the employee. Thus, the amount belonging to the employee is being",

withheld by Cargill. Ideally, the entire amount ought to be disbursed at the time when it was awarded but as a part of Cargillâ€s company policy it is",

being deferred. If the deferment is to enforce a clause which is otherwise unenforceable, the forfeiture based on the said clause, is itself illegal. The",

amount does not belong to Cargill. It belongs to the employee and Cargill is merely making the employee agree to take the amount with interest after,

the period of two years. That does not mean that under the garb of paying interest, Cargill can forfeit something on the basis of an invalid and",

unenforceable clause in the agreement. The terms used in the clause, namely, “forfeitureâ€, and “awarded but not yet distributed†clearly",

show that the amount vests in the employee and only the disbursement is deferred. The fact that interest is being paid on the unpaid incentive amount,

also shows that the intention of Cargill seems to be merely enforce conditions on employees which cannot otherwise be enforced in law, at least in",

India. The condition in an employment contract that an employee cannot engage in competing business after employment for any period is, in restraint",

of trade, as is clear from a reading of Percept D’Mark India Pvt. Ltd. v Zaheer Khan, (2006) 4 SCC 227(hereinafter referred as “Percept",

Dâ€​Mark Indiaâ€​) , and Niranjan Shankar Golikari (supra).",

The Supreme Court in Percept D’Mark India (supra), held as under:",

“54. On the pleadings contained in the arbitration petition, there can be no escape from the conclusion that what the appellant sought to enforce",

was a negative covenant which, according to the appellant, survived the expiry of the agreement. This, the High Court has rightly held is impermissible",

as such a clause which is sought to be enforced after the term of the contract is prima facie void under Section 27 of the Contract Act.,

…,

The legal position with regard to post-contractual covenants or restrictions has been consistent, unchanging and completely settled in our country.",

The legal position clearly crystallised in our country is that while construing the provisions of Section 27 of the Contract Act, neither the test of",

reasonableness nor the principle of restraint being partial is applicable, unless it falls within express exception engrafted in Section 27.",

…,

Under Section 27 of the Contract Act: (a) a restrictive covenant extending beyond the term of the contract is void and not enforceable, (b) the",

doctrine of restraint of trade does not apply during the continuance of the contract for employment and it applies only when the contract comes to an,

end, (c) as held by this Court in Gujarat Bottling v. CocaCola [(1995) 5 SCC 545] this doctrine is not confined only to contracts of employment, but is",

also applicable to all other contracts.â€​,

In Niranjan Shankar Golikari(supra), the Court held as under:",

“17. The result of the above discussion is that considerations against restrictive covenants are different in cases where the restriction is to apply,

during the period after the termination of the contract than those in cases where it is to operate during the period of the contract. Negative covenants,

operative during the period of the contract of employment when the employee is bound to serve his employer exclusively are generally not regarded as,

restraint of trade and therefore do not fall under Section 27 of the Contract Act. A negative covenant that the employee would not engage himself in a,

trade or business or would not get himself employed by any other master for whom he would perform similar or substantially similar duties is not,

therefore a restraint of trade unless the contract as aforesaid is unconscionable or excessively harsh or unreasonable or one-sided as in the case of,

W.H. Milsted & Son Ltd ...â€​,

Thus, the obligation not to join a competitor or run a competing business, after the term of employment being contrary to Indian law, the forfeiture",

clause to the said extent is unenforceable and is in restraint of trade.,

There is yet another dimension to the forfeiture clause: By the said clause, the company seeks to abrogate money which vests in the employee.",

This would also be in restraint of trade. The Court of Appeal in Singapore had the occasion to deal with this very clause in the case of an employee of,

Defendant No.3. The said Court in Singapore discusses the nature of the very same Deferred incentive scheme of Cargill in the context of the laws of,

Singapore. While in Singapore, a reasonable covenant, post-employment may be enforceable, the decision goes on to hold that even under the law in",

Singapore, a clause which forfeits something which is awarded but not distributed is in restraint of trade inasmuch as the analysis of the court is that",

the money already vests with the employee and does not belong to Cargill.,

The relevant portion of the said judgment is set out below:,

“31. …Indeed, the Forfeiture Provision expressly states that it relates to “Deferred Incentives [viz, the Deferred Incentive Award] that have",

been awarded but not yet distributed†[emphasis added]. The fact that interest would apply to these deferred awards further suggests that the money,

was the employeeâ€s and he had a right to collect the interest from the deferred sum. The Respondentâ€s argument that the monies were merely,

being offered to the employee and were thus not vested cannot be reconciled with the wording and substance of both the letter announcing the bonus,

award and the accompanying T&Cs. It is clear that the Forfeiture Provision pertains to monies which were vested at the time the bonus was declared,

by way of the internal memo.,

32.    Further, it is also expressly stated in the Forfeiture Provision that the Deferred Incentive Award would be “forfeited†if the",

Appellant, inter alia,",

“continues a career within the financial or commodity trading industry outside of the Company [the Respondent] within a period of two years from,

the date of such Separation from Service (referred to as the “Two Year Non Compete Periodâ€)†[emphasis added]. It bears repeating, in this",

regard, that the heading of the Forfeiture Provision reads â€" significantly, in our view â€" “Forfeiture Provisions†[emphasis added]. In our view,",

if the Deferred Incentive Award had not already vested in the Appellant, there would have been nothing to “forfeit†in the first instance. Put",

simply, the express words of the Forfeiture Provision mean precisely what they say, and one would have to be a linguistic contortionist, so to speak, to",

arrive at a different interpretation of this particular provision.,

…,

35.    Given the fact that the Deferred Incentive Award was already vested in the Appellant, this would mean that the Appellant should, in",

principle, have been entitled to that award even if he had decided to leave the employment of the Respondent forthwith at the end of his contract with",

the Respondent. In the circumstances, to interpret â€" as the court below did â€" the Forfeiture Provision as still giving the Appellant the choice",

whether he wanted to continue in the employment of the Respondent, albeit subject only to the fact that he would forgo the Deferred Incentive Award",

should he decide not to, with respect, does not reflect the actual situation which the Appellant faced. It was not, in our view, a real choice. The",

Forfeiture Provision was akin to a sword of Damocles hanging over the Appellantâ€s head â€" programmed to fall should the Appellant decide to,

leave the employment of the Respondent and join a competitor. In point of fact, however, such a sword ought never to have been there in the first",

place given the fact that the Deferred Incentive Award had already vested in the Appellant. Put simply, the Forfeiture Provision operated, a fortiori, to",

restrain the Appellant from leaving the employment of the Respondent to join a competitor, by way of a threat to forfeit a not insubstantial financial",

reward which had already vested in the Appellant should he (the Appellant) in fact leave the employment of the Respondent to join a competitor,

…,

41.  We have, in fact, already set out our views on the nature of the Forfeiture Provision. In particular, we have found that, given that the",

Deferred Incentive Award was already vested in the Appellant and that the Forfeiture Provision operated to restrain the Appellant from leaving the,

employment of the Respondent to join a competitor, by way of a threat to forfeit a not insubstantial financial reward which had already vested in the",

Appellant should he (the Appellant) in fact leave the employment of the Respondent to join a competitor (see, especially, above at [35]), the Forfeiture",

Provision is, in our view, indeed a “restraint†that brings that clause within the ambit of the doctrine of restraint of trade (indeed, we pause to",

observe, parenthetically, that such a situation is no different, in substance, from that in the Australian Privy Council decision of Stenhouse Australia",

Ltd v. Marshall William Davidson Phillips [1974] 1 AC 391 (the only difference, if at all, consisting in the fact that this last mentioned case constituted",

an even more obvious situation since the commission sought to be forfeited pursuant to the clause concerned would in fact be earned independently by,

the former employee post employment)...â€​Â,

A perusal of the above extracts shows that the condition by which the contract seeks to impose a power of forfeiture would by itself be in restraint of,

trade as the amount belongs to the employee. This Court concurs with the above view. Abrogation of the amount would be in restraint of trade.,

Ld. Counsel Mr. Farasat has relied vehemently on various decisions to distinguish between `Bonus†and `Wagesâ€. The said decisions are,

rendered under various enactments such as Employees†State Insurance Act, 1948 Payment of Wages Act,1936 and the Industrial Disputes Act,",

1947. It is true that Bonus cannot be claimed as a matter of right. But that is not the issue arising in the present case. In the present case, the incentive",

has already been awarded and only its part disbursement is postponed. The said decisions are thus not applicable.,

On the basis of the above discussion, it is clear that even if all the documents filed by Cargill are taken to be admitted and the conduct of the",

Plaintiff is also to be taken as admitted i.e., he joined Hemera Global post his employment, even then there is no triable issue. The Plaintiff himself",

disclosed that he was working with Hemera Group. Kredence Global which is the earlier name of Hemera Group was within the knowledge of the,

Cargill Group as is evident from the e-mail dated 16th February, 2009, which has been placed on record. The said email shows that Kredence was",

known to the senior management of Cargill and was procuring clients for Cargill.,

It is nigh possible that during the course of employment, the Plaintiff may have been in a competing business which could be violative of the terms",

of employment. However, those facts are not before the court. If the Plaintiff has in fact indulged in any conduct which was in breach of the",

employment agreement, it is for Cargill to take action in accordance with law, if permissible at this stage. So far, as per Ld. Counsel for the",

Defendants no action has been taken. This court is not commenting on the Plaintiffâ€s conduct which is reflected in the various e-mails inasmuch as,

the only issue raised in this suit is in respect of the outstanding deferred incentive amount which has been awarded to him. The factum of the award,

has not been disputed and the conditions of the deferred incentive are also not disputed. The resignation and the acceptance thereof are also not,

disputed. Under these circumstances, the court is thus not embarking on an adventure which is completely alien to the dispute in hand i.e. the payment",

of the outstanding deferred incentive amount. The arguments on behalf of Cargill i.e. that the conduct of the Plaintiff raises a triable issue may not be,

correct inasmuch as the court in this case is not adjudicating the violation of the employment contract or the alleged breach of fiduciary relationship,

between the Plaintiff and the Defendants. The same would have to be considered and adjudicated in appropriate proceedings if Cargill chooses to file,

any.Â,

As on date, when the court enquired as to whether the Defendants took any action against the Plaintiff in respect of allegations made by them in",

the leave to defend application or if they had sought refund of the cash part of the incentive already given to him, the answer was a categorical no. If",

the cash part of the incentive has not been withdrawn and the amount has vested in the Plaintiff, there can be no reason to withhold disbursement of",

the same. The forfeiture clause is clearly not enforceable, as it is in restraint of trade.Â",

Thus the Plaintiff is entitled to a decree for a sum of Rs.3,25,56,496/- along with USD LIBOR + 1% as on 22nd April, 2014 which is the date of",

filing of the suit. The Plaintiff shall also be entitled to interest @ 6% per annum from 10th January, 2012 i.e. the date from when the amount became",

due. Payment of the decretal amount is directed to be made within eight weeks. If the payment is not made within the said period, interest @12% per",

annum on the decretal amount shall be payable upon the expiry of eight weeks till date of actual payment. The leave to defend applications are,

dismissed.,

Suit is, accordingly, decreed. All pending applications are disposed of. Decree sheet be drawn. No order as to costs.Â",