NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOW:

Transcription

1 DIRECTOR THIS AGREEMENT is made at Mumbai this day of Between M/s, a public limited company having its Registered Office at (hereinafter referred to as the company ) of the One Part and Mr. ordinarily residing at and presently in India (hereinafter referred to as Managing Director ) of the Other Part. WHEREAS the Company proposes to appoint the said Mr. as the full time Managing Director of the Company on the following terms and conditions which are agreed to by the said Mr.. AND WHEREAS the appointment of the Managing Director on the terms herein contained has been approved by the General Meeting of share holders of the Company held on the.. day of. NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOW: 1. The Company hereby appoints the said Mr. as the Managing Director of the Company for a period of 5 (five) years subject to the said appointment being terminated earlier as hereinafter provided. 2. The Managing Director shall be a member of the Board of Directors but shall not be liable to retire by rotation. 3. The Managing Director will be in overall charge of the business, administration and other affairs of the Company, subject to the control and directions of the Board of Directors, and shall guide, control and supervise the employees of the Company, their functions, the business carried on by the Company and all administrative matters.

2 4. The Managing Director shall have all the powers and authorities of the Board of Directors as provided in the Articles of Association of the Company and in the Companies Act, subject however to the control and directions of the Board of Directors and except the powers which are required to be exercised by the Board in a meeting. All decisions made and actions taken by the Managing Director will be subject to the approval of the Board of Directors. 5. The Managing Director will have power to represent, discuss, negotiate, finalize, sign and execute all Memorandum of Understandings, Agreements, Contracts, Deeds, Instruments and documents proposed to be executed by the Company with any Body Corporate, Central Government, State Government, Trust, Local Body, Corporations and/or other authorities. 6. The Managing Director will have power to appoint all employees of whatever grade or position, to dismiss or remove them as per the conduct rules of the Company and allot them work and exercise control and supervise over them provided that the appointment and dismissal or removal of any officer of the Company. The word Officer will have the same meaning as given in the Companies Act, The Managing Director will be entitled to a monthly salary of Rs. and all other allowances, benefits, incentives and perquisites as set out in Annexure-I attached hereto and forming part of this Agreement. It is, however, specifically agreed between the parties that the emoluments shall not be more than Rs.1.25 Crore annually. 8. The Managing Director will be entitled to a fee for attendance to the meeting of the Board of Directors or any Committees as may be decided by the Board from time to time 9. The remuneration payable to the Managing Director is in excess of the limits prescribed under Schedule-XIII attached to The Companies

3 Act, 1956 and will require approval of The Ministry of Corporate Affairs, Government of India, New Delhi for which necessary application shall be made by the Company. 10. The Managing Director will be entitled to Earned leave, Casual Leave and Sick Leave as per rules of the company as applicable from time to time. 11. The Managing Director shall not solicit the customers of the company for his own interest and shall not directly or indirectly be interested in other business. Further, the Managing Director, while in the employment of the company, shall not promote or develop or incorporate any Body Corporate for doing any business without the approval of the Board of Directors of the Company. 12. The Managing Director will act diligently and to the best of his ability in the discharge of the duties as Managing Director and who will be responsible for the proper administration and functioning of the Company s business. 13. The Managing Director will be working whole time for the Company and he will not accept any post or work outside. He will requisition the meetings of the Board of Directors from time to time as required by the members of the Board. He will also attend all meetings of the Board. He will ensure that the Agenda and other papers are sent to the Board of Directors in time. 14. Notwithstanding anything contained in clause 1 hereof the Managing Director shall cease to hold the said office and this agreement will stand terminated if he does any act of commission or omission mentioned in clauses (a) to (k) of sub-section (1) of S.283 of the Companies Act.

4 15. The Company through the Board of Directors will also be entitled to terminate the services of the Managing Director if he is found guilty of any misconduct after proper enquiry 16. The Managing Director, shall, subject to the directions of the Board of Directors, represent the Company before any Chambers, Association, Institution, Forum, Public Body or in any meeting called where the Company is invited, in respect of any matter touching the business of the Company 17. The Managing Director shall be entitled to sign, verify and file any applications, petitions, suits, appeals, review petitions, representations, complaints, pleadings for and on behalf of the company, for filing before any Court, Tribunals, Judicial and Quasi-judicial authorities or before any public authorities and also appoint Advocates, pleaders, Attorney and may delegate all or any of the powers as aforesaid. Further the Managing Director shall have the full powers to compromise, withdraw, settle any such petitions, suits, complaints, case pending, 18. That the Managing Director shall ensure compliances of various laws, rules, regulations, by-laws, guidelines, instructions as are applicable to the Company from time to time and for that purposes, wherever necessary, obtain any permission, consent, approval, license, No objection Certificate or Certificate from any of the authorities and file and deposit such periodical returns, forms, information, fees, papers, documents as would be required to ensure full, due and proper compliances all laws and shall place a Compliance Certificate in all the meeting of the Board of Directors. 19. The Company shall execute a Power of Attorney in favour of the Managing Directors conferring on him all the necessary powers and authority as the Board of Directors may think proper.

5 20. This agreement is subject to the approval of the Government of India and on such approval with or without modifications, this agreement will be deemed to be binding on the parties hereto from the date hereof subject to such modifications if any made by the Government. If, however, the agreement as a whole is not approved by the Central Government for any reason, this agreement will be deemed to be terminated, and the Managing Director will cease to be so as from the date hereof but in such a case no compensation will be payable to the Managing Director for loss of office. IN WITNESS WHEREOF the parties have put their hands the day and year first hereinabove written and this Agreement has been approved in the meeting of the Board of Directors of the company held on. Signed for and on behalf of M/s. A.B. & Co.ltd., by Mr. Director duly authorized by the resolution of the Board of Directors dated. in the presence of.. Signed and delivered by the withinnamed X.. in the presence of.

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