Managing Director Agreement Sample

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Template Format of Employment Agreement / Appointment Procedure of a Managing Director in a listed public limited company in India in word/ .doc

THIS AGREEMENT is made this 19th day of July, 2013 between ROCKET SALES LIMITED, a Company incorporated under the Companies Act, 1956 having its Registered Office at Khapoli, P.O. & Dist. Navi Mumbai – 458 545 (hereinafter referred to as the “Company”) of the one part and Ms Neetu Singh, daughter of Shivji Singh resident of Sector – 45, Block – C, 168/1 India Gate New Delhi – 112 455 of the other part.

WHEREAS the Board of Directors of the Company (hereinafter called the “Board”) at their meeting held on 24th June, 2013, appointed Ms Neetu Singh as the Managing Director of the Company for the period of 3 years in accordance with the conditions specified in Parts I and II of Schedule XIII ( the said Parts being subject to the provisions of Part III of the Schedule) read with the provisions of Section 198 / 269 and 309 and other applicable provisions if any, of the Companies Act, 1956 subject to the approval of the Members in a General Meeting with absolute liberty to the Board of Directors to further alter amend and vary the terms and conditions of the said appointment and/or agreements including the terms of remuneration so as not to exceed the limits specified in Schedule XIII of the Companies Act, 1956, including any statutory modification or reenactment thereof for the time being in force, as may be agreed to between the Board of Directors and Ms Neetu Singh.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.    Ms Neetu Singh shall hold the office of the Managing Director of the Company for the period of 3 years.

2.    During the continuance of this Agreement Ms Neetu Singh shall unless otherwise determined by the Board if prevented by ill health or save while on leave, devote in whole of her time and attention to the business and affairs of the Company and shall use her best endeavours to promote the interests of the Company.

3.    Ms Neetu Singh shall perform such duties and exercise such powers, authorities and discretions as the Board may from time to time entrust to or confer on her either alone or jointly with some other person or persons as the Board may determine and on such terms and conditions and subject to such restrictions as the Board may from time to time impose in accordance with the Articles of Association of the Company the provisions of the Companies Act, 1956 and rules, notifications, Circulars and/or orders issued thereunder.

4.    In consideration of her services, Ms Neetu Singh shall be entitled to the following by way of remuneration:
Basic Salary



           
Not exceeding Rs.5,00,000/- per month. Salary shall normally be subject to review for competitiveness periodically thereafter, being adjusted as appropriate and as approved by the board from time to time.
House Rent Allowance
Rs.1,50,000/- per month

Perquisites : In addition to basic salary and HRA he will be entitled to perquisites as under:-

Medical Reimbursement
As per rules of the company
Leave Travel Concession
As per rules of the company
Personal Accident Insurance
As per rules of the company
Provident Fund and Superannuation
Fund
As per rules of the company
Gratuity          
As per rules of the company

Provided however, that the overall remuneration payable to Ms Neetu Singh be way of salary, perquisites and any other allowances shall not exceed 5% of the net profits of the company in any financial year computed in the manner laid down in Section 309(5) of the Companies Act, 1956.

5.    In the  event of the absence or inadequacy of profits in any financial year during the currency of the tenure of Ms Neetu Singh, she will be entitled to remunerate by way of salary, dearness allowance, perquisites and any other allowances not exceeding ceiling limits as prescribed in Section II, Part II of Schedule XIII.

6.    Provision of Car for Official Purpose.

The Company shall provide a car for use on Company’s business. The running and maintenance expenses of the car and driver’s salary shall be reimbursed by the Company. The provision of car for use on Company’s business will not be considered as a perquisite. However, use of car for private purpose shall be billed by the Company to Ms Neetu Singh on actual basis.

7.    Earned / Privilege Leave

As per the Rules of the Company, leave accumulated and not availed off can be encashed at the end of the tenure subject to a provision of Schedule XIII of the Company’s Act, 1956.

8.    Reimbursement of Expenses

Ms Neetu Singh shall also be entitled to reimbursement of all expenses actually and properly incurred by her in connection with the Company’s business. Ms Neetu Singh is also entitled to draw from the company for any exigencies for running the business of the company any expenses that may be required on an urgent basis upto a maximum of Rs………./- p.a. as authorized by the Board. Any expenses above this ceiling will have to be ratified by the Board in the following meeting of the Board from the day this ceiling is exceeded. No reimbursements made to Ms Neetu Singh under this clause are to be treated as a part of her remuneration or perquisites for Ms Neetu Singh’s personal Income Tax purposes.

9.    Ms Neetu Singh, while she is the Managing Director of the Company, shall be paid fees for attending any Meetings of the Board or a Committee thereof.

10.  This agreement shall be subject to termination by either party thereto by three calendar months' notice in writing given at any time to the other party or 3 months’ salary in lieu thereof on either side. But in case of insubordination, in-discipline, dishonesty, neglect of duty, absence without leave or permission or for any similar offence, Ms Neetu Singh’s services may be terminated without three months’ salary in lieu thereof.

11.  During  the period of this agreement Ms Neetu Singh shall not engage in any other business directly or indirectly or will not divulge or make known any of the trusts, secrets, accounts or business dealings of the Company or anything related thereto or will not publish directly or indirectly any information, paper, document or matter of any kind whatsoever relating to the company or otherwise commit a breach of any of the conditions aforesaid, in which case the Board shall be at liberty to terminate her services without three months’ notice or without three months’ salary in lieu thereof.

12.  In the event of Ms Neetu Singh’s neglecting, becoming unable to the consequence of ill health, infirmity, accident, or any indulgence in excess or impropriety, thus rendering her unable to comply with the conditions of her appointment in the Company, the Board shall be at liberty to terminate her services without three months’ notice or without three month’s salary in lieu thereof.

13.  While in the service of the Company Ms Neetu Singh, shall faithfully and diligently discharge her duties and confirm to the existing rules and regulations and as may be revised from time to time.

14.  Ms Neetu Singh hereby undertakes that so long as she acts as the Company’s Managing Director she shall not become interested or otherwise concerned directly or through her Husband and/or minor children in any selling agency of the company in future.

15.  Any notice to be given thereunder shall be sufficiently given or served in the case of Ms Neetu Singh by being delivered either personally to her or left for her at her address last known to the company and in the case of the company sent by Registered Post addressed to its Registered Office. Any such notice if so posted shall be deemed served on the day following the day on which it was posted.

16.  It is hereby expressly agreed between the parties to these presents that any of the terms and conditions of the appointment of Ms Neetu Singh, including remuneration may be altered or varied in accordance with the provision of Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956.

IN WITNESS WHEREOF the parties hereto have executed these presents on the day and year first above written.

THE COMMON SELA of the above mentioned ROCKET SALES LIMITED has been thereunto affixed pursuant to the Resolution passed in the meeting of the Board of Directors of the company held on 24th June, 2013 in the presence of Shri Anil Singh, Director who has signed these presents in the presence of :

Witness:
Name         : Mr Arun Goyel
                     Corporate House 13th Floor
                     145/2 N S Road
                     Mumbai – 458 545
Occupation : Service
Signature    :

SIGNED SEALED AND DELVERED BY THE above named Ms Neetu Singh in the presence of :

Name         : Mr
                     Corporate House 13th Floor
                     145/2 N S Road
                     Mumbai  – 458 545
Occupation : Service
Signature    :










ANIL SINGH
DIRECTOR















(NEETU SINGH)


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