APPOINTMENT OF MANAGING DIRECTOR OF A PUBLIC COMPANY [CD1]
This Agreement made at……………this……………day
of...............20……………between A B Co. Ltd., a company registered under the
Companies Act, 1956 and having its registered office
at.....................(hereinafter called the Company) of the ONE PART and
Shri A, son of……………resident of……………(hereinafter called the Managing Director)
of the OTHER PART.
WHEREAS
(1) The
Company is engaged in the manufacture of ..................... at ……………and
Shri……………who was working as Managing Director with it has
resigned from his job as he has to go out of India for personal reasons
(2) The
Board of directors of the Company has appointed the Managing Director to the
office of Managing Director of the Company in terms of Article……………of the
Articles of Association of the Company on the terms hereinafter contained.
NOW IT IS HEREBY
AGREED AS FOLLOWS:
(1) The
Managing Director shall hold that office for a period of years from the date
hereof, but he will vacate his office on happening of any of the events
mentioned in the Article……………of the Company's Articles of Association or the
Company in general meeting resolve that his tenure of the office be determined.
(2) During
the continuance of this agreement, the Managing Director shall devote his whole
time during the business hours of the Company to the business of the Company
and he shall use his best endeavours to promote the interests and welfare of
the Company. After the termination of this agreernent, he shall not disclose to
any person whatsoever relating to the business of the Company or its trade
secrets which he shall come to know while acting as Managing Director.
(3) The
Managing Director shall exercise and carry out all the powers and duties as the
Board of Directors may confer or impose upon him from time to time and he shall
work under the direction and control of the Board of Directors of the Company
(4) The
Managing Director will be authorised to enter into contracts on behalf of the
Company in the ordinary course of the business of the Company, the value or
amount does not exceed Rs . ......................employ and remove the
officers, clerks and other employees of the Company, whose salary does not
exceed Rs…………… per month and such powers as are entrusted to him by the Board
of Directors from time to time, subject to all such directions and restrictions
as the Board of Directors may impose.
(5) The
Company may also appoint any other Managing Director, joint managing director
or manager for the business of the Company
(6) During
the continuance of this agreement, the Managing Director shall not hold the
office of director in any other Company or shall not carry any business on his
own account or for any other person, either directly or indirectly. He shall
also not directly or indirectly acquire, hold or deal in any shares of the
Company or of any other Company carrying on a similar business.
(7) The
Managing Director shall be entitled by way of remuneration for his services to
a sum of
Rs …………………per month along with a also be entitled to
furnish accommodation, car with driver, medi-claim insurance for self and
family, membership of two clubs of his choice.
(8) The
Managing Director shall be entitled to avail one month leave with full salary,
but he shall not be entitled to take two weeks consecutive holidays in the year
at a time, without the approval of the Board of Directors of the Company.
(9) If
the Managing Director shall at any time be incapacitated by illness or
otherwise from performing his duties for three consecutive months or in the
opinion of the Board of directors, if he becomes unfit to act as such Managing
Director, the Company may terminate this agreement by three months' notice in
writing or by paying an amount equivalent to three months salary. The Managing
Director may also resign from his office by giving to the Company six months'
notice in writing.
(10)
After the determination of this agreement, the
Managing Director shall not carry on or be engaged or interested in carrying on
the trade or business of………………or any other trade or business similar to any
trade or business of the Company for a period of two years within India.
IN WITNESS WHEREOF
the party of the First Part has set his hands and signatures and the Company
has caused its seal to be affixed, the day and year first hereinabove written.
WITNESSES
1 Signed
and delivered by the within named ManagingDirector A
2. The common seal of the within named Company A B Co. Ltd.
has been affixed pursuant to the Resolution of its Board of Directors passed on
the ................. day of ………………20………………in the presence of
S/Shri………………and Directors who have in
token thereof set their hands and signatures
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