Draft Agreement For Appointment of Company Secretary


Draft Agreement For Appointment of Company Secretary

The agreement is made of    day of 201__ Between ______ Ltd., a company incorporated under the companies Act 2013 and having its registered office at _____________ through its Managing Director hereinafter called `The Employer' of the First Part" 


Mr. _______ S/o Mr. _______ R/o _______________, Company Secretary, a member of Institute of Company Secretary of India having M. No. ACS/FCS ____ hereinafter called ‘The Employee’ of the Second Part". 

WHEREAS the party of First part is a Government Company and desirous of availing professional services of the employee party of the second part and the party of second part has agreed to render his professional services as a Company Secretary as defined in Companies Act 2013 to party of First part.This agreement of service shall be effective from …………….as per the decision of The Board of Directors taken in its………board meeting held on ……………..

After the deed of agreement witnessed as follows:

1. The contract agreement will be for a tenure of ____ years (i.e. from ……………….) and may be extended for such further period as may be mutually agreed. However the contract shall be terminated at any time after giving opportunity of hearing, on _____ months' notice by the first party due to non compliance of terms and conditions of this agreement or on the payment of ____ months remuneration in lieu thereof.
2.  Consolidated contract amount of Rs._____/- (Rupees ________)  per month will be paid and tax will be deducted as per applicable rates.
3.  Probation/Confirmation: The Employee will be on a Probation period for _____ months. Based on his/her performance services will be confirmed with the company after ___ months. During the probation period, services can be terminated with _____ days notice on either side and without any reason whatsoever. If services of the Employee are found satisfactory during the probation period, you will be confirmed in the present position.
     If Employee absent himself for a continuous period of ____ days without prior approval of your superior, (including overstay on leave/training) would result in losing lien on the services and the same shall automatically come to an end without any notice or intimation.
4.   Yearly Increment can be decided with mutual negotiation after a period of one year
5.     He will be entitled for ___ days special leave, ___ days medical leave and __ days casual leave in a calendar year or as per the rules applicable at the time being in force in the Company.
6.  He will not be entitled to any advance like House, Building, Motorcycle, car advance etc. and also not be entitled for other fringe benefits such as accommodation, during the period of contract.
7.    That vehicle from office will be provided to him for the journey performed  for official work outside Indore or alternatively he will be entitled to claim charges for taxi as per actual on the basis of bill produced . He will also be entitled to claim lodging and boarding bills for his stay in hotel and other expenses on meal etc. as permitted to the rank of Executive Engineer or as per actual as permitted by the M.D.
8.  He will be entitled for D.A. of Rs.____/- per day for journey performed not involving stay.
9.  His headquarter may be in any of the company office at any place in the jurisdiction of _______ Ltd.
10. The service shall be purely on contract basis and person engaged on contract shall have no rights what so ever to claim for appointment on regular basis.
11.  This contract is being executed for tenure of ____ years and after completion of period of _____ years this could be extended mutually.
12. In case of any change in the address during the course of contract period, it shall be duty of the person engaged on contract to intimate in writing, failing which the last given address shall be taken as correct and all the communication sent shall be deemed to have been delivered on the same address.
13.The person engaged on contract shall keep high standards of efficiency, integrity and secrecy and comply with all policies and procedures prevailing in the organization.
14. In case any information given by the person engaged on contract is found false or incorrect, the contract engagement will be deemed void and liable for termination without any notice or salary in lieu of notice.
15. The person engaged on contract shall not participate in any employee related union/organization. In case of violation of this clause it will be treated as breach of agreement and his/her contract shall be liable for termination.
16. During the period of employment with the company, Employee will devote full time to the work of the company. Further, he will not take up any other employment or assignment or any office, honorary of for any consideration, in cash or in kind or otherwise, without the prior written permission of the Company;
a.     Employee will not (except in the normal course of the Company’s business) publish any article or statement, deliver any lecture or broadcast or make any communications to the press, including magazine publication relating to the Company’s product or any matter with which the company may be concerned, unless you have previously applied to and obtained the written permission from the Company.
b.    As an insider, Employee will be required to maintain complete secrecy in respect of company documents, events and records, commercial offer, Design documents, Projects cost & Estimation, Technology, Software packages, license, Company’s polices, Company’s patterns & Trade Mark and Company’s Human assets profile.
c.      Employee will be required to comply with all such rules and regulations as the Company may frame from time to time.
d.      Any of the technical or other important information which might come into Employee’s knowledge shall not be disclosed, divulged or made public even after the end of employment. If found guilty in this regard legal action can be taken against employee at any given time.
e.      Employee will not accept any gifts, commission or any sort of gratification in cash or kind from any person, party or firm or Company having dealing with the company and if you are offered any, you should immediately report the same to the management.
17. The person engaged on contract will have to execute a contract agreement on non-judicial stamp paper to abide by the terms and condition mutually decided.
18.   He will report directly to the Managing Director of the company.
19.He may be entrusted with duties of Company Secretary as defined in Companies Act 2013 including as defined in Annexure –A attached to this agreement and other works, if any as may be assigned by the MD from time to time.
20.  He shall give monthly report to the Managing Director for work done by him.
21. He will not be entitled for any fringe benefits and other facilities as admissible to the regular officer/official of the Company, during contract period except those which specifically agreed to here in.
The jurisdiction for all the legal matters with regards to this Contract shall be the appropriate court of _________.
Witness whereof the parties have put their signature hereunder on this.

                                                           SIGNATURE OF PARTY OF FIRST PART
                                                                                Managing Director
Witnesses: -                                                  SIGNATURE OF PARTY OF SECONDPART
1.      -------------------------------
                                                                                 Company Secretary

2       --------------------------------       

Role and Responsibilities of Company Secretary shall include
1.        To report to the Board about the compliance with provisions of Companies Act, the rules made there under and other laws applicable to the Company.
2.            Drafting of all types of Agreements.
3.            Responsible for Secretarial, legal and compliance related matters of the Company.
4.       Organizing, preparing agendas for and taking minutes of board meetings and general meetings.
5.     Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders.
6.           Compliance with FEMA.
7.         Maintenance statutory registers, records etc. as per the applicable laws and filing of returns etc. with MCA, RBI, DPE, including the security of:
o        Company seal
o        Certificate of Incorporation
o        Certificate(s) on change of name
o        Memorandum and Articles of Association
o        Directors’ service contracts
o        Share certificates and stock transfer forms
o        Other documents of title

8.   Liaise with various Government Departments to ensure statutory compliance/ approvals.

9.            Perform jobs in all Corporate Law matters.

10.       Timely filing of Company Laws returns, forms and Company Law compliances.      

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