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SELF EMPLOYEMENT SCHEME
Terms
and Conditions / Agreement
As Per the Annual Board Meeting 31st dec 2006
This
agreement made at Mumbai on this ------- Day of
------- 2007
BETWEEN
M/S Taj
Pharmaceuticals Ltd., a company incorporated under
the Companies Act 1956, with it Registered Office at
434, Laxmi Plaza, Lakshmi Industrial Estate, New Link
Road, Andheri West, Mumbai 400 053, India (hereinafter
referred to as “TAJ” which expression shall unless repugnant
to the context or meaning thereof be deemed to include
its successors and assigns on the ONE PART
AND
Mr…………………..
an individual entrepreneur, the Designated Business
Associate” a resident of India residing at …………………………………………………,
hereinafter referred to as “DBA” which expression shall
unless repugnant to the context or meaning thereof be
deemed to include his successors and assigns on
the OTHER PART.
1) Whereas
“DBA” has approached “TAJ” expressing his interest to
associate with the Company in the capacity of
a Business Associate to be based in the overseas sector
with an intent to be based at (Country)
representing that he has adequate experience and exposure
to conduct business in that particular country
provided “TAJ” assists him in the process of setting
up the requisite infrastructures for the smooth running
of business in that country.
2) “TAJ”
has agreed to assist “DBA” in setting up the requisite
infrastructures for the smooth conduct of business in
that country.”
3) “TAJ”,
during the personal interview of the “DBA” which was
conducted in its Mumbai Corporate Office, having screened
the candidature of “DBA”, has prima facie found
him to be suitable and a prospective associate
and thus has assigned him the position,
duties and responsibilities of “DBA”
4) “DBA”
has conveyed his willingness
to contribute a sum of Rs.25,00,000/- by
way of shareholdings to “TAJ’ and
“TAJ” has conveyed willingness to issue Share
Certificates of the Company to equate the contribution
of Rs.25,00,000/- on the basis of prevalent market value
of the shares of “TAJ
5) “TAJ”
has agreed to bear all expenses of “DBA” such
as traveling, ticketing & accommodation in his overseas
base.
6) “TAJ”
has, further, agreed to
induct “DBA” as a Director of “TAJ” as a token of recognition
of his involvement and association with the Company.
7) “DBA”
has agreed to complete the process of setting up basic
infrastructures at his foreign base within a period
of one month from the date of this agreement.
8) “DBA”
agrees to evolve his own effective marketing skills
and strategies for promotion of “TAJ” products
at his base country to derive maximum business output
from that country. Development and efficient
conduct of business of “TAJ” in the Overseas Country
shall be the sole responsibilities of
“DBA”.
9) “DBA”
agrees to master the prevalent market trends in the
foreign country where he is being placed in charge
to derive maximum advantage of his being stationed there,
with speed and efficacy.
10) “TAJ”
agrees to ship consignments worth Rs.10 million
to the “DBA” for promotion in the overseas base and
throughout the country where he shall be placed
as in charge.
11) “DBA”
is required to take all measures and precautions
for the safety and safeguard of the stock at his disposal
as per norms in force at the base country and is called
upon to exercise total prudence in the execution of
his assignment as “DBA”.
12) The
responsibility of safeguard, security and disposal of
goods shall be that of “DBA” and he
shall be responsible for the accounting and all related
details of such stocks to “TAJ”.
13) “DBA”
shall be required to submit details of stock disposed
off and stock held, remittances realized, etc. to
“TAJ” on a fortnightly basis.
14) Recoveries
against transactions which the “DBA” shall conduct with
he customers in his base country shall be his own responsibility
and it shall be binding for the “DBA” to make
onward remittances of such recoveries to “TAJ”
in foreign currency strictly in conformity with the
guidelines of Director General Foreign Trade, (India)
and the Reserve Bank of India.
15) “DBA”
will ensure maximum economy in the conduct of business
in his assigned country.
16) “DBA”
hereby agrees to devote his entire time, energy
and concentration for the development of business
of “TAJ” with total dedication and shall not to indulge
in any other business except that of “TAJ”
17)
“TAJ” agrees to part with 50% of the nett profit generated
out of the business from the assigned
country to “DBA” while the remaining 50% shall
be retained to the corpus of “TAJ”.
18) “TAJ”
shall be reviewing the progress and growth of
this arrangement periodically and if any anomaly or
lack of usefulness is observed in this arrangement,
shall be at liberty to convene a joint meeting
of the Directors, analyse shortcomings and even
after giving adequate opportunity to “DBA” for remedying,
if the situation is found to be beyond correction,
may decide to terminate the arrangement for the benefit
of Company’s growth and progress.
19) In
the event of termination of the arrangement, “DBA” shall
cease to be a Director of the Company by resolve, but,
if he desires, may continue his association
as a stake holder to match his financial contribution.
20) In
the event of “DBA” deciding to severe his connections
with “TAJ” , his stake holdings shall be made over to
him as per prevalent share values along with Profits
by way of Dividends as applicable.
21) Validity
: This Agreement shall be valid for a period of Five
Years from today, on which the same shall be reviewed.
If the arrangement is found to be profitable, the same
can be renewed for a further tenure with mutual understanding.
If however, it is felt that the yield is not in par
with the potentiality of the Country, “TAJ” retains
the right to appoint alternate Business Associate,
in place of the present “DBA” keeping the interest
of the Company in view.
22) JURISDICTION:
All disputes or differences whatsoever which may at
any time hereafter arise between the parties of this
Agreement or the subject matter thereof, or arising
out of or in relation thereto respectively and whether
as to the construction or otherwise shall be referred
to a single arbitrator in case the parties can
agree upon one or otherwise to two arbitrators
(one to be appointed by each party to the differences)
in accordance with the subject to the provisions of
the Indian Arbitration Act, 1940 or any statutory modification
or enactment thereof for the time being in force.
All proceedings in such arbitration should be held in
Mumbai and not elsewhere and the award or awards in
such arbitration may be made a rule of the appropriate
court in Mumbai at the instance of either party.
IN WITNESS
WHEREOF THE PARTNERS HERETO HAVE EXECUTED THESE PRESENTS
THE DAY, MONTH AND YEAR FIRST ABOVEWRITTEN.
Signed on behalf of
TAJ PHARMACEUTICALS LTD.
Mr.
In the presence of :
Mr.
Date:
Signed on behalf of :
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