Power of Attorney in Favour of Managing Director

     

Power of Attorney in Favour of Managing Director

This power of Attorney is executed and given on this ................................... day of ...................................   by ................................... Limited, a public company within the meaning of Section of the Companies Act, 2013 (the Act) and having its registered office at ................................... state of ..................................., India (the Company).

The company has appointed Mr. ................................... as its managing director.

In connection with the affairs of the company, by this Power of Attorney, the Company gives Mr. ................................... the powers specified below:

Subject to the superintendence, control and direction of the Board of directors of the company the said Attorney as the Managing Director of the company and only so long as he holds the position of the Managing Director of the company shall have the general conduct and management of the whole of business and affairs of the company except in the matters which may be specifically required to be done by the Board either by the Companies Act, 2013 or by the articles of association of the Company and the Managing Director shall also exercise and perform such powers and duties as the Board of directors of the company (hereinafter called “the Board”) may from time to time determine and shall also do and perform all other acts and things which in the ordinary course of business he may consider necessary or proper or in the interest of the Company and in particular but without in any way restricting the general powers and authorities hereinbefore conferred upon the Managing Director, the attorney shall in particular have the following powers on behalf of the company viz.:

(1) To manage, conduct and transact all the business affairs and operations of the company including power to enter into contracts and to vary and rescind them.

(2) To enter into and sign for and on behalf of the company (not being required to be executed under its Common Seal or not otherwise provided for in the articles of association of the company), all deeds, instruments, contracts, receipts, letters, papers, agreements, documents of title, banking and commercial documents and all other documents, papers, etc. whether in India or abroad whatsoever in connection with or relating to the business and affairs of the company.

(3) For and on behalf of the company, to make, sign, draw, accept, endorse, negotiate, sell and transfer, discharge and deliver, assign, re-transfer, re-assign, surrender, discontinue, make paid up, deal with and exercise any right in respect of or arising out of any policy of insurance or any other actionable claim and all cheques, bills of exchange (inland or foreign), drafts, hundies, pay orders, promissory notes, dock warrants, delivery orders, railway receipts, motor transport receipts, bills of lading, air consignment notes, warehouse warrants, and other mercantile documents and other negotiable instruments and securities charter party, ships certificate or all other warrants, certificates or other documents of symbol or indicia of goods or of possession or title to goods or movable property of any kind.

(4)  To become party to and to present for registration and admit execution of and to do every act, matter or thing necessary or proper to enable registration on behalf of the company of all deeds, instruments, contracts, agreements, receipts and all other documents whatsoever.

(5) To institute, defend, prosecute, conduct, compound, refer to arbitration and abandon and to compromise legal or other proceedings, claims and disputes by or against the company or in which the company may be concerned or interested, AND ALSO to accept service of any writ of summons or other legal processes and to appear and to represent the company in any courts and before all judges, magistrates or judicial, revenue and administrative or executive officers or bodies or tribunals and before all other authorities including municipal, industrial, labour, income-tax and other tax authorities, tribunals and bodies whatsoever as the said Attorney may think fit and for and in the name of the company or otherwise as may be necessary to commence any action, suit, appeal, petition or other proceedings in any court, judicial, revenue, industrial, labour or other, or before any other officer, body, authority or tribunal for any reliefs, declaration, right, title, interest, property, matter or thing wherein the company is or may hereafter become interested or concerned by any means or on any account whatsoever or otherwise in relation to any of the company’s affairs, property and business or in which the Company may be or may be deemed to be necessary as a party and the same action, suit, appeal, petition or proceedings to prosecute or discontinue or to become non-suit therein if the said Attorney shall think fit or be advised and to take all execution and other proceedings and also to take such other lawful ways, means or steps for the enforcement, realisation or possession of any reliefs, rights, interests, claims, demands or property in relation to any of the properties, affairs and business of the company whatsoever to which the said Attorney may consider the company to be entitled or which may be considered to be due, owing or belonging to the company by or from any person(s), firm or company whatsoever; AND also to join with any other party as a party to any action, suit, petition or other legal proceeding whether as plaintiff or defendant or appellant or respondent and to interplead, claim set- off or make a counter claim, and to issue or cause to be issued third party notices.

(6)  To receive and give effectual receipts and discharges of moneys, funds, goods or property payable to or to be received by the company; AND ALSO to make the following payments on behalf of the company:

(i) Payments to suppliers of raw materials, goods and services as are required to carry on business of the company.

(ii) Payments on account of capital goods purchases subject to the limits laid down by the Board of directors vide its resolution passed at its meeting held on ......................

(iii) Payments to employees and contract labour employed or engaged by the company.

(iv)  Payments for administrative expenses.

(v)  Payments of all taxes and duties as may be levied and/or imposed by State/ Central Government/s or local authorities.

(vi) Interest on deposits/loans at rates sanctioned by the Board of directors or at agreed rates or fixed under any law.

(vii) Acceptance and refund of deposits and loans as per rules previously framed by the Board of directors or under any law.

(viii) Any other payment to be made by the company in the conduct of its business.

(ix)  All incentive payments to staff and workers according to the schemes in that behalf.

(x)  All payments on account of discounts, commission to be paid to the distributors/dealers and agents or any other customer and depot managers as per arrangements in that behalf.

(7)     To convene meetings of the Board of directors, Committees, Sub-Committees of directors, if any, and pursuant to the directions of the Board of directors also the Ordinary or Extraordinary General Meetings of the shareholders.

(8)   Within the limits laid down by the Board of directors by its resolution passed at its meeting held on ........ to purchase, pay for, acquire, either on lease or by purchase, or otherwise, re-purchase, import, exchange, capital assets, properties, buildings, lands, premises, machinery, plants, etc. for factories, workshops, offices, showrooms, stores, etc. of the company whether for cash or credit and either present or future delivery.

(9)     To purchase, pay for, acquire, sell, re-sell, re-purchase and import raw materials, articles, stores, appliances, apparatus, and all other materials and things necessary or expedient for the day to day working of the Company either for cash or credit and either for present or future delivery as also to export the products of the company.

(10) To build, construct, erect and maintain, pull down, demolish and re-construct warehouses, factories, offices, workshops and all other buildings for manufacturing, storing and otherwise dealing with the Company’s properties, articles or things or for the purposes of the trade or business of the Company.

(11)  (i) To make advance upon or for the purchase of goods and all other articles required for the purposes of the Company upon such terms as the Managing Director may think fit;

(ii) Subject to any schemes, conditions as may be approved/laid down/ prescribed by the Board of directors from time to time, to make advances and grant any loans or accommodation to employees of the company not exceeding such prescribed limits.

(12)  Subject to the provisions of the Act and subject to the provisions of any agreement for the time being in force between the company and any person, to appoint agents, sub-agents, distributors at such place or places as the Managing Director may think fit or necessary.

(13)  Subject to and within the limits laid down by the Board of directors vide its resolution passed at its meeting held on ............. to sell, or otherwise dispose of, re-sell, lease-out, export, transfer, exchange, etc. any capital assets, properties, buildings, lands, premises, machinery, plant, articles, things and products, etc; not involving any sale or disposal of the whole or a part of the undertakings of the company whether for cash or credit and either present or future.

(14)  Subject to and within the overall borrowing limits as laid down by the Board of directors vide its resolution passed at its meeting held on ............ to raise or borrow (otherwise than by debentures) from time to time in the name of or otherwise on behalf of the company such sum(s) of money as may be deemed necessary or expedient.

(15) Within the limits laid down by the Board of directors vide its resolution passed at its meeting held on ........................., to invest and deal with the moneys of the Company not immediately required upon such investments of such nature as may be specified by the Board of Directors from time to time or to deposit the same with banks, shroffs, or persons and from time to time to realise and vary such investments.

(16)   Subject to the provisions of section 179 of the Companies Act, 2013, and when so authorised by the Board and within the limits from time to time fixed by the Board, to make loans for such purposes and upto such maximum amount for such purpose as may be specified by the Board from time to time.

(17) To insure and keep insured company’s properties, buildings, machinery, plants, materials, equipment and all other properties of the company, movable or immovable either lying in the godowns, showrooms, or offices or in the workshops or factories or elsewhere or in transit for import or in which the company is interested whether as owner, mortgagee, pledgee, hypothecatee, chargee or otherwise howsoever against loss or damage by fire or other risks to such amount and for such period as the Managing Director may deem proper and to sell, assign, surrender or discontinue any of the insurances effected in pursuance of this power and also to receive moneys payable upon such policy and to give receipts and discharges for the same.

(18) To operate upon and open accounts, current, fixed or otherwise with any bank or bankers, merchant(s) or with any company(ies), firm(s), individual(s) and to pay moneys into and to draw moneys from any such account(s) from time to time as the attorney may think fit and also to operate such account(s) and to authorise such officers/employees of the Company as the attorney may deem fit to operate such account(s) on behalf of the company.

(19) To attend and vote at all meetings in all bankruptcy, insolvency and liquidation or other proceedings in which the company may be interested or concerned.

(20) Within the limit for salary laid down by the Board of directors vide its resolution passed at its meeting held on ....................., to appoint or employ, engage for the company’s transactions, and management of affairs persons in the service of the company either on probation or temporarily or permanently and from time to time to suspend, award punishment, or dismiss, remove, or otherwise terminate the employment with or without notice of any person(s) whether now or hereafter employed in the service of the Company and also from time to time to transfer, re-transfer, re-appoint, re-employ or replace any persons, managers, officers, clerks, workmen, employees and other members who may be in the employment of the company now or hereafter be so employed.

(21) Within the limits laid down by the Board of directors vide its resolution passed at its meeting held on ............ to make and pay donation(s) or contribution(s) to charitable and other funds not directly relating to the business of the Company or the welfare of its employees.

(22)  To employ, engage, retain, consult, pay and to terminate the engagement or employment of brokers, notaries, architects, surveyors, valuers, clearing and forwarding agents and all such persons, and agents whose services may be necessary or proper for the exercise of powers conferred on the attorney; to appoint, engage and instruct, lawyers, advocates, pleaders, attorneys, solicitors, barristers, vakils, income- tax and other consultants, experts, brokers, merchants, engineers, retail and wholesale commission dealers, muccadams, technicians, experts, etc. with such powers and duties and upon such terms as to duration of employment, remuneration or otherwise as the attorney may deem fit and to give and sign any retainers, authorities, vakalatnamas, warrants and other papers in connection therewith or otherwise as may be required or advised.

(23) To incur from time to time subject nevertheless to the provisions of the Act, such expenses and to lay out such sum(s) of money as the Managing Director may deem expedient for the offices, or the establishments of the Company and for the purpose of maintaining and carrying on the works and business of the company as he may think fit.

(24)  From time to time, provide by the appointment of any attorney(s) or officer(s) for management and transaction of the affairs of the Company generally or in specified locality or district or province or State.

(25)  To sign, make and file any notice or form or return or account in connection with the income tax or any other tax whether in respect of income or capital; by whatever name called whether now levied or hereafter to be levied or in connection with any rate, tax, assessment, levy or cess, and to make, sign, declare, affirm, verify and file any petition, application, affidavit, appeal, reference, review or revision applications or any other proceedings whatsoever under any Act, Ordinance or Order or rules or regulations relating to taxation of income or capital or the levying and collection of any tax, rates, cess, assessment of levy of whatsoever kind or nature whether now or hereafter to be in force and to sign and execute Court Bonds, or any other Bond, recognisance or bail bonds.

(26) To sign, execute and deliver all such affidavits or declarations or agreements, contracts, deeds, assurances, documents and instruments as the attorney may deem necessary or proper including in particular and without prejudice to the generality of the foregoing and subject to the provisions in the Companies Act, 2013 and any other applicable enactment any deed of sale or conveyance or assignment, or deed of mortgage or charge or transfer of mortgage or sub-mortgage or release and/or reconveyance of mortgage or re-assignment of mortgage, or deed of lease or sub-lease or surrender of lease, or deed of exchange or surrender or renunciation, or deed or transfer of any property, deed or agreement of pledge, hypothecation or lien or charge or any other encumbrance and any other deed or document or instrument whatsoever which may in the opinion of the Attorney be required to be executed by the company whether alone or jointly with other or others.

(27)  To make, sign and execute, receipts, releases, re-conveyances, re-assignments, re-transfers and acquittances and discharges of all kinds and to adjust or record satisfaction of any decree or order or award or any other matter requiring record of satisfaction and either in full or in part and to sign receipts and discharges for any monies payable to the company.

(28)  To execute, enforce, perform and carry out and obey any decree, order, award or decision in which the company may be in anywise interested or concerned either as a party or otherwise.

(29) To concur in doing any of the acts and things hereinbefore mentioned in conjunction with any other persons interested in the premises.

(30) For the better and more effectually doing, effecting, executing and performing the several matters and things aforesaid, to appoint from time to time or generally such person or persons as the attorney or attorneys shall think fit as their or his substitute or substitutes to do, execute and perform all or any such matters and things as aforesaid and at pleasure to remove any such substitute or substitutes and to appoint any other or others in his or their place.

(31) To comply with and/or cause to be complied with all statutory requirements affecting the Company and to represent the Company before any Government, courts of law, civil, criminal, industrial or labour, revenue or before all conciliators, other public officers, authorities, bodies or tribunals in connection with all suits, actions, petitions, appeals and other legal or other proceedings and matters whether civil, criminal, revenue, industrial or labour in which the Company may be concerned or interested whether as plaintiffs, defendants, petitioners, appellants, respondents, opponents, prosecutors, opposing creditors or in any other capacity whatsoever or otherwise howsoever and in all matters in anywise concerning the business affairs and properties of the company and to appear and to represent the company in all actions, suits, appeals, petitions, and other proceedings under all Acts or enactments of the Parliament of India or of any State Legislature including particularly, among others the following Acts or enactments namely:

………………………………………………………………………………… and to affirm, declare and sign all pleadings, applications, petitions, statements, memoranda of appeal, affidavits, documents, acknowledgments and papers in connection therewith and to appear and to represent the company before all officers, authorities, bodies or tribunals under any of the said Acts or enactments.

(32) AND GENERALLY for the purposes aforesaid to execute all such instruments, acts, deeds, matters and things as the said Attorney shall be advised or think incidental or proper and that as amply and effectually to all intents and purposes as the company itself could do or would have done if these presents had not been made the company ratifying and confirming and agreeing to ratify and confirm all and whatsoever the said Attorneys or Attorney shall lawfully do or cause to be done in or about the premises by virtue of these presents:

Provided always that no person/persons dealing with the Attorney shall be concerned to see or enquire whether or not the Attorney is acting in accordance with the directions of the Board of Directors in those matters wherein he is required to act subject to such directions and notwithstanding any breach of such directions committed by the Attorney in regard to any act, deed, matter or thing authorised to be done or executed the same shall between the company and the person or persons dealing with the Attorney be valid and binding on the company to all intents and purposes unless the person or persons dealing with the Attorney shall have notice of such directions.

In witness whereof, the company has caused its Common Seal to be affixed hereto at this ......... day of 20........

The Common Seal of the ........................ was hereunto affixed pursuant to a resolution of the Board of Directors of the company dated ........................ in presence of ........................

Counter signed by ........................

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