Execution Guidelines

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Particulars
Title of Agreement
Version No./ Month

Details
Power of Attorney
< Ver 1.0>, July 2013

Basic Purpose of
Agreement

Power of Attorney lays downs the duties of the

attorney and general duties of the attorney would
be to act accordance the terms of the authority,
not to delegate the authority unless authorized
under the Board Resolution or POA and to act in
the name of the person giving the authority

Paper to be used

Green Legal sheet

Language

Should be in English. In case of vernacular, a

verbatim English translation should also be
executed.

Numbering

All pages should be serially numbered

Printing

Minimum font size 12. Barring the non-judicial

stamp paper, all other papers to be printed back to
back.

Attachments

All referred attachments (exhibits, schedules,

annexure etc.) should be printed, numbered and
attached to the main agreement

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Sets/copies

Only one copy in original.

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Stamping

In Mumbai: it is covered under Article 48 of the

Schedule mentioned in the Maharashtra Stamp Act.
A.

if POA is given authorizing 1) one person or

more for single transaction or 2) one person
for one or more transaction or 3) one or
more person to act in single or more than
one transaction jointly or severally. In such
cases stamp duty shall be Rs. 100/B. if POA is given authorizing to sell an
immovable property stamp duty payable is
similar to conveyance and will depend on
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the market value of the property. However in

case such POA is given to the family
member then Stamp duty payable shall be
Rs. 500/C. In any other case stamp Duty payable on
POA shall be Rs. 100/- for each person
authorized.
In Delhi : it is covered under Article 48 of the
Schedule mentioned in the Delhi Stamp Act and
generally stamp duty payable on POA is Rs. 50/and in case of POA is given authorizing to sell an
immovable property stamp duty payable is similar
to conveyance and will depend on the market
value of the property
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Registration

Yes, but not compulsory condition

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Notarization
required

Yes

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Execution Date

If stamp paper is used or POA is franked, the

execution date should always be after the date of
stamp paper/ franking

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Signatures

a) Initials on all pages in the right hand corner

b) Full signatures at the last page

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Signatory

In case POA is given by the Company to any person

it should bear the signature of that person getting
authority under the POA and Company Seal with
signature of authorized person
the signatory(ies) should ensure validity of
requisite corporate approval

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Witness

Witness name and signatures should be appended

at the relevant space

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Rubber stamp

To be put against each signature/initial of the

Companys official.

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Jurisdiction

Mumbai if both parties are from India

Any other jurisdiction as approved by Units Legal
Dept.
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Custody

Original Agreement (duly executed by all parties)

should be sent to Units Legal Department for safe
custody

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT:
WHEREAS (Name of Entity), a Company incorporated and registered
under the provisions of the (Name of the Governing Act) and having its
Registered Office at (Address) (hereinafter called "the Company") has a
division1 (Name of division) as one of its business division and the said
division is located at (Address of the Division) (hereinafter called the
"Division").
AND WHEREAS (Name of proposed Attorney) is (Designation) of the
Division of the Company and for the efficient discharge of his duties and
responsibilities, it is thought necessary to delegate to him such powers
as may be necessary and expedient in relation to the affairs of the said
Division.
AND WHEREAS the Board of Directors of the Company by a Resolution
passed on (date of resolution) has resolved to execute a General Power
of Attorney, being these presents, in favour of (Name of proposed
attorney), (Designation) of the Division, Son of (Name of proposed
attorneys father), as true and lawful attorney of the Company (without
prejudice to the generality of the powers exercisable by him as such
(Designation) of the Division of the Company) to do, perform and
execute in particular, the following acts, matters, deeds and things
mentioned hereunder in connection with work connected with the
(Name of Division) of the Company and have authorized Mr/Mrs.
(Name of Director), (Designation) of the Company to execute, sign and
deliver the same.
NOW THIS POWER OF ATTORNEY WITNESSES as follows:The Company hereby constitutes and appoints (Name of the proposed
Attorney), (Designation) of the Division of the Company as its Attorney
(hereinafter called the "Attorney") to do the following acts, deeds and things, in
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Instead of division, it can be given for any region/ function etc and corresponding changes to be made all through the
document/POA.
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connection with work connected with the Division of the Company, subject to
the general control and authority of the Board of Directors of the Company2:
Open & Operate
Bank Accounts,
drawing and
endorsing
cheques,
negotiable
instruments and
executing Bank
documents.

To open, continue, operate and close all the bank

accounts of the Company, whether current, fixed
deposits, savings, overdrafts, cash credit or any other
accounts with any Bank or Banks and to represent the
Division in any dealings with any Bank or Banks and to
pay into the account or accounts any moneys,
received in the course of the business of the Division
and subject to the proviso contained in Clause 34
herein below withdraw amounts standing to the credit
of any such account or accounts and to sign, execute
or endorse all cheques, hundies, pay orders, bills of
exchange, Usance Bills, Promissory Notes and other
negotiable instruments and to execute agreements,
indemnities, guarantees and similar other documents
required to avail of the credit facilities from the
Division's Bankers in the usual course of business of
the Division.

To authorize payment and sign and/or certify cash,

bank and journal vouchers, debit and credit notes.

To purchase or sell or contract for purchase or sale in

the ordinary course of business any immovable
property, necessary or useful for the business of the
Division subject to the provision contained in Clause
34 herein below.

To take possession of land and to execute lease

agreement,
sub-lease agreement, lease-cumsale agreement, leave and license or any other
agreement / undertaking, as may be required in
connection with taking possession of the land for the
Division's project; to lodge for registration at office of
Sub-Registrar of Assurances for registration and admit
execution.

To sign, endorse, accept, execute or authenticate sale

bills or invoices and delivery orders, stock report,
receipts or discharges whether for money or for
goods, balance confirmation, acknowledgements,
assignments of insurance policies and / or cover
notes, bills of lading, railway receipts, motor receipts,
and other documents of title to goods and letters of

Authorize
payment.
Purchase and
Sale of Property.

Execute lease
agreements etc.

Sign, Endorse,
invoices, stock
report, receipts,
Railway Receipts
etc.

Receive money
from
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The following powers may be amended/changed as per the requirement of each business unit
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Government
Department.
Purchase and sell
raw materials,
auxiliary
materials,
packing
materials, plant
and machinery
etc.

credit, counter guarantee, trust receipt, bills of lading,

forwarding notes, customs house warrants and other
documents.
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To withdraw moneys payable to or due to the Division

from the Government authorities or any other
department of the Government of India or State
Government or any other public authority.

To purchase or contract for purchases and to take or

give on loan, hire purchase, lease in any part of India
or elsewhere, for immediate or future delivery of raw
materials, auxiliary materials, packing materials and
all plant and machinery, stores materials, chemicals,
spares and things and other articles and things,
necessary or desirable to enable the Division to carry
on its normal activities in the ordinary course of
business (hereinafter for brevity's sake referred to as"
the said goods and things") and to sell back, resell or
to send for sale to any part of India or elsewhere all or
any of the said goods and things.

In order to purchase or contract for purchase as

provided in the preceding clauses, to make advances
or loans in the ordinary course of business to the
suppliers of the said goods and things on such terms
and conditions as are usual or as may accord with the
practice and custom of the market.

To sell or contract for sale in the ordinary course of

business in any part of India or elsewhere for
immediate or future delivery of the Division's products
and to appoint brokers, stockists, sales promoters,
agents etc. for this purpose and to settle the terms
and conditions of their services and remuneration and
to terminate or vary any such appointment.

Provide loans to
suppliers.

Appoint Brokers
Stockists, Sales
Promoters,
Agents etc.

Maintain and
defend movable
and immovable
property.

Maintain various
records.

10 To get repaired and keep in repairs movable and

immovable properties, plant and machinery of the
Division, and to insure the same against damage by
fire, tempest, accident, riot, lightning and other risks
and also to use and take all such lawful ways and
means as may be necessary for defending and
protecting the said movable and immovable
properties, plant and machinery of the Division.
11 To look after and supervise the keeping and
maintaining of the records and books as may be
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Sign
correspondence
and returns etc.

required under the provisions of the Companies Act

and / or other legislation governing the affairs of the
Division and otherwise to ensure compliance with the
provisions of such laws and to do all such acts, deeds,
and things as may be necessary or expedient to
ensure compliance with such laws as also to appear
and represent the Division, before any officer or
authority or court / Bench appointed under any such
laws for the time being in force.

Sign papers and

documents.

12 To
sign
correspondence,
statements,
returns,
applications and / or other forms including AR-I Form
as required or necessary under the Central Excise or
Customs Laws and Rules framed thereunder and also
to sign the accounts and Registers maintained by the
Division for the purpose of the Excise and Customs as
and when necessary or required by the concerned
Authorities, and attest any corrections which may be
made in the said accounts, registers, statements,
returns, application forms and other records.

Vote at and
represent the
Company at
meetings of
other
Company(s).

Recovery of
Dues.

To represent
before Bank or
Banks, insurance
companies, etc.

13 To sign, execute and deliver on behalf of the Division

of the Company all papers, correspondence and
receipts, and other documents of Title and all other
deeds and assurance and documents for the due
completion and performances of all transactions in the
ordinary course of business of the Division.
14 To vote at and otherwise represent the Division at the
meetings of any Company, Society, Club or
Associations, of which the Division may be a member
or at the meeting of any committee or commission
appointed by the Government in which the Division
may be interested or concerned and to act as the
Division's Attorney or Proxy in respect of any stock,
shares, debentures or other investments now held or
which may hereafter be acquired by the Division
whether solely or jointly with others.
15 In the name of the Division and on its behalf to ask,
demand, sue for, recover and receive every person
and every body politic or corporate whom it shall or
may concern, all sums of money, debts, dues, goods,
wares, merchandise, chattels, effects and things of
whatsoever nature or description which now are or
which at any time, during the subsistence of these
presents, shall or may have or become due, owing or
belonging to the Division in or by any right, title, ways
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Examination of
Records.

Commence and
carry on legal
proceedings.

or means howsoever, or otherwise become due or

payable to the Division and upon receipt therefor or of
any part thereof in the name of the Company or in his
name or otherwise as the case may require to make,
sign, execute and deliver such receipts, release or
other discharges for the same respectively as the
Attorney shall think fit or be advised.
16 To represent the Division in any of the Bank or Banks,
insurance companies, courts, registration offices,
municipal offices, office of competent authority, urban
land ceiling, post offices, tax offices/authorities,
customs offices, revenue offices or any co-operative
society, Central or any other State Government or
other authority, society, body corporate or other
person for any purpose or purposes whatsoever and
do all acts as may be expedient before the same or in
connection therewith.
17 To examine all books, papers, documents or other
records relating to the business of the Division in
possession of any third party and where such books,
papers, documents or other records is the property of
the Division to take possession of the same.

Appear before
Courts, etc.

Sign papers for

trade mark etc.

18 To commence, prosecute, enforce, defend, answer,

oppose or appear or appeal in, all actions and other
legal proceedings and demands whether civil,
criminal, political, administrative or revenue, or
proceedings relating to the customs or excise duties,
sales tax, entry tax, income-tax, super tax, wealth tax,
registered firms tax, professional tax and all taxes on
income or otherwise and to accept service of notices
or processes touching any of the matters aforesaid or
any other matters in which the Division is or hereafter
be interested or concerned and also if thought fit to
compromise, refer to arbitration, submit to judgment,
proceed to judgment and execute or become nonsuited in any such action or proceedings as aforesaid
and also to enforce by execution, attachment distress,
suit or otherwise any decree or award in favour of the
Division and to defend or resist any such process
issued against the Division, in any such action or
proceedings as aforesaid and to retain, employ,
engage and remunerate advocates, attorneys, vakils
and pleaders and to sign and give warrants,
vakalatnamas and other necessary authorities and to
revoke such retainerships and authorities from time to
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time at pleasure.

Sign papers for

legal matters.

19 To appear before all and every or any court or courts,

Magistrates, Government or Public Officer, Customs,
Excise, Abkari, Electricity Board, Revenue, Railway,
Police, Port Trust, Improvement Trust, Income Tax,
Sales Tax, Company Law Board, SEBI, Stock
Exchanges, Reserve Bank of India, Import or Foreign
Trade Control authorities or Export Promotion Councils
and any other authorities/bodies whatsoever and to
make applications and to answer, defend and plead to
all matters and things touching and concerning the
Division or wherein the Division may be interested or
concerned either solely or jointly with another or
others and in any capacity whatsoever and to execute
Indemnity Bond and to present and make applications
and petitions to the said officers and authorities.
20 To make, sign, execute, swear, declare, register and
advertise declarations, affidavits, applications or
writings and to do acts, deeds and things whatsoever
usual, necessary or expedient for the due registration
and protection of any trade marks, trade names,
designs, brands, labels or rights belonging to or used
by or hereafter to belong to or to be used by the
Division and to give evidence or attend to any
proceedings before any competent authority under
the relevant law for the time being in force.

Appear before
Registering
Authorities.

Settlement of
Claims.

21 To make, sign, execute, swear, declare, register and

advertise all declarations, affidavits, applications,
letters, papers, and writings and to do all acts, deeds
or things whatsoever necessary or expedient for the
business of the Division under3 Factories Act, 1948,
Payment of Wages Act, 1936, Boilers Act, 1923,
Explosives Act, 1884 and Rules, 1983, Employees
State Insurance Act, 1948, Employees Provident Fund
Act, 1952, Indian Electricity Act, 1910, Motors Vehicles
Act, 1988, Income Tax Act, 1961, Sales Tax Acts, 1956,
Professional Tax Act, 1975, Indian Post Office Act, 1898
and Indian Telegraph Act, 1885, Foreign Exchange
Management Act, 1999 and Rules, Companies Act,
1956, SEBI and Stock Exchange Rules and Regulations
and any other Acts, Rules or notifications of the
Central or State Government (including making
applications for obtaining sales tax declaration forms),

All the Applicable Acts should be captured under the Act

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Execute Bonds.

Municipal Bodies, Excise, Reserve Bank of India or

Customs or Import Trade Control Authorities or Foreign
Trade Control Authorities or Export Promotion Councils
and to appear on behalf of the Company before any
authority under the above mentioned laws, rules or
notifications and to represent the Company in all
correspondence, matters and proceedings before
them of any nature whatsoever.

To negotiate with
Trade Unions and
Federations.

22 To appear before any Notary Public, Registrar of

Assurances, District Registrar, Sub-Registrar of
Assurances, Metropolitan Magistrate or other officer or
officers or authority having jurisdiction and to present
for registration or have registered and perfected any
deed or document already executed or signed or
which may hereafter be executed and signed on the
Division's behalf and otherwise to do all acts, deeds,
matters and things to get such deed or documents
registered according to law and to admit the execution
of such document or documents deeds, instruments
and writings, executed, signed or made by or on
behalf of the Division.

Grant Loans.

23 To adjust, settle, compromise or submit to arbitration

any accounts, debts, claims, demands, or disputes
touching any of the matters herein provided for or any
other matters which are now subsisting or may
hereafter arise between the Company or between the
Attorney on the one hand and any other person, firm,
Company or corporation on the other hand to give
time for payment to any of the debtors of the firm.

Appoint Officers,
Staff and
Workmen.

24 To execute any Bond or Bill for and on behalf of the

Division as required under any law or statue or rules
or regulations of Central Government, State
Government or any competent or concerned authority,
body or association in the forms prescribed under any
such law, statute, rules or regulations or otherwise.
25 To negotiate with the workers and employees of the
Division or with the trade unions or federations, on
demands made by such workmen and employees and
to participate in all proceedings relating to the
industrial matters, before the Labour officers,
Conciliation Officers, Labour Commissioners, Labour
Tribunals, Industrial Tribunals, Wage Boards, and other
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Apply for license

etc.

Acquire premises
for Company's
requirements.

Travel outside
India.

Delegation.

To do other acts,
deeds, things
etc.

Concur and join.

authorities appointed by the Central or State

Government and to agree to refer such disputes to
Arbitrator or to Industrial court or Tribunal and to
make on behalf of the Division of the Company
suitable or necessary representations and to present
the case of the Division of the Company and to agree
and come to any settlement with such workmen,
Employees, Trade Unions or Federations as the
attorney may in his discretion deem fit.
26 To grant advances and loans to officers, members of
the staff, workmen, employees and servants of the
Division in such amounts, from time to time, as the
attorney may think fit, provided that such loans and
advances shall be given for the specific purpose and
upto the limits as decided by the Board of Directors of
the Company from time to time subject to the
restrictions as per other legal promulgations.
27 To appoint officers and other executive staff upto
(mention job band/designation, as per the authority
matrix/delegation of authority) rank for the Division in
accordance with the rules, policies and guidelines
specified by the Company from time to time and to
settle terms and conditions of their services and to
terminate or vary the terms of any such appointment
including payment of bonus, gratuity, perquisites and
other allowances and also to employ, engage and
appoint workmen and employees on lower grades and
to terminate or vary the terms of their appointment as
aforesaid, to allocate from time to time duties and
functions to such officers, executives, staff, workmen
and employees and to implement, enforce and
otherwise give effect to Industrial Awards and
settlement.
28 To apply for, in any State in India or to Government of
India, and obtain and renew certificates of approvals,
licenses, mining leases, import licenses, licenses
under the Industrial Development and Regulation Act,
FIPB, Export Promotion Council etc. for setting up
Industrial Undertakings, all matters relating to the
grant of mineral concession to the Division, sanctions
of the Reserve Bank of India and / or the Government
of India, to sign and execute various papers and
documents required for submission to the Director
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General of Foreign Trade and / or Director General of

Foreign Trade and in respect of all matters requiring
the sanction of the Governments and in general all
licenses, permits, agreements etc. with
the
Governments that may be necessary for carrying on
the Division's business and to execute the aforesaid
documents on behalf of the Division.
29 To acquire on rent or otherwise such premises as may
be necessary for the purpose of the Division's offices,
godowns, depots, show-rooms and similar other uses
and to maintain and keep in repairs such premises
and to insure the same against damage by fire,
tempest, accident, riot, lightning and other risks and
also to use and take all such lawful ways and means
as may be necessary for defending and protecting
such premises.
30 To travel outside India for sponsoring new projects,
export promotion, purchase and sale of machinery,
spare parts and for other routine matters of the
Division.
31 For better and more effectively doing, effectuating,
executing and performing of the several matters and
things herein contained, to delegate all or any of the
powers and authorities herein contained and revoke
such delegation at pleasure. The Attorney shall ensure
that the delegatee shall not further delegate the
power and authorities delegated by the Attorney..
32 To look after and supervise the working of the Division
of the Company and to do or cause to be done all such
acts, deeds, things as may be necessary or expedient
to ensure smooth working of factories, other offices
and establishments of the aforesaid Division of the
Company.
33 To concur in doing any of the acts and things herein
mentioned in conjunction with any other person or
persons similarly authorised.
34 GENERALLY to do all such acts and things as may be
conducive or incidental to the exercise of the powers
and authorities hereby given provided always and it is
hereby expressly declared that the Attorney can
exercise the powers and authorities regarding any
transaction mentioned above upto a value of Rs. 10
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Crores4. However, any transaction having value of

more than
Rs. 10 Crores shall only be
exercised and be exercisable by the Attorney jointly
with any other person duly authorised by the
Company in this behalf.
AND, THE COMPANY DOES HEREBY AGREE to ratify and
confirm all acts, deeds and things as our said Attorney
shall lawfully do or cause to be done during the
continuance of these presents in respect of the
matters aforesaid by virtue hereof.
This Power of Attorney shall remain valid until the earlier of a) expiry of two
years from the date hereof; or b) the date on which the Power of Attorney
holder ceases to be in the employment of the Company; or c) the date on which
this Power of Attorney is revoked by the Company; or d) the date on which the
Attorney ceases to hold office as (Designation) of the Division.

This amount can be changed as per the business requirement.

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IN WITNESS WHEREOF the Common Seal of (Name of the Company) has been
hereunto affixed this (Date of Execution).
Common Seal of (Name of the Company) has
hereunto been affixed pursuant to the
Resolution dated (Date of Board Resolution)
passed by the Board of Directors in the
presence of the following Officers who have in
token thereof affixed
their respective
signatures hereto :-

_____________________________
(Name of Authorised Official/Director)
Designation:

____________________________
(Name of Authorised
Official/Director)
Designation:

Signature of Constituted Attorney :-

Signature attested :-

______________________

______________________
(Name of any one
Authorised Official/Director)

(Name of Proposed Attorney)

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