To All To Whom These
Present Shall Come, M/s A & B Co. Ltd., a company registered under the
Companies Act, 1956, and having its registered office at ... . (hereinafter
referred to as the 'Company)Whereas the Company
is carrying on business of manufacturing and selling pharmaceutical products of
various types.And Whereas the
Company has several branches in India including a Branch at ... having Mr. ... as
Manager of the said Branch at present.And Whereas in order
to facilitate the business carried on at the said branch the Company proposes
to appoint the said Mr. ... as a Constituted attorney of the Company with
following specific powers and authority.NOW KNOW YOU ALL AND
THESE PRESENTS WITNESS that the Company does hereby appoint, and constitute the
said Mr. ... as true and lawful attorney or agent of the Company with full
powers and authority to do and execute all acts, deeds, and things as hereinafter
mentioned on behalf of, in the name of and for the Company viz.1.
To
manage the said branch of the company efficiently and faithfully and in a
manner conducive to the interest of the company.2.
To
maintain proper control on and discipline An the staff employed in the said
Branch and to initiate disciplinary proceedings against any member of the staff
for any act of indiscipline or misconduct or any other offence prescribed by
the service rules made by the Company.3.
To
pay the monthly salaries and other emoluments of the members of the-staff in
the said Branch as sanctioned by the Company and to obtain receipt for the
same.4.
To
keep a muster roll for the staff and to register the daily attendance of the
members of the staff particularly the time of arrival in the Branch Office,
absence in any day and the time of departure.5.
To
consider the applications for leave of any nature made by any member of the
staff and to make his recommendations to grant or not to grant the same to the
Head Office of the Company for final orders.6.
To
communicate all the orders, circulars and instructions issued by the Company to
the members of the staff for information and compliance.7.
To
open one or more accounts of the Company in the name of the Company with one or
more Banks as may be approved by the Head Office and to operate the same for
and on behalf of the Company by drawing, accepting, endorsing negotiating,
releasing, paying and or satisfying any promissory notes, bills of exchange,
cheques, drafts, hundies or orders for payment of moneys and delivery of
securities, goods, or effects or other negotiable instruments and mercantile
documents which may be deemed necessary or proper in respect of the business of
the Company or its offices at the said Branch.8.
Subject
to prior approval of the Head Office of the Company, to sign any deed or
document or other paper required to be executed by or in favour of the Company
including a Deed of Conveyance or a Deed of Mortgage, hypothecation or pledge
or a lease or a leave and licence agreement or any other document required to
be executed by the Company.9.
To
lodge for registration any document executed by or in favour of the Company in
relation of any property situate In the said district in which the said Branch
Office Is situate and to admit execution thereof and do all acts and things
required to be done for registration of such deed.10.
To
accept any moneys on fixed deposit according to the scheme made by the Company
for accepting fixed deposits and to issue and sign fixed deposit receipts in
the form prescribed by the Company.11.
To
appoint agents or retail dealers in the said District for salt of the
pharmaceutical products manufactured by the Company on terms and conditions
prescribed by the Company and to sign necessary letters or agreements for such
appointments.12.
To
take on monthly tenancy basis or leave licence basis godowns, storerooms or
other suitable premises for storing the products sent by the Company to the
said branch and to pay the rent thereof13.
To
advertise the products of the Company by publishing advertisements in local
newspapers or periodicals by sponsoring cultural programmes and sports events
and by holding seminars on allied subjects and by doing other acts and things
beneficial to promote the sale of the Company's products provided that total
expenses to be incurred are within the budget sanctioned by the Company.14.
To
demand, receive, recover, accept, exercise or utilise any claim, things, right,
or any object to which the Company is entitled and to make and give receipts
and discharges for the moneys and other property received for and on behalf of
the Company.15. To carry on correspondence with the
customers of the Company including prospective customers, agents. brokers,
dealers and other trade agents In connection with the business of the company
and to represent the company at any programmes or meetings in connection with
or with a view to promote the business of the Company.Subject
to the previous sanction of the Company, to commence and prosecute any suit or
other legal action or proceedings in relation to the business of the Company
and for recovery of any moneys. goods or other property of the Company or
establishing a right related to the business of the Company and to defend any
suit or legal proceeding against the Company by any person and in the courts
within the District in which the Branch Office is situate and for that purpose
to sign, affirm or declare plaints, statements of defences, petitions.
affidavits and other papers as may be required to be done and to appoint any
advocate or solicitor for the said purpose as well as to obtain legal advice
from them.16.
To
insure all the goods of the company wherever stocked and the office furniture
and other articles and things at the Branch Office for such sum and for such
risks as the Head Office may direct and to pay the premium in respect thereof
from time to time.17.
To
appear before any officer of the Government or any local authority in
connection with the transactions of the Company and to represent the Company's
interest.18.
If
any dispute arises In connection with the business of the Company with any
person, then subject to prior approval of the Company, to agree to refer the
same to arbitration of one or more arbitrators as the said attorney may think
fit or the company may direct and to attend to such arbitration personally or
through advocate and to produce all relevant documents before the Arbitrator
and file statements of claims or defences and to do all other acts and things
for proceeding with and conducting the proceedings.19.
With
the prior permission of the Company to negotiate with any party for settlement
of any dispute or claim and to compromise or com- pound the same in the best
Interest of the Company.20.
To
receive moneys and other property payable to the Company by way of sale of the
products, commissions or on any other account from customers. agents. shop
keepers and other persons whatsoever and to pass valid receipts for the same
and to credit the moneys so received in the Bank Account of the Company.21.
To
pay the rents and other dues payable to the Company in respect of the premises
taken by the Company for business and to pay all expenses reasonably incurred
by the Branch Office in connection with the said branch and the business of the
Company.22.
And
generally, to do all acts and things incidental to the powers hereinbefore
mentioned and all other acts and things necessary for carrying on the business
of the Company at the said Branch.Provided that
notwithstanding anything hereinbefore contained the said attorney shall always
act within and not outside the Instructions or directions received by him from
the Head Office of the Company and the Company agrees to ratify all acts and
things lawfully done by the said attorney pursuant to the powers hereinbefore
contained.IN WITNESS WHEREOF
the Company has put its seal this ... day of..., 2000The common seal of
the said M/s A & B Co. Ltd., is heretoaffixed pursuant to
the resolution of the Board of Directors dated in the presence of Mr. .a
Director duly authorised in that behalf, in the presence of ...