KNOW ALL MEN by these presents that INDIAN RAYON AND INDUSTRIES
LIMITED, a Company incorporated and registered under the provisions
of the Companies Act, 1956 and having its Registered office at
Veraval- 362 266, in the State of Gujarat (hereinafter call
Execution Guidelines
SlParticularsDetails
1Title of AgreementPower of Attorney
2Version No./ Month< Ver 1.0>, July 2013
4Basic 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
5Paper to be usedGreen Legal sheet
6LanguageShould be in English. In case of vernacular, a verbatim
English translation should also be executed.
7Numbering
All pages should be serially numbered
8Printing
Minimum font size 12. Barring the non-judicial stamp paper, all
other papers to be printed back to back.
9AttachmentsAll referred attachments (exhibits, schedules,
annexure etc.) should be printed, numbered and attached to the main
agreement
10Sets/copiesOnly one copy in original.
11Stamping 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 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
12Registration
Yes, but not compulsory condition
13Notarization requiredYes
14Execution DateIf stamp paper is used or POA is franked, the
execution date should always be after the date of stamp paper/
franking
15Signatures
a) Initials on all pages in the right hand corner
b) Full signatures at the last page
16SignatoryIn 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
17WitnessWitness name and signatures should be appended at the
relevant space
18Rubber stamp To be put against each signature/initial of the
Companys official.
19JurisdictionMumbai if both parties are from India
Any other jurisdiction as approved by Units Legal Dept.
20CustodyOriginal Agreement (duly executed by all parties)
should be sent to Units Legal Department for safe custody
POWER OF ATTORNEYKnow 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 division (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 connection with work connected
with the Division of the Company, subject to the general control
and authority of the Board of Directors of the Company:
Open & Operate Bank Accounts, drawing and endorsing cheques,
negotiable instruments and executing Bank documents.
Authorize payment.
Purchase and Sale of Property.Execute lease agreements etc.
Sign, Endorse, invoices, stock report, receipts, Railway
Receipts etc.
Receive money from Government Department.
Purchase and sell raw materials, auxiliary materials, packing
materials, plant and machinery etc.
Provide loans to suppliers.Appoint Brokers Stockists, Sales
Promoters, Agents etc.
Maintain and defend movable and immovable property.Maintain
various records.Sign correspondence and returns etc.
Sign papers and documents.
Vote at and represent the Company at meetings of other
Company(s).
Recovery of Dues.To represent before Bank or Banks, insurance
companies, etc.
Examination of Records.Commence and carry on legal
proceedings.
Appear before Courts, etc.
Sign papers for trade mark etc.
Sign papers for legal matters.
Appear before Registering Authorities.
Settlement of Claims.
Execute Bonds.
To negotiate with Trade Unions and Federations.Grant
Loans.Appoint Officers, Staff and Workmen.
Apply for license etc.
Acquire premises for Company's requirements.
Travel outside India.
Delegation.
To do other acts, deeds, things etc.
Concur and join.
1 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.
2 To authorize payment and sign and/or certify cash, bank and
journal vouchers, debit and credit notes.3 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.
4 To take possession of land and to execute lease agreement,
sub-lease agreement, lease-cum-sale 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.
5 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 credit, counter
guarantee, trust receipt, bills of lading, forwarding notes,
customs house warrants and other documents.
6 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.
7 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.
8 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.
9 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.
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 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.
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.
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
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.
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 non-suited 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 time at pleasure.
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.
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 under
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), 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.
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.
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.
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 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 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
Crores. 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.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 :-
______________________
(Name of Proposed Attorney)Signature attested :-
______________________
(Name of any one Authorised Official/Director)
Instead of division, it can be given for any region/ function
etc and corresponding changes to be made all through the
document/POA.
The following powers may be amended/changed as per the
requirement of each business unit
All the Applicable Acts should be captured under the Act
This amount can be changed as per the business requirement.
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