Power of Attorney by a Company to Its Branch Manager

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
thereof
13. 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. 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.
15. 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..., 2000

The common seal of the said M/s A & B Co. Ltd., is hereto
affixed 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 ...