EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                       EXHIBIT 1

                               POWER OF ATTORNEY

   Know all by these presents, that the undersigned, on behalf of Sandy Hills BV
   (the "Reporting Person"), in the undersigned's capacity as a statutory
   director of Malabar Hill NV, the statutory director of the Reporting Person,
   hereby constitutes and appoints F. Douglas Raymond as the undersigned's true
   and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, (i) Forms 3, 4 and 5 in
   accordance with Section 16(a) of the Securities Exchange Act of 1934 (the
   "Exchange Act") and the rules thereunder, (ii) Schedules 13D and 13G in
   accordance with Section 13 of the Exchange Act and the rules thereunder, and
   (iii) any other forms or reports the undersigned may be required to file in
   connection with the Reporting Person's ownership, acquisition, or disposition
   of securities of Coda Octopus Group, Inc. (the "Company");

2. do and perform any and all acts for and on behalf of the undersigned which
   may be necessary or desirable to (i) complete and execute any such Forms 3, 4
   or 5 or Schedules 13D or 13G, (ii) complete and execute any amendment or
   amendments thereto, and (iii) timely file such forms or reports with the
   United States Securities and Exchange Commission and any stock exchange or
   similar authority; and

3. take any other action of any type whatsoever in connection with the
   foregoing which, in the opinion of the attorney-in-fact, may be of benefit
   to, in the best interest of, or legally required by, the undersigned, it
   being  understood that the documents executed by the attorney-in-fact on
   behalf of the undersigned pursuant to this Power of Attorney shall be in such
   form and shall contain such terms and conditions as the attorney-in-fact may
   approve in his discretion.

   The undersigned hereby grants to the attorney-in-fact full power and
   authority to do and perform any and every act and thing whatsoever requisite,
   necessary or proper to be done in the exercise of any of the rights and
   powers herein granted, as fully to all intents and purposes as the
   undersigned might or could do if personally present, with full power of
   substitution or revocation, hereby ratifying and confirming all that the
   attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall
   lawfully do or cause to be done by virtue of this Power of Attorney and the
   rights and powers herein granted.

   The undersigned acknowledges that the foregoing attorney-in-fact, in serving
   in such capacity at the request of the undersigned, is not assuming any of
   the Reporting Person's responsibilities to comply with Sections 13 or 16 of
   the Exchange Act.

   This Power of Attorney shall remain in full force and effect until the
   Reporting Person is no longer required to file Forms 3, 4, and 5 or Schedules
   13D or 13G with respect to the Reporting Person's holdings of and
   transactions in securities issued by the Company, unless earlier revoked by
   the undersigned in a signed writing delivered to the foregoing attorney-in-
   fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
   executed as of this 3th day of December, 2018.

                            /s/ F.H. Fentener van Vlissingen
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                            Signature


                            F.H. Fentener van Vlissingen
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