Articles of association

(Incorporated Sec 8 of the Companies Act 2013)
Company Limited by Guarantee not having Share Capital

ARTICLES OF ASSOCIATION
OF
INDIAN CUTTING TOOL MANUFACTURERS’ ASSOCIATION

1. Interpretation

In these Articles the following words or expressions shall have the following meanings unless repugnant to the subject or content:

a) “The Act” means the Companies’ Act sec8, 2013 as amended from time to time.

b) “Articles” means Articles of Association and the Regulations of the Association for the time being in force.

c) “The Association” means “Indian Cutting Tool Manufacturers’ Association”

d) “Cutting Tools” shall mean any tool used for metal cutting or machining, made out of tungsten carbide, ceramic, Cubic Boron Nitride (CBN) Poly Crystalline Diamond (PCD), or any other material.

e) “The Executive Committee” means the Executive Committee of the Association for the time being.

f) “The Members” means a member for the time being of the Association whose name shall have been duly entered in the Register of Members and who, has not ceased to be a member by virtue of any of the provisions of the Act or these-Articles and shall include a Subscriber to the Memorandum and Articles of Association.

g) “Month” means English Calendar Month.

h) The Office” means the Registered Office for the time being of the Association.

i) “Organisation” means any Association, Chamber or other body or society interested in trade, commerce or industry in India.

j) “President and Vice-President” means Chairman and Vice-Chairman under the Act.

k) “The Register of Members” means the Register of Members to be kept pursuant to the Act.

l) “Registered Representative” means the individual registered as the representative of a Member of the Association

m) “The Secretary” means the Secretary for the time being of the Association or the Deputy Secretary or the Assistant Secretary acting for him.

n) Words importing person or persons shall include individuals, firms, corporations joint Hindu families or other association.

o) Words importing singular number shall include the plural number and vice versa. Words expressed in masculine gender shall also include the feminine and neuter gender.

2. Membership

2.1 The number of members with which the Association proposes to be registered is limited to 100, but the Executive Committee may, from time to time in order to further the interests of the Association, increase the number of members appropriately.

2.2 Members of the Association shall be designated (in order of seniority) as follows:

  1. Patron Members
  2. Ordinary Members
  3. Associate Members
  4. Honorary Members

2.3 Qualification criteria for Patron, Ordinary and Associate Members and certain aspects relating thereto, are set out as under :

CATEGORY ELIGIBILITY NORMS AND GUIDELINES
PATRON MEMBER • A manufacturing entity having annual production value of above Rs.10 crores in cutting tools classified under Group I.
ORDINARY MEMBER • A manufacturing entity having annual production value of above Rs.1 crore in cutting tools classified under Group I.

• A manufacturing entity having annual production value of above Rs.5 crore in products classified under Group II.

• A manufacturing entity having annual production value of above Rs.10 crore in products classified under Group III.

• Indian subsidiaries or marketing arms of Multinational companies having manufacturing facilities outside India and a minimum Indian turnover engaged exceeding Rs 20 crores for Group I products

ASSOCIATE • Any entity manufacturing, marketing or otherwise dealing with products under Group I, II or III, or as approved by the Executive Committee
INDIVIDUALS & PROFESSIONALS • Individuals & Professionals with significant experience in cutting tools industry and related industry as approved by the Executive Committee

 

1. FEES

Category of Membership Entrance fees Annual Subscription
PATRON Rs. 50,000 Rs 20,000
ORDINARY MEMBER Rs. 25,000 Rs 15,000
ASSOCIATE Rs 10,000 Rs 5,000
INDIVIDUAL MEMBERS Rs. 5,000 Rs. 3,000

 

2. CLASSIFICATION OF INDUSTRIES FOR THE PURPOSE OF MEMBERSHIP

GROUP DETAILS
I ♦ Manufacturers of Tungsten Carbide tools, Milling Cutters, Drills and other cutting tools and Indexable Inserts.

♦ Manufacturers of Solid Carbide tools like Drills, End Mill, Reamer and other tools.

♦ Manufacturers of CBN, PCD inserts and round tools.

♦ Manufacturers of cutting tools made out of ceramics, cermets based Indexable inserts and round tools.

II ♦ Manufacturers of HSS Tools, Milling, Drilling, Tapping, Hobs, and Broaches.

♦ Manufacturers of Grinding Wheels, various abrasive types of tools.

♦ Manufacturers of Diamond CBN, Grinding Wheels and Dressers.

♦ Tool holding systems like CNC adaptors and tool holders, tap holders.

♦ Tool re-sharpening and/or coating services

III ♦ Manufacturers of industrial cutting fluids

♦ Manufacturers of lubricants

♦ Manufacturers of accessories other than those covered under Group II

 

NOTE

a) Annual production value will be considered for the financial year ended on 31st March, as per the latest available audited annual accounts, which shall be less than 12 months old.

b) In case accounts are not publically available, the production value may be certified by a chartered accountant, preferably the statutory auditor of the entity. The value of production to be considered should exclude all taxes and levies.

c) In case of doubt regarding classification, the decision of the Executive Committee is final

2.4 A member may chose to take up a lower category of membership than warranted by qualification criteria, but may not take up a higher category of membership than warranted by qualification criteria.

Explanatory note

a. An applicant qualifying for Patron membership may chose to take up Ordinary or Associate membership.

b. An applicant qualifying for Ordinary membership may chose to take up Associate membership but cannot take up Patron membership.

c. An applicant qualifying for Associate membership cannot take up Patron or Ordinary membership

2.5 An existing member (subject to fulfillment of qualification criteria), desiring to take up a membership category higher than currently held, shall be liable pay the differential entrance fee existing on date the such change in category is approved.

2.6 In case of any change in circumstances whereby a member no longer fulfills the qualification criteria for a higher category of membership, such member shall be re-designated to such lower category as it qualifies for or chooses. In such cases, entrance or any other fees already paid shall not be refunded. However, if such member regains the previous qualification criteria within 2 years, and desires to be re-categorised accordingly, the differential fees for change in membership category shall not be payable by such member. The decision of the Executive Committee on any such question under this sub-clause shall be final and binding.

3. Eligibility for Membership

3.1 Any person, firm, association, body corporate, incorporated or registered under any law or regulation for the time being in force, engaged in manufacturing, repairing or assembling Cutting Tools or carrying out any trade or business related or associated with Cutting Tools and/or any parts, assemblies or sub-assemblies and accessories thereof, or dealing in the same shall be eligible to become a Member provided that, such person, firm, association or body corporate is either domiciled or has a place of business in India., subject to fulfilling the qualification criteria set out in Annexure 1.

3.2 The Executive Committee shall decide any question which may arise as to the eligibility or otherwise of an applicant for admission as a member of the Association and its decision, shall be final and conclusive and it shall not be bound to assign any reason for its decision on any matter or question relating to the eligibility of any applicant, or admission or non-admission of any applicant to membership of the Association.

3.3 If the business of any member (transferor) is acquired by any other eligible entity (transferee) as a going concern with all assets, liabilities, goodwill and name of the business of the said transferring member as a going concern, the Executive Committee may allow such transferee to continue as a member in place of such transferor. The Executive Committee shall be the sole judge in this behalf and shall not be bound to assign any reason for its decision.

4. Admission to Membership

4.1 All applications for admission as a Member of Association, whether as a Patron, Ordinary or an Associate Member, shall be in the prescribed application form. Such form shall, inter alia, contain an undertaking by the applicant to accept and abide by the Memorandum and Articles of Association and any other rules and regulations of the Association, on admission to membership thereof.

4.2 The application form for membership may be proposed by one and seconded by another existing member. An application for membership may also be made directly to the Association in the prescribed application form (without a proposer or seconder) by any eligible person.

4.3 All applications received shall be circulated among the Members of the Executive Committee. The application shall be placed before the meeting of the Executive Committee and if the same is approved by a majority decision, the applicant shall be declared duly admitted to the membership of the class mentioned in the application.

4.4 Honorary membership:

  • A proposal for an honorary membership should be in the prescribed form and should be supported by at least 3 members.
  • The Executive Committee may, if it thinks fit, confer Honorary Membership of the Association to officials or any other persons connected with the trade, commerce or industry – particularly with Cutting Tool industry in India – such as engineers, technicians or other persons who have rendered distinguished service to the interests promoted by the Association or to any other person whose advice or experience is considered useful to the Association.

5. Fees for Membership

5.1 The entrance and annual fees of the respective classes of membership are set out in Article 2.3.

5.2 Annual subscription shall fall due for each official year of the Association commencing from the 1st day of April of each year, and shall be payable on or before the 30th day of April each year.

5.3 For any member joining the Association during the year, the following provisions shall apply:

5.3.1 Entrance and Annual fees shall be due and payable immediately on joining.

5.3.2 If the unexpired portion of the official year of the Association at the date of the admission of the new member is more than six months, then the fee payable by such new member shall be the full annual fee.

5.3.3 If the unexpired portion of the official year of the Association at the date of the admission of the new member is less than six months, then the fee payable by such new member shall be 60% of the annual fee.

5.4 Subscriptions in arrear shall be treated as a debt to and recoverable by the Association.

5.5 The entrance fee and annual fee will be subject to revision provided the change in the rates is approved by the Executive Committee and the General Body of members of the Association.

6. Rights of Members

6.1 All members of the Association shall be entitled to such privileges as may be determined by the Executive Committee from time to time subject to the approval of the General Body of members of the Association. Except for the specific rights and privileges provided in Articles 6.2 to 6.7 below, Article 9.2 and Article 10, all other rights and privileges attaching to all classes of membership shall be same as between the classes in all other matters.

6.2 All members shall nominate individuals as their representatives to the Association. Such individuals may be shareholders, owners, partners, senior employees or other persons authorized by the management of the member.

6.3 For each such person so nominated (hereinafter referred as Principal Representative), the member may appoint an Alternate Representative. The Principal Representative shall act on behalf of the member and exercise the rights of the member with regard to the Association.

6.4 Patron Members shall have the right to vote at all meetings of the Association whether Annual General or Extraordinary General Meetings. The voting power of a Patron member shall be the equivalent of three votes of an Ordinary Member. Patron Members shall also have the right to nominate from amongst themselves members to the reserved seats on the Executive Committee every year, in addition to their right to stand for election for the unreserved seats of the Executive Committee.

6.5 Ordinary Members shall have the right to vote at all meetings of the Association whether Annual General or Extraordinary General Meetings. They shall not have the right to nominate from amongst themselves any member to the reserved seats on the Executive Committee. However any of them shall be entitled to stand for election for the unreserved or open seats on the Executive Committee.

6.6 Associate Members shall be entitled to take part in the proceedings of the Annual General and Extraordinary General Meetings of the Association but they shall not have right to vote at such meetings nor have any right to be elected on the Executive Committee of the Association.

6.7 A member is in arrears of annual fees shall not have the right to nominate or second candidates for election to the Executive Committee, or to be nominated as a candidate for election to the Executive Committee or to attend or vote at any Meeting of the General Body, Annual or Extraordinary.

7. Termination of Membership

7.1 Expulsion: If it shall appear to the Executive committee that any member has failed to observe the provisions of these Articles, then, by a majority decision of the Executive Committee, it shall be competent for the Association to request such member to resign; and if the members fails or refuses to do so, the Executive Committee shall thereupon convene a General Body Meeting and if at such a meeting the two-thirds majority of the members present and entitled to voting, vote for the expulsion of the member so offending, such member shall thereupon cease to be a member. Such power of expulsion may also be exercised in addition to and concurrent with any remedy by the terms and conditions which may be exercisable in such cases.

7.2 Withdrawal: A member may withdraw from the Association by giving two months’ notice in writing to the Secretary of the Association of his intention to do so, and upon the expiry of the notice period such member shall cease to be a member of the Association. Such member shall before giving such notice shall pay to the Association the annual subscription and any other dues payable to the Association.

7.3 Cessation:

7.3.1 A member shall cease to be a member of the Association if

(1) A member as an individual, is an undischarged insolvent or shall make a composition or scheme of arrangement under the insolvency Act or he is adjudged by a competent court to be of unsound mind or he is convicted of an offence involving moral turpitude;

(2) A member is a firm, it is dissolved or adjudged insolvent or shall make a composition or scheme of arrangement under the Insolvency Act or the partners as such are convicted of an offence involving moral turpitude;

(3) A member is a Company, an effective resolution is passed or an order made by a competent court for winding up the Company or corporation;

(4) Such member being an individual he, or if such member is a firm, Company or Corporation, its nominee, as the case may be, is pronounced guilty of an offence which, in the opinion of the Executive Committee, amounts to an act or conduct or omission in contravention of any of the Articles of Association or otherwise detrimental to the interest of the Association;

(5) Such member fails to pay annual subscription within 3 months from the date of the same becoming due and if the same is not paid within one month after the receipt of a written notice requesting a member to make payment of the same;

(6) Such member is in arrears of subscription as on the end of the accounting year (March 31) – automatic cessation.

(7) Such member withdraws by giving two months’ written notice.

(8) Such member is expelled from the Association by reasons of any provisions of the Articles.

Explanation:

(i) A firm shall not cease to be a member by reason only of a change in the constitution of the firm occasioned by the admission, retirement or death of a partner provided the business of the firm is continued in the same name in which such firm was elected a member.

(ii) A firm, joint stock company or other corporation shall not cease to be a member of the Association upon any change being made in the conventional or corporate name of the firm, company or corporation.

7.3.2 The decision of the Executive Committee as to whether a member has ceased to be a member of the Association or not under this Article shall be final and conclusive.

7.3.3 Any member, who by any means cease to be a member, shall remain liable for and shall pay to the association all moneys which at the time of such member ceasing to be a member may be due from such member of the Association.

7.3.4 Any member who ceases to be a member provided he is not subject to any other disqualification stated hereinbefore shall be eligible for readmission as a member of the Association on payment of all outstanding subscriptions and other moneys due from him to the Association. Such member will not be required to pay admission fee afresh.

8. Register of Members

8.1 The Association shall cause to be kept a Register in which shall be entered

a) the name under which each Member carries on business,

b) the name of the person nominated as the Principal Representative of the Member

c) the name of the person who nominated as the Alternative Representative (if any) of the Member,

d) the address of the Member as given in the application for membership, together with all identification, contact and communication details of the Member and representatives.

8.2 Every Member shall forthwith notify to the Secretary any change of any of the above particulars and such change of particulars of a Member shall immediately be entered in the Register.

9. Administration and Management – Executive Committee

9.1 The administration and management of the affairs of the Association shall be vested in the Executive Committee which shall consist of

  • elected members,
  • Past Presidents of the Association , and
  • co-opted members (optional)

9.2 The elected members of the Executive Committee shall be a minimum of 6 (six) and a maximum of 12 (twelve) as follows:

  • At least three (3) or fifty percent (50%) of the committee, whichever is higher – any fraction shall be rounded to the next higher number, shall be reserved for Patron Members (hereinafter referred to as Reserved Committee Seats or RCS).
  • The balance shall be open to Patron and Ordinary Members from among Patron and Ordinary members (hereinafter referred to as Open Committee Seats or OCS).

The elected members of the Executive Committee shall choose from amongst themselves, the following four office bearers of the Association:

  • one President,
  • one Vice- President
  • one Treasurer
  • one Secretary

9.3 For every year, in addition to the elected and co-opted members, the immediate three Past Presidents of the Association shall, ipso facto and subject to their acceptance, be members of the Executive Committee as Past Presidents (PP). If any such Past President is a member of the Executive Committee in any other capacity, or is unable or has not accepted the office, the position shall devolve on earlier Past Presidents in reverse order of seniority subject to the same terms and conditions. In case any of the positions cannot be filled, such position(s) shall remain vacant for that year.

9.4 The Executive Committee shall have the right to co-opt not more than three members from amongst Patron and Ordinary Members to the Executive Committee from amongst members of the Association.

9.5 The first Executive Committee, shall hold office until the conclusion of the second Annual General Meeting .

9.6 The Executive Committee shall ensure that at no point of time the Executive Committee shall consist of more than two representatives from the same organization or entity, provided however, that persons serving on the Executive Committee as Past Presidents shall not be counted for this purpose.

9.7 The Executive Committee shall hold office from the conclusion of one Annual General Meeting till the conclusion of the succeeding Annual General Meeting starting with the second Annual General Meeting.

9.8 The Members of the Executive Committee for the time being shall be the Directors of the Company.

10. Election of Executive Committee

10.1 The members of the Executive Committee shall be elected from the Patron and Ordinary members every year before the Annual General Meeting in the manner hereinafter provided.

10.2 Serving members of the Executive Committee shall be eligible to stand for re-election or re-nomination to the succeeding Executive Committee.

10.3 At least 10 weeks prior to the Annual General Meeting (AGM), the Secretary shall issue a notice inviting Patron and Ordinary members to nominate individuals to serve on the Executive Committee for the ensuing year in respect of OCS. Such individuals must necessarily be from among the names of registered principal representatives of Patron and Ordinary Members of the Association. In addition to Patron members shall be eligible to nominate individuals from among Patron Member registered principal representatives to serve on the Executive Committee for the ensuing year in respect of RCS.

10.4 All nominations for RCS and OCS shall be proposed and seconded by eligible voters of the respective category and accepted by the nominee. A member shall not be eligible to nominate a representative for election to the Executive Committee of the Association and/or to exercise the right of vote in such election if the membership subscription from the member is outstanding as on the day of nomination and/or election.

10.5 The nomination process shall be kept open for a minimum of 2 weeks. Thereafter one further week shall be allowed for withdrawal of nominations and the list of candidates for election shall be finalized, at least 6 weeks before the AGM.

10.6 RCS: If the number of eligible and qualified candidates for RCS is less than or equal to the number of RCS seats, such candidate(s) shall be declared elected, and the balance seats, if any, deemed to be OCS seats for that year. If the number of such candidates more than the number of RCS seats, the election process, as hereinafter provided, shall be followed.

10.7 OCS: If the number of candidates for OCS is less than or equal to the number of available seats, all such candidate(s) shall be declared elected, and the balance seats, if any, shall be filled by the AGM, failing which such seats shall be deemed to be a casual vacancy for that year, and treated accordingly. If the number of such candidates is more than the number of seats, the election process, as hereinafter provided, shall be followed.

10.8 Election Process:

10.8.1 If an election is required, the Executive Committee shall appoint an Election Committee of three from among all the Members of the Association at least 5 weeks before the AGM.

10.8.2 It should be ensured that the members of the Committee are independent insofar as the candidates standing for election are concerned. The Election Committee should ensure fairness and transparency in all matters concerning the elections.

10.8.3 The Election Committee shall ensure that requisite ballot papers are prepared and sent to members eligible to vote together with sealable envelopes at least 25 days before the AGM. Arrangements should be made to receive ballot papers by post and/or courier at an address designated by the Election Committee.

10.8.4 Members should be allowed at least 10 days to return the ballot papers after exercising their franchise. Ballot papers received after the designated date shall not be counted unless agreed by all candidates prior to the counting process.

10.8.5 The Election Committee should follow generally accepted norms with regard to postal ballots, in terms of recording receipt, numbering, safe storage, etc.

10.8.6 The Election Committee should make appropriate arrangement for counting of the ballots. Candidates or their nominated representatives shall be notified of, and have the right to be present during, the opening of ballots and tabulation of the same. In the event of a tie, the winner shall be determined by a draw of lots between the candidates.

10.8.7 The Election Committee should complete the tabulation of results at least 7 days before the AGM and communicate the same to the Executive Committee and the candidates.

10.8.8 If an objection or request for recount is received from a candidate, the Election Committee should deal with such request after due consideration according to the opinion of the majority.

10.8.9 After all objections, if any, have been dealt with, the Election Committee shall forward the names of the persons declared elected to the Executive Committee for the succeeding year, to the Secretary of the current Executive Committee before the commencement of the AGM, preferably a few days prior thereto.

10.8.10 The names shall be placed for formal confirmation at the Annual General Meeting by way of a separate motion.

11. Executive Committee – Other Matters

11.1 Additional Members: Notwithstanding anything herein contained, the Executive Committee shall have the power to appoint additional members of the Executive Committee;

PROVIDED that such additional members shall hold office only up to the date of the next Annual General Meeting of the Association;

PROVIDED FURTHER that the number of members and additional members of the Executive Committee together shall not exceed the maximum strength for the Executive Committee fixed by these Articles.

11.2 Casual vacancy: If any vacancy arises in the new Executive Committee for want of sufficient number of nominations for election, the newly elected Executive Committee shall have powers to fill up such vacancy by co-option of members from Patron and Ordinary members. If a member of the Executive Committee during his membership tenure loses his nomination from the firm as and registered representative on the Association, he shall automatically cease to be a member of the Executive Committee. However, he will be eligible for co-option by the Executive Committee provided he is nominated as a representative by any other member firm.

11.3 Election of Office Bearers: At their first meeting after every Annual General Meeting, the Executive taking office shall elect from among themselves the office bearers of the Association to hold office until the following Annual General Meeting.

12 President and Vice-President

12.1 In the event of a vacancy being caused in the office of the President due to resignation, incapacity to act, death or otherwise, the Vice-President shall ipso facto become the President of the Association. If, however, neither of them is willing or available for appointment as President, the Executive Committee shall fill the vacancy by election from amongst their own members. During any temporary vacancy occurring in the office of the President, the Vice-President, shall act as President. If, however, both are not available for the purpose, an Acting President shall be elected by the Executive Committee.

12.2 The President shall preside at all meetings of the Executive Committee, at all General Meetings and lead all deputations. He may address the members of the Executive committee or at General Meetings on such subjects as he may deem proper but such address shall not be taken to represent the views of the Executive Committee or of the Association unless such representation is expressly indicated.

12.3 The President shall also, at any time when he shall deem proper communicate to the Association or to the Executive Committee such matters and shall make such suggestions as may, in his opinion, tend to promote the prosperity and welfare of the members and the industry of the Association or increase the usefulness of the Association or may be conducive to the attainment or promotion of any of the objects of the Association or relevant thereto and shall perform such other duties as may be incidental to the office of the President.

12.4 The Vice-President in the absence of the President shall have the powers to perform the duties of the President. In the absence of both the President and the Vice-President, the powers and duties of the President shall be exercised and discharged by one of the members of the Executive Committee duly nominated by the Executive Committee.

13. Proceedings of Meetings of the Executive Committee.

13.1 The Executive Committee shall meet for the disposal of business at such time and place as the President may determine, adjourn and otherwise regulate its meetings as it thinks fit PROVIDED HOWEVER that the Executive Committee shall meet at least once in six calendar months.

13.2 The President of the Executive Committee shall be the President of the Association.

13.3 The President or in his absence the Vice President shall take the Chair at all meetings of the Executive Committee and if at any meeting none of them be present within ten minutes of the time appointed for holding the same, the members present shall choose one of them to be the President of the meeting.

13.4 The meeting of the Executive Committee shall be called by the Secretary in consultation with the President or on the requisition of not less than four members of the Executive Committee.

13.5 Save as otherwise expressly provided in the Act, questions arising at any meeting of the Executive Committee shall be decided by a majority of votes to be determined by showing hands. In case of an equality of votes, the Chairman of the meeting shall have a second or casting vote in addition to his own.

13.6 The Continuing members of the Executive Committee may act notwithstanding any vacancy in the Executive Committee; but if and so long as their number is reduced below the quorum fixed by the Articles for a meeting of the Executive Committee, the continuing members or members may act for the purpose of increasing the number of members to that fixed for the quorum, or for summoning a General Meeting of the Association, and for no other purpose.

13.7 The quorum for the meeting of the Executive Committee shall be one-third of the total strength of the elected Executive Committee (any fraction contained in that one-third to be rounded off as one) provided that the quorum shall not be less than three members.

13.8 The Executive Committee may, subject to the provisions of the Act, delegate any of its powers to Sub-Committees consisting of such members or members of its body as it thinks fit. Any Sub-Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Executive Committee.

13.9 A Committee or Sub-Committee may meet and adjourn as it thinks proper.

13.10 All acts done by any meeting of the Executive Committee or of a Sub-Committee thereof or by any office bearer or by any person or persons holding delegated authority shall, notwithstanding that it may be afterwards discovered that there was some defect in the election or appointment of any one, or more members of Executive Committee or of any office bears or of any persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such member, office bearer or person had been duly elected, appointed and was qualified.

13.11 Save as otherwise expressly provided by the Act, the Executive Committee or the Sub-Committee may pass circular resolutions. But no circular resolutions shall be deemed to have been duly passed by the Executive Committee or the Sub-Committee thereof by circulation, unless the resolutions has been circulated in draft, together with the necessary papers if any, to all the members of the Executive Committee, or to all the members of the Sub-Committee then in India (not being less in number than quorum fixed for a meeting of the Executive Committee or the Sub-Committee as the case may be) and to all other members of the Executive Committee or the Sub-Committee at their usual address in India, as has been approved by such of the members of the Executive Committee of the Sub-Committee as are then in India, or by a majority of such of them, as are entitled to vote on the resolution. A circular resolution duly passed as aforesaid shall be as valid and effectual as if it has been passed at a meeting of the Executive Committee or Sub-Committee duly convened and held.

14. Powers of the Executive Committee

14.1 The Executive Committee shall be the governing body of the Association and in addition to the powers and authorities expressly conferred upon it by statute or by these Articles, the Executive Committee may exercise all such powers of the Association and do all such acts and things as may be exercised or done by the Association as are not, by the Act or these Articles, required to be executed or done by the Association in General Meeting but subject nevertheless to any regulations of these Articles, and to such regulations or directions being not inconsistent with the Act or these Articles, as may be prescribed or given by the Association in General Meeting; provided that no such regulation or direction shall invalidate any prior apt of the Executive committee which would have been valid if the regulation or direction had not been prescribed or given.

14.2 Without prejudice to the general powers conferred by Article 14.1 hereof but subject to the provision of the Act or these Articles the Executive Committee shall have the following powers viz:

(i) To appoint any Departmental Committee or Sub-Committee from amongst the Members of the Executive Committee or the Members of the Association and such Departmental Committee or Sub committees may be for such purposes as the Executive Committees may determine.

(ii) To delegate, subject to the provisions of the Act, and subject to such conditions as they think fit, any of their powers to Departmental Committee or Sub-Committees and to make, vary and repeal by-laws or rules for the regulations of the proceedings of the Departmental Committees or Sub-Committees.

(iii) To appoint a Secretary, Treasurer and other office bearers as it may deem proper and prescribe their duties and functions from time to time.

(iv) To make such by-laws (not being inconsistent with these Articles) from time to time for the management of the Association as it shall think proper and from time to time to amend or cancel any bye-laws for the time being in force.

(v) To enter into arrangement upon such terms and subject to such conditions as the Executive Committee may deem desirable for working in conjunction with any other Association organised for the protection or development of the Cutting Tool Industry or any branch or aspect thereof or for like objects that may apply to be allowed to work in conjunction with the Association provided the objects for which such other Association is or shall be formed are not inconsistent with the objects of the Association as defined in his Memorandum of Association.

(vi) To purchase or otherwise acquire or take on lease for the Association any property, rights or privileges which the Association is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as it may think fit, and in any such purchase or other acquisition to accept such titles as the Executive Committee may believe or may be advised, to be reasonably satisfactory and also to mortgage, sell, let or otherwise encumber, deal with or dispose of the same or any other property of the Association on such terms as it may think proper.

(vii) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as it may think proper, all or any part of the immovable or movable property of the Association either separately or jointly and to assign, surrender or discontinue any policies of insurance effected in pursuance of this power.

(viii) To open accounts with any banker or bankers or with any company, firm or individual and to pay money into and draw money from any such account from time to time as the Executive Committee may think fit.

(ix) To institute, prosecute, conduct, defend, refer to arbitration, compound or abandon any claims or legal proceedings by or against the Association or its officers, or otherwise concerning the affairs of the Association and also to compound release, abandon or allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Association, and to refer any differences to arbitration and observe and perform any awards made thereon.

(x) To make and give receipts, releases and other discharges for moneys payable to the Association and for the claims and demands of the Association.

(xi) To invest and deal with any moneys of the Association not immediately required for the purposes thereof, upon such security or without security, and in such manner as it may think fit, and from time to time vary or realise such investments.

(xii) To determine from time to time who shall be entitled to sign on the Association’s behalf, bills, notes, receipts acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents, and to give the necessary authority for such purpose.

(xiii) Within the limits provided by the Act, to provide for the welfare of employees or ex-employees of the Association and the wives, widows and families or the dependants of such persons, by building or contributing to the building of the houses, dwellings or chawls or by grants of moneys, pensions, allowances, bonus or other payments, or by creating and from time to time subscribing or contributing to Provident Fund of other Associations, Institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction or recreation, hospital and dispensaries, medical and other attendance and other assistance as the Committee shall think fit.

(xiv) Within the limits provided by the Act, to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent religious, scientific, national or public institutions objects or purposes or for any exhibition provided that subscription, contributions, assistance or guarantee to or for any object or purpose shall be given, made, or provided only with the consent of three-fourths of the members of the Executive Committee present and entitled to vote and voting at the Meeting of the Committee.

(xv) From time to time and any time to establish any Regional Committees for managing any of the affairs of the Association in any state in India and to appoint any persons to be members of such Regional Committees and from time to time and at any time to delegate to any person or persons so appointed any of the powers, authorities and discretions for time being vested in the Committee and to authorise the members for the time being of any such Committee or any of them, to, fill up any vacancies, therein and to act notwithstanding vacancies, and any such appointment or delegation may be made on such terms, and subject to such conditions as the Executive Committee may think fit, and the Executive Committee may at any time remove any person so appointed, and may annul or vary any such delegation.

(xvi) At any time and from time to time, by Power of Attorney under the Seal of the Association to appoint any persons to be the Attorney or Attorneys of the Association, for such purposes and with such powers, authorities and discretions (not exceeding those vested or exercisable by the Executive Committee under these presents), and for such period and subject to such conditions as the Executive Committee may from time to time think fit, and any such appointment may (if the Executive Committee thinks fit) be made in favour of the members or any of the members of any Regional Committee established as aforesaid or in favour of any other person and any such power may contain much powers for the protection or convenience of persons dealing with such attorneys as the Executive Committee may think fit, and may contain powers enabling any such delegates or attorneys as aforesaid to sub-delegate all or any of the powers, authorities, and discretions for the time being vested in them.

(xvii) Subject as aforesaid, for and in relation to any of the matters or otherwise for the purposes of the Association, to enter into all such negotiations and contracts and rescind and vary all such contracts and execute contracts and execute and do all such acts, deeds and things in name and on behalf of the Association as it may consider expedient.

15. Directors

The First Directors of the company are :-

1. Mr. Tosher Gusti Hormusjee

2. Mr. Lakshmikanthan Krishnan

3. Mr. Recai Kipik

4. Mr. Santanoo Medhi

5. Mr. Sameer Aghi

6. Mr. Seshagiri Rao Ravishankar

7. Mr. Chun Sik You

The First Directors shall be the First Executive Committee and shall hold office until the conclusion of the Second annual General Meeting

16. General Meetings

16.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

16.2 In accordance with the provisions of Sec. 166 of the Companies Act, 1956, the Association shall in each year hold in addition to any other meeting, a general meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it, and not more than 15 months shall elapse between the date of one annual general meeting of the Association and that of the next.

16.3 Every Annual General Meeting shall be called on a date and at the time and place decided upon before hand by the Executive Committee having regard to the directions, if any, given in this regard by the Association in general meeting.

16.4 The Executive Committee may, whenever it thinks fit, call an extraordinary general meeting.

16.5 The Executive Committee shall call an extraordinary general meeting on receipt of a valid requisition from members of the Association. A valid requisition is for this purpose is a requisition made by such number of the members of the Association as have at the date of deposit of the requisition, not less than one tenth of the total voting power of all the members having at the said date a right to vote in regard to the matter in question. Such requisition and such meeting shall be compliance with the provisions of Sec. 169 of the Act. The requisition shall set out the matters for consideration of which the meeting is to be called, shall be signed by the requisitionists and shall be deposited at the registered office of the Association. Only matters so specified in the requisition shall be discussed at the requisitioned meeting.

16.6 If the Executive Committee does not, within twenty one days from the date of the deposit of a valid requisition in regard to any matter, proceed to duly call a meeting for the consideration of those matters on a day not later than 45 days from the date of the deposit of the requisition, the meeting may be called by such of the requisitionists as represent not less than one-tenth of the total voting power of all the members having at the said date a right to vote in regard to that matter, but in either case any meeting so called shall be held within three months from the date of the deposit of the requisition. Any meeting called by the requisitionists shall be called in the same manner, as nearly as possible as that in which meetings are to be called by the Executive Committee.

16.7 A general meeting of the Association may be called by giving not less than 21 days notice in writing or by giving a shorter notice with the consent of members as provided in Section 171 (2) of the Act, Every notice of a meeting shall specify the place and the day and hour of the meeting and shall contain a statement of the business to be transacted thereat. The Notice of the meeting shall be given to all the persons mentioned in Section 172 of the Act and where any special business is to be transacted at the meeting an explanatory statement shall be annexed to the notice as provided in Section 173 of the Act.

16.8 Where it is proposed to pass a special resolution, the intention to propose a resolution as a special resolution shall be specified in the notice calling the General Meeting or other intimation given to the members of the resolution.

16.9 Notice of Resolution received from members and the resolutions proposed shall be dealt with as provided in Section 188 of the Act.

16.10 The accidental omission to give notice to or the non-receipt of notice, by any member or other person to whom it should be given shall not invalidate the proceedings at the meeting.

16.11 Five members entitled to vote and present in person shall be a quorum for a General Meeting and no business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds with the business.

16.12 If within half an hour after the time appointed for holding of a general meeting a quorum is not present, the meeting, if called upon the requisition of members shall stand dissolved. In any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Executive Committee may determine. If at the adjourned meeting also, a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum and may transact the business for which the meeting was called.

16.13 The President of the Executive Committee shall be entitled to preside as the Chairman at every General Meeting of the Association. If there be no President, or, if at any general the President is not present within fifteen minutes of the time appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the members of the Executive Committee present shall elect one of their members to be Chairman of the meeting; and if no member of the Executive Committee is willing to act as Chairman, the members present shall choose one of them to be Chairman of the meeting.

16.14 The Chairman may, with the consent of any meeting at which a quorum is present adjourn the meeting from time to time and from place to place.

16.15 No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting for which adjournment took place.

16.16 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of original meeting.

16.17 Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjournment meeting.

16.18 At any General Meeting a resolution put to the vote of the meeting shall unless a poll is demanded under Sec.179 of the Act be decided on a show of hands.

16.19 A declaration by the Chairman that on a show of hands, a resolution has or has not been carried or has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Association, shall be exclusive evidence of the fact, without proof of the number of proportion of the votes cast in favour of or against such resolutions.

16.20 In the case of an equality of votes whether on a show of hands or a poll, the Chairman of the meeting at which the show of hands takes place, or at which a poll is demanded, be entitled to a second or casting vote.

16.21 Poll:

16.21.1 Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting of his own motion, and shall be ordered to be taken by him on a demand made in that behalf

a. by at least five members having the right to vote on the resolution and present or

b. by members present in person or by proxy and having not less than one-tenth of the total voting power in respect of the resolution

16.21.2 The demand for poll may be withdraw at any time by the person or persons who made the demand.

16.21.3 A poll demanded on a question of adjournment shall be taken forthwith.

16.21.4 A poll demanded on any other question (not being a question relating to the election of a Chairman which is provided for in Sec. 175 of the Act) shall be taken at such time not being later than 48 hours from the time when the demand was made, as the Chairman may direct. The poll shall be taken and scrutinisers shall be appointed as provided in Section 184 and 185 of the Act. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

16.21.5 Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

16.22 Ordinary and special resolutions of the Association shall comply with the provisions of Sec. 189 of the Act. In case of resolutions requiring special notice under the Act the provisions of Sec. 190 of the Act shall be complied with.

16.23 Where a resolution is passed at an adjourned meeting of the Association, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed at any earlier date.

16.24 The Association shall comply with the provisions of Sec. 192 of the Act with respect to registration of certain resolutions and agreements.

16.25 Ordinary And Special Business at General Meetings

16.25.1 In the case of an Annual General Meeting all business to be transacted at the meeting shall be deemed special with the exception of the business relating to:-

(i) The consideration of the audited accounts and Balance Sheet and the report of the Executive Committee and the report of the Auditors.

(ii) The announcement and confirmation of the result of election of the Members of the Executive Committee.

(iii) The appointment and fixing of the remuneration of the Auditors.

16.25.2 In the case of any other general meeting all business shall be deemed special.

16.25.3 Where any items of business to be transacted at the meeting are deemed to be special as aforesaid these shall be annexed to the notice of the Meeting an Explanatory Statement setting out all material facts concerning each such time of business as are set out in Section 173 of the Act as far as applicable.

16.26 Notice of any general meeting shall be given to members of the Association and to the auditor or auditors for the time being of the Association in the manner provided by Sec. 53 of the Act.

16.27 Upon a show of hands every member entitled to attend and vote at General Meeting and present in person shall have one vote and upon a poll every such member present in a person or by proxy shall have one vote.

16.28 Only eligible members present in person shall be entitled to vote on a show of hands. Registered representatives or their alternates shall be considered as eligible members for this purpose.

16.29 No member shall exercise any voting right in any general meeting unless all sums presently payable by him to the Association have been paid up to date.

16.30 No objection shall be raised as to the qualification of any voter or validity of any vote except at the meeting of an adjourned meeting or poll at which the vote objected to is given or tendered and any vote not disallowed at such meeting or poll shall be valid for all purposes.

17. Minutes of Meetings

17.1 The Association shall cause minutes of all proceedings of General Meetings and all proceedings of meetings of the Executive Committee o be entered in books kept for that purpose in accordance with the provisions of Sec. 193 of the Act.

17.2 Any such minutes, if purporting to be signed by the Chairman of the meeting at which the proceedings took place, or by the Chairman of the next meeting, shall be evidence of the proceedings and the presumptions to be drawn as provided in Sec. 195 apply.

17.3 The books containing the minutes of the proceedings of any general meeting of the Association shall be kept at the registered office of the Company, and shall be open, during business hours, to inspection of any member, without charge, subject to such reasonable restrictions as the Association by its Articles or in the General Meeting impose but so that not less than two hours each day are allowed for inspection.

17.4 Any member shall be entitled to be furnished, within seven days after he has made a request in that behalf to the Association with a copy of any minutes referred to above, on payment of such sum as may be decided by the Executive Committee but not exceeding the amount permitted by law.

18. Accounts & Audit

18.1 The Association shall keep at its registered office or at such Accounts other place in India as the Executive Committee thinks fit, proper books of account with respect to

(a) All sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place, and

(b) the assets and liabilities of the Association.

18.2 At every Annual General Meeting of the Association the Executive Committee of the Association shall lay before the Association a Balance Sheet and Income and Expenditure Account as provided in Sec. 210 of the Act.

18.3 The Association shall at each Annual General Meeting appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting.

18.4 The Executive Committee may fill any casual vacancy in the office of auditors by the appointment of another auditor or auditors who shall hold such office until the conclusion of the next Annual General Meeting provided that where such vacancy is caused by the resignation of the auditor or auditors, the vacancy shall only be filled by the Association in general meeting. But while such vacancy continues the remaining auditor or auditors if any may act.

18.5 At any Annual General Meeting, a retiring auditor, by whatsoever authority, appointed shall be reappointed unless any of the circumstances specified in Sec. 224 of the Act shall have arisen.

18.6 In the case of a resolution at any general meeting for appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be reappointed, the provisions of Sec. 225 of the Act shall be complied with.

18.7 The remuneration of the auditor or auditors shall be fixed by the Association in general meeting except that the remuneration of any auditor or auditors appointed by the Executive Committee to fill a casual vacancy may be fixed by the Committee.

19. The Seal

The Executive Committee shall provide for the safe custody of the Seal and the Seal shall not be affixed to any instrument except by the authority of a resolution of the Executive Committee or of the Committee previously given and except in the presence of the President, or the Vice-President or any two members of the Executive Committee who shall sign the instrument to which the Seal is affixed.

20. Indemnity

The President, Vice-President, Secretary, Treasurer, every member of the Executive Committee, every other officer or servant or agent for the time being of the Association shall be indemnified by the Association out of the assets of the Association against any liability, cost, losses and expenses (including travelling expenses) which he may incur or become liable to, by reason of any contract entered into or act or thing properly and lawfully done by him in the discharge of his duties or in defending any proceedings whether civil or criminal, in which judgement is given in his favour or in which he is acquitted.

21. Liability for One’s Own Acts

The President, Vice-President, Secretary, Treasurer, every member of the Executive Committee, every other officer or servant or agent shall not be liable for losses or damages incurred by the Association arising from the acts or defaults of any other office bearer, member of the Executive Committee, servant or agent of the Association, unless the same has happened through his own dishonesty or collusion with the person(s) responsible for such loss or damage.

22. Amendment

No amendment, modification or alteration of these Articles shall be valid unless passed by three-fourths majority of votes cast at the General Meeting.

23. Secrecy

Subject to the provision of the Act and the Articles, no member shall be entitled to require discovery of or any information respecting any matter which may relate to the conduct of the affairs of the Association and which, in the opinion of the President, it would be inexpedient in the interest of the members to disclose.