Memorandum

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

MEMORANDUM OF ASSOCIATION
OF
(Incorporated U/s 25 of the Companies Act 1956) Company Limited by Guarantee not having Share Capital

MEMORANDUM OF ASSOCIATION OF INDIAN CUTTING TOOL MANUFACTURERS’ ASSOCIATION

I. The name of the Company shall be INDIAN CUTTING TOOL MANUFACTURERS’ ASSOCIATION.

II. The Registered Office of the Association will be situated in the State of Karnataka.

III. The objects for which the Association is established are:

A. MAIN OBJECTS OF THE ASSOCIATION TO BE PURSUED ON INCORPORATION :

1. To promote the manufacture, trade, commerce and use of Cutting Tools in India and to encourage and afford protection to entities connected with manufacture, trade and commerce of Cutting Tools.

2. To constitute and maintain a Central Organisation for co-operation between all entities connected with the manufacture, trade, commerce, use or otherwise of Cutting Tools in India.

3. To render assistance and advice to Members and to promote and further mutual assistance between members on technical and industrial matters.

4. To promote or oppose legislative or other measures affecting the Cutting Tool industry, make representations to Government, Government Departments, Quasi-governmental authorities, trade, commercial or industrial bodies or Associations, and/or officials of such authorities/entities, in respect of any matter pertaining to trade, commerce, manufacture in general and Cutting Tool industry in particular.

5. To monitor, support, protect, extend and defend the rights and interest of the members and to procure for their benefit such advantages and concessions as may be necessary for their business.

6. To institute, finance, encourage, develop and carry on all kinds of scientific and economic research relating to Cutting tools, including setting up training centres, providing scholarships and/or funding to technical, vocational and other colleges, universities and educational institutions.

B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS :

1. To purchase, take on lease, or hire or otherwise acquire any movable or immovable property or any rights or privileges necessary or convenient for the purpose of the Association.

2. To open bank accounts, to draw, make, accept, discount, execute, and issue bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities.

3. To construct or alter or keep in repair any buildings required or used by or for the Association and to pull down or demolish any buildings not so required.

4. To sell, improve, manage, develop, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Association.
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5. To charge, collect, recover and receive fees, surcharge and other sums of money from the members, for the services rendered.

6. To accept any bequest, gift, donation or subscription for promoting any of the objects of the Association or the benefit of any staff or employee of the Association towards or to accumulate and provide a fund or an endowment and to invest the same and apply the income arising there from or to resort to the capital thereof for any of the objects of the Association.

7. To subscribe to, become a member of or otherwise cooperate with any other association or entity, whether incorporated or not whose objects are altogether or in part similar to those of this Association and to procure from and to communicate to any such association or chamber such information as is likely to further the objects of the Association.

8. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing placing of any debentures or other securities of the Association.

9. To establish and support, or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees of the Association or the dependents or connections of such persons, and grant pensions and allowances, and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general, useful object.

10. To assign to any member or class of members any preferential, special or qualified rights or privileges over or as compared with any other members as regards voting or otherwise.

11. To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise that may seem conducive to the Association’s objects or any of them, and to obtain from any such Government or authority all rights, concessions and privileges which the Association may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, right, privileges and concessions.

12. To sell or dispose of the undertaking of the Association or any part thereof for such consideration as the Association may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Association.

13. To undertake and execute any trusts the undertaking of which may seem to the Association desirable and either gratuitously or otherwise.

14. To collect and disseminate statistical and other information securing the promotion of the objects of the Association and to make efforts for the spread of commercial, technical, industrial and economic knowledge.

15. To encourage, assist and extend knowledge and information connected with trade, commerce and industries whether by or through lectures, discussions, seminars, formation of libraries, publication of papers, periodicals, journals, catalogues, books, maps or any kind of general or special literature or foundation and endowment of professorship or scholarship or by encouraging research work or howsoever otherwise or organising exhibitions in India or abroad on behalf of the Association or in co-operation with others.

16. To standardise the products of the members of the Association either in conformity with the Bureau of Indian Standards (BIS) and/or to provide, improve, regulate and maintain the highest technical standards in the products where there exists no BIS specification and also to issue certificates to that effect, to subscribe and co-operate with any Government Authorities, Central, State, Local, Municipal or otherwise or with any private bodies or institutions engaged in standardisation work and also to consider, originate and support improvements in the standards prevalent or new standards to be laid down and also to do all other necessary things so as to create quality consciousness in the Industry.

17. To promote and develop exports of the products of the members and to render all the necessary services and guidance for that including organising exhibitions, trade-fairs in Indian and abroad and by participating in such exhibitions and trade-fairs.

18. To carry on publicity and propaganda for the purpose of educating the public opinion with regard to the scope, importance and needs of the Association and its members.

19. To start, organise and establish separate departments of the Association for the purpose of research work, or work connected with sale, purchase, distribution, import, export and for such other purposes as are specified in the objects of the Association.

20. To sponsor, undertake, establish and execute any trusts, endowments and/or funds for the purpose of providing relief on occasions of national calamities like earthquakes, fire, tornados and floods or for other purposes which may seem to the Association desirable and which may be considered charitable.

21. To provide legal, financial, secretarial or other assistance or service to other organisations of general public utility.

22. To resolve controversies and disputes between members of the Association and to act as arbitrators or appoint arbitrators to act in the settlement of disputes arising out of the transactions between members inter se, or with non-Members.
23. To do all other lawful things as may be conducive or incidental for the preservation or extension of the trade, commerce and manufactures connected with the Cutting Tool Industry in particular and industry and trade in general and incidental to those objects and other objects set forth in this Memorandum of Association.

I. The objects of the company extends throughout India

II. [BENEFICIARY CLAUSE:]*

1. The income and property of the Association where-so-ever derived shall be applied for the promotion of its objectives as set forth in this Memorandum of Association, and further [the benefits of the Association shall be open to all irrespective of caste, creed or religion]*.
*amended/altered vide special resolution passed at the AGM dated 9 September 2014

2. No portion of the income or property aforesaid shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to persons who at any time are or have been members of the Association or to any one or more of them or to any persons claiming through any one or more of them.

3. Except with the previous approval of the Central Government (or such other authority appointed by law), no remuneration or other benefit in money or money’s worth shall be given by the Association to any of its members whether officers or servants of the Association or not except payment of out-of-pocket expenses, reasonable and proper interest on money lent or reasonable or proper rent on premises let by any member to the Association

4. Except with the previous approval of the Central Government (or such other authority appointed by law), no member shall be appointed to any office under the Association which is remunerated by salary, fee or in any other manner not excepted by sub-clause (b).

5. Nothing in this clause shall prevent the payment by the Association in good faith of reasonable remuneration to any of its officers or a servants (not being members) in return for any services actually rendered to the Association.

III. [AMENDMENT CLAUSE:]* Subject to provisions of the Act, no alterations shall be made to this Memorandum of Association or to the Articles of Association of the Company, which are for the time being in force unless the alteration has been previously submitted to and approved by the Registrar of Companies Karnataka. [No amendment to the Memorandum of Association shall be made which may prove to be repugnant to the provisions of Sections 2(15), 11,12 & 13 & 80G of the Income Tax Act, 1961 as amended from time to time, and no Amendment shall be carried out without the prior approval of the Jurisdictional Commissioner of Income Tax.]*
*amended/altered vide special resolution passed at the AGM dated 9 September 2014

IV. The liability of the Members is limited.

V. Each Member undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member or within one year afterwards for payments of the debts or liabilities of the Association contracted before he ceases to be a member and of the costs, charges and expenses of winding up, and for adjustments of the rights of the contributors among themselves, such amounts as may be required not exceeding a sum of Rs. 5,000/-.

VI. [a) ACCOUNTS CLAUSE: True account shall be kept of all sums of money received and expended by the Association and the matters in respect to which such receipt and expenditure take place and of the property, credits and liabilities of the Association; and subject to any reasonable restrictions as to the time and manner of in respect of the same that may be imposed in accordance with the regulations of the Company for the time being in force, the accounts shall be open to the inspection of the Members. The Accounts of the Association shall be examined and the correctness of the Balance Sheet and the Income and Expenditure Account be ascertained by one or more properly qualified auditor or auditors and such accounts shall be closed at 31st March every year.
b) INVESTMENT CLAUSE: The funds of the Association shall be invested in the modes specified under the provision of Section 13(1)(d) read with section 11(5) of the Income Tax Act, 1961 as amended from time to time.]*
*amended/altered vide special resolution passed at the AGM dated 9 September 2014

VII. [DISSOLUTION CLAUSE]*: The Association shall not be dissolved except by the decision of the majority of three-fourths of the Members assembled at a general meeting. The quorum of this meeting shall be three-fourths of the total number of members of the roll at that time. If upon winding up or dissolution of the Association there remains after the satisfaction of all the debts and liabilities, any property whatsoever, the same shall not be distributed amongst the members of the Association but shall be given or transferred to [another Association having objects similar to the objects of this Association and which enjoys recognition under the Sections 12A and 80G of the Income Tax Act, 1961, as amended from time to time,]* at or before the time of dissolution or in default thereof by the High Court of Judicature that has or may acquire jurisdiction in the matter.
*amended/altered vide special resolution passed at the AGM dated 9 September 2014
We, the several persons whose names, addresses, descriptions and occupations are hereunto subscribed are desirous of being formed into a Company not for profit, in pursuance of this Memorandum of Association:

1.TOSHER GUSTI HORMUSJEE
DIN No : 00401095
S/o. Gusti Marzban Hormusjee
Director,
G W Precision Tools India Pvt Ltd
41/42, Imperial Court,
Cunningham Road,
Bangalore – 560 052

2.LAKSHMIKANTHAN KRISHNAN
DIN No : 00316429
S/o. Lakshmikanthan
Director,
Taegutec India P Ltd
M-48, Diamond District,
Airport Road,
Bangalore – 560 099

3.RECAI KIPIK
DIN No : 02148224
S/o. Yilmaz Kipik
Director,
Guhring India Private Limited
C-066, Prestige Ozone,
Tulip Close,
Whitefield Main Road, Whitefield,
Bangalore – 560 066

4.SANTANOO MEDHI
DIN No : 03066413
S/o. Bhabendra Lal Medhi
Managing Director
Kennametal India Ltd.
Flat 6A, 6F Tower 5 Sausalito
1 Yuk Tai Str, Maonshan
NT.Hongkong

5.SAMEER AGHI
DIN No : 02258926
S/o. Satish Aghi
Director
Cobra Carbide Pvt Ltd
No.54, Bommasandra Jigani Link Road Industrial Area
2, Near Bus Stop,
Bangalore – 560 099

6.SESHAGIRIRAO RAVISHANKAR
DIN No : 00861742
S/o. Seshgirirao Narayana Iyer
Managing Director
Komet Precision Tools India Pvt. Ltd
No.309, 1 St Cross,
Bharath Housing Society,
Uttarahalli Road,
Bangalore – 560 061

7.CHUN SIK YOU
DIN No : 02840819
S/o. Jae Dong You
Managing Director
YG Cutting Tools Pvt Ltd
9 Blue Cedar Drive, Streetly GB,
United Kingdom

The Subscribers have signed before me at Bangalore
Sd/-
Mr. JOHN JOSEPH NEREYETH
S/o. N.J.Joseph
2A, Haydon Manor,
12,Eagle Street,
Langford Town,
Bangalore – 560025
Chartered Accountant
M.No:023921
Dated this 22nd Day of DECEMBER 2011 at BANGALORE.