TRUST
DEED
THIS INDENTURE made at Mumbai on this 27th day of May Two Thousand and Six
Mr
(1)
Mr
WHEREAS :
1. The Settlor is desirous of establishing and constituting on and from the date of this Deed a Public Charitable Trust and of settling a sum of Rs 1,000/- (Rupees One Thousand Only) on trust for the public charitable objects and/ or purposes hereinafter expressed and/ or contained in these presents and in pursuance of such desire has prior to the execution of these presents delivered the said sum of Rs 1,000/- (Rupees One Thousand Only) to Mr Aniruddha Ghosh and Mr. Amlan Chowdhury to be held by them, jointly with himself, he also acting as one of the Trustees, and the Trustees hereby acknowledge the receipt of said sum of Rs 1,000/- (Rupees One Thousand Only) on the execution of these presents.
NOW THIS TRUST DEED WITNESSETH AS FOLLOWS:
1. TRUST :
The Settlor doth hereby grant, transfer and assign unto the Trustees the sum of Rs 1,000/- (Rupees One Thousand Only) and TO HAVE AND TO HOLD the said sum of Rs 1,000/- (Rupees One Thousand Only) unto and upon the Trust and subject to the powers and provisions hereinafter declared and expressed of and concerning the same.
2. NAME OF THE TRUST:
The Trust shall be named “Joydeep Somen Memorial Trust” (HEREINAFTER REFERRED TO AS “THE trust”) and the hospital proposed to be established by the Trust shall be named “Joydeb Somen Trust”. The Trustees may if they so desire change the name of the Trust in future.
3. REGISTERED
OFFICE OF THE TRUST :
The Registered Office of the Trust shall be situated in Kolkata or at such other places as the Trustees may from time to time determine. Presently, the registered office of the Trust shall be situated at (TO be decided)
4. OBJECTS OF THE TRUST :
(A) The main object of the trust is as follows:-
The Trustee shall apply the trust fund or any part or parts thereof for the relief, medical relief, education and the advancement of any other object of general public utility not involving the carrying on of any activity for profit within the territories of India and grant aid, assistance to physically challenge and/ or meritorious students belonging to the weaker section of society without any distinction of caste, creed, colour, or sex.
(B) The other objects of the trust are as follows:
(a) To provide such assistance and guidance as are necessary for the Trust to undertake the following steps :
(i) Professional Education and Training organized for the staff selected / chosen beneficiaries.
(b) To grant aid and/ or assistance, financial or otherwise, to Colleges, Hospitals, Dispensaries and Aushadhalayas or other institutions or establishments. Treatment of patients belonging to the poorer sections of society. ?
(c) To give scholarship and other help or assistance either financial or otherwise to poor, needy and deserving students for obtaining medical education or in allied fields and for going abroad for advanced studies.
(d) To do all other acts deeds and things as may be necessary and conductive for the attainment of the said objects.
(C) It shall be lawful for the Trustees to receive by way of gifts, grants, bequests, donations, contribution, movable and immovable properties and legacies from any persons, firms, associations, Trusts, Co-operative, corporate or Government / Semi Government bodies, authorities, undertakings or establishments whether towards corpus of the trust or otherwise, for all or any of the objects / purposes of the Trust herein created upon and / or subject to such special conditions as may be attached thereto but not in any way at variance with the purposes or objects of this Trust, and to retain any investments or other properties so received as an addition to the Trust Corpus if so required as a condition and to apply the same upon or subject to such conditions but otherwise in accordance with the provisions herein contained. However, all investment made or retained by the Trust shall be in accordance with the provisions or Income Tax Act 1961.
(D) The Trustee shall have power by supplementary declaration(s) resolution(s) of the Board to amend, delete or alter any of the objects set out hereinabove or any matter provided in the Deed as may be determined by two-third majority of the Trustees and/ or to the extent such amendments, declarations or deletions be required by the Commissioner of Income-tax or ay other competent tax authority in order that the Trust be eligible and continue to be eligible for the various exemptions and privileges granted to Public Charitable Trusts under the Income-tax Act, 1961 and/ or under any other Indian Tax Statutes for the time being in force.
5. TRUSTEES :
(A) The Ownership and control of the Trust and the Trust properties will vest in the Board of Trustees. The Board of Trustees shall comprise of not less than 3 (three) and not more than 7 (seven) Trustees. However, the maximum number of the Trustees may be increased by the Trustees for the time being in force and also constituting two-third majority of the board of Trustees. The following shall be the first Trustees :
1.
Mr.
2. Mr. Aniruddha Ghosh
3. Mr. Amlan Chowdhury
(B) The Trustees for the time being and also constitution two-third majority of the Board of Trustees from time to time shall elect one of themselves as the Chairman for a maximum period of 3 (three) years at a time and with such powers as the Trustees may deem fit and proper.
(C) The Chairman shall be entitled to appoint any further Trustee or Trustees from time to time.
6. TENURE OF TRUSTEESHIP
The Settlor shall during his life, so long as he remains a trustee of these present be and have the privileges of the Chairman of the Board of Trustees. The remaining trustees whensoever appointed under these presents shall hold office for 3 (three) years. After expiry of the said period of 3 (three) years from the date of the appointment of such trustee(s) he/ she will automatically cease to be the trustee. However, they shall be eligible to be re-appointed as many times as the other Trustees by majority voting appoint them as such.
7. VACANCIES IN THE BOARD OF TRUSTEES/ FILLING UP OF VACANCIES :
(A) Vacancies in the Board of Trustees may occur due to the following reasons :
(i) Resignation or,
(ii) Death or,
(iii) Conviction of Criminal offence involving moral turpitude, or
(iv) Desiring to be discharged or refused or become unfit or incapable to act as a Trustee or to execute the duties and to execute powers reposed in him under these presents, or
(v) Adjudged insolvent or declared bankrupt or lunatic or becomes of unsound mind, or
(vi)
Goes out of
(vii) Remains absent from 4 (four) consecutive meetings, of the Board of Trustees without obtaining the permission in writing from the Chairman to that effect or,
(viii) Expiry of tenure in terms of this Trust Deed or,
(ix) If a request is made in writing to a Trustee to retire by all the other Trustees for the time being in office and also constituting the majority of the Board.
(B) Vacancy(ies) accruing due to the reasons mentioned hereinabove in clause 7(A) shall be filled in by the first Trustees by appointing new Trustees in writing according to the provisions of clause 6 hereinabove and thereafter the surviving and/ or continuing Trustees for the time being in office and also constituting the majority of the Board shall appoint new trustees.
8. CONSENT OF NEW TRUSTEES :
Every new Trustee or Trustees to be appointed as aforesaid shall have the same powers, authority and discretion and shall in all respects act and be liable as if he/ she had been originally appointed as a trustee under these presents. PROVIDED that he/ she shall not be entitled to act as trustee under these presents until he/ she shall have given a letter of consent to the Trust to act as such Trustee under these presents.
9. MEETING OF THE BOARD OF TRUSTEES :
(a) The Settlor shall during his life so long he shall remain a Trustee of these presents be and have the privilege of Chairman of any meeting of the Trustees as aforesaid at which he shall be present including the right to a casting vote in case of an equality of votes arising at such meeting.
(b) The Trustees shall hold Ordinary Meetings at least twice in each year. A special Meeting may at any time be summoned by any Trustee.
(c) The Trustee may from time to time appoint a Secretary and fix his remuneration.
(d) The Trustees shall keep or cause to be kept a Minute Book of their proceedings and proper books of account and all provisions of the law (if any) in relation to the accounts of the trusts of these presents shall be duly observed.
(e) Subject to these provision and to the rules of the trusts of these presents the Trustees may from time to time make regulations as to their meetings and the conduct of their business and otherwise as to the management of the trusts of these presents.
(f) Any resolution of the Board of Trustees circulated to all the Trustees, who may be in India and approved by at least two-third of them shall be valid an effectual as if it had been passed at a meeting of the Board of Trustees.
10. QUORUM :
(A) There shall be quorum when at least 2 (two) Trustees or 1/3rd of the number of Trustees for the time being whichever is higher are present at any of the meetings. Pending any vacancies the Trustees for the time being in less number than the quorum may validly act only for the purpose mentioned hereunder in Clause 10(B).
(B) If and whenever the number of Trusts has reached below 3 (three), the continuing Trustees shall appoint new Trustee(s) so as to make up the total number of Trustees for the time being to not less than 3 (three).
11. NOTICE OF MEETING
:
Any notice of meeting or for any other purposes required to be given to a Trustee under these presents shall be sent through courier or by speed post or by registered post to each Trustee at his/ her address mentioned hereinabove. Notice shall be deemed to have been received by the Addressee on the expiry of 4 (four) days from the date of its delivery in case of courier/ speed post and 7 (seven) days from the date of its delivery to the post office in case or registered post.
12. REGISTER OF MOVEABLE AND IMMOVEABLE
PROPERTIES :
The Trustee shall maintain a register of moveable and immoveable properties and assets of the Trust and shall keep it up to date by making additions to or alterations in the same if and when the properties or assets are purchase or disposed of by the Trustees and the Trustees shall physically verify the entries in such Register as least once in ever year and initial the same with date.
13. TRUST FUND :
The Trustees shall irrevocably hold and stand possessed of the said monies all of which are hereinafter for brevity’s sake referred to as :the Trust Fund or Corpus” which expression shall also include cash and other properties and assets moveable or immoveable and investments and deposits of any kind whatsoever into which the same or any part thereof may be converted, invested or varied from time to time or such as may be acquired by the Trustees or come to their hands by virtue of these presents and as donations, bequests, endowments, grants or by operation of law or otherwise howsoever in relation to there presents upon the trusts and with and subject to the powers provisions, agreements and declarations hereinafter declared and contained of and concerning the same. And it is hereby declared that this is an irrevocable Trust.
14. ENGAGEMENT TEAM OF EMPLOYEES / SERVICE PROVIDERS :
The Board of Trustees shall appoint Secretary(ies), Manager(s), Acountant(s), Clerk(s), Agent(s) and other servant(s) or employee(s) or consultants or services providers as may be required for the setting up the Trust on such terms and conditions as to fees, salary, wages, dearness allowance etc. as they consider fit and proper and shall have full power to dismiss any such employees and consultants and service providers, as they think fit and proper in their discretion.
15. COMMITTEE / SUB-COMMITTEE :
The Board of Trustees shall have power to form Committee(s0 and/ or Sub-Committee(s) with or without the Trustees, if necessary, as members to guide, supervise and execute any work or scheme or delegate all or any of the power of the Board of Trustees as approved by the Board of Trustees. Such Committee(s) / Sub-Committee(s) will be dissolved by the board of Trustees as and when the board so desires.
16. POWERS OF TRUSTEES
:
The Board of Trustees shall, interalia, have the following powers
(a) The Trustees shall at all times be vested with the ownership, control, management superintendence and supervision of the Trust and shall be entitled to exercise all powers required for the purpose of running and operating the same within the limits of the funds from time to time and for the time being at their disposal. The trustees shall from time to time have the power to make bye-laws and regulation for the management and administration of the Trust and Hospital and to alter add to and amend such rules from time to time with full power to alter and to amend such rules in regard to the conduct of their business as they may consider proper.
(b) Any of the Trustees may by power of attorney or other legal instrument authorize his co-trustee or any of them on his behalf to exercise the power or to do any act whatever in relation to the trusts hereof.
(c) The Trustee may manage all the lands and buildings whether of freehold or leasehold tenure which shall for the time being be held by the Trustees upon the trust of these present with all the powers in that behalf as absolute owners including power to sell, assign, let, mortgage, exchange or otherwise deal with any land or building and to erect pull down rebuild add to and repair houses and buildings and to improve and develop all or any of the said premises (with power to lay out and make and provide roads and conveniences and to lay out and appropriate any portions for squares, open spaces or gardens) and to insure against losses or damages by fire.
(d) The Trustees shall have the powers entirely at their discretion instead of acting personally to employ and pay any agent (including any Banks) to transact any business or to do any act whatever in relation to the trusts hereof including the receipt and payment of monies without being liable for any losses and shall be entitled to be allowed and paid all charges and expenses incurred thereby.
(e) To expand and/ or invest the funds of the Trust in such manner as they shall in their absolute discretion consider most beneficial for the Trust (including investment in Securities, fixed and other deposits, moveable or immoveable properties and any other category of investments as may be permitted by Section 11(5) of the Income Tax Act, 1961). PROVIDED that any of the above mod3es of investment are not forbidden by any law for the time being in force in the Union of India and subject to the provisions hereof, as they may deem fit, and to direct the sale or transposition of any such investments and to expand the proceeds of any such sale for the purpose of Trust or for mak9ing further investments as provided herein.
(f) To acquire / discharge in the name of Trust or the board of Trustees, build upon , pull down, re-build, add to, alter, improve, sell, let out on rent, exchange or sell/ dispose of, or mortgage or otherwise deal with any such land and/ or buildings or premises for the purpose of Trust or for making further investments as provided herein.
(g) To purchase, hold, sell or mortgage any kind of properties / equipments and assets for the purposes of Trust or by way of investments.
(h) To enter into contracts/ agreements/ arrangements etc. authorized by these presents, on behalf of the trust and to secure the fulfillment of any such contracts/ agreements/ arrangements.
(i) To borrow, for the purpose, authorized by these presents, monies upon security of any of the properties of the Trust and t grant or direct to be granted mortgages for securing thee same.
(j) To make, and from time to time to repeal or alter regulations for efficient management of the Trust and the affairs thereof an das to the duties of the honorary or salaried Secretary, or Secretaries, officers or servant of the Trust and as to the conduct of business by the committee of Management or any sub-committee or any of the matters or things within the powers or under the control of the Committee of the Management PROVIDED that the same shall not be inconsistent with the objects of the Trust.
(k) To pay all premium, revenues, rents, Municipal rates & taxes other charges and outgoings payable in respect of the Trust properties.
(l) To adopt lawful ways and means for recovery of any monies due to the Trust or for realization of any security or other properties, moveable or immoveable belonging to the Trust and to settle, adjust, compound, submit to arbitration, direct to withdraw actions, accounts, claims, demands, whatsoever whether arising from any legal proceedings or otherwise.
(m) To employ any staff as may be necessary for the administration and management of the Trust properties and of the institutions established by the Trust pursuant to these presents and to pay their salaries and at their discretion to remove such staff, to pay accounting and audit fees and incur all other necessary charges and expenses for administration and management of the Trust and the institutions thereunder.
(n) To sign, endorse and negotiate cheques, bills of exchange, drafts debentures, promissory notes and other Government and semi-Government local or public loans, papers and instruments, and to ask, command draw, realize, collect, compound, sign, endorse, negotiate all interests, dividends, coupons, warrants, bonuses and other benefits to accrue in respect of the Trust properties and the investments thereof.
(o) To delegate at their discretion all or any of their powers to any individual or a sub-committee or committees and to vary and/ or revoke such delegations.
(p) The Board of Trustees may from time to time open and maintain in the name of the Trust, bank account or bank accounts at such bank or banks, as it shall from time to time decide any may at any time pay or cause to be paid any monies of the Trust to the credit of any such account or accounts or close or cause to be closed the same on deposit with any banker or bankers and to withdraw monies from such account or accounts.
(q) To sanction recurring expenses and non-recurring expenses.
(r) To initiate and/ or defend legal proceedings on behalf of the Trust as and when necessary. To enter into strategic alliance with Tata Memorial Centre, Mumbai, for all or any of the purposes of the Trust on such terms and conditions as they think fit including appointing their nominees on the Board of Trustees or as functionaries of the Trust.
(s) To transfer the management of the trust to any other trust, society, or other entity having similar objects as this Trust on such terms and conditions as the trustees may think fit and proper.
In such an event, the Trustees shall have a right to nominate such number of nominees as
they may decide, from time to time, on the Managing Committee or such other governing
body of that trust/ society / entity.
17. LIABILITIES OF TRUSTEES :
The Trustees shall be respectively chargeable only for such monies, stocks, funds, securities and other property as they shall respectively actually receive notwithstanding their respectively signing any receipt or cheques for the sake of conformity and shall not be answerable or responsible for the acts, receipts, omissions, neglects and defaults of any Banker, broker, auctioneer or other persons within whom or into whose hands any Trust monies or securities may be deposited or for any other loss unless the same shall happen through their own negligence, willful default or omission or breach of trust,
mis-application or misconduct.
18. REIMBURSEMENT OF EXPENSES :
The Trustee(s) of these presents for the time being may reimburse themselves, himself or herself and pay and discharge out of the funds or monies in their hands all the expenses incurred in or about the execution of the Trust or the Powers of these presents. The Trustee may also be paid actual traveling expenses for attending meetings of the Trust or its Committee(s) or Sub-Committee(s). The details of all payments and reimbursement made to any Trustee shall be placed before the succeeding meeting of the board of Trustees.
19. MANAGEMENT :
(a) The Trust shall, wholly at its discretion, enter into such agreement for transfer of the management, control, and administration of the Hospital and Research Institution to the Society, and if so thought fit, also the ownership of the Hospital and Research Institution to the Society on such terms and conditions as may be decided by the Trustees from time to time.
(b) The Rules and Regulations of the said Society shall provide that majority of the members of the Executive Committee or the Governing Council of the Society shall be appointed in accordance with such Rules and Regulations expressly on the recommendation of the Trust. In default of the Society not accepting the recommendations the Trust shall be entitled to terminate the arrangement between the Trust and the Society or take such other action as may be required to ensure fulfill of the objects of the Trust.
(c) The Trustees may lay down any policies and directions but shall not be responsible for any acts or defaults of the Society.
20. POWER TO FRAME RULES :
The Board of Trustees may from time to time prescribe further rules and bye-laws for the governance of the Trust and any of the institutions as it may establish pursuant to these presents and as to the meetings of the Trustees the mode of convening the same and the conduct of business thereof and otherwise as it may think fit and may also delegate any powers and duties to any committee or committees or person or persons consisting of such of the Trustees and outsiders as they may appoint for such purposes and may at their discretion amend such rules and bye-laws.
21. SURPLUS INCOME :
The surplus and unapplied portion of the said income, if any, arising in any one or more year or years shall be accumulated by investing the same and the resulting income thereof from time to time to any of the investments in which the Trust funds are hereby directed or authorized to be invested and may be credited to an account to be called “Revenue Accumulation Account” and the said Trustees shall have power in any subsequent year or years to expend and apply such surplus in the same manner and to the same extent as if such accumulation or parts thereof had been part of the income of the year or years in which the same sought to be expended and applied as aforesaid.
22. INVESTMENT :
Subject to the provisions of any law applicable in regard to investment of funds for the time being in force and applicable to this Trust the Trustees may invest the Trust Funds and every part thereof in any stocks, shares, securities, mutual funds, debentures, loans, deposits, in construction or purchase or mortgage of any immoveable properties and in any other investments as permitted by Section 11(5) OF THE Income Tax Act, 1961 and as the Trustees may think fit and may vary or transpose any investment into other or others of a like or other nature hereby authorized or authorized by law for investments of the Trust funds including under Income Tax Act, 1961 or any statutory modification or re-enactment thereof.
23. OFFICIAL LANGUAGE OF THE TRUST :
The official language of the Trust shale be English. However, when necessary other language may also be used in the management and administration of the Trust.
24. BOOKS OF ACCOUNTS :
(A) The Board of Trustees shall cause to be kept and maintain proper books of accounts in respect to the sums or monies received and expended by the Trustees and all the matters in respect of which such receipts and expenses relate to and all the properties and assets for the time being vested in them and for all liabilities and obligations (existing or future) in connection therewith.
(B) The Balance Sheet and Income and Expenditure Account of the Trust shall be prepared and audited at least once in each financial year by a recognized firm of Chartered Accountant and placed before the Board of Trustees at a meeting to be held as far as possible not later than 6 (six) months of the date up to which such accounts have been made. The Trustee shall appoint the auditors every year and fix their remuneration at the meeting so held.
25. BANK ACCOUNT :
(A) All accounts in the bank shall be maintained in the name of the Trust.
(B) Such account shall be operated jointly by any 2 (two) of the Trustees or any other person to whom the authority to operate the account may be delegated by the Trustees by a resolution passed in this behalf as may be decided by the Board of Trustees from time to time.
26. FINANCIAL YEAR :
The financial year of the Trust shall be from 1st April to 31st March each year.
IN WITNESS WHEREOF the parties hereto have executed these presents the day, month and year first hereinabove written.