MEMORANDUM OF ASSOCIATION

4. Welfare Fund means fund constituted under the Centre by contribution from the employee members, associate members, Management and such other source for the welfare of the employees, members of their family and the community to which they belong.

5. Committee means the Committee constituted for the administration for the Welfare Centre with representatives of the employees and the Management.

6. ‘Accounting year’ means the period from 1st April to 31st March.

a. Member means employee member and associate member.

b. Employee member means employees who have been granted membership in the Centre and who pays contribution, donation etc. regularly.

c. Associate member means a member of the community to which the employee member belongs, who has been granted membership by the unanimous decision of the members of the committee and the Management and who pays contributions, donations etc regularly.

IV. OBJECTS:

i. To promote and diffuse knowledge on farm mechanisation, agriculture development, production technology and other related subject.

ii. To promote education and development of work culture among the community.

iii. To establish and inculate educational research programme in to the public.

iv. To promote family planning measures among the community in the Area.

v. To establish a family support service programme to help families of the employees.

vi. To extend medical relief by providing medical facilities supply of medicines to the workers of KAMCO, their family members and the community to which they belong.

vii. To render financial assistance to the residents of Nedumbassary Panchayath for the following purposes as decided by the Managing Committee:-

a. For promoting Family Welfare Programme sponsored by the Government or Local self Government authorities.

b. For Cancer detection camps organised by the Government or Government agencies.

c. For Eye Treatment camps organised by the Government or Government agencies.

d. For arranging noon meals for poor school children in the said Panchayath Area.

e. For providing text book/uniforms to the economically backward children in the said Panchayath Area.

f. However rehabilitation programme for mentally retaired which is sponsored by Government/Government Agencies. However these provisions shall be subject to such limitation and guidelines as may be decided unanimously by the Committee and Management.

viii. To promote, facilitate and to aid any other objects of general public utility beneficial to the employees, members of their family and the community to which they belong without any motive for profit.

ix. Further to the objects mentioned in sub clause (i) to (viii) clause 3 of the Welfare Centre shall carry out the objects for which it is established as per the decision taken by the Managing Committee for which they have been authorised.

The activities of the Centre shall be charitable and its beneficiaries shall be members of the general public without any distinction whatsoever. The Executive Committee of the Centre shall not be entitled to any remuneration out of or from the Centre’s fund and properties. If any one of the objects specified in clause 3 of these presents are held not to be objects of the public charitable nature, the Executive Committee shall not carry out such object or objects as if the same are not incorporated in these presents, but the public charitable purpose shall not be affected in any manner.

I. MEMBERSHIP

i. Employee Members

a. Any permanent employee of the Kerala Agro Machinery Corporation Ltd., Athani, can voluntarily become the member of the Centre on payment of admission fee and subscription regularly. An employee shall apply for membership in the prescribed form and authorise company to deduct from his/her salary/wages/bonus for subscription to the Centre. Any employee who gets employment after the Centre came into operation shall be eligible to become a member of the Centre provided he/she pays subscription and member ship fee from the very month of his /her permanency in the post of the company.

b. After joining the Centre if any member withdraws his membership at any time he/she shall forfeit his/ her contribution given till then and shall not be eligible for any benefit as per the Centre under any circumstances.

c. When a member ceases to be an employee of the company/ when the company dismiss/ discharge any employee, his membership in the Centre shall also cease automatically.

d. An employee who withdraws his/her membership shall not be re-admitted to the Centre.

i. Associate Members

a. Any member of the community to which the employee member belongs can voluntarily become the member of the Centre and on payment of admission fee and subscription regularly.

b. The associate member shall be admitted by the unanimous decision of the Managing Committee. The Managing Committee shall have absolute discrition either to accept or reject the application of any person without assigning any reason therefore.

c. Any member whose conduct in prejudicial to the interest of the Centre or who has committed fraud with regard to the funds of the Centre shall be expelled by a resolution passed by at least ¾th majority of the members present and voting in favour there of at the General Body meeting after giving such member a reasonable opportunity to explain his conduct.

II. OPERATION OF THE FUND OF THE CENTRE

a. All monies pertaining to the fund shall be invested as per the decision of the Managing Committee from time to time. The bank account shall be operated jointly by any Two of the office bearers of the committee namely Chairman, Secretary or Treasurer.

b. The funds of the Centre shall be utilised for the purpose for which the Centre is established and as per the decision of the Managing Committee.

III. CONSTITUTION OF THE MANAGING COMMITTEE

a) The Managing Committee will comprise of :-

One Chairman

One Vice- Chairman

One Secretary

One Treasurer

Four Members

The following shall be the First Member of the Managing Committee:-

Sl.No	Name & Address/Occupation	Designation
1	MR. M.K.C. NAIR, ANUPAMA,ROSE LANE THOTTAKKATTUKARA, ALUVA(SERVICE)	CHAIRMAN
2	MR.K.E. PRATHVIRAJAN KAPRAKATHU HOUSE, OKKAL(SERVICE)	VICE – CHAIRMAN
3	MR.D. RADHAKRISHNAN KOOTUGAL HOUSE, PUNNAPPRA ALLEPPEY (SERVICE)	SECRETARY
4	GOPALAKRISHNAN KOKKAPARA HOUSE, DESOM ALUVA (SERVICE)	MR.E. TREASURER
5	MR. L.AYYAPPADAS, SHREE BHAVANAM KAKKODI P.O. CALICUT (SERVICE)	MEMBER
6	MR.T.P.R.NAIR, KONNAKUTTAM HOUSE CHIRAYINKIL P.O.,TRIVANDRUM(SERVICE)	MEMBER
7	MR.A.M.VARGHESE,AZHAKATHU HOUSE KEEZHILLOM P.O.,ALUVA(SERVICE)	MEMBER
8	MR. V.M.NARAYANAN, VADAKUMBAT MEETHAL HOUSE,KALPATHUR P.O., VIA MEPPAYUR, CALICUT(SERVICE)	MEMBER

A Committee consisting of one representative of each recognised union and an equal number of Management representatives who are members of the Centre will be constituted for administration of the Centre. The representatives of the Management will be nominated by the company and the representatives of the union will nominated by the respective unions. The term of office of the Committee will be one year from the date of constitution of the committee. However, the Management as well as the recognised unions will have the right to withdraw their nominees and fill up such vacancies by fresh nomination for the rest of the life of the Committee. The Managing Director of KAMCO shall be the patron of the Centre.

The committee will elect the Chairman, Vice- Chairman, Secretary and Treasurer of the Centre. If the Chairman is from among the representative of the Management, the Secretary will be from among the representatives of the recognised unions and viceversa. All the members of the Managing Committee shall be elected in the general meeting of the Centre. The day to day affairs of the Centre shall be managed by the Managing Committee. The members of the Managing Committee will be from the category of employee members.

b) Tenure of Managing Committee

The Tenure of the Managing Committee shall be one year.

c) Vacancy in the Managing Committee

All the members of the committee shall automatically cease to so

1) If he/she fails to attend three consecutive meetings of the committee without sufficient cause or without the previous permission of the Chairman in writing.

d) Functions of the Managing Committee

i. To admit members – The Managing Committee shall decide the effective date from which an employee member shall deem to have been admitted.

ii. To manage the day to day working of the Centre and to frame rules and regulations thereof. The Managing Committee shall also make rules for fulfillment of the objects for which the Centre is established.

iii. To raise funds by means of contribution, donation, loans, gifts etc.

iv. To administer the funds and properties of the Centre.

v. To deposit the funds in Bank authorised by the Committee, to authorise Chairman, Vice-Chairman, Secretary and Treasurer to operate Bank account in the name of ‘KAMCO WELFARE CENTRE’. The account shall be operated only by the joint signatures of any two of the office bearers.

vi. To incur expenditure for carrying out other objects of the Centre as the executive committee may think fit.

vii. To prepare the annual statement of the accounts, to pass the periodical expenditure and to prepare the annual report on the working of the Centre.

viii. To appoint, suspend, dismiss or discharge the employees of the Centre.

ix. To enroll and consider the application for membership and to remove members in accordance with Rule 5(d)

x. To fill the vacancy in the Executive Committee by co-opting new members at the Committee’s discreation.

xi. To enter into, carry out, modify, rescind or cancel contracts on behalf of the Centre.

xii. To do such other things as are incidental or conducive to the achievements of the Centre.

e) Duties of Managing Committee

i. Chairman – He shall preside over all the meeting and offer his suggestions in its deliberations.

ii. Vice-Chairman – In the absence of the Chairman, The Vice-Chairman shall preside over all the meetings.

(Note – In the absence of both the Chairman and Vice- Chairman, any other member present may be chosen by those assembled, then to preside over such meetings, if it is so urgent, and the decision taken at such meetings shall be binding on the chairman and Vice- Chairman as also all others.)

iii. Secretary

a. Convene all statutory meeting.

b. Sent notices of all meetings to the persons concerned.

c. Record the minutes of the meetings.

d. Keep and maintain all records of the Centre.

e. Act as the correspondent of the Centre.

f. Receive all communications addressed to the Centre and place them before the committee as the case may be.

iv. Treasurer

a. It shall be the duty of the Treasurer to keep the accounts of the Centre and he/she shall be responsible for the rendering of the proper accounts and financial statements to be placed before the executive committee.

b. He/She shall accept money and pass proper receipts thereof on behalf of the Centre.

c. He/She shall bank all the moneys received on behalf of the Centre, either on the next day or latest within two days of receipt. However he/she shall keep on hand a sum of Rs.1, 000/- (Rupees One thousand only) for contingent expenses of the Centre, with the approval of the committee.

d. He/She shall furnish all the information regarding the financial position of the Centre to the Secretary as and when required.

v. Committee Members

Committee members shall assist the office bearers as instructed by the Secretary in the day to day working of the Centre and shall attend all meetings.

vi. Meetings

i. Annual General Meeting of the Centre shall ordinarily be held by June of every year and its quorum shall be ten members.

ii. A meeting of the executive committee shall be held at least once in a three months.

iii. An Extra-ordinary General Meeting shall be convenced by the Chairman or Secretary under instructions from the committee or receipt of a requisition signed by at least 1/3 of the total number of members of the Centre.

iv. Notice of the General Body meeting of the Centre shall be given to the members of the Centre at least one week before the date fixed for such meetings, stating the place, date and time and the business to be transacted at such meetings.

v. Notice of Executive Committee meetings shall be given to the members concerned, at least three days before the date so fixed, maintaining the place, date and time.

IV. WORKING OF THE COMMITTEE

i. The Chairman shall preside over the Committee meetings. In the absence of the Chairman, the Vice-Chairman shall preside over the meeting. In the absence of the Chairman and Vice-Chairman, the Chairman elected by the members present shall preside over the Committee meeting.

ii. The Secretary of the Centre shall keep the proper records and other books of accounts.

iii. The quorum for the meeting shall be four, out of which two should be the representatives of the Management and two representatives of the recognised unions.

iv. The Committee shall meet at least once in three months and in case of emergency, at the discretion of the Chairman or at the request of three or more Committee members.

v. The sanctioning of the benefit to the members their nominees or other will be done on the unanimous opinion of the members of the Committee and Management. However except for the admission of associate members, it will be left to the majority of the member to decide any matter on which unanimous opinion could not be arrived at, the Chairman shall have a casting vote in case of equality of votes both sides. The decision of the committee will be implemented by the Secretary of the Centre.

V. CONTRIBUTION TO THE FUND OF THE CENTRE.

i. An employee who joins the Centre and who contributes the following shall become a member of the Centre.

a) An entrance fee of Rs.5/- from his/her wages/salary at the time of joining the Centre.

b) Monthly contribution of Rs.10/- from his/her wages/salary.

c) Annual contribution of Rs.20/- from the salary/wages/annual bonus as the case may be.

ii. The Committee shall receive donations/grants given by any well-wisher to the fund, whether a person, association, a body corporate etc.

iii. The Management will contribute an amount equal to the monthly contributions and annual contributions of the employees.

iv. An employee who is on the rolls of the Company at the time of forming the trust if he desires to join as a member. Shall have to join and pay the contribution.

v. All permanent employees who were eligible for membership of the Centre and have not joined the same on the date of their eligibility will be permitted to join the Centre, provided they are prepared to make payment of the arrears of contribution from the date of commencement of the Centre.

vi. Any defaulted contribution due from a member on account of loss of pay etc., such amount will be recovered as arrears from wages/salary.

vii. The contribution once paid to the Centre will not be refunded under any circumstances subject to the rules mentioned earlier.

viii. An associate member shall give an annual subscription of Rs.100/- to become a member. However, the Company will not contribute matching contribution in the case of associate member.

VI. RESOLUTIONS

A declaration by the Chairman that a resolution has been carried or lost and an entry to that effect in the books of the proceedings of the meetings of the Centre shall be conclusive evidence to that effect.

VII. AMENDMENT

These presents may be added to, repealed or amended, by a resolution passed at a General Body meeting, provided that at least 2/3rd of the members present at such meeting and entitled to vote, vote in favour of such amendment. Not less than 10 days notice shall be given of such meetings and a copy of the proposed alteration, addition or deletion shall accompany. However, no amendment to the Memorandum and Rules and Regulations will be made without the prior approval of the Commissioner of Income tax.

Any matter, on the adjudication of which no provision is made in these rules shall be decided by the Executive Committee and shall be final and binding on the members.

VIII. DISSOLUTION

The Cente must be dissolved by a resolution passed in that behalf at a Special General Body meeting of the members of the Centre convened for that specific purpose, for which at least one month’s notice shall be given to the members; provided that on the motion for dissolution being proposed and seconded, a majority of ¾th of the total membership of the Centre vote in favour thereof. In the event of such dissolution, the surplus funds and effects of the Centre shall be transferred to some other similar institutions as may be determined at the very same meeting or vest with the Government.

IX. AUDITING

The accounts of the Centre will be audited during the first year by M/s. Warrier & Warrier, Chartered Accounts, Ernakulam and subsequent years will be audited by the auditors appointed by the General Body.

We certify that this is the true copy of the Bye-law that has been approved at the meeting held on day of 1993. The Centre shall be registered Under the Travancore-Cochin Literary, Scientific and Charitable Societies Registration Act, 1955.

1. MR. M.K.C. NAIR (CHAIRMAN)

2. MR. K.E.PRATHVIRAJAN (VICE-CHAIRMAN)

3. MR. D.RADHKRISHNAN (SECRETARY)

4. MR. E.GOPALAKRISHNAN (TREASURER)

5. MR. L.AYYAPPADAS (MEMBER)

6. MR. T.P.R. NAIR (MEMBER)

7. MR. A.M.VARGHESE (MEMBER)

8. MR. V.M.NARAYANAN (MEMBER)

X. SCHEME FOR PROVIDING BENEFITS TO THE MEMBERS FROM THE CENTRE

I. When a member retires under the Company’s rules, he/she shall be paid Rs.1,000/- up to 31^st March, 1996 per year of membership and from 1^st April, 1996 Rs.2,500/- per year of membership, subject to a ceiling of Rs.50,000/-, 6 months or more will be treated as one year of service in the fund.

II. In the event of death of a member while in service, his/her nominee/legal heirs shall be paid Rs.50,000/-. The nomination given by the employee to the Trustees of P.F. shall be deemed to be a valid nomination for this purpose.

III. In the event of death of a member while in service, due to any reason whatsoever, the Secretary of the Centre reserves the right to effect immediate payment of a lumpsum amount of 3,000/- to his/her nominee/legal heirs for the funeral and other incidental purposes, such payment shall be exclusive of the financial aid the nominee is eligible under the Scheme.

IV. In the event of retirement/resignation of a member from the Company’s service on account of permanent disability rendering him/her unfit for employment, he/she shall be paid Rs.1, 000/- per every completed year of membership in the Centre, subject to a maximum of Rs.20, 000/- provided the fact of permanent disability is duly certified by a medical officer not below the rank of a Civil Surgeon and also subject to the satisfaction of the Committee about the disablement. Six months or more will be treated as one year of membership in the Centre.

V. In the event of resignation of a member from the service of the Company, he/she shall be paid his/her contribution lying in the Fund on the date of resignation.

VI. For the hospitalised treatment of employees for serious and chronic illness and long absence required thereon and when such absence is duly authorised by the Company, financial assistance will be extended as detailed below.

a) For continuous absence exceeding 14 days up to 29 days -Rs. 500.00

b) For continuous absence exceeding 29 days up to 45 days - Rs. 1, 000.00

c) For continuous absence exceeding 45 days - Rs.2, 500.00

Absence on account of illness and hospitalisation should be supported by medical certificate from a hospital and subject to the screening of the Committee and will be eligible only once in a year. It may not be applicable for maternity/miscarriage purposes.

VII. Children of members who pass the SSLC Examination scoring a minimum of 80% or above of the total marks shall be given a grant-in-aid of Rs.1,000/-.

VIII. An employee who is discharged or dismissed from the Company’s service for misconduct shall be eligible for his/her contribution lying in the fund on the date of dismissal.

A. A member or dependent eligible for the assistance from the Scheme shall submit his/her application in the prescribed form and the Committee shall scrutinise the application and shall take necessary decision on this application within a period of three months from the date of application.

B. Resolved that sub-clause i(a) of clause VII regarding “Contribution to the fund of the Centre” of the Bye-laws be and is hereby amended as under with effect from 9^th July, 1998 subject to the approval of Income Tax Commissioner as well as the General Body of the KAMCO Welfare Centre.

Existing	Amended as
An entrance fee Rs.5/- from his/her wages/salary at the time of joining the Scheme.	An entrance fee/Admission fee of Rs.10/- from his/her wages/salary at the time of joining the Scheme.

XI. MEMORANDUM OF ASSOCIATION OF KAMCO WELFARE CENTRE

1. NAME : The Name of the Institution shall be ‘KAMCO WELFARE CENTRE’.

2. OFFICE : The Office of the institution shall be situated at the Registered Office of Kerala Agro Machinery Corporation Limited, Athani, Ernakulam District.

3. THE OBJECT FOR WHICH THE CENTRE IS ESTABLISHED ARE:

i. To promote and diffuse knowledge on farm machanisation, agriculture development, production technology and other related subject.

ii. To promote education and development of work culture among the community.

iii. To establish and inculate educational research programme into the public.

iv. To promote family planning measures among the community in the area.

v. To establish a family support service programme to help families of the employees.

vi. To extend medical relief by providing medical facilities supply of medicines to the workers of KAMCO, their family members and the community to which they belong.

vii. To render financial assistance to the residents of Nedumbassery Panchayath for the following purposes as decided by the Managing committee:-

a. For promoting Family Welfare Programme sponsored by the Government or Local Self-Government authorities.

b. For Cancer detection camps organised by the Government or Government agencies.

c. For Eye treatment camps organised by the Government or Government agencies.

d. For arranging noon meals for poor school children in the said Panchayath Area.

e. For providing text book/uniforms to the economically backward children in the said Panchayath Area.

f. However rehabilitation programme for mentally retaired which is sponsored by Government/Government Agencies.

g. However these provisions shall be subject to such limitation and guidelines as may be decided unanimously by the Committee and Management.

ix. Further to the objects mentioned in sub clause (i) to (viii) of clause 3 the Welfare Centre shall carry out the objects for which it is established as per the decision taken by the Managing Committee for which they have been authorised.

The activities of the Centre shall be charitable and its beneficiaries shall be members of the general public without any distinction whatsoever. The Executive Committee of the Centre shall not be entitled to any remuneration out of or from the Centre’s fund and properties. If any one of the objects specified in clause 3 of these presents are held not to be objects of a public charitable nature, the Executive Committee shall not carry out such object or objects as if the same are not incorporated in these presents, but the public charitable purpose shall not be affected in any manner.

We the several persons, whose names and addresses are given below, are desirous of registering the Centre under the Travancore Cochin Literary, Scientific and Charitable Societies Registration :-

Sl.No	Name & Address/Occupation	Designation
1	MR. M.K.C. NAIR, ANUPAMA,ROSE LANE THOTTAKKATTUKARA, ALUVA(SERVICE)	CHAIRMAN
2	MR.K.E. PRATHVIRAJAN KAPRAKATHU HOUSE, OKKAL(SERVICE)	VICE – CHAIRMAN
3	MR.D. RADHAKRISHNAN KOOTUGAL HOUSE, PUNNAPPRA ALLEPPEY (SERVICE)	SECRETARY
4	GOPALAKRISHNAN KOKKAPARA HOUSE, DESOM ALUVA (SERVICE)	MR.E. TREASURER
5	MR. L.AYYAPPADAS, SHREE BHAVANAM KAKKODI P.O. CALICUT (SERVICE)	MEMBER
6	MR.T.P.R.NAIR, KONNAKUTTAM HOUSE CHIRAYINKIL P.O.,TRIVANDRUM(SERVICE)	MEMBER
7	MR.A.M.VARGHESE,AZHAKATHU HOUSE KEEZHILLOM P.O.,ALUVA(SERVICE)	MEMBER
8	MR. V.M.NARAYANAN, VADAKUMBAT MEETHAL HOUSE,KALPATHUR P.O., VIA MEPPAYUR, CALICUT(SERVICE)	MEMBER

AMENTMENTS

Amendment –1

APPROVED ON 28^TH MEETING OF THE MANAGING COMMITTEE OF KAMCO WELFARE CENTRE HELD ON 28.06.2002 AND APPROVED BY THE 7^TH ANNUALGENERAL MEETING OF THE MEMBERS OF KAMCO WELFARE CENTRE

HELD AT 17-07-2002

Reference to clause number of the Scheme

Existing provisions

Amendment proposed

For the hospitalised treatment of employees for serious and chronic illness and long absence required thereon and when such absence is duly authorised by the company, financial assistance will be extended as detailed below :

a) For continuous absence exceeding 14 days up to 29 days – Rs.500/-

b) For continuous absence exceeding 29 days up to 45 days – Rs.1,000/-

c) For exceeding 45 days –Rs.2,500/-

Absence on account of illness and hospitalisation should be supported by medical certificate from a hospital and subject to the screening of the committee and will be eligible only once in a year. It may not be applicable for maternity/miscarriage purpose.

The clause is deleted in full.

VII

Children of members who pass the S.S.L.C. examination scoring a minimum of 80% or above of the total marks shall be given a grant-in-aid of Rs. 1,000/-

a) A grant-in-aid of Rs. 1,000/- will be given to one student each in Malayalam and English media who pass SSLC or equivalent examination securing the highest percentage of mark among the wards of members in a year.

b) A cash award of Rs.500/- will be given to one student who is a resident of Nedumbassery Panchayath and who obtains the highest mark in the SSLC Examination from a school in the Panchayath in a year.

A student who is eligible for grant-in-aid as per Scheme VII (a) above will not be eligible for this cash award.

Amendment -2

APPROVED ON 29^TH MEETING OF THE MANAGING COMMITTEE

OF KAMCO WELFARE CENTRE HELD ON 26.03.2003 AND APPROVED BY THE 8^TH ANNUAL GENERAL MEETING OF THE MEMBERS OF KAMCO WELFARE CENTRE HELD AT 30-07-2003

Reference to clause number of the Scheme

Existing provisions

Amendment proposed

VII

a) A grant-in-aid of Rs.1, 000/- will be given to one student each in Malayalam and English media who pass SSLC or equivalent examination securing the highest percentage of mark among the wards of members in a year.

A student who is eligible for grant-in-aid as per Scheme VII (a) above will not be eligible for this cash award.

A grant-in-aid of Rs.1, 000/- will be given to one student each in Malayalam and English media who pass SSLC or equivalent examination securing the highest percentage of mark among the wards of members in a year.