PF Trust Deed

MURATA MACHINERY BANGLADESH LTD. EMPLOYEES CONTRIBUTORY PROVIDENT FUND TRUST DEED …………………………………………………………….. This INDENTURE made this day of 1st Day of May 2017 between MURATA MACHINERY BANGLADESH LTD. A Company incorporated and registered under the Company Act, 1994 and its office at Paradise Tower (5th Floor), Plot No. 11, Road No. 2, Sector No. 03, Uttara, Dhaka-1230, Bangladesh. (Herein after called the company of the ONE PART) and Mr. Futoshi Miyamoto, Managing Director, Murata Machinery Bangladesh Ltd. Mr. Salauddin Ahmed, General Manager, Murata Machinery Bangladesh Ltd. Mr. Khandoker Zahidul Azad, Senior Officer, Murata Machinery Bangladesh Ltd. Mr. Muhammad Rafiqul Islam, Assistant Manager, Murata Machinery Bangladesh Ltd. Mr. Md. Ahshan Kabir Khokan, Senior Engineer, Murata Machinery Bangladesh Ltd. Ms. Umme Tonima, Admin Assistant, Murata Machinery Bangladesh Ltd. (Herein after called the TRUSTEES) of the OTHER PART WHEREAS the company has determined to institute a Provident Fund for the benefit of its employee and such other class of the employees as may be admitted to the fund by the Board of Directors of the Company. NOW THIS INDENTURE WITHNESS HERE UNDER: A Provident Fund entitled “MURATA MACHINERY BANGLADESH LTD. EMPLOYEES CONTRIBUTORY PROVIDENT FUND” (herein after called THE FUND) is established with effect from 1st May, 2017 for its employees subject to the Rules made hereunder (herein after to as “THE RULES”) The Trust fund is constituted out of the contributions by the members of the Fund and Company in equal proportion or as determined from time to time by the Company and the member as provident in the Rules made hereunder. The trustees shall run time to time pay/deposit all monies received by them to the credit of an account opened in the name of “MURATA MACHINERY BANGLADESH LTD. EMPLOYEES CONTRIBUTORY PROVIDENT FUND” with the United Commercial Bank Limited, Corporate Branch, Dhaka or such other Schedule Bank in Bangladesh as may be determined from time to time. The Trust hereby declared shall be irrevocable save with the consent of the beneficiaries and no money to the fund in the hands of trustees shall be recoverable by the company under any pretext what sever neither shall the company have any lien nor charge of any description on the same and expect as provided by the income tax ordinance 1984 and Rules made thereunder. The Rules and Regulations here to annex, shall be the Rules and Regulations governing by the said Fund subject to time as may be permitted by these presents. The Rules as made here under shall be interpreted by the Trustees whose decision shall be binding upon all the members. The Trustees may at any time with the consent in writing of the company alter vary, modify rescind, add to or cancel any of the provisions of these present or of the said Rules and Regulations of the Funds provided that no alteration, variation, modification, revision, addition to or cancellation of any of the provisions of these present or of the said Rules and Regulations shall affect the rights of any members in respect of any money belonging to the fund already in the hands of the Trustees and provided that the power contained in this clause shall not be exercised without the previous consent of the Commissioner of Income Tax having jurisdiction over the Fund. The fund so created out of the contributions of the Company and the members shall be vested in the Trustees who shall hold and apply the same as per Rules and Regulations of the Fund. No Trustees shall be chargeable otherwise than in respect of money of securities actually received by him/her notwithstanding to his/her signature to any receipt for the sake of conformity and he/she shall be answerable only for his/her own acts, receipts or neglects of defaults and not for those of any other Trustees nor of any Banker or other person with whom money of the Fund of any investments representing the same be deposited or upon whose advice of opinion the Trustee may act, nor shall be answerable of accountable for the insufficiency of deficiency of any securities, nor for any other loss, however arising save as happens through his/her own willful default, negligence of fraud. Every Trustee shall be indemnified out of the Fund in respect of any loss for any reason other than his/her own willful default, negligence of fraud and he/she shall also be indemnified out of the Fund against all proceeding, suits, claims, cost, damages and expenses and expenses occasioned by any claim in connection with the Fund not arising from its own default, negligence of fraud. The expenses of formation of the Fund shall be borne by the company, but the expenses of management may be borne by and be a charge on the Fund, The Trustees shall be entitled to employ such staff and pay for such professional service as they may consider necessary in connection with the management of the Fund. Any Trustee may at any time by a “power of attorney” delegate all or any of the power, authorities and discretion vested in him/her to such person or persons as he may with the consent, in writing of the Company. The Trust Fund shall be administered by a majority decision and if there are equal divisions, the opinion of the chairman shall prevail. All members shall be deemed to have read and understood the Rules and be bound by them and addition, alternation and amendment of repeal that may be made thereafter. A Trustee shall not be entitled for any type of remuneration for the management of the Fund. The office of the Trustee shall be vacated if he/she dies, or voluntarily resigns, or found to be unsound mind, or is adjudged an insolvent or is permanently absent from Bangladesh or is removed by a resolution of the Company. Not with standing any vacancy in the number of Trustees, the surviving or continuing Trustees shall be competent to act provided the number does not fall below three. The Trust here by created shall be governed by any and be subject to the laws of the Governed by and be subject to the laws of the Government of Bangladesh for the time being force. IN WITNESS WHERE OF the Company has affixed its Common seal and caused these presents signed and the Trustees have here into set their respective hands and seals the day and year above written. Signed, Sealed and Delivered on behalf of MURATA MACHINERY BANGLADESH LTD. By Signed by the Trustees MR. SALAUDDIN AHMED MR. KHANDOKER ZAHIDUL AZAD (FUTOSHI MIYAMOTO) Managing Director MR. MUHAMMAD RAFIQUL ISLAM MR. MD. AHSHAN KABIR KHOKAN MS. UMME TONIMA In the presence of Mr. Rizwanul Karim: …………………………. Mr. Sahabuddin Shk.:…………………………. Ms. Khadizatul Kobra:………………………… MURATA MACHINERY BANGLADESH LTD. Paradise Tower (5th Floor), Plot No. 11, Road No. 2, Sector No. 03, Uttara, Dhaka-1230. …………………………………………………………….. EMPLOYEES CONTRIBUTORY PROVIDENT FUND RULES …………………………………………………………….. …………………………………………………………….. SHORT TITLE, EXTENT AND COMMENCEMENT: The Rules may be called “MURATA MACHINERY BANGLADESH LTD. EMPLOYEES CONTRIBUTORY PROVIDENT FUND RULES.” These shall apply to all staff and workers of the company including the officers. These shall come into force with effect from 1st of May 2017. DEFINITIONS: In these Rules, unless there is anything repugnant in the subject or context. “The Rules” mean these Rules herein provided including any amendment thereto for the time being in force in respect of the Fund. “The Fund” means and includes the money and the investment for the time being representing the same and called “Murata Machinery Bangladesh Ltd. Employees Contributory Provident Fund Rules.” “The Company” means Murata Machinery Bangladesh Limited. “Trustee” and “Trustees” respectively mean Trustee and Board of Trustees for the time being of the Fund. “Employee” means an employee of the company whose service has been confirmed. ‘Board” means the Board of Trustees of the fund. “Secretary” Means the member Secretary of the Board of Trustees. “Member” Means a member of the Provident Fund. “Month” means a Gregorian Calendar month. “Pay” means the monthly basic pay of an employee. “Leave” means any kind of leave sanctioned by Competent Authority. “Service” means the continuous service with the Authority. “Subscriber” means a member of the Fund who Subscribes under the Rules. “Year” means a financial year, which begins on the First day of April and ends Thirty first day of March. “Family” means the spouse, children’s of a member and the widow’s and children’s of a deceased member. MANAGEMENT OF THE FUND: The Fund is to be vested in and managed by a Board of Trustees which is Consisted by six members in numbers. The Board of Trustees is shown below: The Project Head-Chairman of Board of Trustees-(EX-officio) General Manager- Member Secretary of Board of Trustees-(Ex-officio) Two members are to be nominated from the management as Employee’s representative. Two members are nominated by the general employees by the management as Employee’s representative. General Manager shall act as the secretary of the Fund of the Board of Trustees. Three Trustees including the Chairman shall form a quorum for transacting the business of the Fund at a meeting. The Trustee meet as and when required at least 3 (three) clear days’ notice for a meeting. Resolution of the Trustees may be passed by circulation signed by at least three trustees one of whom shall be the chairman of member secretary. It shall be the duty of the Trustees to see that these Rules are properly observed and implemented. They shall keep proper books and accounts which shall not be removed from the officers of the company. They shall prepare the annual accounts for audit purpose and make available particulars regarding individual member on reasonable notice being given. The Trustee shall manage the Fund and shall be vested with all the powers, authorities and discretion necessary and expedite for that purpose. MEMBERSHIP: An employee of the company appointed against permanent vacancy will become eligible for membership of the Fund from the date of joining. Prior to apply for membership, the company shall supply a copy of the provident Fund Rules to the employee. If and when the company grants the application for membership of the Fund, the applicant shall become a member of the Fund subject to sign an undertaking to abide the provisions of these Rules. Membership of the Fund shall commence on the first day of the next month following the joining of his/her service. The company shall notify the Trustees as soon as possible of the commencement of a new membership. On termination of service, membership shall cease and there shall be no revival of membership. In case of non-payment of contribution by an employee for consecutive three months, membership shall cease. This can be revived if it is considered that the circumstance was beyond his/her control and on consecutive three months, membership shall cease. This can be revived if it is considered that the circumstances were beyond his/her control and on payment of the arrears contributions together with interest and in that case the company will also pay its contribution there to. As soon as may be after the close of every year the Trustee shall furnish to each member a signed statement of accounts showing the accounts credited and debited from his/her account with the Fund. A subscriber should satisfy himself/herself as to the correctness of annul statement. If any error that should be brought to the notice of the Trustee within three months from the date of receipt of the statement. A prescribed form for application of membership as per Appendix-one will be available with secretary. CONTRIBUTION: Each member shall contribute every month to the Fund an amount equal to 8% of his/her basic pay. The company shall be entitled to deducted this contribution from the monthly pay of each member before payment. The company shall forthwith pay such deductions to the Trustees. The company shall contribute an amount and equivalent to the members contribution shall pay such contribution every month to the Trustees. In addition to the contribution referred to in clause (a) above, members can at their option make additional contributions to the Fund with prior approval of the Trustees. In respect of such additional contributions the company shall make no corresponding contributions. ACCOUNTS: The accounts of the Fund shall comprise a balance sheet and revenue account and shall be made up to the 31st march of each year and shall be audited by an Audits appointed by Trustees at their sole discretion. To prepare this balance sheet the Trustees shall make value of each investment of the Fund at the market price as on the date of Balance price is available. The revenue account shall be credited with all interest allowable to members, profit arising from the sale, or appreciation in the value of investment. Such amount as may forfeited to the Fund under this Rules and all income amount otherwise lawfully accruing. The revenue account shall be debited with all losses to the Fund from any cause whatsoever which shall include any loss arising from the sale or depreciation in value of investment and all other costs, charges and expenses and administrative to which the Trustees shall be reasonable put. After making the posting of revenue accounts, the Trustees shall credit or debit the account of each member within his/her share of the credit or debit balance of the revenue account in the basis of products of the balance standing to his/her credit on the last day of each month during the year which relate. The proportion that the members’ own contributions beard to the company’s contribution shall be the proportion in which such share shall be divided and credited or debited, as the case may be to the member’s own contribution account and the company’s contribution account. The individual account of each member shall be kept in accordance with the form prescribed by National board of revenue. All contributions of members and the company shall be deposited by the Trustees every month into bank account of Fund. INVESTMENT: The money received from time to time in the Fund may be invested by the Board of Trustees in any of the Government securities or in fixed deposit on long term with any schedule bank whichever will give the highest rate of interest on any other dependable Government controlled National savings schemes. All investments of the Fund shall be in the name of Fund. All investments and bank accounts of the Fund shall be operated by the chairman and the secretary of the Fund by their joint signatures. There will be another authorized. Signatory among the Trustees who can sign in absence of secretary of the Fund. PAYMENT OF A MEMBER ON CREATING SERVICE: The payment shall be made to a member on termination or discharge of service other than by death is shown below in the table: Completed duration of continuous membership Own contribution plus interest and other accruals thereon Company’s contribution plus interest and other accruals thereon Less than 6 months 100% Nil 6 months but less than 1 year 100% 50% 1 year and above 100% 100% ADVANCE OR LOAN: A temporary advance of loan may be granted to a subscriber from his/her account who has contributed to the Fund for not less than 1 year. The sanction of any loan or advances shall be the sole discretion of the Trustees subject to the following conditions: No advance or loan shall be granted unless expenses for which the advance is required essential and inescapable. The sought amount shall not exceed the amount of the subscribers. Own contribution to the Fund at the time of advance or loan is granted subject to provisions of 8 Rule 50 Income tax manual part 11. A subsequent loan shall not be granted to a subscriber until the expiry of 6 months from the date of repayment of previous loan together with interest. The advance must be recovered in equal monthly installment not excluding twenty-four. The advance or loan shall carry an interest at the rate of equal to yield on the provident Fund account calculated and payable half yearly. The advance or loan application shall be made in prescribed form as per Appendix-Two. NOMINATION: When an employee shall become a member of the Fund he/she shall specify the name of nominee in prescribed form as per Appendix-Three conferring on one or more persons the right to receive the amount that may stand to his/her credit in the Fund in the event of his/her, death before that amount become payable. Provided that if, at the time of making the nomination, the subscriber has a family, the nomination shall not be in favor of any person’s other than the member’s of his/her family. If a subscriber nominates more than one person, he/she shall specify in the nomination, the each of the nominees. The benefit of members or retired members or dependents deceased members or any such persons collectively for purpose connected with the Fund in such manner as to Trustees shall in their absolute discretion think fit. Amount paid out of sub-clause (d) above shall not in total exceed 100% of the amount standing to the credit of the member’s contributions. DEDUCTION OF INCOME TAX: Before making final payment of Beneficiaries, the Trustees shall deduct Income tax, if any. When an employee leaves his/her employment before the completion of one year of membership his/her tax liability shall be recalculated and tax exemption already enjoyed by his/her contribution to the Fund shall be cancelled and tax realized to the payment under this. Any question or dispute relating to Income tax arises that will be referred to the commissioner of Income tax having jurisdiction whose decision thereon, shall be final. TERMINATION OF FUND: The Trustees with consent of the company and all the members of this Fund shall have the power, and at the request in writing of the company shall be obliged to close and discontinuous the Fund at any time after giving not less than six months’ notice in writing (herein after called the winding up notice) to the employer and to the members, in which event the Trustees shall after making the provision for the payment of all expenses in connection with closing of the Fund. Pay or cause to be paid to each member or to his order the amount found to due to each member, having regard to the total value of the assets of Fund and to the amount standing to the credit of such member with the Fund. ALTERNATION OF RULES: The Trustees shall the right at any time with written consent of the company, to alter, cancel or add to the Rules or any of them, with effect from the date of resolution by the Trustees (or such other date as the resolution determined) provided that previous intimation of the proposed change shall have been given to and approval thereof obtained from the commissioner of Taxes and provided also that any such change shall not have the affect of diminishing the rights of members accrued up to the time of the change. Particular of every such change shall be notified to the members forthwith after making thereof. SETTLEMENT OF DIFFERENCE: All questions not provided under the Rules and/or all differences arising in regard to the meaning or application of the Rules and rights or obligation by the parties concerned will be decided by the Trustees. In case of any deposit, that will be settled in consultation with Auditors or the legal advisors if they think it necessary and decision shall be conclusively binding on all concerned. MINUTES: Proceeding of the meetings of the Trustees shall be recorded in a Minute Book be signed by the Chairman of each such meeting.