Welfare Fund Trust Deed
Of
MURATA MACHINERY BANGLADESH LTD.
Employees Gratuity Fund
……………………………………………………………..
This INDENTURE made this day of 1st Day of January 2022 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. Noboru Ide, Managing Director, Murata Machinery Bangladesh Ltd.
Mr. Sakhawat Hossain, Assistant 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.
Mr. S. M. Kafee (Bipul), Assistant Manager, Murata Machinery Bangladesh Ltd.
(Herein after called the TRUSTEES) of the OTHER PART
WHEREAS the company has determined to institute an irrecoverable trust fund in respect of a Gratuity Fund titled MURATA MACHINERY BANGLADESH LTD. Employees Gratuity Fund with effect from 01.01.2022.
And the National Board of Revenue, Bangladesh now requires that before it could accord recognition to the aforesaid fund a trust deed in respect thereof be executed and registered.
NOW THIS INDENTURE WITHNESSETH AS FOLLOWS:
The gratuity fund called the MURATA MACHINERY BANGLADESH LTD. Employees Gratuity Fund.
(Referred to in these presents as ‘THE FUND’) which has been established with effect from 01.01. 2022.shall continue to be the fund to which these presents shall relate.
That the company will contribute to the fund an amount equivalent of 100% of the Basic Salary of the member -employees of the fund with effect from 01.01. 2022
That the sums already in the hands of the trustees and aggregate of the sums hereinafter to be subscribed and contributed to the fund by the Company in accordance with the Rules hereinafter contained shall be paid and together with the income accruing from the issue of investment thereof be held by and irrecoverable vested in the Trustees and shall in their hands constitute the funds of “THE FUND” and the Trustees shall apply the same according to the Rules and Recognitions of the fund.
The Trust Hereby declared, shall be irrevocable save with the consent of all the beneficiaries and no moneys belonging to the fund in the hands of the trustees shall be recoverable by the company under pretext whatsoever and nor the company shall have any lien or charge of any description on the same.
The fund account shall be operated by the Joint signatures of any of the Two Trustees only for the interest on the employees.
The Rules hereto annexed shall be the Rules governing. The fund subject to the alteration therein or additions thereto as may from time to time be made in accordance with the provisions contained in the annexed Rules for that purpose and be binding on all.
The fund shall be vested in 04 (Four) or more Trustees under a trust which shall not be recoverable save and except with the consent of all the beneficiaries
The fund shall be managed and administered by the ‘Board of Trustees’ Which shall consist of the following members namely:
Mr. Noboru Ide,
Managing Director
Mr. Sakhawat Hossain,
General Manager
Mr. Khandoker Zahidul Azad
Senior Officer
Mr. Muhammad Rafiqul Islam
Assistant Manager
Mr. Md. Ahshan Kabir Khokan
Senior Engineer
Mr. S. M. Kafee (Bipul),
Assistant Manager.
The Aggregate of the sum to be contributed by the company to the Fund in accordance with the rules (hereinafter contained) shall, together with the income accruing from the use of investment thereof be held and irrevocably vested in the trustees and shall be in their hands. According to the rule no. 58D of the I.T Rules 1984; all moneys of Gratuity fund shall have to be invested as per provisions of Rule no. 49(2) of the IT Rules 1984.
(i) 02 (two) members including the Managing Director shall form a quorum for transaction of business at a meeting.
(ii) Each member shall have one vote and the decision of the majority shall prevail. In the case of equality of votes, The Managing Director shall have a casting vote.
(iii) The Managing Director of the “Board of Trustees” or in his absence any Trustee as authorized in his behalf may at any time convene a meeting of the trustees to be held either at the Head Office of the ‘The Company’ or elsewhere from time to time the chairman may determine.
Wherever any trustees shall die, resign, refuse to act, or become in the opinion of the company disqualified, incompetent, or incapable of acting or shall permanently leave Bangladesh, the company shall appoint any member to be a new trustee in place of the trustee, so dying, resigning to act, or becoming, in the opinion of the company, disqualified, incompetent, incapable or acting, or leaving Bangladesh permanently. On such every appointment, the fund shall also vest in the continuing and the new trustee or trustees.
The Trustee shall have power after giving one month’s notice to members to after or abrogate these Rules or Substitute new rules, thereof, the powers contained in this rule shall not be exercised without prior approval of the Commissioner of Taxes having jurisdiction over the Fund.
The accounts of the approved MURATA MACHINERY BANGLADESH LTD. Employees Gratuity Fund shall be maintained by the trustees of the fund shall be in such form and for such periods and shall contain such particulars as the National Board of Revenue may Prescribe.
The accounts shall be opened for inspection at reasonable times by the income tax authorities and the trustee shall furnish to the Deputy Commissioner of Taxes such abstracts thereof as the National Board of Revenue may prescribe.
The Board of Trustee Shall be the Overall in-charge of the management of the fund keeping in view of Utmost interest of the members and or their beneficiaries. They May however, with the consent of the ‘The Company’ employed any person or persons preferably from the members of the fund can do any Secretarial, Legal, Accounting, or other work as they may consider necessary or expedient for efficient management of the fund.
On Liquidation or Insolvency or in any other situation any liability, charge or debt of the Company shall have no effect on the property of the trust/or on the fund.
In witness Whereof, the trustees on Behalf of the Company, puts their signatures on this day 1st day of January 2022 in acknowledgement of the terms of the Trust Deed.
For MURATA MACHINERY BANGLADESH LTD.
Witness:
Mr. Noboru Ide,
Chairman
Mr. Sakhawat Hossain,
Member
1.
Mr. Khandoker Zahidul Azad,
Member
Mr. Muhammad Rafiqul Islam,
Member
2.
Mr. Md. Ahshan Kabir Khokan,
Member
Mr. S. M. Kafee (Bipul),
Member
MURATA MACHINERY BANGLADESH LTD.
Employees Gratuity Fund
Rules & Regulations
……………………………………………………………..
Short Title, commencement, and application
These rules will be called MURATA MACHINERY BANGLADESH LTD. Employees Gratuity Fund Rules & Regulations
These Rules shall be deemed to have come into force with effect from 01.01.2022.
Every Permanent Employee as per HR Policy who are entitled to have gratuity benefit as per their employment contract such as more that Six months of continuous service with the company and above will be eligible for Gratuity Benefit. In Computing years of service, period of six month or more shall be taken as a full year.
All benefits Granted by the fund shall be payable only in Bangladesh.
MURATA MACHINERY BANGLADESH LTD. shall be the only contributor to the fund.
Normal Retirement from the service will be on attaining the employee’s 60 years.
Definitions:
In these Rules, unless there is anything repugnant in the subject or context, -
The “Company’’ Means MURATA MACHINERY BANGLADESH LTD.
“Employee” means a person who is employed by the management of the Company in any Kind of work, manual or otherwise, for Salary/Wages and is on the payroll of the company and his job is confirmed as permanent employee.
“Fund” Means “MURATA MACHINERY BANGLADESH LTD. employee Gratuity Fund”
Established under these rules.
“Gratuity” Means pecuniary payment made to the employee in recognition of their past services to the company.
“Member” means a member of the fund.
“Pay” means last drawn basic salary.
“Service” means qualifying service period continuously rendered without break by permanent service.
Membership
Every permanent employee as per HR who are entitled to have gratuity benefit as their employment contract will be eligible for membership for Gratuity Benefit. If any question arises, as to whether employee is or is not entitled to become a member of the fund shall be referred to the Trustees whose decision shall be conclusive and binding upon all concerned.
Contribution to the Fund:
MURATA MACHINERY BANGLADESH LTD. shall be the only contributor to the fund and there shall be no contributor to the fund.
The contribution of MURATA MACHINERY BANGLADESH LTD. to the fund for each financial year shall be made on monthly basis. It is envisaged that the rate of contribution per year to shall be any other suitable rate as may be decided by MURATA MACHINERY BANGLADESH LTD. based on Actuarial Valuation from time to time.
Investment of the Fund:
The Trustees, In accordance with the rules 58D of income tax rules, 1984 can invest the fund and interest on the accumulated balance of such contribution is either in securities of the nature specified in the section (a), (c), (d) and (f) of section 20 of the Trusts Act 1982. /Section 399 (2) of company act 1994. The Trustees shall invest the money of the fund, as soon as possible after their received in such reasonable, safe, and profitable investment as may be decided by the Trustees in their absolute discretion, subject to limitation in preceding paragraph. Investment shall only be made in the name of the fund.
Trustee’s Bank Account:
All moneys and securities of the fund shall be deposited in the bank. Cheque and other instruments on behalf of the fund shall be signed by any two of the Trustees as per resolution of the Board of Trustees as per resolution of the Board of the Trustee.
Control and Management:
The custody, management, investments, and control of the fund shall be vested in the trustees with all powers, authority discretion necessary or expedient for the purpose of managing the Trust Fund and for achieving the objects of the Trust and exercising the powers conferred by the and deed of trust. The Trustee shall appoint a member secretary of the fund with or without remuneration from amongst themselves preferably with the knowledge of accounts. The secretary shall under the direction of Trustees, have the charge of the books of accounts of the fund, receive all notices, documents, conducts, its correspondence and perform such other duties incidental and conductive to the management of the Fund.
Eligibility of Trustees
The Trustee shall administer the Fund. The number of Trustees shall be minimum 4 (four) and Maximum 6 (six).
A trustee shall cease to hold the office of the Trustee upon ceasing to be a officer or an employee of the company as the case may be and/or member of the fund, or if he is transferred to other place of posting, or if he is found to be unsound mind or is adjudged insolvent or convicted of an offence as the case may be.
A trustee can be removed by the Board of Directors of the company from his office for any misconduct or inefficiency or physical infirmity in respect of the management of the fund.
The Company in accordance with Rule 8.1 above shall fill in any vacancy among the Trustees as soon as possible.
Annual Accounts and Audit Thereof
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.
Statement of Investment portfolio showing name, nature, amount, cost, market value of each holding at 31st march of each year and details of major investments during the period.
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.
These accounts together with all books of accounts and other records, shall be presented to the auditors for their audit to enable them to form an opinion and the Fund appears to have been managed with these Rules and the provisions of the Trust Deed.
Auditors:
The fund shall be audited annually by the auditor (Auditors means the Auditor define as per the companies Act 1994) to be appointed by the Board of Trustees and the fees if any shall be determined by the Trustees and fees will be borne by the company.
Valuation of Gratuity Liability:
The company may decide to execute Valuation of the Gratuity liability at least once in every three years and the cost of the Valuation will be borne by the company.
Eligibility of Gratuity Fund:
All confirmed full-time employees who have been in the company’s service for a minimum period of 6 (Six) Months without break.
Gratuity fund may be granted to an employee who has not completed 6 (six) months of service in the event of:
Death while in the service of the company leaving behind family i.e. wife/husband and children or parents.
Termination of service or compulsory retirement due to certain permanent mental and physical incapability provided this has not been caused by irregular or intemperate habits.
Termination of service or compulsory retirement resulting from the abolition of his post or Bonafede retrenchment.
Disqualification:
The following categories of employees will not be eligible for the Gratuity Fund:
Those who are dismissed from the service of the company.
Those who leave or discontinue their service without the permission of the company.
Whose services are terminated on account of any misconduct, defalcation, breach of discipline, moral turpitude, serious neglect of duties, or any other cases of a similar nature.
Amount Payable
Employees completing 6 (six) months and less than 10 (Ten) years’ service will get 30 (thirty) day’s basic salary for each completed year of service to be calculated on the basic pay drawn by the employee concerned for the immediate last month of his/her service with the company up to retirement/death.
Employees completing 10 (ten) year or more service will get 45 (Forty-Five) day’s basic salary for each completed year of services to be calculated on the basic pay drawn by the employee concerned for the immediate last month of his/her service with company up to retirement/death.
All Benefits granted by the fund shall be payable only in Bangladesh.
Set off Bank’s Claim against Gratuity Fund
In case any member of the employee who is eligible for payment of Gratuity Fund, according to the Rules, and who owes any money to the company, the Management shall be entitled, without being bound to do so, to set off and appropriate the amount of Gratuity Fund against such dues , if any, to the company or such portion hereof as may be sufficient to meet and satisfy the same. Nothing herein contained shall prejudice or affect any other rights or remedies which the company may have against the employees for or in respect of such dues or debts and the securities held by the company there against.
Liability of the Trustees for Loss of Investments:
The Trustee must invest the fund in those investments as stated in clause 5 above. A trustee shall not be liable for any loss arising from the management of the fund, unless it shall be occasioned by his/her willful negligence, fraud, or non-compliance with these Rules on the provision of the Trust Deed.
Nominee:
In case of death, the amount of Gratuity payable to the employee will be paid to the nominee, if any and in the absence of any nominee, the amount will be paid to the legal heirs or successors of the deceased employee.
Each member shall nominate, at time of joining the fund, a person(s) who has attained the age of majority, to whom the amount to be credit of his account shall be payable in the event of his death. Such nomination shall be of writing and in the form in mentioned in Scheduled A thereof and to be executed in the presence of two witnesses, none of whom is related to the member is himself the nominee(s)
A member at any time can cancel a nomination and send a fresh nomination which should like wise be executed and witnessed, addressed to the Trustees of the fund in the form set out in schedule A thereof.
Every nomination made, and every notice of cancelation thereof given by a member shall, to the extent that is valid, take effect on the date on which trustees receive it.
Responsibility of Trustees:
No Trustee shall be responsible or chargeable except for the monies received by him, nor shall be responsible or chargeable, for the acts, default, or neglects of the company with whom the monies of the fund are deposited, nor for any loss unless the same happens through fraud, negligence or non-compliance with the rules and the provisions of the Trust deed on his part.
Decision of The Trustees Final:
The decisions of the trustees shall be final and biding upon all matters, questions and disputes relating to or not concerned with the rules or with the fund or administration thereof, or the rights and obligations of the members, including all disputes or differences which may arise between any member or his executor, administrators, nominees or representative and as to the meaning or effect of any of the rules or any matter to or arising out in the same.
Alteration 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 effect of diminishing the rights of members accrued up to the time of the change. Every such change shall be notified to the members forthwith after making thereof.
Indemnification of the Trustees:
Every Trustee shall be entitled to be indemnified by the fund against all proceedings, costs and expenses occasioned by any claim in connection with the fund not arising from fraud, negligence or non-compliance with the Rules and the provisions of the Trust Deed on this Part.
Disclosure of Information:
Any person connected with the administration of the fund shall not be disclosed any information, facts, and knowledge gained by him in the course of his duty aforesaid except when required to do so in his official capacity during the administration of the Fund.
Winding up of the fund:
In the event of the company closing its business operations and notifying the Trustees that it will have wind up the fund, the trustees shall after obtaining the consent of the NBR and/or other concerned authorities revoke this scheme and wind the fund after providing for payment of all expenses and outgoings and thereafter distributing the balance money of the Fund amongst the existing beneficiary’s pro-rata basis of entitlement.
Income tax, if any, payable or Gratuity granted to an employee shall be borne by the company.
An employee shall nominate a person as per FORM-A
The Board may amend/alter or modify any of the provisions relating to gratuity fund as it may deem fit and proper in the interest of the company.
In witness whereof the parties hereto have to set their hands to this Rules of Trust on the date and year herein before mentioned
FOR AND BEHALF OF THE COMPANY
MURATA MACHINERY BANGLADESH LTD
Name of Trustees
Signature
AND
FOR AND BEHALF OF THE MEMBER/EMPLOYEES OF
MURATA MACHINERY BANGLADESH LTD
Name of Trustees
Signature
Witness:
Signature