Memorandum of Association
of
Seth G S Medical College
and
K E M Hospital
Diamond Jubilee Society Trust

SETH G.S.MEDICAL COLLEGE AND K.E.M. HOSPITAL
DIAMOND JUBILEE SOCIETY

P.T.R.NO. E - 13339 (Bom)

1) Name of the society :-
The aforesaid Public charitable Trust shall be called and known as "SETH G.S.MEDICAL COLLEGE AND K.E.M. HOSPITAL DIAMOND JUBILEE SOCEITY" and shall, hereinafter for brevity's sake be referred to as "the said Trust" or "the Trust".

2) Registered office:-
The registered office of the said Trust shall be situated at Seth G.S.Medical College and K.E.M. Hospital Diamond Jubilee Society, Acharya Donde Marg, Parel, Mumbai - 400 012 or at such other place or places as the Trustees may form time to time decide.

3) Vesting of the trust fund:-
The said Trust Estate shall vest in the Trustees for the time being of the said Trust and shall be administered and managed by them subject to and in conformity with the provisions hereof.

4) Collection and application of the trust property, income etc:-
a) It shall be lawful for the Trustees to invite and accept donations, subscriptions, contributions, gifts, devises, legacies or otherwise either in cash or property movable or immovable or in any form whatsoever form individuals, institutions, companies, firms, associations or any other body corporate and the cash, securities or properties so received form time to time shall be held by the Trustees upon the same Trusts and subject to the same conditions, stipulations, powers and provisions as are contained in these presents with liberty to the Trustees to accept any such donations, subscriptions, contribution, gifts, devises, legacies upon any special condition consistent with the Trust herein declared and not restricting the benefits thereof to any particular religious community, caste or creed.

b) The Trustees shall manage, collect, recover and receive the rents, interests, dividends income and profits of the Trust property from time to time the same shall accrue due and be payable and shall in the first instance pay or reimburse themselves there out all costs, charges and expenses properly incurred on for such collection and receipt and thereafter in case the Trust property or any part thereof shall consist of immovable property, pay there out all Municipal and other rates, taxed and other outgoings in respect of such immovable property and thereafter set aside every year out of the balance then remaining of rents, income and profits a sum equal to 6% of such balance and credit the same to an account to be called the "Sinking Fund Account" and shall hold and stand possessed of the balance of the said rents, interest, dividends, income and profits thereafter remaining (herein called "the net income") upon the Trusts and for the purpose herein mentioned.

Sinking Fund :
The Income of the Sinking Fund aforesaid shall be applicable at the discretion of the Trustees for meeting, the expenses of extraordinary repairs, to any buildings forming part of the Trust property or for altering, improving or rebuilding the same and also in recouping to the Trust property any loss or estimated loss arising from sale of or depreciation of any of the investments (provided such depreciation is in the opinion of the Trustees of a permanent character). If in any year the income of the Sinking Fund shall not be required for any of the purposes foresaid, it may be at the discretion of the Trustees be added to the capital of the sinking fund or to the Trust property so as to form part of the Trust property and the same shall be invested in the manner herein provided.

Subject to the provisions of the foregoing sub-clause (a) the Trustees shall hold the Trust Fund so that the income thereof and, if necessary, the corpus or any part thereof shall in the absolute discretion of the Trustees be used for all or any one or more of the Public charitable objects and purposes specified below .

5) Financial year of the trust:-
The financial year of the Trust shall until the Trustees otherwise resolved which they are hereby authorised to, shall be starting from the 1st of April every year and ends on 31st March of the following year.

6) Objects of the trust:-
The Aims and Objects of the Trust are briefly specified herein below and the benefit thereof shall be extended to all irrespective of class, community, creed or religion and for general public utility. The Trustees shall hold the Trust Funds Upon Trust (so that as far as practicable the corpus shall always remain intact and only the income thereof shall be used, but with the liberty to the Trustee at their discretion to use the corpus from time to time either wholly or in part or parts) for the public charitable purposes including-

I Main Objects
A) To undertake scientific, social and statistical research in the field of health, medicine and applied science. Benefits arising out of results of the research undertaken by the trust would be extended to the poor and needy sector of the community, expecially the slums dwellers and the working class in textile and other industries in Mumbai, catered by our public hospital as well as to the patient population at large.
B) To promote medical education and to continually offer opportunities of upgrading knowledge, skills in the context of innovations, research and discovery in all fields of health.
C) To provide medical relief and undertake development programmes in health services and upgrading health services and upgrading health care facilities to various sectors of the society.

II. Ancillary Objects
a) To establish patients care with up-to date and modern equipments and instruments and to attend to and take care of the patients in an intensive manner.

b) To establish, maintain and support libraries, museums and reading rooms for advancements of education and knowledge.

c) To maintain and establish ancillary institutions to promote the above causes and to develop the facilities provided herein above.

d) To establish and/or open research center in the field of health, medicine and applied science.

e) To establish and/or open training center for imparting practical training to the graduate and post-graduate students in medicine.

f) Awarding Scholarship on such terms and conditions as the trustees may think fit for the purpose of undertaking, prosecuting and encouraging higher education and research work in any branch of Medicine or any other branch or branches of modern applied science in its widest and more comprehensive sense.

g) To establish, equip and maintain medical research laboratories for conducting systematic investigation into the problems of medicines and surgery.

h) To print, publish and circulate, books, papers, periodicals and circulars for the promotion or stimulation of medical research or dissemination of its results.

i) Affording of medical relief in such manner as the Trustees may think fit, including.
(1) Grant of subscriptions and donations to hospitals, dispensaries, convalescent homes, asylums, nursing homes, orphanages and other public institutions for administering medical relief to the needy upon such terms and conditions and for such period as the Trustees may think fit.
(2) Endowments to and help or support to hospitals, maternity homes, sanitoriums and dispensaries.
(3) Grant of medical help to the poor and grant of medical help to deserving persons during epidemic, famine, flood, earthquake or any unforeseen calamity or war or warlike operations.

j) Acquiring sites for the buildings, restoring, altering, enlarging, maintaining and endowing schools, libraries, reading rooms, research institutions, hostels etc.

k) Establishing and supporting professorships, fellowships, lectureships, in any college or other educational institutions and awarding scholarships and prizes or giving loans to scholars in any school, college, university or other educational institutions in such manner as the Trustees may think fit.

l) To undertake such other activities of General Public Utility not involving the object of profit.

m) To provide the efficient and responsive administration, scientific and responsive administration, scientific management and develop organization of teaching and research.

n) To explore the possibilities of augmenting the resources of the Trust by exploring or innovating activities such as research and development, consultancy and providing services to various sectors of the society.

PROVIDED that the income as well as corpus shall be applied only towards the public charitable purposes aforesaid and any accumulation of income shall also be made and deemed to be made for the application of the public charitable purposes as aforesaid;

PROVIDED FURTHER THAT NOTWITHSTANDING anything hereinbefore or hereinafter contained, the income as also the corpus of the Trust Funds shall be applied and the applicable only to or for such public charitable purpose and objects and subject to such conditions and/or limitation, if any, as may, from time to time to be laid down in the Income tax Act, 1961, or any other Act governing the taxation of income as will ensure or make the Trust and its income as eligible for exemption from Taxation under the Income tax Act, 1961 or any replacement or re-enactment thereof or modification thereof or under any other Government Taxation for the time being in force in India without effecting the generality of the foregoing object or purposes, but subject as aforesaid, IT IS DECLARED that the Trustees shall, in each year, apply the income of the Trust Funds and may, at the discretion, at any time or from time to time, apply also the Trust Funds or any part or parts of the Trusts Funds on any one or more of the following object or purposes in such proportion and manner in all respect as a Trustees may, in their absolute direction, think proper, that is to say:-

a) The Trustees shall do all other acts and things necessary for or incidental or conductive to effectuating the foregoing purpose for which would further or fulfill the objectives mentioned here before. The trustees shall have power to add any object of general public utility.
b) That notwithstanding anything hereinbefore or hereinafter contained the income as also the corpus of the said Trust Fund shall be applied and/or be applicable to or for such public charitable purposes and objects and subject to such conditions or limitations if any, as may from time to time be laid down in the Income Tax Act 1961 or any replacement or re-enactment thereof or modification or substitution thereof or any other act governing taxation for the time be in force in India.
c) That the said trust shall be one to which the applicable provisions of the Income Tax, 1961 or any replacement or re-enactment or modification thereof for the time being in force shall so apply so that any donation thereof be recognized eligible for exemption or relief from tax in regard to the donor there of as far as possible.
d) That every contribution by the Trustees to any other registered Public Trust, Society or Institution, fund or scheme having as its sole objects all or any or the aforesaid public charitable objects shall be treated and deemed to be furtherance and achievement of the objects of the said Trust.

AND IT IS FURTHER DECLARED AND PROVIDED THAT the income or asset of the Trust shall not be transferred or used for any purpose other than that are mentioned above and for which maximum deductions are not permissible under taxation laws for the time being in force at the time of such transfer or use.

That notwithstanding anything contained hereinabove the Trustees shall be at liberty to delete, modify or alter or add to any of the objects or provisions hereof which are found contrary or inconsistent with the concept of public charitable purposes or objects or outside the scope of Income tax Act, 1961, or any reenactment, replacement or modification or substitution thereof and/or other taxation laws as may be applicable from time to time and enforced in India or the provisions of any other law relating to Public Charitable Trusts in India.

7) Trustee Board:

a) Minimum and Maximum Trustees:
The number of Trustees shall not be less than two and not more than Seven.

b) Present Trustees:
i) The following persons shall be called as the first Trustees of this Trust.

ii) The Dean of the Institution viz: Seth G.S.Medical College & K.E.M.Hopital amongst all the Trustees shall be designated as the Chairperson and the Managing Trustee.
iii) Five Trustees to be appointed hereinafter under this Scheme shall be from Mumbai and shall be working in Seth G.S. Medical College & K.E.M. Hospital. The said Trustee so appointed shall cease to be a Trustee on expiry of the period of six months from the day he ceases to be working in K.E.M. Hospital and Seth G.S.Medical College.
iv) There can be two outside Trustees whose terms shall not exceed three years. However the appointment of these two Trustees shall be made by the Managing Trustee.
v) That all these Trustees shall hold office for a term until there is any change in the Trustees Board. Any vacancy caused due to death, resignation or ceasing to be a Trustee on retirement or otherwise as the case may be shall be filled in by the Current Trustees in the meeting held by the said Trustees.
vi) The Dean of the K.E.M. Hospital and Seth G.S.Medical College shall always be the Managing Trustee of the Trust and shall always be the Chairperson in the meeting of Board of Trustees. In his/her absence the Executive Trustee shall preside over the meeting of the Board of Trustees. The Executive Trustees shall be appointed by the Board of Trustees from amongst them. vii) In case of death or retirement of the Managing Trustee/Chairperson during the office, the person appointed as Dean shall be the New Managing Trustee/Chairperson in his/her place.
viii) The Chairperson shall preside at the time of the Board of Trustees.
ix) In absence of the Chairperson and the Executive Trustee at any meeting the Trustees present shall appoint one from amongst themselves to be the Chairperson of that particular meeting.

c) Appointment of the New trustees:
Any reappointment or newly appointed trustees shall hold office along with the other Trustees.

If and so often as any of the above referred Trustees appointed under these presents shall die or desire to retire or refuse or become incapable to act or to execute the powers reposed hereunder or to take the benefit of the insolvency law for the time being in force or are convicted of a criminal offence involving moral turpitude or be absent from India for a period of twelve months or more without obtaining leave of the other Trustees in writing or absconding for a period of three months or more without intimating his/her whereabouts.

8) Meetings:
a) The managing Trustee shall call meetings as and when he deems necessary. For each meeting the Managing Trustee being the Dean of the Seth G.S.Medical College & K.E.M. Hospital, shall be the Chairman of the meeting who shall preside over it. The Chairperson presiding at the meeting shall have an additional or casting vote in the case of equality of votes. If in any meeting the Managing Trustee is not participating then, in such meeting any other Trustee shall preside over the meeting with the view of the majority of the Trustees present in that meeting.
b) A resolution passed without any meeting of the Trustee and evidenced by writing under the hands of the majority of the Trustees shall be valid and effectual as a Resolution duly passed at a meeting of the Trustees held in accordance with the provisions of these presents.
c) Quorum: Four Trustees present at any meeting of the trustees shall form a quorum.
d) Every power, authority or discretion conferred upon the Trustees shall be exercised or signified either by some instruments in writing to be signed by all the Trustees or such of them as may be present in India or by the Resolution of the Trustees or such of them as may be present and vote at any meeting of the Trustees.
e) In case of difference of opinion arising among the Trustees and in all matters wherein the Trustees shall have a discretionary power the decision of two-third of Trustees for the time being voting in the matter shall prevail and be binding on the minority as well as on those Trustees shall be equally divided in opinion the matter shall be decided according to the casting vote of the chairman. This clause shall also apply to any exercise of the power or authority or discretion of the Trustees by instrument in writing as mentioned in clause above.
f) Minutes: The Trustees shall keep or cause to be kept as Minute Book wherein shall be recorded the proceedings of all meetings. The minute book shall at all reasonable times be open for the Inspection of the Trustees and their authorized representatives. Resolution passed and entered in the Minute Book after they are signed by the Chairman shall be conclusive evidence of the facts and matters noted therein.
g) The Trustees shall at their discretion, transact their business by circulars also, Circular resolutions approved by a majority of the Trustees shall be as valid and binding and effective as those passed at the Trustees meeting. On voting by circular the Managing Trustee shall have an additional or casting vote in case of equality of votes.

9) Powers of the trustees:-

The Trustees shall have all powers necessary or incidental for effectively carrying out the objects of the Trust. Subject to the general provisions of the Trust and without prejudice to the general and specified powers conferred upon the Trustees by the other provisions contained in these presents, the Trustees shall have the following power also:

i) Power to manage:
a) Managing Trustee by notice in writing to the other Trustees or Trustee for the time being shall exercise all the powers to look after the conduct, management and administration in all respect of all matters, affairs and work in anyway related to the Trust.
b) Such powers shall include power to manage, let, exchange and purchase movable and immovable properties, the repairs, effecting insurance, carrying our repairs, alterations and improvement and development thereof upon such conditions and in such manner as they deem fit from time to time. The Trustees shall also have all powers to determine any question relating to the conduct, administration and management of the Trust affairs and properties.

PROVIDED ALWAYS THAT the same will not involve the carrying on of any activity of profit by the said Trust or any such institution.

AND PROVIDED FURTHER that the business so carried on as aforesaid is itself held in trust and is subject to the Trust, power, provisions and declarations as are contained herein And provided further that the income of the Trust from other sources will not be set off against the deficit or losses, if any, incurred in the business.

ii) Power to appoint manager etc:
The Trustees may, from time to time, appoint, upon such terms and with or without remuneration, as they may determine, Manager or Managers, Secretary, officers, Clerks and other officials, caretakers and other staff including peons, Servants, Watchmen, etc. as the trustees may deem fit and expedient for any of the objects or purposes hereof.
iii) To open Bank Accounts:
The Trustees shall be entitled to open and maintain the Bank A/c. in the name of the Trust with any scheduled bank of banks as they shall from time to time decide by passing a resolution in that behalf and all moneys shall be paid into such account or accounts. The said bank or banks account will be operated jointly by any of the two trustees.
iv) Power to Utilised the Trust Fund
The Trustees shall utilised the Trust Fund for the fulfillment of the Objects of the Trust, only.
PROVIDED ALWAYS that such donations or contributions shall only be utlised for the purposes or objects hereon.
AND PROVIDED ALWAYS that save as otherwise expressly provided by the terms of the donations or contributions aforesaid, the Trustees shall in their absolute discretion be entitled as to treat such donations or utilise such donation or contribution or any part thereof for the furtherance or fulfillment of the objects of the Trust.
v) Power to apportion, compromise etc:
The Trustees shall have full powers to apportion the Trust funds and to compromise and compound all actions suits and other proceedings and all differences and demands and refer any such differences and demands to arbitration to adjust, settle and approve all accounts relating to the Trust funds to execute releases and all documents necessary in the premises and to do all other things relating thereto respectively as fully as if they were absolutely entitled to the Trust Funds respectively without being answerable for the loss occasioned thereof.
vi) To purchase, construct ,lease etc:
The trustees shall have the power to purchase land, buildings, structures and other immovable properties including leasehold, land and/or construct or otherwise acquire or take on lease or license immovable properties for the purpose of implementing the objects of the hereinbefore mentioned and also to purchase or take on hire any moveable properties including vehicles, furniture, utensils, etc. Also to construct or erect buildings or structures or to pull down, alter or add to the existing buildings or structures or to pull down, alter or add to the existing buildings or structures. Provisions of Section 35(1) of the Bombay Public Trust Act 1950, shall be complied with whenever required.
vii) Power to Sell and/ or Convert Trust Funds:
The Trustee shall be entitled at such time as they think fit and at their absolute discretion to sell and convert by public auction or private contracts or exchange or transfer of assign or lease/sublease or otherwise dispose off the Trust Funds being moveable or immoveable or any portion thereof on such terms and conditions relating to the title as they may think proper, without being answerable for any loss or damage occasioned thereby and for such purposes shall execute all necessary agreements, conveyance, deeds of exchange, assignments, transfers, lease, sub-lease, counterpart, leave & license agreements and other assurances to pass and execute all necessary receipts, releases and discharges for the consideration money or otherwise relating to the documents and assurances. Provisions of Section 36(1) of the Bombay Public Trust Act 1950, shall be complied whenever required.
viii) Accumulation :
The Trustees shall have power in their discretion so far as the income of the Trust funds or any part there of which shall not be applied in and upon the Trust hereunder, to invest and accumulate the same in the names of the trustees or /any/ two or more of them in any investments permitted hereunder and the Bombay Public Trusts Act, 1950 with power to the Trustees at their discretion to vary and transpose any investments in others of any nature hereby authorized. The Trustees shall stand possessed of such accumulation upon the same trusts as are hereby declared of and concerning the Trust Fund.
PROVIDED ALWAYS that the Trustees shall be at liberty to apply the whole or any part or parts of such accumulation at any time in or towards the objects herein contained as if the same had been the income arising in the year in which the same shall be so applied.
ix) Power to make Rules, etc:
It shall be competent for the Trustees from time to time if they so think fit to make rules and regulations and bye-laws as the Trustees may deem proper for facilitating the conduct, management and administration of the Trust affairs and assets and the objects of the Trust and for making provisions for Provident Fund, Gratuity, Pension or other funds and the Trustees may from time to time repeal, alter, amend, rescind or add to such rules, regulation and bye-laws as they may in their absolute discretion deem fit.
x) General Powers:
Any trustee may at any time, with the written consent of all his co-trustee delegate all or any of his duties or powers to a co-trustee or to any other person.
xi) Trustees can apply and utilized the part of initial corpus of the Trust and any other fund or funds, they may receives as and by way of donation and/or gift towards the objects of the Trust. They will not be bound to give any causes or explanation in this behalf.
xii) The Trustees may with prior approval of the Charity Commissioner amalgamate this Trust and its property with an Trust or Institutions having objects wholly or any of one of them similarly to those of this Trust provided they pass an unanimous resolution to that effect and sanction ( if necessary) of the appropriate authority as may be required under the Bombay Public Trust Act, 1950 and/or the Income Tax Act, 1961 and/or any other prevailing Act applicable to the charitable Trust is obtained.
xiii) The provision of these Trust Deed excluding the name of the Trust can be amended, altered, abrogated or varied by the Trustees provided they passes a unanimous resolution to that effect and sanction (if necessary) of the appropriate authority as may be required under the Bombay Public Trust Act, 1950 and/or the Income Tax Act, 1961 and/or any other prevailing Act applicable to the charitable Trust is obtained.
xiv) The receipt of any of the trustees for any income of the Trust fund or for any documents or title or securities papers or other documents and the receipts of any two or more of the Trustees for any other moneys or properties shall be sufficient and shall effectually discharge the persons or person paying or giving or transferring the same from being bound to see the application or being answerable for the loss, misapplication, non-application thereof.
xv) The Trustees for the time being of these presents shall be respectively chargeable only for such Trust fund and income including moneys, stocks, funds shares and securities as they shall respectively, actually receive notwithstanding their respectively signing any receipts for the same of conformity and shall be answerable and accountable only for their own acts receipts and neglects or defaults or dishonestly respectively and in particular no trustee shall be bound to take any steps to or proceedings against co-trustee for any breach of alleged breach of trust committed by such co-trustees.

10) Privileges of trustees:-
i) Reimbursement:
The Trustees or Trustees for the time being may reimburse himself & themselves and pay and discharge our of the funds or moneys in their hands all expenses incurred in or about the executing of the trust or powers herein under of matter or affairs relating to the conduct, management and administration of the Trust.

ii) Obligations of Trustees:
a) The trustees shall keep in good and substantial repair and safety all the moveable and immoveable properties.
b) To maintain proper Books of Accounts and get the same audited by the Auditors duly appointed by the Trustees.
c) The Trustees shall regularly keep proper books of accounts to which all receipts and all expenditure relating to the trust shall be entered and such books shall be kept at the Registered office of the trust or at such other place as the Trustees may decide.
d) Such accounts shall be audited from time to time and filed in the office of the Deputy Charity commissioner, Greater Bombay Region, in Accordance with the Bombay Public Trusts Act, 1950 and/or with any other department as prescribed by any other Act for time being in force.
e) Register of Properties:
The Trustees shall maintain a Register of Properties belonging to the trust in accordance with the provisions of the Bombay Public Trusts Act, 1950 and the rules framed there under from time to time.
f) Investment
All moneys forming part of the Trust Fund requiring investment shall be invested in the name of the Trust or at least two of the Trustees for the time being in or upon any of the securities as per the provisions laid down by Section 11(5) of the Income Tax Act, 1961 and or as authorized by the Bombay Public Trust Act, 1950 or in public body, or otherwise in deposits with any bank or banks, persons, firms or companies duly authorized by the Acts as for the time being in force and the trustees shall be entitled from time to time to vary and transpose the said investments into others of the same or alike nature. The Trustees shall also be entitled to keep and maintain the account or accounts of the said the investments any other funds. Surplus nor required for immediate research will be invested as per Section 11(5) of the Income Tax Act
g) Chargeable:
The trustees shall be respectively chargeable only for such monies and securities as they shall respectively actually receive not withstanding their respectively signing any receipt or cheque for the same of conformity and shall not be answerable or responsible for the acts, receipts, omissions, neglects and defaults of any banker, broker, auctioneer or other person with whom or into whose hands any moneys or securities shall be deposited or come or for any other unless the same shall happen through their own negligence, default, omission, breach of trust, misapplication or misconduct.
h) Existence: The Trust shall be and remain irrevocable for all time.

CERTIFIED TO BE TRUE AND CORRECT COPY OF THE RULES AND REGULATIONS OF "SETH G.S. MEDICAL COLLEGE AND K.E.M. HOPITAL DIAMOND JUBILLEE SOCIETY"