CIFI - Memorandum

(THE COMPANIES ACT, 1956 AND COMPANIES ACT, 2013 TO THE EXTENT APPLICABLE)

LICENCED COMPANY NOT FOR PROFIT

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Under Section 25 of the Companies Act, 1956

MEMORANDUM OF ASSOCIATION

OF

CONFEDERATION OF INDIAN FOOTWEAR INDUSTRIES

1. 1) The name of the Company (hereinafter called “The Company”) is “Confederation of Indian Footwear Industries”.
2. 2) The Registered office of the Company will be situated in the National Capital Territory of Delhi.
3. 3) The objects for which the Company is established are:-

A } Main Objects of the Company to be pursued by the Company on its Incorporation:

 

1. A) To promote co-operation among Persons, Companies, Factories and Firms engaged as Manufacturers of Footwear and footwear allied business in India with a view to adopting a common policy and collectively taking such steps, as may be deemed necessary or expedient to further and safeguard the interests of the Industry and Trade, provided that the Company shall not make or support any regulation or restriction which would make the Company a Trade Union.


2. B) To regulate and standardise as far as possible business practices in the Footwear Manufacturing Industry and its allied Trades.


3. C) To promote and safeguard the interests of the Indian Footwear Industry and Trade in all its branches and by all possible means and in particular by
   

(1) providing a meeting place with facilities for exchange of views of members and others interested in the industry and Trade,
(2) providing facilities for communication, co-ordination of interests or co-operation with similar or allied associations or societies in other countries,
(3) arranging and providing facilities for conferences, exhibitions, demonstrations, lectures, excursions and other functions relating to the Footwear Industry and Trade,
(4) establishing, equipping and maintaining laboratories for Testing as well as Research and Libraries for the benefit of the members and if possible of non-members also;
(5) collection and dissemination of statistics and data related to the global footwear industry, particularly in respect of market situations with emphasis on exports;
(6) to play an active role towards integration and development of weaker sections of society including women and small players in the industry;
(7) to provide a forum for interaction with consumers of footwear products with a view to improving the quality of footwear;
(8) to promote technical education related to Footwear manufacturing Technology, training and retraining of manpower employed in footwear industry and
(9) providing facilities and machinery for the settlement of disputes by arbitration and/or conciliation.
(10) To lay down quality standards for the products of its members, to issue quality assurance certificates, certificates of origin and all other certificates that may be necessary for the smooth functioning of units in the footwear industry.

1. D) No object of the company shall be carried out without the permission of competent authorities whomsoever.

1. E) No object of the company shall be carried out on commercial basis.

 

B} Objects incidental or ancillary to the attainment of main objects:

1. (a) To promote and protect the interests of the Footwear Industry in any or all of their branches and of those engaged or interested therein including the interests of manufacturers interested in the manufacture of all manner of all types of footwear and articles useful or ancillary to the purposes of the said industry and Trade and to do everything necessary or expedient for all or any of these purposes including the negotiations and carrying through of amalgamation of any concerns interested in the Industry and Trade.


2. (b) To enter into any arrangements with the Government of India or any foreign or local Government, Indian states, Chamber of Commerce, Municipalities, Local Boards or any other public or private authorities that may seem conductive to all or any of the objects of the Company.


3. (c) To represent officially the views of the Members on all matters affecting or likely to affect the footwear industry to the Government of India, Local Government, Foreign governments, Chamber of Commerce and any other public or private authority.


4. (d) To aid and help the members of the Company in procuring for them necessary raw materials and other articles required in the several manufacturing processes of footwear.


5. (e) To move the authorities concerned to adopt a strict policy in the import of footwear from foreign countries and give facilities for the import of requisite machinery and materials for production of footwear and its components.


6. (f) To promote or oppose legislative or other measures affecting the footwear industry.


7. (g) To publish an official journal of the Company giving prominence to the aims, objects and activities and for the spread of knowledge and information relating to the footwear industry generally and to print and publish any advertisements, newspapers, periodicals, books, lectures or pamphlets that may be deemed desirable.


8. (h) To make and from time to time alter, revoke, re-enact and enforce rules and bye-laws for the benefit of and binding on the Company and/or its powers for the making, passing and enforcement of rules and bye-laws binding upon those interested in the footwear industry.


9. (i) To commence, prosecute, appear in, defend or compromise or give up all and every manner of proceeding, civil, criminal or administrative or any arbitration or enquiry or proceedings before any Commission for the protection or assistance of any Members of the Company or for otherwise furthering the purposes of the Company or any of them.


10. (j) To purchase, take on lease or in exchange or otherwise acquire any movable or immovable property, rights or privileges which may be deemed necessary or convenient for any of the purposes of its main object of the Company and in particular to subscribe, to acquire and hold shares in any Company or Company whether incorporated or not, having objects altogether or in part similar to those of the Company.


11. (k) To sell, improve, manage, develop, lease, mortgage, change, hypothecate, dispose off or otherwise deal with all or any of the property rights and privileges of the Company for the attainment of any main object of the company without any profit motive.


12. (l) To take any gift or property whether subject to any trust or not, for any one of the objects of the Company.


13. (m) To take any such steps by personal or written appeals or otherwise as may, from time to time, be deemed expedient for the purposes of procuring contributions to the funds of the Company, in the shape of donations, Annual subscription or otherwise.


14. (n) To borrow or raise or secure the payment which may be required for the purposes of the main objects of the Company in such manner as the Company may think fit, and in particular by the issue of promissory notes, bonds, debentures or debenture stock, perpetuated or otherwise charged upon all or any of the Company’s property., both present and future and to purchase, redeem and pay off such securities or in such manner as the Company may think fit.


15. (o) To invest and otherwise deal with the moneys of the Company not immediately required in such manner as may from time to time be determined by the Committee subject to the condition that the earning be put for the non profit objects of the company.


16. (p) To open and operate upon accounts of any description with any bank or banks and close the same.


17. (q) To provide for the welfare of the employees or ex-employees of the Company and wives, widows and families or the dependents or connections of such persons, and to give award or allow any pension, gratuity, compensation, grant of money, allowances, bonus or other payments to or for the benefit of such persons whether they have or have not a legal claim upon the Company and in particular, to provide for the welfare of such persons by creating and from time to time subscribing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and assistance and to contribute to charitable, benevolent or useful objects of a public character, the support of which will tend to increase the repute or popularity of the Company among its Members or the public.


18. (r) To establish and maintain branches either autonomous or affiliated, to the Company, at such places in India and on such terms as the Committee of the Company may deem suitable or expedient and control and regulate the policy, work and business of any such branches by rules, regulations or bye-laws from time to time to be made or varied by the Committee and to federate with other associations, bodies, corporations, having objects altogether or in part similar to those of the Company on such terms and conditions as the Committee may deem fit.


19. (s) And generally to do all such other things as may be deemed incidental or conductive to the attainment of the above objects or any of them.

C } Other Objects : Nil

Provided that the company shall not support with its funds, or endeavour to impose on, or procure to be observed by its members or others, any regulation or restriction which, if an objects of the company, would make it a trade union.

1. 4) The objects and activities of the Company shall be extended to the whole of India.
1. 5) (1) The income and property of the Company, whensoever derived, shall be applied solely for the promotion of its objects as set forth in this Memorandum.

1.      (2)No portion of the income or property aforesaid shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to persons who, at any time are, or have been, members of the Company or to any one or more of them or to any persons claiming through any one or more of them.

1.      (3)Except with the previous approval of the Central Government, no remuneration, or other benefit in money or money’s worth shall be given by the company to any of its members, whether officers or servants of the company or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises let to the company.

1.      (4)Except with the previous approval of the Central Government, no member shall be appointed to any office under the Company which is remunerated by salary, fees, or in any other manner not excepted by sub- clause (3).

1.      (5)Nothing in this clause shall prevent the payment by the company in good faith of reasonable remuneration to any of its officers or servants (not being members) or to any otherwise person (not being members), in return for any services actually rendered to the Company.

1.      (6)No alteration shall be made to this memorandum of association or to the articles of association of the company which are for the time being in force, unless the alteration has been previously submitted to and approved by the Registrar of Companies, NCT of Delhi & Haryana.

1.      (7)The liability of the members is limited.

1.      (8)Each Member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he ceased to be a member and of the costs, charges and expenses of winding up and for adjustment or rights of the contributories among themselves, such amount as may be required not exceeding a sum of Rs.1,000/-

1.      (9)True accounts shall be kept of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditure take place, and of the property, credits and liabilities of the Company and subjects to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force, the account shall be open to the inspection of the members. Once at least in every year, the accounts of the Company shall be examined and the correctness of the balance sheet and the income and expenditure account ascertained by one or more properly qualified auditor or auditors.

1.      (10)If upon the winding up or dissolution of the Company, there remains, after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be distributed amongst the Members of the Company but shall be given or transferred to such other Company having objects similar to the objects of this Company, to be determined by the Members of the Company at or before the time of dissolution or in default thereof by the High Court of Judicature that has or may acquire jurisdiction in the matter.