Draft Trust Deed 26 December, 2006

Trust Deed

This Deed of Trust is executed at ______ on this the ___ day of ______________, 2006

By

[___] [The author would essentially be the founder of the trust, contributing the initial corpus
of the trust. Any person could be the author and the author could also be a trustee. Therefore,
one of the first three trustees of the trust may be the author of the trust], son/ daughter of [___],
and presently residing at [___], hereinafter called the "Settlor" (which term shall mean and
include her heirs, successors, legal representatives, administrators and assigns)

WHEREAS

A. The Settlor is desirous of setting up and developing a trust for promotion and welfare of
students, faculty and alumni of the Government College of Technology, Coimbatore and
fund activities, which enhance the academic and technological excellence of Government
College of Technology, Coimbatore.

B. The Settlor has to this end set aside a sum of Rs. [___] in cash towards constituting a trust
for the promotion and welfare of students, faculty and alumni of the Government College
of Technology Coimbatore, which amount has been accepted by the Trustees (hereinafter
defined).

C. In order to set out the terms and objects of this Trust, as well as details of the constitution,
powers and functions of the Trustees, this deed has been executed (the "Trust Deed").

NOW THIS DEED OF TRUST WITNESSETH AS FOLLOWS:

1. SETTLEMENT

In pursuance of the premises above, the Settlor does hereby convey and entrust unto the
Trustees the sum of Rs. [___] (Rupees [___] only) to hold the same in trust with the
powers and subject to the provisions hereinafter contained concerning the same.

2. NAME AND OFFICE

2.1 The name of the Trust shall be GCT Charitable Trust (the "Trust")

2.2 The office of the Trust shall be situated at [___] [Please insert the address of the
proposed office of the Trust] and / or at such other place or places as the Trustees may
decide from time to time.

3. TRUSTEES

3.1 The founding trustees shall be:

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Draft Trust Deed 26 December, 2006

i) [___]

ii) [___]

3.2 The founding trustees have signed this Trust Deed in acceptance of the office assigned to
them. The founding trustees shall hold office for their lifetime and or until such time as
he/she resigns from the said position by giving a notice in writing to the Board of
Trustees.

3.3 The donor trustee shall be any trustee who makes a donation of Rs. 3,00,000 and above to
the Trust fund. The donor trustee shall hold office for a period of five years or until such
time as he/ she resigns from the said position.

3.4 There shall be three trustees called jubilee trustees and each jubilee trustee shall be from
(i) the batch completing the 25-year anniversary of the Government College of
Technology, Coimbatore ("silver jubilee batch"), (ii) the batch following such sliver
jubilee batch, and (iii) the batch preceding such sliver jubilee batch. Such jubilee trustees
shall make a donation of Rs. 2,00,000 and above to the Trust fund. The jubilee trustees
shall hold office for a period of two years or until such time as he/she resigns from the
said position.

3.5 The donors of the Trust shall be empowered to appoint nominate or co-opt additional
trustees called nominee trustees not exceeding two in number. The nominee trustees shall
hold office for a period of two years.

3.6 The principal of the Government College of Technology, Coimbatore shall be an

honorary trustee.

3.7 The founding trustees, donor trustees, jubilee trustees, nominee trustees and honorary
trustee shall be collectively referred to as the "Trustees".

4. DONORS

4.1 Donors, who are alumni of the Government College of Technology, Coimbatore,
donating a sum equal to one twelfth of such donor's annual income in the year of
donation will be entitled to:

(i) To elect the nominee trustees;

(ii) To receive the annual report of the Trust;
(iii) To be the member of trust committees to be set up by the Board of Trustees,
provided such person is a donor Trustee.

4.3 The donations shall be recognised as follows:

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Donation Amount (in Rs.) Recognition

Rs. 25,000 and above
Rs. 10,000 and above
Rs. 5,000 and above
Rs. 1,000 and above
A tile with the name of the donor inlaid in the
Government College of Technology quadrangle.
Name of the donor etched in a brass 'Donor plaque
of fame'
Branded as a Government College of Technology
souvenir and mention of the name of the donor in
the annual report of the Trust.
Mention of the name of the donor in the annual
report of the Trust.

5. ADMINISTRATION

All the Trustees together shall be called as the board of trustees ("Board of Trustees")
headed by the chairman ("Chairman") to be elected once in every two years amongst the
Trustees. The office of Chairman shall be for a period of two years. Any question arising
in the administration of the Trust shall be decided by a vote of the majority of the
Trustees as are present and voting at a duly convened meeting, and the Chairman of the
meeting shall have a casting vote in case of equal votes. The Chairman may also take
administrative decisions, which have to be ratified in the subsequent meeting. A
resolution may also be passed by circulation. The office of the Trustees will be honorary
and would be entitled to traveling and such other expenses, as the Board of Trustees may
deem fit and reasonable.

6. PROPERTY OF THE TRUST

6.1 The Trustees can receive gifts/donations either from any one of them or from others in
cash or in kind and the gift so received together with the initial sum of Rs. [___] settled
under this Trust Deed shall form the corpus of the Trust.

6.2 The Trustees shall have the power to acquire any right, title or interest in property, both
moveable as well as immoveable, in the name of the Trust, including but not limited to
the power to enter into lease deeds and other arrangements in order to acquire an interest
in moveable property. Any such property shall be acquired and held in the name of the
Trust and all documents evidencing the acquisition of such property will bear the name of
the Trust.

6.3 Proper accounts in respect of the incomes, expenditures, and assets of the Trust shall be
maintained at the registered office of the Trust.

6.4 The property of the Trust, if any, shall not be transferred or applied for any purposes other
than those that have been set out herein as the objects of the Trust and the Trustees will
not be involved in or carry out any activities for profit. For the avoidance of all doubts,
the property of the Trust shall be utilized only for such purposes and within such
territories and subject to such restrictions as have been prescribed under the Income Tax
Act, 1961 or the Wealth Tax Act, 1957 or any statutory modification thereof and any

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other enactment governing taxation in order to make the income of the Trust and its
wealth, eligible for an exemption under the Income Tax Act, 1961 and/ or the Wealth Tax
Act, 1957. The Trust shall be established in such a manner as to ensure that it shall be
recognized or approved by the Income Tax Authorities for exemption, deduction or relief
under Section 80G of the Income Tax Act, 1961 or any other act for the time being in
force in India.

6.5 The funds and other property of the Trust will be invested in the manner specified under
the provisions of Section 13(1)(d) read with Section 11(5) of the Income Tax Act, 1961 as
amended from time to time. The Trustees will not invest or cause to be invested any of
the funds or the property of the Trust in any mode, which is contrary to the provisions of
the Income Tax Act, 1961.

6.6 The funds and other incomes of the Trust shall be managed by professional fund
management institution to be appointed by the Board of Trustees.

7. THE OBJECTS OF THE TRUST

The Trust shall be established to follow the following object:

(i) To promote activities that enhances the academic and technological excellence of
the community of Government College of Technology, Coimbatore;
(ii) To provide financial assistance in the form of interest-free and collateral-free
long-term student loans, scholarships, grants and tuition fees for students to
pursue education at the Government College of Technology, Coimbatore;
(iii) To provide financial and technical assistance to the economically disadvantaged
students to pursue education Government College of Technology, Coimbatore;
(iv) To accept donation, grants, sponsorships, presents and other offerings and to deal
with the same for the purpose of the trust;
(v) To create and enhance the brand image of Government College of Technology,
Coimbatore by suitable means;
(vi) To provide faculty research grants, student and faculty achievement awards and
such other incentive schemes to promote the academic excellence in Government
College of Technology, Coimbatore;
(vii) To provide infrastructure facilities such as libraries, reading rooms, research and
training centers, and residential accommodation for students, teachers, and staff
members engaged in carrying out any of the objects of the Trust; and
(viii) To apply to various authorities to seek their funding of the research and
development activities and to utilize any funds so obtained towards the pursuance
of the objects of the Trust.

8. POWERS OF THE TRUSTEES

Notwithstanding any powers available to the Trustees as expressly set out elsewhere in
this Trust Deed and in any law for the time being in force in India, the Trustees will have
the following powers:

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(a) The Trustees shall be empowered to enter into and execute contracts, agreements,
powers of attorney, and all other deeds and documents as may be necessary for
the purposes of the Trust or to achieve any of the objects of the Trust.

(b) The Trustees shall be empowered to employ, retain or secure under contract the
services of various professionals, skilled personnel, technical advisors, legal and
financial consultants, as well as a managerial and administrative staff, workmen,
gardeners, drivers, office boys, watchmen, servants and other personnel for the
purpose of achieving the objects of the Trust.

(c) The Trustees shall be empowered to receive subscriptions, donations,

contributions and gifts in cash or in kind and to hold and administer them in such
manner as the Trustees see fit in order to achieve the objects of the Trust.

(d) The Trustees shall also be empowered to utilize and invest the property of the
Trust in such manner as they see fit, provided that, no portion of the property of
the Trust is distributed among the Trustees as profits, dividends or bonus.
However, the Trustees shall be entitled to remuneration for special jobs and
works performed in furtherance of the objects of the Trust.

(e) The Trustees shall be entitled to deal in any and all the property of the Trust
whether moveable or immoveable, whether through lease or sale or any other
transfer of right title or interest therein upon such terms as they think fit and
proper.

(f) The Trustees shall have the power to borrow money or raise loans of in any other
manner arrange for funds for the purpose of achieving the objects of the Trust.

(g) The Trustees shall be entitled to create one or more committees and/or sub-
committees for carrying out the objects of the Trust and shall be empowered to
frame the rules of conduct for these committees and sub-committees. Each of the
committees will comprise at least one Trustee and may contain any other
members as the Trustees think fit. The Trustees shall be empowered to remove
any of the members of the committees or sub-committees as they may choose
and to appoint fresh members of the same. The committees or sub-committees
shall operate as administrative bodies and shall not have the power to bind the
Trust without the express approval of the Trustees in this regard.

(h) The Trustees shall be entitled to frame rules and regulations for the conduct of
their business with regard to achieving the objects of the Trust as well as for the
administration of the Trust and the maintenance and conduct of the various
projects and activities as may be planned by the Trustees in furtherance of the
objects of the Trust.

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(i) The Trustees shall be empowered to open and operate bank accounts with any
bank operating in India. Cheques and other negotiable instruments may be signed
by any of the Trustees or any other persons duly designated as authorized
signatories by the Trustees.

(j) The Trustees shall maintain proper accounts showing all receipts and
disbursements made on account of the Trust and the same shall be duly audited
along with all necessary vouchers and other supporting documents as may be
necessary by such Chartered Accountant as the Trustees may appoint.

(k) The Trustees shall be empowered to defend or institute any suit, claim, litigation
or other legal action on any matter against or in respect of the Trust and to
compound, settle or adjust any dispute or legal differences or to refer the same to
arbitration or any other form of dispute resolution. In this regard, the Trustees
shall be empowered to appoint lawyers, chartered accountants, or other persons
in order that such persons may represent the Trust before a court, tribunal,
arbitrators, or any other administrative, quasi-judicial or other forum where any
dispute, difference, or claim may be raised.

(l) The Trustees shall do or cause to be done all lawful acts deeds and things as may
be necessary for the furtherance of the objectives of the Trust and which may be
necessary to further the spirit of the Trust.

(m) No income of the Trust shall be applied for the personal benefit either of the
Trustees or of the Settlor. Further, no funds or income of the Trust shall be
invested in any such organization that has a direct relationship with any of the
Trustees while such persons are Trustees.

(n) The surplus funds of the Trust, which has not been spent in any year, shall be
invested in the modes prescribed under the relevant sections of the Income Tax
Act, 1961, as amended from time to time.

(o) The Trustees shall assist in obtaining necessary tax incentives on the donations
made to the Trust for all the donors within and outside India.

9. UTILIZATION OF THE TRUST PROPERTY AND FUNDS

9.1 The Trustees shall utilize the income, interest and dividend of the Trust funds to, in the
first instance, pay all costs, expenses and other charges of the Trust and shall hold the
balance of the income of Trust in order that the same may be utilized in order to achieve
the objects of the Trust. The funds and income of the Trust shall be utilized for the
achievement of the objects of the Trust and under no circumstances shall these funds or
incomes be utilized for the payment of interest, commission, profits, or dividends to the
Trustees.

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9.2 The Trustees shall be entitled to reimbursement or to pay and discharge any of the
expenses legitimately and properly incurred in respect of the fulfillment of the objects of
the Trust.

9.3 The benefits of the Trust shall be open to all persons of the Government College of
Technology regardless of caste, creed, race or religion.

9.4 The accounts of the Trust shall be maintained at the registered office of the Trust and
shall be audited regularly by a chartered accountant. The accounts will be closed on 31
March of each year.

10. LIABILITY OF THE TRUSTEES

10.1 The Trustees shall be liable only to the extent of the amounts that they receive in trust,
and hold for the purpose of utilization in the Trust for achieving its objectives, and shall
not be liable for any amounts received in their personal name or to the extent of their
personal assets. Where the Trustees have entered into a contract in furtherance of their
obligations as Trustees, no suit shall lie against their personal assets but their liability
shall be limited to the funds of the Trust.

10.2 The Trustees shall be bound to act in a manner as befits a trustee in a position of fiduciary
responsibility. However each Trustee shall only be liable, answerable or accountable for
his/her own acts, deeds, neglects and defaults and not for those of any other Trustee nor
shall they be liable for the acts, deeds or defaults of any other person in whose hands the
funds or property of the Trust may have, for the time being, been placed, or who as a
consequence of performing some activity for or on behalf of the Trust, causes harm or
damage to any third party unless the same shall take place as a result of their own neglect
or willful negligence.

11. DISSOLUTION

In the event of dissolution or winding up of the Trust, the assets remaining as on the date
of dissolution shall under no circumstance be distributed among the Trustees/members of
the managing committee/members of the governing body, but the same shall be
transferred to another charitable trust, society, association or institution whose objects are
similar to those of this Trust and which enjoys recognition under Section 80G of the
Income Tax Act, 1961 as amended from time to time.

12. AMENDMENT

No amendment to the Trust Deed or the memorandum of association or the by-laws or the
rules and regulations shall be made which may prove to be repugnant to the provisions of
Sections 2(15), 11, 12 and 13 and Section 80G of the Income Tax Act, 1961 as amended
from time to time. Further, no amendment shall be carried out without the prior approval
of the Commissioner of Income Tax or other competent authority in this respect.

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Draft Trust Deed 26 December, 2006

13. MISCELLANEOUS

13.1 The object of the Trust shall be achieved without involving any activity for profit.

13.2 The Trustees and members of their immediate families shall not be entitled to the benefits
of the Trust.

13.3 The Trust formed is irrevocable.

Testimonium and Attestation

IN WITNESS WHEREOF I, [___], have executed these presents on the day, month, and year
first above written.

_______________
(Settlor)

SIGNED, SEALED, AND DELIVERED BY the said Settlor [___] at [___] in the presence of:

(1) Mr./Ms. ________________________________ (WITNESS No. 1)

(2) Mr./Ms. ________________________________ (WITNESS No. 2)

who have signed below:

_________________ _________________
(WITNESS No. 1) (WITNESS No. 2)

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