Harmoney Wealth Advisory Services India (P) Ltd. DISCLOSURE DOCUMENT FOR PORTFOLIO MANAGEMENT SERVICES

Transcription

1 Harmoney Wealth Advisory Services India (P) Ltd. DISCLOSURE DOCUMENT FOR PORTFOLIO MANAGEMENT SERVICES 1.The Disclosure Document ( the Document ) has been filed with the Securities Exchange Board of India (SEBI) along with the certificate in the prescribed format in terms of Regulation 14 of the SEBI (Portfolio Managers) Regulations, The Purpose of this Document is to provide essential information about the portfolio Services in a manner to assist and enable the investors in making informed decision for engaging a Portfolio Manager. 3. The necessary information about the Portfolio Manager is provided in this Document. Investors are advised to retain the Disclosure Document for future reference. 4. Harmoney wealth Advisory services India (P) Ltd., is registered with SEBI as portfolio Manager vide registration No : INP The details of the Principal Officer of the Portfolio Manager are as follows: Name: Mr.R.Kannan Whole Time Director, Harmoney Wealth Advisory Services India (P) Ltd. Address: Harmoney Wealth Advisory Services India (P) Ltd. No.180, 14 th B Cross, 8 th Main, 6 th Sector, HSR Layout, Bangalore Phone: harmoneywealth@gmail.com TABLE OF CONTENTS Sl.No. Particulars Page Nos. I. Definitions B-2 II. About the Portfolio Manager B-2 III. Service offered B-3 IV. Risk Factors B-4 V. Client Representation B-4 VI. Financial Performance B-7 VII. Fees & Expenses B-8 VIII. Taxation Aspects B-10 I. Accounting Policies B-10. Services to Investors B-11 1 investor relation & grievance Redressal B-12 I1 Penalties & Pending Litigations B-13 II1 Chartered Accountants Certificate. B-16 B-1

2 Disclaimer clause The particulars have been prepared in accordance with the SEBI (Portfolio Managers) Regulations, 1993 and filed with SEBI. This Document has neither been approved nor disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the contents of the Document. I. DEFINITIONS Portfolio Manager refers to Harmoney Wealth Advisory Services India (P) Ltd, Mid-Small Cap Companies mean companies which have market capitalization of less than Rs.500 Crores at any given time. Group Companies/firms means and refers to companies under same management as mentioned to in Section 370(1 B) of the Companies Act 1956 & partnership Act Related Parties / Associates Shall have the same meaning as assigned in Accounting Standard 18 (AS-18), as specified by Institute of Chartered Accountants of India (ICAI). Discretionary means the right of the Portfolio Manager to exercise any degree of discretion as to the investments or management of the portfolio of securities or the funds of the client. Non-Discretionary means the Portfolio Manager has to manage the portfolio of securities of funds in accordance with the directions of the client. Regulations means Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993 as amended from time to time. II. About THE PORTFOLIO MANAGER A. About Harmoney Wealth Advisory Services India (P) Ltd, Harmoney Wealth Advisory Services India (P) Ltd, was incorporated on 06 th November of 2002 (earlier known as Iuro Investments India (p) Ltd., and P.S.Insurance Services (p) Ltd.,). Harmoney Wealth Advisory Services India (P) Ltd, was promoted by 6 passionate Professionals with an intention to create awareness and educate clients in the concept of Financial planning for Financial well being. B. About Promoters of the Portfolio Manager, Directors and their background Name Qualification Experience M.RameshKumar B.Com. CFP 12.5 years in Stock Market. N.Madhavan B.Com years in Stock Market. R.Kannan B.Sc.(Agri) PGDBA,PGDCA, CFP 15.5 years in Stock Market. R.Subramanian 10 th 9.5 years in Mutual Fund & 4 years in Stock Market. R.Mohan M.Sc., B.Ed., PGDBA 9.5 years in Mutual Fund & 4 years in Stock Market. K.Sudha B.Sc., CFP 11.5 years in mutual fund & 4 years in Stock Market. B-2

3 C. Group Companies/Firms of Harmoney Wealth Advisory Services India (P) Ltd, are: 1. Sept Securities (Member of National Stock Exchange of India Limited). 2. Commodity wise (Member of Multi Commodity Exchange of India Limited) 3. Sept Trading Corporation D. Details of Services being offered: Discretionary III. SERVICES OFFERED: 1. GENERAL: The Services offered by the Portfolio Manager under the below strategy would be Discretionary in nature. 2. ABOUT THE SERVICE: I. Investment Objective: Portfolio Manager will construct and manage a portfolio entirely driven by the client needs and preferences. This would be achieved with equity, debt, mutual funds, derivatives or a combination of above depending upon the objectives of the client and generate capital appreciation on investment based on the risk profile. Synergy The Fund Manager will invest in Stocks; Derivatives where the total exposure of a PMS client in derivatives will not cross the client s portfolio funds placed with the fund manager, Mutual Funds, ETFs, Futures and options, Debt, Bank deposit and similar products with an aim to manage risks under different market situations by using alternative strategies. The allocation of investment within the strategy shall be made with a view to meet the changing investment needs, risk profiles and dynamic market circumstances. II. Investment Pattern The asset allocation choice would be based on the client s needs and preferences. Portfolio Manager would invest after understanding the risk profile of the investor. The risk-return preference, risk aversion level and their preferences would be documented with the help of a questionnaire. The investment time horizon and the financial objective of the investor are important inputs in working out an asset allocation strategy. Based on this, investments will be made in equity instruments of companies, debt securities of companies, derivative instruments, mutual funds and bank deposits. Asset allocation would form an integral part of the investment strategy wherein the Portfolio Manager works out an optimum mix of different asset classes best suited to the investor risk profile. III. Investor s Choice The investor has to specify the quantum of risk that he is willing to take: High, Medium or low. Minimum Portfolio Size (Portfolios accepted in funds or by way of securities) For Individual, Corporate Bodies, HUF s, Trusts, etc. Rs.25 Lakhs Any Additional investment shall have a minimum size of Rs.25 Thousand. (in cash or cash equivalent by way of securities). Any renewal of portfolio on maturity of the initial period shall be deemed as a fresh placement B-3

4 IV. RISK FACTORS i. The securities investments are subject to market risk and there is no assurance or guarantee that the objectives of the strategy will be achieved. ii. The past performance of the Portfolio Manager does not indicate the performance of the same strategy in future or any other future strategy. iii. To the extent of investment in the fixed income securities, the value of the portfolio shall be affected by changes in the general level of interest rates. iv. Debt Securities are subject to the risk of an issuer s inability to meet interest and principal payments on its debt obligations (credit risk) and price volatility due to factors such as changes in interest rates, general level of market liquidity and market perception of the credit worthiness of the issuer, among others (market risk) v. Investments in derivative instruments are subject to high levels of risk. Use of derivative investment is made to enhance the portfolio returns but there can be greater levels of loss to the portfolio as a result of investment in derivative instruments. vi. Pending deployment of funds in securities in terms of the investment objective, the funds of the strategy shall be invested in short term deposits of scheduled commercial banks or financial institutions, whenever practical and suitable. vii. Investors are not being offered a guaranteed or assured rate of return either directly or indirectly. Investment decisions made by the Portfolio Manager may not always be profitable. viii. Any act, omission or commission of the Portfolio Manager will be solely at the risk of the Client and the Portfolio Manager will not be liable for any act, omission or Commission taken or failure to act save and except in cases of willful default and / or fraud of the Portfolio Manager. ix. The Liability of the Client shall not exceed his investment with Portfolio Manager. x. The portfolio manager has no previous experience/ track record. This is the first strategy being launched by the portfolio manager. V. CLIENT REPRESENTATION Category of clients No of clients Funds Managed - Discretionary/Non-Discretionary NAV (Rs.Cr) Individual crore discretionary Corporate crore discretionary NRI crore discretionary *AS on 30-sept Portfolio Manager will execute broking transactions through Sept Securities, which is a registered Member National Stock Exchange of India Ltd with SEBI Regn. Nos. INB , INF and INE Sept Securities is a group company of harmoney wealth advisory services India (p) Ltd., B-4

5 Related Party Disclosure as per AS-18 as Specified by The Institute of Chartered Accountants of India PARTICULARS NATURE OF RELATONSHIP KEY MANAGERIALPERSONNEL (KMP): M. RAMESH KUMAR Managing Director (M.D.) N. MADHAVAN Whole Time Director R.KANNAN Whole Time Director R. MOHAN Whole Time Director R. SUBRAMANIAM Whole Time Director K. SUDHA Whole Time Director RELATIVES OF (KMP): S.NALLATHAI Wife of Mr. R.Subramaniam (Director) V.KAMAKSHI Wife of Mr.R. Kannan(Director) ENTERPRISE OVER WHICH KMP ARE ABLE TO EERCISE SIGNIFICANT INFLUENCE: COMMODITYWISE SEPT SECURITIES SEPT TRADING CORPORATION HARMONY ALTERNATIVE INVESTMENT FUND A Partnership firm owned by the KMP s A Partnership firm owned by the KMP s A Partnership firm owned by the KMP s Sponsor and Investment Manager B-5

6 NATURE OF TRANSACTION KEY MANAGEMENT PERSONNEL RELATIVE OF KMP ENTERPRISE OVER WHICH KMP ARE ABLE TO EERCISE SIGNIFICANT INFLUENCE: Director Remuneration Salary Incentive Rent Operational Expenses Operational Income Deposits Creditors / Payables ( ) Net - Unsecured Loans Taken/(Returned) (104688) - - Balance as on 31st March : Deposits Creditors / Payables Unsecured Loan Taken B-6

7 VI. FINANCIAL PERFORMANCE (Rupees in Lakhs) 1. Financial Performance of Harmoney Wealth Advisory Services India (P) Ltd based on audited financial statements. Particulars Audited Audited Audited Mutual Fund Commission Consultancy Income Income from Alternative Investment Fund Income from PMS Income from Derivative Trading Life Insurance commission Interest & Other Income Total Income Operating Expenses Operating Income Before Tax Provision for Taxation Deferred Tax Operating Income After Tax ii(a). Portfolio Management performance weighted average method Individual Resident only Year Portfolio performance (%) Net (16.58)% (8.67)% (2.08) % of all fees & charges levied by the portfolio Manager Benchmark Index- S&P CN 500 (%) 0.60% 2.33 % 2.73 % ii(b). Portfolio Management performance weighted average method NRI only Year Portfolio performance (%) Net of (12.18)% (5.96) % (0.03)% all fees & charges levied by the portfolio Manager Benchmark Index- S&P CN 500 (%) 0.60% 2.33 % 2.73% B-7

8 ii(c). Portfolio Management performance weighted average method Corporate only Year Portfolio performance (%) Net (17.11)% (8.57) % (1.89)% of all fees & charges levied by the portfolio Manager Benchmark Index- S&P CN 0.60% 2.33% 2.73% 500 (%) Note: is for six months ending The Portfolio performance has been calculated using the following formula: (Market Value as on Total Investments as on )/ Number of Clients (Total Investments as on /Number of clients) * 100 VII. FEES & EPENSES i. Investment management and advisory fees: The management fees shall be charged as specified below: FEES AND BILLING As consideration for availing the services, the Client shall pay a fixed management fee and Variable fee as incentive to the Portfolio Manager in the manner ticked/selected below and agreed to by both parties hereto: a. [ ] A. Fixed Fee: 0.50% one-time upon sum invested (initial and incremental investment) and % per month on the average of daily Net Asset Value (NAV) of the portfolio B. Variable Fee: In addition to the fixed fee the PM will charge annually a Variable Fee of 20% of the profit made over and above an initial 12% profit of investment. For the purpose of calculation of variable fee, high water mark basis shall be used. b. [ ] A. Fixed Fee: 0.5% one-time upon sum invested (initial and incremental investments) and % per month on the average of daily Net Asset value (NAV) of the portfolio B. Variable Fee : In addition to the Fixed fee the PM will charge annually a Variable Fee of 10% of the profit (NAV above investment). For the purpose of calculation of variable fee, high water mark basis shall be used. c. [ ] Fixed Fee: 0.5% one-time upon sum invested (initial and increment investments) and 0.25% per month on the average of daily Net Asset Value (NAV) of the portfolio. d. [ ] A. Fixed Fee: 0.5% one-time upon sum invested (initial and incremental investments) of the portfolio. B. Variable Fee: In addition to the fixed fee the PM will charge annually a Variable Fee 20% of the profit (NAV above investment). For the purpose of calculation of variable fee, high water mark basis shall be used. B-8

9 e. [ ] Fixed Fee : 0.5% one-time upon sum invested (initial and increment investments) and % per month on the average of daily Net Asset Value (NAV) of the portfolio or Rs upfront whichever is higher. 7.1 One time fixed fee will be charged at the time of accepting investment (both initial and incremental) the monthly fixed fee will be charged at the end of each month based upon average of daily NAV of the portfolio. 7.2 Variable fee will be charged at the end of 12 months from the date of initial investment. Incremental investment will be adjusted proportionately to the same date of initial investment. Same date of initial investment shall be taken for subsequent years for the whole portfolio. 7.3 Exit Load : In the event the Agreement is terminated prior to the expiry of the Term, then the Fixed Fee mentioned in Clause 7.1 shall be payable for the period of the full Term which would have remained effective if not for early termination. Additionally, the variable fee (incentive) mentioned in Clause 7.2 shall be payable by calculating the profit as on the day of termination (annualized). The amount so determined shall be charged to and recovered from the Client s Bank Account. 7.4 The Portfolio Manager shall have the right to appropriate the amounts payable to it under Clause 7.1, 7.2 and 7.3 or any other provisions of this agreement from the Assets and the Portfolio Manager may for this purpose sell or otherwise liquidate the Portfolio or any part thereof. The Portfolio Manager shall have a right of lien and set-off on the assets for such amount and any right of the client to withdraw the Assets or any part thereof shall be subject to the Portfolio Manager having first received all such amounts. 7.5 In addition to the fees payable under the Clause 7.1, 7.2 and 7.3, the Client shall pay to the Portfolio Manager, all costs and expenses of whatsoever nature incurred by the Portfolio Manager in connection with the services, including but not limited to the expenses and cost of custody and safe keeping of all Client securities, registration and transfer charges in respect of the Client Securities, transaction charges, Depository Participant / Bank account opening and closing charges, legal charges for recovery / transfer of securities, broker and other intermediary expenses, taxes, fees, etc. i. Custodian and Registrar & Transfer Agent and Depository related Fees & Charges: The fees shall be billed at actual on monthly basis. Harmoney Wealth Advisory services India (P) Ltd has appointed IL&FS Securities Services as Custodian with effect from ii. iii. Brokerage and transaction cost: The Portfolio Manager shall ensure that the brokerage charges payable by the client does not exceed one percent of the transaction value with a minimum of 10 paise per share. Service tax, Securities Transaction Tax, Exchange transaction charges and other charges: The fees/charges shall be billed at actual on daily basis or at such periods at the discretion of the portfolio manager. B-9

10 VIII. TAATION ASPECTS The statement of Account of transactions undertaken on behalf of the client for his portfolio along with the documents information relating to the Tax Deducted at Source (TDS), if applicable shall be provided by the Portfolio Manager to the clients. In case the client is liable to deduct tax at source on the management fee payable to the Portfolio Manager, the same shall be the responsibility of the client but subject to reimbursement by the Portfolio Manager. It is made clear that, the Portfolio Manager is not at all obliged to undertake tax planning of the Client in the event of any demand being made or raised on the Portfolio Manager by any taxation or revenue authorities to pay any sums of money towards purported tax liability in connection with or arising from the Portfolio, or transactions carried out in respect thereof, the Client shall authorize the Portfolio Manager to comply with and settle the demand and pay such amount and debit the client s account accordingly and the client shall indemnify the Portfolio Manager in respect of costs charges and expenses and liabilities and other amounts for taxes discharged or to be discharged by the Portfolio Manager. The client shall be liable to pay directly or reimburse any additional tax liabilities to Portfolio Managers, which could not be set off against the credit lying in the client account. I. ACCOUNTING POLICIES 1. The Portfolio Manager shall: a. Aggregate purchase / sale of securities for economies of scale, and in such a case, it shall do inter-se allocation of securities on a prorate basis and at the weighted average price of the day s transactions. b. Not keep any open position in respect of allocation of sales or purchases effected in a day. c. Carry out purchase or sale transactions between that of its other customers and client s accounts or between two Clients accounts, but the same shall be at the prevailing market prices d. Value the investments of each client separately on weighted average method, at the prevailing market price. 2. Accruals, accretion, benefit, allotment, calls, call refund, return, prevailing entitlement, substitute replacement any other benefit including dividend, Interest, rights, bonus accrual in respect of client account shall be received by Portfolio Manager either in his own name or in the name of the client but in either case it shall be credited in the client s account on receipt basis. 3. Basis of Accounting: The financial statements are prepared on the accrual basis of accounting under the historical cost convention. The significant accounting policies are drawn in accordance with the SEBI (Portfolio Managers) Regulations, Disclosure Document submitted to SEBI and generally accepted accounting principles 4. Capital: Capital represents Capital contributions (net of capital contribution returned, if any) by/to the Client in accordance with the Portfolio Management Agreement. B-10

11 5. Investment: Accounting for investment transactions purchase and sale of investments are recorded on the date of transaction, at cost and sale price respectively. Valuation of Investments Investments are valued at cost 6. Revenue Recognition: Dividend income is recorded on the ex-dividend rate. Gain or loss on sale of investment is determined on the basis of the First in First Out (FIFO) cost method. 7. Expenses: All Expenses are accounted for on accrual basis. Management fees (inclusive of service tax) Management fees are charged as per the agreement. 8. Provision for Tax: Provision for taxes has not been made in respect of the income reported in the revenue account during the year/period since the liability to pay applicable taxes is the Client s sole responsibility.. SERVICES TO INVESTORS a. Rights of the Investor: I ii. iii. iv. monthly Performance Review Report shall be sent to the Investor, in order to keep them updated about the status of their portfolio. The Investor is also entitled to an Annual Portfolio Performance Report. The portfolio accounts of the Portfolio Manager on the whole shall be audited annually by an independent chartered accountant and a copy of the certificate issued by the chartered accountant shall be available. The investor is entitled to appoint a chartered accountant to audit the books and accounts of the Portfolio Manager relating to his transactions and the Portfolio Manager shall co-operate with such Chartered Accountant in the course of audit. The Portfolio shall furnish a detailed statement of accounts to the investor and settle the account with the investor on the termination of the agreement. v. At the end to the stipulated tenure, the investor has the option of either renewing the strategy or receiving the portfolio value in the form of a Cheque, Demand Draft or delivery of actual securities / receipt if lying unsold, depending upon the Strategy, which he has opted for. B-11

12 b. Details of the Investor Relations Officer of the Portfolio Manager are as under: (i) Name, address and telephone number of the investor relation officer who shall attend to the investor queries and complaints are as follows. Head Operations Name: Mrs. V. Kamakshi Harmoney Wealth Advisory Services India (P) Ltd. No.180, 14 th B Cross, 8 th Main, 6 TH Sector, HSR Layout, Bangalore Phone: KAMAKSHI@HARMONEYWEALTH.COM Compliance Officer Name: Mr. R.Kannan Harmoney Wealth Advisory Services India (P) Ltd. No.180, 14 th B Cross, 8 th Main, 6 TH Sector, HSR Layout, Bangalore Phone: ingrharmoneywealth@gmail.com c. Grievances Redressal & Dispute Settlement Mechanism: The Portfolio Manager shall endeavour to address and settle all queries, complaints, grievances arising out of deficiencies in service during the subsistence of the agreement between the Portfolio Manager and the Client. In the event that the Client / Investor continues to be dissatisfied on any of the issues consequent to the Portfolio Management Services and the Agreement, both the parties shall follow the mechanism stated below: a) All disputes, differences, claims and questions whatsoever will in the first place be tried to be settled by mutual discussions. b) In the event of failure of settlement through mutual discussions between the Client and the Portfolio Manager and / or their representatives, the same shall be referred to a sole arbitrator to be appointed by the Parties mutually or in case of disagreement as to the appointment of the sole arbitrator, to a panel of three arbitrators with each Party nominating one arbitrator and the arbitrators so appointed appointing the third arbitrator. Such arbitration shall be in accordance with and subject to the provisions of The Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force. c) The arbitration shall be held in BANGALORE and be conducted in English language. B-12

13 d) The Agreement with the Client shall be governed by, construed and enforced in accordance with the laws of India e) The Agreement shall at all times take effect as having been made, entered into and to be performed in the city of BANGALORE and the Portfolio Manager and Client shall be deemed to have submitted to the exclusive jurisdiction of the competent courts / appropriate forums of / at BANGALORE in respect of all matters relating to or arising out of the arbitration proceedings, including applications for interim or interlocutory relief. With effect from September 2011, SEBI has launched a new web based centralized grievance system called SCORES i.e. SEBI Complaints Redressal System, for online filing, forwarding and tracking of resolution of investor complaints. The Client may also make use of the SCORES facility for any escalations on redressal of their grievances. SEBI vide press release PR No. 80/2012 has extended its toll free helpline service for Investors ( / ) to Saturday and Sunday from the existing Monday to Friday. The service on Saturday and Sunday would be available initially to investors from all over India in English, Hindi, Marathi and Gujarati from 9:30 a.m. to 5:30 p.m. For any queries/ feedback or assistance, the Client may also to sebi@sebi.gov.in I. PENALTIES & PENDING LITIGATIONS i. Cases of penalties imposed by SEBI under the SEBI Act or any of its regulations against the Portfolio Manager NIL ii. The nature of the penalty / direction N.A iii. iv. Penalties imposed for any economic offence and/or for violation of any securities laws Pending material litigation / legal proceedings against the Portfolio Manager / key personnel with separate disclosure regarding pending criminal cases, if any NIL NIL v. Any deficiency in the systems and operations of the Portfolio Manager observed by the SEBI or any Regulatory agency NIL Vi Any enquiry / adjudication proceedings initiated by the SEBI against the Portfolio Manager or its directors, principal officer or employee or any person directly or indirectly connected with the Portfolio Manager or its directors, principal officer or Employee, under the act or Rules or Regulations made there under NIL B-13

14 The above information is to the best of the Company s knowledge and information. For Harmoney Wealth Advisory Services India (P) Ltd Date: Signature of the Principal Officer Place: Bangalore. (R.Kannan) Date: Place: Accepted and confirmed by me/us. B-14

15 Harmoney Wealth Advisory Services India (P) Ltd., No.180, 14 th B Cross, 8 th Main, 6 th Sector, HSR Layout, Bangalore Phone: harmoneywealth@gmail.com FORM C We confirm that: (i) The Disclosure Document forwarded to the Board is in accordance with the SEBI (Portfolio Managers) Regulations, 1993 and the guidelines and directives issued by the Board from time to time; (ii) The disclosures made in the document are true, fair and adequate to enable the investors to make a well informed decision regarding entrusting the management of the portfolio to us / investment in the Portfolio Management strategy; (iii) The Disclosure Document has been duly certified by an independent Chartered Accountant M/s.Ganesan and Company, No.23, Jawaharlal Nehru Street, Puducherry , Phone: / , Membership No on Please find enclosed a copy of the chartered accountants certificate. Date: Signature of the Principal Officer Place: Bangalore (Sd) R. Kannan Name and address of the Principal Officer R.Kannan No.180, 14 th B Cross, 8 th Main, 6 th Sector, HSR Layout, Bangalore As per Regln.14, SECURITIES AND ECHANGE BOARD OF INDIA (PORTFOLIO MANAGERS) REGULATIONS, Chartered Accountants Certificate M/s.Ganesan and Company Chartered Accountants Date: 24/10/2013 To whomsoever it may concern Ref: PMS Disclosure Document Sub: Certificate We hereby certify that the disclosures made in the Portfolio Management Services Disclosure document of Harmoney Wealth Advisory Services India (P) Limited having its Registered & Principal Office at No.180, 14 th B Cross, 8 th Main, 6 th Sector, HSR Layout, Bangalore are true, fair and adequate to enable the investors to make a well informed decision. Sincerely For Ganesan and Company Chartered Accountants Regn. No S (Sd) S.Swaminathan, Partner Membership No B-15