TRUST INVESTMENT ADVISORS PVT. LTD. PORTFOLIO MANAGEMENT SERVICES DISCLOSURE DOCUMENT

Transcription

1 TRUST INVESTMENT ADVISORS PVT. LTD. PORTFOLIO MANAGEMENT SERVICES DISCLOSURE DOCUMENT DATE : 4 Th July 2016

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3 FORM C SECURITIES AND EXCHANGE BOARD OF INDIA (PORTFOLIO MANAGERS) REGULATIONS, 1993 (Regulation 14) We confirm that: M/s. Trust Investment Advisors Pvt. Ltd. Registered Office Address: 109/110, Balarama Premises Co-op. Soc. Ltd., Bandra Kurla Complex, Bandra (East), Mumbai Phone No : Fax No / address: nipa.sheth@trustgroup.co.in (i) the 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; (iii) the has been duly certified by an independent Chartered Accountant M/s. B Y & Associates, Chartered Accountants, , Apeejay House, 130, Mumbai Samachar Marg, Mumbai , Phone No , firm registration number W on Date: Place: Mumbai Sd/- Ms. Nipa Sheth, Registered Office Address: 109/110, Balarama Premises, Co-op. Soc. Ltd., Bandra Kurla Complex, Bandra (East), Mumbai Phone No: , address: nipa.sheth@trustgroup.co.in

4 Portfolio Management Services (As required under regulation 14 of SEBI (Portfolio Managers) Regulations, 1993) The Document has been prepared in accordance with the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993, as amended from time to time and filed with SEBI. The Document has been filed with SEBI along with the certificate in the prescribed format in terms of regulation 14 of SEBI (Portfolio Managers) Regulation The purpose of the 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. The document covers necessary information about the Portfolio Manager required by an investor before investing, and the investor may also be advised to retain the document for future reference. Details of Principal Officer: Name: Mrs. Nipa Sheth Registered Office Address: Trust Investment Advisors Pvt Ltd, 109 & 110, First Floor, Balarama Premises Co-operative Society Ltd, Village Parigkhari, Bandra Kurla Complex, Bandra (East), Mumbai Phone No: address: nipa.sheth@trustgroup.co.in This is dated 4 th July, Page 1 of 34

5 Table of Contents Sr. No. Particulars Page No. 1. Disclaimer 3 2. Definitions 3 3. Description of the Portfolio Manager 6 4. Penalties, pending litigation or proceedings, finding of inspection or 9 investigations for which action may have been taken or initiated by any regulatory authority. 5. Details of Services offered Risk factors Client Representation The Financial Performance of the Portfolio Manager Portfolio Management Performance of the Portfolio Manager in the last 17 Three years. 10. Fees and Services charged Agreement Rights and Liabilities of the Client Rights, Duties and Liabilities of the Portfolio Manager Custody of Securities Taxation Accounting Policies Termination of Agreement Disclaimer by Portfolio Manager Investors Services Grievances Redresses / Dispute Handling Mechanism Other Disclosures by Portfolio Manager List of Approved Share Brokers, involved for Portfolio Management 33 Activities 23. General 34 Page 2 of 34

6 1. Disclaimer This have been prepared in accordance with the SEBI (Portfolio Managers) Regulations, 1993 as amended from time to time 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. 2. Definitions 1. Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992) as amended from time to time. 2. Agreement includes contract entered between the portfolio manager and the client for the management of funds and / or securities of the client. 3. Cash Account means the bank account in which the funds handed over by the client shall be held by the Portfolio Manager on behalf of the client. 4. Chartered Accountant means a Chartered Accountant as defined in clause (b) of subsection (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act. 5. Client means anybody corporate, partnership firm, individual, HUF, association of person, body of individual, trust, Provident Fund, Gratuity Fund, Pension Fund, Superannuation Fund, statutory authority, or any other person who enters into agreement with the Portfolio Manager for the management of his portfolio. 6. Custodian means the Depository participant who holds the shares, securities and cash on behalf of the client. 7. Discretionary Portfolio Manager means a portfolio manager who exercises or may, under a contract relating to Portfolio Management, exercises any degree of discretion as to the investments or management or administration of the portfolio of securities and / or the funds of the clients, as the case may be. 8. Non-Discretionary Portfolio Manager means a portfolio manager who manages the funds and/or securities, in accordance with the directions of the clients. 9. Fund means the monies placed by the client with the Portfolio Manager and any accretion thereof. Page 3 of 34

7 10. Fund Manager (FM) means the individual/s appointed by the portfolio manager who manages, advises or directs or undertakes on behalf of the client (whether as a discretionary Portfolio Manager or otherwise) the management or administration of a portfolio of securities or the funds of the clients, as the case may be. 11. NAV means the net asset value of the Portfolio and shall be aggregate of (a) the amount of Cash in the cash account: and (b) the value of the Client Securities calculated on the basis of the closing rates as on the immediately preceding trading day and (c) accrued interest on the security, (d) mutual fund, (e) Application Money (f) interest on application money, (g) dividend including dividend on mutual fund minus (h) TDS (if any). 12. Person directly or indirectly connected, means any person being an associate, subsidiary, inter-connected company or a company under the same management within the meaning of section 370(1B) of the Companies Act, 1956 or in the same group. 13. Portfolio means the total holdings of securities belonging to the client, the idle cash and cash equivalents. 14. Portfolio Manager (PM) means Trust Investment Advisors Pvt. Ltd. who has obtained certificate from SEBI dated 25 th September 2006 to act as a Portfolio Manager under Securities and Exchange Board of India (Portfolio Managers) Rules and Regulations, 1993, vide Registration No. INP and subsequently renewed on 29 th September 2009 for the period from 01 st October 2009 to 30 th September 2012 and subsequently renewed on 8 th January 2013 for the period from 01 st October 2012 to 30 th September 2015 and further subsequently renewed on 15 th December 2015 for the period from 01 st October 2015 to 30 th September Principal Officer a director of the Portfolio Manager who is responsible for the activities of portfolio management and has been designated as principal officer by the Portfolio Manager. 16. Regulation means the Securities and Exchange Board of India (Portfolio Manager) Regulations, 1993 as amended by Securities and Exchange Board of India (Portfolio Managers) Amendment Regulations, 2002 and as may be amended by SEBI from time to time. Page 4 of 34

8 17. Rules means the Securities and Exchange of India (Portfolio Managers) Rules, SEBI/Board means the Securities and Exchange Board of India. 19. Securities means and includes security as defined under the securities contracts (regulations) Act, 1956 and also includes Central/State Government Securities, Bonds, negotiable instruments including usance bills of exchange, trade bills, deposits or other money market instruments, shares (whether dematerialized or otherwise), scrips, stock, warrants, debentures, preference shares, ADRs GDRs, foreign currency commitments, hedged, swaps or netting of any other securities issued by any company or other body corporate, any trust, any entity, and all money rights or property that may at any time be offered or accrue (whether by right, bonus, redemption, preference, option or otherwise) and whether in physical and in dematerialized form in respect of any of the foregoing or evidencing or representing rights or interest therein; convertible debentures, nonconvertible debentures, fixed return investments, floating rate instruments, equity linked instruments or other marketable securities of a like nature in or of any incorporated company or other body corporate, derivative instruments, options, futures, swaps, commercial paper, certificates of deposits, units issued by Unit Trust of India and/or by any mutual funds and units issued by any collective investment scheme to the investors in such schemes, mortgage backed or other asset backed securities issued by any institution or corporate, security receipts as defined in clause (zg) of section 2 of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, cumulative convertible preference shares issued by any incorporated company and securities issued by the Central Government or a State Government, right or interest in securities or any other securities that may be issued from time to time by the concerned authorities, any other instrument or investments as may be permitted by applicable law from time to time. 20. Securities Lending Scheme means the securities lending as per the Securities Lending Scheme, 1997 specified by the Board. 21. Product means any of the current investment products or such product that may be introduced at any time in future by the portfolio manager. Page 5 of 34

9 Words and expressions used in this disclosure document and not expressly defined shall be interpreted according to their general meaning and usage. The definitions are not exhaustive. They have been included only for purpose of clarity and shall in addition be interpreted according to their general meaning and usage and shall also carry meanings assigned to them in regulations governing Portfolio Management Services. 3. Description of the Portfolio Manager Trust Group is one of the leading players in the origination, intermediation, distribution and fund management in the Indian Fixed Income and Money Market through our following Group Companies. Trust Capital Services (India) Pvt. Ltd (TCS): TCS, incorporated in 2001, is the flagship company of the group which provides intermediation and distribution services to banks, development finance institutions, primary dealers, insurance companies, mutual funds, provident fund trust among others. The company is Deposit Based Member of BSE and having SEBI registration number INZ vide dated Trust Financial Consultancy Services Pvt. Ltd (TFCS): Trust Financial Consultancy is member of NSE Cash & Derivative & Debt Segment having SEBI Registration No. INB , INF & INF respectively. TFCS is also having membership of Capital Market and Derivative Market of BSE having SEBI Registration No. INB & INF respectively. It is also member of Metropolitan Stock Exchange of India Ltd. in Currency Derivative Segment, Capital Market and Derivatives / Debt segment having registration No. INE , INB and INF respectively. Further, it has also obtained Registration with SEBI as Research Analyst having registration no. INH w.e.f. 25 th August, Previously, TFCS, an inter -dealer broker, was member of the Wholesale Debt market Segment of the National Stock Exchange of India (NSE) since 2003, and has since been providing intermediation services in Government Securities, Treasury Bills, Public Sector Undertaking Bonds, Corporate Bonds, State Development Loans, Tax Free Bonds among others. Page 6 of 34

10 Trust Investment Advisors Pvt. Ltd (TIA): TIA is a subsidiary of TCS and was incorporated in TIA is a Securities and Exchange Board of India registered as Category 1 Merchant Banker having SEBI Registration No.INM is permanent certificate dated 14 th March, 2013 and Portfolio Manager having SEBI Registration No.INP Trust Investment Advisors Pvt. Ltd. is a private limited company incorporated under the provisions of the Companies Act, 1956 having registered office at 109 & 110, First Floor, Balarama Premises Co-operative Society Ltd, Village Parigkhari, Bandra Kurla Complex, Bandra (East), Mumbai Trust Investment Advisors Pvt. Ltd. has obtained Portfolio Manager Certificate of Registration No.INP from SEBI effective from to and was renewed on 29 th September, 2009 for the period from to and was subsequently renewed on 8 th January 2013 for the period from to and was subsequently further renewed on 15 th December 2015 for the period from to The paid up capital of Trust Investment Advisors Pvt. Ltd. is Rs Crores, Trust Capital Services (I) Pvt. Ltd, holds 99.85% of the equity capital of the Portfolio Manager. Trust-Plutus Wealth Managers (India) Pvt. Ltd.: Incorporated in 2010, Trust-Plutus Wealth Managers (India) Pvt. Ltd. is in the business of providing Wealth Advisory Services and distribution of Mutual Funds, Insurance, and Securities etc. TrustPlutus Family Office & Investment Advisers (India) Private Limited: TrustPlutus Family Office & Investment Advisers (India) Private Limited obtained the license of Investment Advisors in TrustPlutus Family Office and Investment Advisers (India) Pvt. Ltd. is subsidiary of TrustPlutus Wealth Manager (India) Pvt. Ltd. TrustPlutus is a unique client centric advisory platform offering bespoke wealth solutions. It focus on 5 key client segments; viz Small and Medium enterprises, Family Legacies, Top Management, Professionals and Non Residents. It is committed to providing goal based solutions through a scientific and disciplined process, aimed at mitigating risks. Its deep commitment to its clients needs and aspirations together with the Page 7 of 34

11 analytical vigour, strong governance, wisdom and insight of its team enables it to create superior risk adjusted solutions. TrustPlutus Family Office & Investment Advisers (India) Private Limited has been incorporated to comply with SEBI (Investment Advisers) Regulations, 2013 vide registration certificate no. INA dated 18th December 2013 and is valid up to 17 th December, Promoters of the Portfolio Manager and their background Trust Capital Services (I) P. Ltd., holding company was incorporated on 2 nd February 2001 and is actively operating since then. Last year the company had applied for Deposit Based Membership of BSE and had received the SEBI registration certification having registration number INZ vide dated The company has a vast experience in Indian Debt Market and equity market with offices in 9 cities viz., Mumbai, New Delhi, Kolkata, Chennai, Hyderabad, Bengaluru, Pune, Bharuch, and Ahmedabad. Board of Directors and their background: Director Mrs. Nipa Sheth & Mrs. Nisha Mehta both are having vast experience in Debt & Equity market. Mrs. Nipa Sheth, Director Director Mrs. Nipa Sheth is a qualified Chartered Accountant (4 th Rank Holder) and Chartered Financial Analyst and she is having vast experience of approx. Nineteen years in Debt Market and fifteen years in Equity Market. Mrs. Nisha Mehta, Director Director Mrs. Nisha Mehta is a qualified Architect and she is having experience of approx. Fifteen years in Debt Market and Approx. Nineteen years in architecture. The Company along with its Associates is catering to various clients on PAN India basis. The Company along with its Associates has gained expertise in Government Securities, Corporate / PSU Bonds, State Government Bonds and RBI Relief Tax Free Bonds; and also created a strong brand loyalty of customers which comprises of Financial Institutions, Banks, Provident Funds, Mutual Funds, Primary Dealers, Charitable Organisation and High Net worth Individuals. Page 8 of 34

12 Top 10 Group Companies under the same Management as per section 370(1B) of the Companies Act, 1956, of the Portfolio Manager in India. 1) Trust Capital Services (India) Private Limited. 2) Trust Financial Consultancy Services Private Limited. 3) Trust-Plutus Wealth Managers (India) Pvt. Ltd. 4) Chanakya Corporate Services Pvt. Ltd. 5) Sankhya Financial Services Pvt. Ltd. 6) Calculas Financial Consultants Pvt. Ltd. 7) Abhigam Shares and Securities Pvt. Ltd. 8) Trust Capital Holdings Pvt. Ltd. 9) Chanakya Wealth Creation Pvt. Ltd. 10) TrustPlutus Family Office & Investment Advisers (India) Private Limited 4. Penalties, pending litigation or proceedings, findings of inspection or investigations for which action may have been taken or initiated by any regulatory authority SR. PARTICULARS NO. 1 All cases of penalties imposed by the Board or the directions issued by the Board under the Act or Rules or Regulations made there under: REMARKS None 2 The nature of the penalty / direction: None 3 Any pending material litigation / legal proceedings against the portfolio manager / key personnel with separate disclosure regarding pending criminal cases, if any: 4 Any deficiency in the systems and operations of the portfolio manager observed by the Board or any regulatory agency: None None Page 9 of 34

13 5 Any enquiry / adjudication proceedings initiated by the Board 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: None 6 Penalties imposed for any economic offence and/or violation of any securities laws None 5. Details of Services Offered a) Services offered (i) Discretionary Portfolio Management - The portfolio account of the client is managed at the full discretion and liberty of the Portfolio Manager. Thus the choice and timing of investment rests solely with the Portfolio Manager. The portfolio managers decision (taken in good faith) in deployment of the Clients account is absolute and final and cannot be called in question or be open to review at any time during the tenure of the agreement or any time thereafter except on the ground of malafide, fraud, conflict of interest or gross negligence. The equity related portfolios (if any) shall be managed under the Chanakya Wealth Creation name. (ii) Non-discretionary Portfolio Management - The portfolio account of the client is managed in accordance with the directions of the client. (iii) Advisory Services The Portfolio client is given purely advisory services as stipulated under SEBI PMS Regulations and in accordance with the requirement of the client. Portfolio Manager gives advice to the client regarding investment/disinvestment in Securities. However, discretion lies with the client whether to act upon it or to ignore the advice. The Portfolio Manager will provide advisory portfolio management services, in terms of the SEBI (Portfolio Manager) Regulations, 1993 and SEBI (Investment Page 10 of 34

14 Advisers) Regulations, 2013, which shall be in the nature of Investment advice and may include advice relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing securities or investment products, whether written, oral or through any other means of communication for the benefit of the client. Investment advice shall be for an agreed fee structure and for a period agreed and entirely at the client s risk. The Portfolio Manager shall act in a fiduciary capacity towards its client. b) Investment objective The general objective is to formulate and device the investment philosophy to achieve long term growth of capital by investing in assets, which generate reasonable return and to ensure liquidity. The actual portfolio management style will vary in line with each client profile with regard to his risk tolerance levels and specific preferences or concerns. Objective of the Derivative Exposure: The objective to use derivatives is purely to protect the portfolio in case of a severe market correction. We seek to use derivatives purely to protect client s portfolio in case of sharp drawdowns of the aggregate market. The Derivatives will only be used for hedging and/or portfolio rebalancing. c) Types of Securities The portfolio manager/fund manager shall invest in all such types of securities as defined herein above (Please refer to definitions) and in all such securities as permissible from time to time. Type of Derivatives to be used Only options on the Nifty / Sensex will be used for the purpose (i.e. broad based market indices) of hedging and portfolio rebalancing. The position will always be as buyer/holder of the option. Exposure: The maximum exposure in derivatives will not exceed the limit specified in the agreement in absolute term and in percentage terms. d) The policies for investments in associates/ group companies: TIAPL currently does not intend to invest in any of its associate or group companies. Page 11 of 34

15 e) Minimum Investment Amount- The Portfolio Manager will not accept a corpus of less than Rs lacs or such minimum amount as specified by SEBI from time to time. The client may on one or more instances or on a continual basis, make further placements of funds/ securities under the services. 6. Risk Factors 1. Securities investments are subject to market risk and there is no assurance or guarantee that the objectives of the investment will be achieved. 2. The past performance of the portfolio manager does not indicate the future performance. 3. The Portfolio Manager is neither responsible nor liable for any losses resulting from the operations in good faith of the Portfolio Products. 4. The investments made by the Portfolio Manager are subject to risks arising from the investment objective, investment strategy and asset allocation. 5. The investment made by the Portfolio Manager is subject to risk arising out of non diversification, etc. 6. The investments in equity related instruments of mutual funds are subject to interest rate risks, credit risks, political and geopolitical risks, currency risks, country risks and risks arising from changing business dynamics. This may adversely affect returns. 7. At times the performance of the Portfolio would depend on the performance of such companies / industries / sectors of the economy / class of assets. Technology, pharmaceutical stocks and some of the investments in niche sectors run the risk of high volatility, high valuation, obsolescence and low liquidity. 8. The Portfolio Manager may invest in non-publicly offered debt securities and or unlisted equities. This may expose the portfolio to liquidity risks. Page 12 of 34

16 9. The value of the Portfolio may increase or decrease depending upon various market forces affecting capital market, money market, debt market in general or in particular. 10. Reinvestment Risk: Since interest rates are vary from time to time, interim cash flows from interest-bearing debt instruments may be reinvested at a lower yield than the original yield. 11. The liquidity of the investments is guided and inherently restricted by trading volumes in the securities in which the Portfolio Manager may invest. This may limit the Portfolio Manager's ability to freely deal with securities in the Portfolio. 12. The Portfolio Manager may, considering the overall level of risk of the portfolio, invest in lower rated/unrated securities that offer higher yield, which may increase the risk to the portfolio. Such investments shall be subject to the scope of investments laid down in the executed Agreement. 13. Trading volumes, settlement periods and transfer procedures may restrict the liquidity of the investments made by the Portfolio Manager. Different segments of the Indian financial markets have different settlement periods and such periods may be extended significantly due to unforeseen circumstances. The inability of the Portfolio Manager to make intended security purchases due to settlement problems could result in missing out certain investment opportunities. By the same rationale, the inability to sell securities held in Portfolio due to the absence of a well developed and liquid secondary market for debt securities would result, at times, in potential losses in the Portfolio. 14. Securities which are not quoted on the market are inherently illiquid in nature and carry a larger liquidity risk in comparison to the securities that are listed on the exchanges or offer other exit options to the investor, including a put option. The Portfolio Manager may choose to invest in unlisted securities that offer attractive yields. This may however increase the risk of the Portfolio. Page 13 of 34

17 15. Risks in Derivatives: An option holder runs the risk of losing the entire amount paid for the option in a relatively short period of time. This risk reflects the nature of an option as a wasting asset which becomes worthless when it expires. An option holder who neither sells his option in the secondary market nor exercises it prior to its expiration will necessarily lose his entire investment in the option if the price of the underlying asset does not change in the anticipated direction before the option expires to an extent sufficient to cover the cost of the option (the premium), the investor may lose all or a significant part of his investment in the option. 16. While securities that are listed on the stock exchange carry lower liquidity risk, the ability to sell these investments is limited by the overall trading volume on the stock exchanges. Money market / debt securities while fairly liquid, lack a well-developed secondary market, which may restrict the selling ability of the Portfolio Manager and may lead to investments incurring losses till the security is finally sold. 17. In any Scheme which may invest predominantly in schemes of Mutual Funds - Debt and/or equity and other instruments, its performance may depend on that of the underlying schemes of Mutual Funds. Any change in investment policies or fundamental attributes of underlying schemes could adversely affect performance of the portfolio. Also, for a sharp increase in the stock market during the period of investment, the return of the portfolio might be less than that given by direct investment of similar amounts in equities. 18. The Clients may not be able to avail of securities transaction tax credit benefit and/or tax deduction at source (TDS) credit and this may result in an increased incidence of tax on the Clients. The Client may incur a higher rate of TDS/ Dividend Distribution Tax in case the investments are aggregated in the name of the Portfolio Management plan. 19. The investments of the fund and resultant investment are subject to a very wide range of risks which include amongst others inter alia: a) Overall economic slowdown, unanticipated bad corporate performance, environmental or political (including changes in tax laws and rates), changes in Page 14 of 34

18 government policies and regulations with regards to industry and exports, technological change, obsolescence of market technology, changes of local/international markets which affects stock market. b) Act of state, sovereign action, Acts of God, natural calamities, Acts of war, civil disturbance. c) Delisting or market closure, relatively small number of scrips accounting for a large proportion of trading volume. d) Misjudgment of Portfolio Manager, unsystematic settlement procedures, refusal or delay in registration of securities, non-receipt of interest or dividend etc. 20. Limited liquidity in the market, settlement risk, impeding readjustment of portfolio composition, highly volatile money markets in India. There is also risk of total loss of value of an Asset, possibilities of recovery of loss in investments only through expensive legal process. Such loss could arise due to factors which by way of illustration, include, default or non performance of a third party, company s refusal to register a security due to legal stay or otherwise, disputes raised by third parties. Misjudgment by the portfolio manager or his incapacitation due to any reason however remote is also a risk. Thus the investment in Indian Money Market involves above average risk for investors compared with other types of investment opportunities. Investments will be of a longer duration compared to trading in securities. There is a possibility of the value of investment and the income there from falling as well as rising depending upon the market situation. 21. Performance of the Portfolios may be impacted as a result of specific investment restrictions provided by the client. 22. The Portfolio Manager is not guaranteeing or assuring any return on investment. Page 15 of 34

19 7. Client Representation i. The Portfolio Management services performance for the previous three years ended on, 31 st March 2016, 31 st March 2015 & 31 st March 2014 & are as follows. Category of Clients Discretionary / Non- Discretionary / Advisory No. of Clients Funds Managed (Rs. In Cr) No. of Clients Funds Managed (Rs. In Cr) No. of Clients Funds Managed (Rs. In Cr) Associate / Group Companies Discretionary Other Clients Discretionary Advisory 8 6, , Grand Total 176 7, , , Note: Data mentioned above are status as on the last day for the financial year ended i.e , & respectively. ii. Complete disclosure in respect of transactions with related parties as per the standards specified by the Institute of Chartered Accountants of India. Related parties with whom transactions have taken place during the year (F.Y as per Provisional Unaudited Books) are: (Refer Annexure 1) 8. The Financial Performance of the Portfolio Manager The financial performance of the company for the year, (unaudited), (audited), (audited) and (audited) are as follows. Year Turnover(Rs. in Lacs) Profit /(Loss) (Rs. in Lacs) (Unaudited) 10, , (Audited) 8, , (Audited) 4, (Audited) 6, , Page 16 of 34

20 9. Portfolio Management performance of the portfolio manager in the last three years. The performance of portfolio for the F. Y , F. Y and F. Y are as follows. Portfolio Management performance Year ( ) Year ( ) Year ( ) Segment - DEBT PMS Portfolio Performance (%), Net of all fees and charges levied by the portfolio manager. Benchmark Performance % Individual Clients 8.45% 14.43% 8.88% Corporate Clients 8.61% 13.59% 9.26% CRISIL Fund ~Dx* NIL NIL NIL CRISIL CompBex ** 8.24% 14.35% 4.33% Segment - EQUITY PMS Portfolio Performance Individual Clients (0.42)% 41.56% 40.58% (%), Net of all fees and Corporate Clients charges levied by the (2.36)% 45.33% 28.85% portfolio manager. Benchmark Performance % S&P CNX NIFTY% (8.86)% 26.65% 17.98% ** CRISILFUND ~ DX is an index of all debt schemes of mutual funds and CRISIL CompBex is a Composite Bond Index. Both are performance indexes that we use as performance benchmark indices * CRISIL Fund ~Dx is not provided since CRISIL has discontinued using and providing CRISIL Fund ~Dx as index from Financial Year Ended on Fees and Services Charged (To be based on actuals) 1. Investment management fee: i.e. Fixed Fees charged as agreed with the client wide terms and conditions mentioned in the agreement relating to the Portfolio Management Services offered to the Clients. 2. Performance management fee i.e. a performance fee based on profit slabs provided in the portfolio agreement is charged as agreed with the client vide terms and conditions mentioned in the agreement. Page 17 of 34

21 3. The fees charged to the client for PMS Service comes under Fees for technical services under Sec 194J of the Income Tax Act This section calls for withholding tax on the fees that the client pays to the portfolio manager if he or she falls under a. An Individual / HUF whose total sales / gross receipt or turnover from business or profession carried on by him exceed the monetary limit specified under clause (a) or clause (b) of Sec. 44AB during the previous year immediately proceeding the financial year. b. Corporates. Custodian fee / Depository Charges: Charges relating to custody and transfer of shares, bonds and units, opening and operation of demat account, dematerialisation and rematerialisation, and / or any other charges in respect of the investment etc. The actual fees levied by the custodian shall be charged to the client as mentioned in the agreement with the client and as agreed between the Portfolio Manager and the Custodian from time to time. 4. Registration and transfer agents' fees : Fees payable for the Registrars and Transfer Agents in connection with effecting transfer of any or all of the securities and bonds including stamp duty, cost of affidavits, notary charges, postage stamps and courier charges. 5. Brokerage, transaction costs and other services: The brokerage and other charges like stamp duty, transaction cost and statutory levies such as service tax, securities transaction tax, turnover fees and such other levies as may be imposed upon from time to time. 6. Fees and charges in respect of investment in mutual funds: Mutual Funds shall be recovering expenses or management fees and other incidental expenses and such fees and charges shall be paid to the Asset Management Company of the Mutual Funds on behalf of the Client. Such fees and charges are in addition to the portfolio Management fees described above. 7. Certification charges or professional charges: The charges payable to professional services like accounting, taxation, certification and any other legal services, etc. Page 18 of 34

22 8. Securities lending and borrowing charges: The charges pertaining to the lending of securities, costs of borrowings and costs associated with transfer of securities connected with the lending and borrowing transfer operations. 9. Any incidental and ancillary out of pocket expenses: All incidental and ancillary expenses not recovered above but incurred by the Portfolio Manager on behalf of the client shall be charged to the Client. The Portfolio Manager shall deduct directly from the cash account of the client all the fees/costs as specified above and shall send a statement to the client for the same. 10. The portfolio manager shall deduct directly from the cash account of the client all the fees/costs specified above. Other expenses, which could be attributable to the Portfolio Management, would also be directly deducted and the client would be sent a statement about the same. 11. The fee so charged may be a fixed fee or a return based fee or a combination of both as agreed in the agreement. 11. Agreement 1. The Portfolio Manager before taking up an assignment of management of funds or portfolio of securities on behalf of the client, enters into an agreement in writing with such client clearly defining the inter se relationship and setting out their mutual rights liabilities and obligations relating to the management of funds or portfolio of securities, containing such details as per the regulations. 2. The money or securities accepted by the portfolio Manager shall not be invested or managed by the Portfolio Manager except as mentioned in terms of the agreement between the Portfolio Manager and the client. 3. The Portfolio Manager shall not change any terms of the agreement without prior written consent of the client 4. Generally, The term of the PMS Agreement shall initially be for a period of one year from the Activation Date ( Term ) and, unless terminated by either Party in accordance with the terms of the PMS Agreement, shall be deemed to be automatically renewed from the next day of date of expiry of the Term on the such terms and conditions as may be Page 19 of 34

23 mutually agreed upon by the Parties in writing, till any further communication by either of the party to terminate the same. The Client shall be entitled to terminate the PMS Agreement before the expiry of the term according with the terms / clauses specified in the said agreement. 12. Rights and Liabilities of the Client 1. Rights: a. The client has a right to obtain a copy of the at least 2 days prior to signing the agreement. b. Client shall obtain reports for a period not exceeding six months containing details as specified in regulation 21(1) and as agreed in the agreement with the portfolio manager except for the auditor s report which shall be submitted annually. c. The portfolio manager shall provide to the client with a transaction statement once in a quarter or as stated in the agreement with the client. d. The client will be provided a statement reflecting portfolio status and a statement of profit and loss on a quarterly basis. 2. Liabilities & Duties a. The liability of the client shall be to the extent of his investments. b. The client shall maintain utmost secrecy with regard to investment made by the Portfolio Manager on its behalf. In no case shall the Client replicate for its or for the benefits of others, the investments made by the Portfolio Manager. c. The client shall disclose to the Portfolio Manager from time to time whether it is privy to price sensitive information, such that a conflict of interest may arise where the Portfolio Manager to buy Securities on behalf of the Client. d. The Client shall pay the agreed fees at the agreed times to the Portfolio Manager in the manner as provided in the agreement. e. The Client shall not directly dispose of or acquire any Securities held in the portfolio, except as agreed by the Portfolio Manager. The Custodian appointed under the Custodian Agreement shall not be authorized to accept the Page 20 of 34

24 instructions directly from the client. The Client shall not issue any direct instructions to the Custodian or the broker in this respect. In case the client issues any instructions directly to the Custodian or the broker, the Portfolio manager shall not be responsible for any loss or claim or damage arising there from. In any such case, in respect of any sale, the sale proceeds shall be made over by the Client to the Portfolio Manager as part of the investible funds and in case of any purchase, the client shall make payment directly to the Seller. f. The Client shall within seven days notify the Portfolio Manager if it notices any discrepancies or shortfalls in the Custodian holding statement. In case the Client does not notify the Portfolio Manager of any discrepancies or shortfalls in the Custodian holding statement the same shall be deemed to be correct. g. The Client shall plan and pay any tax (long term or short term capital gains, income tax etc.) And other governmental liabilities that may arise as a consequence of the portfolio transactions on its account. The Portfolio manager shall during its meeting with the Client be available to help the Client plan its tax outflows. However, it should be clearly understood that tax considerations should not be allowed to supersede investment decisions even though the Portfolio Manager recognizes the desirability post tax returns. h. The Client shall render all possible assistance, and provide requisite information for the purpose of assisting the Portfolio Manager in determining, evaluating and investing the available funds of the Client. The Client shall also immediately provide to the Portfolio Manager any information in respect to the investments or possible investments as may be available with it. i. The Client agrees that the investments made by the Portfolio Manager shall be at the sole discretion, judgment and opinion of the Portfolio Manager in case of discretionary portfolio management service. 13. Rights, Duties and Liabilities of the Portfolio Manager 1. The Portfolio Manager shall act in fiduciary capacity with regard to the Client s funds. It shall not derive any benefit from the Client s funds or Securities purchased for the Client and shall strive to safeguard the Client s interests to the best of its ability at all times. Page 21 of 34

25 2. Securities shall be held directly in the name of the client/portfolio manager and shall be physically kept with the Custodian who shall be appointed by the Portfolio Manager. The Custodian shall follow up all entitlements such as bonus, interest, and principle redemption, right, dividend, etc on behalf of the client. The custodian shall provide a Statement of Portfolio Holdings to the Portfolio Manager who shall forward it to the Client at regular intervals as agreed. The Client s Securities shall always belong to the Client and the Portfolio Manager shall not pledge them or any of them with any entity, or derive any benefit from the same, without specific written consent of the client. 3. The Portfolio Manager shall provide the Client with a formal Portfolio Valuation Statement. The Portfolio Manager shall make itself available for consultation with the Client at least once every six months. 4. The Portfolio Manager shall ensure proper and timely handling of complaints from the Clients and take appropriate action immediately. 5. The Portfolio Manager will make best efforts to safeguard the Client s interests with regard to dealings with capital market intermediaries such as brokers, custodians, bankers etc. Any contract or understanding arrived at by the Portfolio Manager with any such intermediary shall be strictly on behalf of the Client, and the Portfolio Manager shall not be responsible for the due performance of the contract or understanding by the intermediary. 6. The Portfolio Manager shall on a best effort basis, assist the Custodian in attending to the complaints of the Client in respect of the non-receipt of dividends, bonus shares, interest, receipt of entitlements and subscription of right shares, transfer of shares and the like. However, the responsibility and liability in respect of the aforesaid shall be entirely that of the Custodian. 7. The Portfolio Manager: a. Shall not trade on margin or on a speculative basis on behalf of the Client. All transaction shall be on delivery basis. b. Shall not pledge or give on loan securities held on behalf of Client to a third person without obtaining a written permission from the Client. Page 22 of 34

26 c. The portfolio manager can also invest funds of his clients in derivatives or as specified in the contract but will not leverage portfolio in respect of investment in derivatives. 8. The Portfolio Manager shall furnish the following reports periodically to the Client (not exceeding a period of three months and as and when required by the client). Such report shall contain the following details namely. a. Report on the composition and value of the portfolio, description of securities, number of securities, value of each security held in the portfolio, cash balance, aggregate value of the Portfolio, interest accrued etc as on the date of the report. b. Report on transactions undertaken during the period of report including date of transaction and details of purchases and sales. c. Report on beneficial interest received during that period in respect of interest, dividend, bonus shares, rights shares and debentures. d. Report on expenses incurred in managing the portfolio. e. Details of risk foreseen by the Portfolio Manager and the risk relating to the Securities recommended by the Portfolio Manager for investment. 9. The Portfolio Manager shall, ordinarily purchase or sell securities separately for each Client. However, in the event of aggregation of purchases or sales for economy of scale, allocation shall be done on a pro-rata basis at the weighted average price of the day s transactions. The Portfolio Manager shall not keep any open position in respect of allocation of sales or purchases affected in a day. 14. Custody of Securities Custody of all securities of the client shall be with the custodian who shall be appointed by the Portfolio Manager. The custodian shall act on instruction of the Portfolio Manager. All such custodian fees, charged by the custodian shall be payable by the client. Page 23 of 34

27 The Portfolio Manager shall not be liable for any act of the custodian done with or without the instruction of the Portfolio Manager, which may cause or is likely to cause any loss or damage to the client. 15. Taxation Income on Investment in Securities is subject to tax in the following manner: a) Dividend Dividends declared, distributed or paid on or after April 1, 2003 by domestic companies will be exempt in the hands of the shareholder recipient but tax on distributed profits at applicable rates will be payable by the domestic company. However, from 1 st April 2016, Individuals, Firms and HUF Resident in India receiving dividend income in excess of Rs. 10 lakhs shall be chargeable to additional 10% plus applicable surcharge and cess (as may be applicable) on gross basis under section 115BBDA. b) Interests on Investment are taxable except in certain cases where it is exempted from tax under Income Tax Act c) In case the securities are sold within one year (for listed securities except for units other than units of equity oriented mutual funds) or within three years (for unlisted securities) from the date of purchase, the resultant gains or losses are termed as short term capital gains or losses. Short term gains arising out of transfer of equity shares if the securities are sold on a recognized stock exchange in India and on which securities transaction tax has been paid are taxed at a concessional rate of 15% (as increased by surcharge plus education cess), in other cases they would be taxed at the slab rate applicable to the respective PMS client type. In case the securities are sold after one year (for listed securities ) or three years (for unlisted securities) and three years for units other than units of equity oriented mutual funds from the date of purchase, the resultant gains or losses are termed as long term capital gains or losses and are exempt from income tax if the gain is arising out of transfer of equity shares which are sold on a recognized stock exchange in India and on which securities transaction tax has been paid; failing which they would be taxed at 10% (as increased by surcharge plus education cess) in case of listed securities (where STT is not paid) and 20% (as increased by surcharge plus education cess) in case of unlisted securities and units other than units of equity oriented mutual funds. Page 24 of 34

28 Note: Listed Securities as defined under the explanation to section 112(1) of Income Tax Act, means the securities as defined in clause 2(h) of Securities Contract (Regulations) Act, 1956 and listed on any recognized stock exchange in India. Unlisted Securities means securities other than listed securities. Units shall have the meaning assigned to it in clause (b) of explanation to section 115AB of Income Tax Act, The following are the tax provisions presently applicable to clients investing in the Portfolio Management Products under the Income Tax Act, Tax on Long Term Capital Gain: If the capital asset, which is transferred, is equity share or units of equity oriented mutual funds and transaction is subject to Securities Transaction Tax, the Long Term Capital Gain is not chargeable to tax. In other cases, tax will be calculated as follows Capital Asset If it is not subject to Securities Transaction Tax Long Term Short Term Without With Indexation Indexation 1.Debenture Listed 10 % Not Applicable Normal 2.Debenture Non Listed 20 % Not Applicable Normal 3.Government Securities 10 % 20 % Normal 4. Bonds Listed 10% Not Applicable Normal 5. Bonds Non Listed 20% Not Applicable Normal TDS If any tax is required to be withheld on account of any future legislation, the portfolio manager shall be obliged to act in accordance with the regulatory requirements in this regard. Interest would be subject to tax as per prevailing provisions of the Income Tax Act, Advance Tax Obligations It shall be the client s responsibility to meet the advance tax obligations payable on the due dates as per the Income Tax Act, Page 25 of 34

29 Provisions of Income Tax Act 1961, undergoes change frequently and is also based on the status of the client, thus the client is advised to consult his/her tax consultant for appropriate advice on tax treatment of income indicated herein. The fees charged to the client for PMS come under the ambit of fees for technical services under Section 194J of the Income Tax Act, 1961( the Act ). As the section calls for withholding tax, the client is required to withhold 10 % excluding service tax, on the fees that the client pays to the Portfolio Manager, if he / she fall under the following two categories: a) An Individual / HUF whose total sales / gross receipt or turnover from business or profession carried on by him exceed the monetary limit specified under clause (a) or clause (b) of Sec. 44AB during the previous year immediately preceding the financial year b) Corporates This implies, the Client (as mentioned in point a and b above) while making payment of the fees would deduct tax at Source. The taxes payable on any transactions entered into or undertaken by the Portfolio Manager on behalf of the client, whether by way of deduction withholding, payment or other, shall be fully borne by the client. Payment of the tax shall be the personal responsibility and liability of the client. In case the client deducts and pay the withholding tax, the client shall provide Tax Deduction Certificate in Form No. 16A as prescribed under the Income Tax Rules, 1962 to the Portfolio Manager within 30 days from the date of filing return or due date of filing TDS Return for the quarter whichever is earlier. The Portfolio Manager is not by law, contract or otherwise required to discharge any obligation on behalf of the client to pay any taxes payable by the clients. 16. Accounting Policies- 1. Basis of accounting Books and Records would be separately maintained in the name of the client to account for the assets and any additions, income, receipts and disbursements in connection therewith, as provided by the SEBI (Portfolio Management) Regulations, 1993, as amended from time to time. Accounting under the respective portfolios will be done in accordance with Generally Accepted Accounting Principles. As SEBI (Portfolio Management) Regulations, 1993, do not explicitly lay down detailed accounting policies regarding valuation and accounting, such policies which are laid down under SEBI (Mutual Fund) Regulations would be followed, in so for as accounting and valuation for equities or equity related instruments are concerned. Page 26 of 34

30 a. Equity securities awaiting listing are valued at fair value as determined in good faith by Trust Investment Advisors Private Limited. Fixed Income Instruments that are awaiting listing will be valued at cost plus interest accrual till the beginning of the day plus the difference between the redemption value and the cost spread uniformly over the remaining maturity period of the instrument. b. Instruments bought on repo basis are valued at the resale price after deduction of applicable interest up to the date of resale. c. Investments in Mutual funds will be valued at the repurchase NAV declared for the relevant schemes on the date of the report or the most recent NAV will be reckoned. d. In the Derivatives segment, the unrealized gains/losses for Futures and Options will be calculated by marking all the open positions to market. e. All Investments will be marked to market. f. Valuation of Derivatives: Valuation of derivatives will be based on mark to market valuation methodology based on quotes from National Stock Exchange. 2. Income/expenses All investment income and Expenses will be accounted on accrual basis. Dividend will be accrued on the Ex-date of the securities and the same will be reflected in the clients books on the ex-date. Similarly, bonus shares will be accrued on the ex-date of the securities and the same will be reflected in the clients books on ex-date. In case of Fixed Income instruments, purchased/ sold at Cum-interest rates, the interest component upto the date of purchase /sale will be taken to interest receivable/payable account and net of interest will be the cost/sale for the purpose of calculating realized gains/losses. 3. Following are the key accounting policies. a. Transactions for purchase or sale of investments would be recognized. (i) Relating to debt instruments would be recognized as of the settlement date and (ii) Relating to equity instruments as of the trade date and not as of the settlement date so that the effect of all investments traded during the year are recorded and reflected in the individual client account for that year. Page 27 of 34

31 b. The costs of investments acquired or purchased would include brokerage, transaction charges, accrued interest, stamp charges and any charge customarily included in the broker s contract note trade confirmation or levied by any stature. 1. Debt Valuation of Debt & Debt Related Instruments: The valuation will be based on instrument qualifying as TRADED and NON-TRADED (as per the valuation norms provided by investment committee). The criteria for deciding the Traded Instrument will be the combination of No. of consecutive trade days on Exchange, no. of trades, Amount of Traded Value (FV) of the instrument and other relevant factors. For Traded Debt Instruments: All traded security will be valued on weighted average trade price/yield of qualifying trade days (as per the valuation norms sanctioned by investment committee from time to time). For Non-Traded Debt Instruments: The Instruments that do not fulfill criteria for TRADED SECURITY will be considered NON-TRADED. Debt Markets in India are shallow and sufficient data points across the yield curve and rating/maturity/asset classes are not available every day. Apart from traded prices on the exchanges, FIMMDA reported trades and valuation tools (viz. CRISIL Bond Valuer) are also considered and form an input in finalising the base curves and spreads over the base curves. Hence the end of the day valuation yields are result of subjective assessment of market yields by the Investment Committee based on various factors like traded prices, reported prices, market conditions subject to adherence to principles of fair valuation. All securities are valued at a suitable spread to their respective base curves. Notes: 1. All MFs will be valued as per NAV provided by respective AMC. 2. All outlier trades will be excluded after suitable justification by Portfolio Manager and approval of Investment Committee. Valuation of Debt & Debt Related Instruments for Advisory Clients: The valuation for advisory clients will be on prudent valuation norms as mutually agreed upon by Portfolio Manager and the client. Page 28 of 34

32 2. Equity Investment in shares will be valued on the basis of closing market prices of the National Stock Exchange of India Ltd. If securities are not listed on the National Stock Exchange of India Ltd., then the closing market prices on the Bombay Stock Exchange Ltd or on any other exchange on which the securities are listed will be considered for valuation. Investment in Mutual Fund will be valued on the basis of daily NAV provided by the concerned Mutual Fund. Realized gains/losses will be on the basis of FIFO (First in First out) For derivative transactions (if any) unrealized gains and losses on open positions will be calculated by the mark to market method. Dividends on shares and mutual fund units, interest on debt instruments shall be accounted on accrual basis. 4. Books of accounts would be separately maintained in the name of the client as are necessary to account for the assets and any additions, income, receipts and disbursements in connection therewith as provided under SEBI (Portfolio Managers) Regulations, Audit a. The Portfolio accounts of the Portfolio Manager shall be audited annually by an independent chartered accountant and a copy of the certificate issued by the chartered accountant shall be given to the client. b. The client may appoint a chartered accountant to audit the books and accounts of the Portfolio Manager relating to his transactions. Such appointment of an independent Chartered Accountant will be at the cost of the client and Portfolio Manager shall be entitled to a copy of the Audit Report and the Portfolio Manager shall co-operate with such chartered accountant in course of the audit. It is also clarified that the aforesaid is not applicable to clients who have availed only Advisory Portfolio Management Services. Page 29 of 34

33 17. Termination of Agreement 1. Notwithstanding anything contained above, the funds or securities can be withdrawn or taken back by the client before maturity of the contract under the following circumstances, namely a. Voluntary or compulsory termination of portfolio management services by the Portfolio Manager or the client. b. Suspension or cancellation of the certificate of registration of the Portfolio manager by the Board. c. Bankruptcy or liquidation of the Portfolio Manager. 2. There shall be written intimation about such termination by the terminating party. 3. On termination of the agreement, the Portfolio Manager shall give a detailed statement of accounts to the client and settle the account with the client as agreed in the agreement. 18. Disclaimer by Portfolio Manager Prospective investors should review / study this carefully and in its entirety and shall not construe the contents hereof or regard the summaries contained herein as advice relating to legal, taxation, or financial / investment matters and are advised to consult their own professional advisor(s) as to the legal, tax, financial or any other requirements or restrictions relating to the subscription, gifting, acquisition, holding, disposal (sale or conversion into money) of Portfolio and to the treatment of income (if any), capitalization, capital gains, any distribution, and other tax consequences relevant to their portfolio, acquisition, holding, capitalization, disposal (sale, transfer or conversion into money) of portfolio within their jurisdiction of nationality, residence, incorporation, domicile etc. or under the laws of any jurisdiction to which they or any managed funds to be used to purchase/gift portfolio of securities are subject, and also to determine possible legal, tax, financial or other consequences of subscribing / gifting, purchasing or holding portfolio of securities before making an investment. Page 30 of 34

34 19. Investors services The following person shall attend to the investor queries and grievances. Name :- Mr. Balkrishna A. Shah Designation :- Compliance Officer, Correspondence : , Naman Centre, Address: :- G Block, C 31, Bandra Kurla Complex, Bandra (East) Mumbai Phone No : address :- balkrishna.shah@trustgroup.co.in Dedicated address for customer grievances : - customercare@trustgroup.co.in The investor relations officer mentioned above will ensure prompt Redressal of investor queries and grievances and shall be empowered by the Portfolio Manager with necessary authority, means and independence to do so. 20. Grievance Redressal and Dispute settlement mechanism The Portfolio Manager through the investor relation officer shall attend to and address any clients queries and concerns as soon as possible to mutual satisfaction and within reasonable period of time. Name :- Mr. Balkrishna A. Shah Designation :- Compliance Officer Correspondence : , Naman Centre, Address: :- G Block, C 31, Bandra Kurla Complex, Bandra (East) Mumbai Phone No: : address :- balkrishna.shah@trustgroup.co.in Page 31 of 34

35 Dedicated address for customer grievances :- The above-mentioned officer shall attend to the grievances of the client. Investor may approach the abovementioned officers directly for any dispute/complaints they may have against the company. Alternatively, 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. Following is the link to visit the website and inform their dispute/complaints against the company. SEBI vide press release PR No. 80/2012 dated 30 th August 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 The agreement with the client shall be governed by construed and enforced in accordance with the laws of India. Arbitration: Any dispute with the client shall at first be settled by mutual discussion, failing which the same will be referred to and settled by arbitration in accordance subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification / enactment thereof for the time being in force. A sole arbitrator will be appointed by mutual consent of the portfolio manager and the client. The arbitration shall be held in Mumbai and be conducted in English language. Any action or suit involving the agreement with a client or the performance of the agreement by the either party of its obligations will be exclusively in courts located at any place in India subject to the jurisdiction clause in the portfolio agreement. Page 32 of 34

36 21. Other Disclosures by Portfolio Manager: 1. The Company may avail services of other associates or group companies as empanelled broker or for other services such as executing transactions on behalf of clients at arm s length basis. 2. The Company may undertake proprietary trading in its independent capacity in other divisions in Debt Market or Capital Market Segment. 3. The Portfolio Manager may invest the Portfolio in such IPOs/FPOs/Private Placements/Fixed Deposit and other financial products where it is acting as a Lead Manager or renders advisory services in fund raising. The Portfolio Manager may also avail the brokerage fees out of such transaction. 4. The TIAPL/Associates/group companies may get commission as a distributor of financial products including mutual fund for investment made on behalf of clients in Portfolio Products. 22. List of Approved Share Brokers, involved for Portfolio Management activities Sr. No. Name 1. Trust Financial Consultancy Services Pvt. Ltd. SEBI Registration No.(NSE Cash) SEBI Registration No.(NSE Derivatives) SEBI Registration No.(BSE Cash) SEBI Registration No.(BSE Derivatives) INB INF INB INF BSV Securities Pvt. Ltd. INB INF INB INF Antique Stock Broking Ltd INB INF INB INF Motilal Ostwal Securities Limited INB INF INB INF Ambit Capital Pvt. Ltd. INB INF INB INF Spark Capital Advisors (India) Pvt. Ltd INB INF INB INF Page 33 of 34

37 23. General The portfolio manager and the client can mutually agree to be bound by specific terms through a written two-way agreement between themselves in addition to the standard agreement. For Trust Investment Advisors Pvt. Ltd. Sd/- Sd/- Nipa Sheth Nisha Mehta Director Director Mumbai :- 4 th July, Page 34 of 34

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