FORM C Securities & Exchange Board of India (Portfolio Managers) Regulations, 1993 (Regulation 14)

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3 FORM C Securities & Exchange Board of India (Portfolio Managers) Regulations, 1993 (Regulation 14) We confirm that: (i) (ii) (iii) 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. 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. The Disclosure Document has been duly certified by an independent Chartered Accountant as on 25 th October The details of the Independent Chartered Accountant are as follows: Name of the firm Partner Kamlesh P Mehta Associates Kamlesh P Mehta Membership No Address 606 Aura Duplex, Above Kalyan Jewelers, Borivali (West), Mumbai Telephone No Date: October 25, 2017 Place: Delhi For Seers Fund Management Private Limited Sd Rajesh Seth Principal Officer Seers Fund Management Private Limited 812, 8th Floor, Wave Silver Tower, Sector 18, NOIDA Telephone: , rajeshseth@seerspms.com 1

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5 SEERS FUND MANAGEMENT PRIVATE LIMITED SEERS ENDURING PORTFOLIO DISCLOSURE DOCUMENT (i) (ii) (iii) (iv) (v) This Document has been filed with the Securities and 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 you in making informed decision for engaging Seers Fund Management Private Limited as a Portfolio Manager. This document gives necessary information about us as Portfolio Manager required by you as an investor before investing. You are advised to read this document and retain this document for future reference. All the intermediaries like Stock Brokers, Depository Participants and Custodians involved in the scheme are registered with SEBI. The details of Principal Officer are as follows: Mr. Rajesh Seth, Chief Executive Officer, Seers Fund Management Private Limited 812, 8 th Floor, Wave Silver Tower, Sector 18, NOIDA Telephone Number: , rajeshseth@seerspms.com (vi) The Disclosure Document is dated October 25 th,

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7 TABLE OF CONTENTS 1 Disclaimer Clause 6 2 Definitions 6 Description 3 I. History, present business and background of the Portfolio Manager II. Promoters and Partners of the Portfolio Manager and their background III. Group Companies 8 4 Penalties, pending litigation or proceedings, findings of inspection and investigations for which action has been taken or initiated by any regulatory authority 15 5 Services offered by the Portfolio Manager 16 6 Risk Factors 17 I. Client Representation 7 II. Disclosure in respect of transactions with related parties pertaining 19 to Portfolio Management Services 8 Financial Performance of the Portfolio Manager 20 9 Portfolio Management Performance Nature of expenses Taxation Accounting Policy Investor Services Grievance Redressal and Dispute Settlement mechanism 27 5

8 1. Disclaimer This document has been prepared in accordance with the SEBI (Portfolio Managers) Regulations, 1993 and filed with the Securities and Exchange Board of India (SEBI). This Document has neither been approved nor disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the contents of this Document. 2. Definitions In this Disclosure Document, unless the context otherwise requires: Act means The Securities and Exchange Board of India Act, 1992 (15 of 1992); Affiliate shall include any Company, Body Corporate, Individual or Other Person who or which is an Affiliate of or who or which is in any manner associated with or related to the Portfolio Manager or any Director or Shareholder of the Portfolio Manager or any Holding Company or Subsidiary of the Portfolio Manager or any Company under common control as the Portfolio Manager. Agreement means the Portfolio Management Services Agreement (PMS Agreement) along with the Schedules and Annexures attached thereto including all the modifications, alterations, additions or deletion thereto made in writing, executed between the Client and the Portfolio Manager for providing portfolio management services to that Client, stating therein the terms and conditions on which the Portfolio Manager shall provide such portfolio management services to that Client; Application means the application made by the Client to the Portfolio Manager to place its funds and/or securities with the Portfolio Manager for Discretionary Portfolio Management Services. Upon execution of the PMS Agreement by the Portfolio Manager, the Application shall be deemed to form an integral part of the PMS Agreement. Provided that in case of any conflict between the contents of the Application and the provisions of the PMS Agreement, the provisions of the PMS Agreement shall prevail; Assets means the Portfolio and/or the Funds; AUM means the Assets under Management. Bank Account means one or more accounts opened, maintained and operated by the Portfolio Manager or the Custodian with any of the Scheduled Commercial Banks in the name of the Client or in the name of the Portfolio Manager as may be required from time to time: Body Corporate shall have the meaning assigned to it in or under clause (11) of section 2 of the Companies Act, 2013 Client means any person who registers with the Portfolio Manager for availing the services of portfolio management by the Portfolio Manager. Custodian means a Custodian registered under Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996 appointed by the Portfolio Manager for maintaining custody of funds and securities of the Client; Depository Account means one or more account or accounts opened, maintained and operated by the Portfolio Manager or the Custodian in the name of the Client or the Portfolio Manager/Custodian with any Depository or Depository Participant registered under the SEBI (Depositories and Participants) Regulations 1996; 6

9 Depositary Participant means an entity registered under the SEBI (Depositories and Participants) Regulations Disclosure Document means Disclosure Document issued by the Portfolio Manager, as updated from time to time, and filed with SEBI, pursuant to the Regulations. Discretionary Portfolio Management Services means the portfolio management services rendered to the Client, by the Portfolio Manager on the terms and conditions contained in the PMS Agreement, where-under the Portfolio Manager exercises any degree of discretion in the investments or management of assets of the Client; Financial Year means the year starting from April 1 and ending on March 31 in the following year. Funds means the monies managed by the Portfolio Manager on behalf of the Client pursuant to the PMS Agreement and includes the monies mentioned in the Application, any further monies placed by the Client with the Portfolio Manager for being managed pursuant to the PMS Agreement, the proceeds of the sale or other realization of the Securities, interest, dividend or other monies arising from the Assets, so long as the same is managed by the Portfolio Manager; Funds Managed means the market value of the Portfolio of the Client as on a date. Initial Corpus means the value of the Funds and the market value of Securities brought in by the Client and accepted by the Portfolio Manager at the time of registering a Client. Group Companies means group companies where there are common directorship / management of the Portfolio Manager Net Asset Value (NAV) means the market value of Portfolio. Person includes any Individual, Partners in a Partnership Firm, Central or State Government, Company, Body Corporate, Cooperative Society, Corporation, Trust, Society, Hindu Undivided Family or any other Body of Persons, whether incorporated or not; Portfolio means the Securities managed by the Portfolio Manager on behalf of the Client pursuant to the PMS Agreement and includes any Securities mentioned in the Application, any further Securities placed by the Client with the Portfolio Manager for being managed pursuant to the PMS Agreement, Securities acquired by the Portfolio Manager through investment of funds and bonus and rights shares in respect of Securities forming part of the Portfolio, so long as the same is managed by the Portfolio Manager; Portfolio Management Fees shall have the meaning attributed thereto as provided in the PMS Agreement; Portfolio Manager shall have the same meaning as given in regulation 2 (cb) of the SEBI (Portfolio Managers) Regulations, 1993 as amended from time to time; Principal Officer means an employee of the Portfolio Manager who has been designated as such by the Portfolio Manager Regulations means the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993, as may be amended from time to time including any circulars, directions or clarifications issued by SEBI or any Government Authority and as applicable to the Portfolio Manager; Rules mean Securities and Exchange Board of India (Portfolio Managers) Rules, 1993, as may be amended from time to time. Scheduled Commercial Bank means any Bank included in the second Schedule to the Reserve Bank of India Act, 1934 (2 of 1934); 7

10 SEBI means the Securities and Exchange Board of India established under sub-section (1) of Section 3 of the Securities and Exchange Board of India Act; Securities means security as defined in Section 2(h) of the Securities Contract (Regulations) Act, Provided that securities shall not include any securities which the Portfolio Manager is prohibited from investing in or advising on under the Regulations or any other law, for the time being in force. Securities shall include shares, stocks, bonds, warrants, convertible and non-convertible debentures, fixed return investment, equity linked instruments, negotiable instruments (to the extent permitted by the Regulation), deposits, units issued by the Unit Trust of India and/or by any Mutual Fund(s), foreign currency commitments, hedged swaps and any other securities issued by any Company or other Body Corporate, any Trust, any Entity, the Central Government, any State Government or any Local or Statutory Authority and all money rights or property that may at any time be offered or accrue (whether by rights, bonus, redemption preference, option or otherwise) and whether in physical or dematerialized form, in respect of any of the foregoing or evidencing or representing rights or interest therein; Government Securities, Warrants, Options, Futures, Derivatives, Convertible Debentures, Securities Debt Instruments, Fixed Return Investments, Equity Linked Investments or other Marketable Securities of alike nature and or of any incorporated Company or other Body Corporate, Negotiable Instruments including issuance of Bills of Exchange, Deposits or other Money Markets Instruments, Commercial Papers, Certificates of Deposits, units issued by Unit trust of India and units issued by Mutual Funds, Mortgaged Backed or Other Backed Asset Securities issued by any Institution or any Body Corporate Cumulative Convertible Preference Shares issued by any Incorporated Company, Securities issued by Central Government or a State Government for the purpose of raising public loan and having one of the forms specified in clause 2 of section 2 of the Public Debt Act, 1944, Relief Bonds, Saving Bonds any other new forms of capital or Money Market Instruments that may be issued in the future by any Incorporated Company/Firm/Institution or Government or Reserve Bank of India. Securities shall also include any other Instruments or Investments (including borrowing or lending of securities) as may be permitted by applicable law from time to time. Sub-Delegate means a person to whom the Portfolio Manager has delegated the performance of its duties, discretion, obligations, any of power and Authority. Third Party means any person, entity other than the Portfolio Manager and the Client. INTERPRETATION OF WORDS AND EXPRESSIONS: Words and expressions used herein and not defined in this Act but defined in the Companies Act, 1956 (1 of 1956) or The Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the same meanings respectively assigned to them in those Acts. 3. Description I. History, present business and background of the Portfolio Manager Seers Fund Management Private Limited has been promoted by Mr. Rajesh Seth, Chartered Accountant and Mr. Chander Bhatia, Cost and Management Accountant. Seers Fund Management Private Limited is a company incorporated on 22 September 2016 vide CIN # U67200DL2016PTC The company got registered as a Portfolio Manager with SEBI with effect from 17 th April 2017 vide registration number INP

11 II. Promoters and Directors of the Portfolio Manager and their background The Promoters and Directors of the Company are CA Rajesh Seth and CMA Chander Bhatia, who are holding the positions of Chief Executive Officer and Chief Investment Officer, respectively. CA RAJESH SETH CA Rajesh Seth is a Fellow Member of Institute of Chartered Accountants of India since 1987 and an Associate Member since During his education, he had been qualifying creditably and had an excellent academic record. He qualified Intermediate Examinations of Chartered Accountancy with 33 rd rank in All India Rank List compiled by ICAI. He graduated in Bachelor of Commerce (Honors) from Shri Ram College of Commerce, Delhi University and stood 3 rd in the Delhi University in the First-Year examinations. During his Higher Secondary examinations in 1975, he qualified with 13 th rank in the Commerce Group of Delhi Board of Education. On becoming a Chartered Accountant, he established his own practice under the name and style of M/s Seth & Company. He had been specializing in the field of Accounting, Auditing & Assurance, Internal Audit, Tax and Management Audit, Direct and Indirect Taxes, Company Law matters, Corporate Compliances, setting up MIS Systems for Companies & Start Ups Entities and Financial Management & Financial Analysis of Corporates. While pursuing his profession as a Chartered Accountant, he had a passion of reading, understanding and analyzing financial reports. Carrying out fundamental research of Companies with his trait of thorough and penetrating analysis coupled with in-depth research with a strong analytical foundation was part of his professional pursuit. He had been investing in the stock market based on his research since nineties. Stock Investing is an art and needs a thorough experience which had also been an integral part of his professional practices. Once he realized that he had developed a good hand on the Art of Stock Investing, he decided to move ahead, primarily and solely in this discipline, which had its foundation on 23 years of experience as a Chartered Accountant. He decided to set up an Equity Research Lab, namely M/s Tushar Investments, as a partnership firm of CA Rajesh Seth and CMA Chander Bhatia with an aim to carry out fundamental equity research for long term perspective for the benefit of the partners. Currently, he is a managing partner of M/s Tushar Investments and a SEBI registered Advisory Firm, M/s Seers Advisors. He is also holding the position of the Chief Executive Officer of M/s Seers Fund Management Private Limited, a SEBI registered Portfolio Manager, looking after Administration, Investor Relations, Business Development, Compliance, Research and a member of the Allocation Committee taking the collective call of fund allocation. 9

12 CMA CHANDER BHATIA CMA Chander Bhatia is a qualified Cost and Management Accountant from the Institute of Cost Accountants of India. He is Masters in Commerce and is all through a topper and merit holder. He proudly served Indian Air force where he was adjudged best in trade. He also worked with the largest bank of India i.e. State Bank of India. He served Indian Customs as Preventive Officer for a decade, where he was rewarded many a times by Government of India for preventing smuggling. During his stint with Customs, he was regularly investing money in equity market and generating good returns. These consistent and high returns made him quit his stable and rewarding career with Indian customs. He then took stake in a United Share Brokers Ltd in year 2001 and later became Director of the same Company. Mr. Bhatia has been a prolific reader since last 25 years, he has been spending close to 5 hours a day on reading about Macros, Industries and Companies. He is bestowed with good numerical and analytical skills. He pays close attention to details, and look beyond the obvious to see how data and facts can be linked together to create meaningful conclusions. He has an innate ability of evaluating and understanding the flow of businesses and how business are likely to glide in future. He displays high integrity and honesty in all his dealings. He believes that apart from investment we must accord value to our personal fitness. As above said, he decided to set up an Equity Research Lab, namely M/s Tushar Investments as a partnership firm of CA Rajesh Seth and CMA Chander Bhatia with an aim to carry out fundamental equity research for long term perspective for the benefit of the partners. Currently, he is a managing partner of M/s Tushar Investments and a SEBI registered Advisory Firm, M/s Seers Advisors. He is also holding the position of the Chief Investment Officer of M/s Seers Fund Management Private Limited, a SEBI registered Portfolio Manager. He is leading equity research, investment strategies and a member of the Allocation Committee taking the collective call of fund allocation. EXPERIENCE IN PORTOLIO MANAGEMENT ACTIVITIES Promoters and Founder members of Seers Fund Management Private Limited, FCA Rajesh Seth and CMA Chander Bhatia, had been investing in Indian Equities in their individual capacities since early nineties. They earned the experience and traits of stock investing while carving their way to success in wealth creation and decided to leave their respective promising careers and positions in their own fields and joined hand, in 2005 to set up an organization to carry out fundamental equity research facility. An Equity Research Lab under the name and style of M/s Tushar Investments was set up as a partnership firm, with an aim to carry out Fundamental Equity Research with long term perspective for the benefit of the partners. Over the period, in-house and customized analytical tools and systems were developed by the Promoters which helped them identify investment opportunities to succeed in Value based Investing. 10

13 Investment Jewels identified by Equity Research Firm, Tushar Investments, with the long-term investment horizon, were picked by the Promoters in their own individual accounts. Review of investments made as noted above gave the XIRR (net of positive and negative returns during the said period) of more than 42% over the period from August 2005 to March 2017 to the Promoters. PROMOTERS PORTFOLIO PERFORMANCE AGAINST NIFTY 12 Years Annualized Return 43% / 42% Financial Year Up-to 30 th September 2017 Inception Date 1 Month 3 Months 6 Months 9 Months 12 Months Since Inception Port 1 01 Aug % 6.26 % % % % % Port 2 01 Aug % 5.97 % % % % % NIFTY 01 Aug % 2.81 % 6.70 % % % % 11

14 To make the research self-sustaining, the firm M/s Tushar Investments, also carried out investing and trading in equities and trading in derivatives, on fundamental basis. Short-term opportunities identified by the promoters while analyzing for the long-term perspective were picked by Tushar Investments with an investment as well as positional trading perspective. Ride in stock market is never smooth and one way, and Tushar Investments growth story was no exception to it. Out of 11 years of operation between Aug 05 Oct 16, four financial years reported negative returns. Tushar Investments which started with the Capital of Rs. 13 lakhs, gave a return of Rs crores (net of all expenses) during the period between August 2005 to October Over the period of 11 years, Promoters could fit in the quote of Benjamin Graham An investment in knowledge always pays the best interest. Promoters had been investing with the following key doctrines: Well-carved investment philosophy; Well-defined professional ethics; Well-designed investment concepts; Well-tested, experience and strong investment management capability; High standards of Client s servicing. SEERS STRATEGY During the above captioned period, Promoters innovated SEERS STRATEGY - an art of wealth creation, at their own cost and carried out it s on the road testing at their own risk. Seers Strategy can be coined as under: o o o o o S - See - Seeing an investment opportunity - Seeing the dawn of an opportunity E - Explore - Exploring and evaluating the opportunity E - Exposure - Entering the opportunity taking an exposure R - Review - Revaluating, reviewing and continuous monitoring of the opportunity S - See Off - Seeing off the opportunity as and when exit signals clicks off. In February 2016, Seers Strategy was made available to interested persons, by setting up an Advisory Firm under the name and style of M/s SEERS ADVISORS. Permission from the Securities Exchange Board of India (SEBI) was sought in February 2016 which was granted vide registration number INA with effect from May 13, 2016 Research process followed by Seers Advisors can be summarized as follows: - Mix of Top Down and Bottom Up approach of finding investment opportunities; Weeding out process Investment Matrix Minimum 8 to 10 years of historical data Secondary and Primary approach Regular Management Meetings Close track of dynamic changes (internal factors external factors) (No impulse decisions) 12

15 As on date i.e. 30 September 2017, the Assets under Advice of M/s Seers Advisors is Rs 196 crores. During the operations between May 2016 till September 2017, Seers Advisors could deliver recent returns to its Clients. SEERS ADVISORS CLIENTS - GROWTH (%) REPORTED DURING THE PERIOD FROM MAY 2016 UPTO 30 SEP 17 Particulars Nifty Port A Port B Port C Port D Port E Port F Investment Date: Months -1.30% 3.17% 2.28% 1.76% 1.93% -1-11% 1.93% 3 Months 2.81% 12.66% 12.55% 12.51% 11.17% 6.52% 11.65% 6 Months 6.70% 50.11% 46.20% 41.43% 37.62% 38.65% NA 9 Months 19.58% % 86.71% 86.56% 80.54% 12 Months 13.67% % 99.36% 82.19% Since Inception Nifty Port A Port B Port C Port D Port E Port F % % % 92.02% % 82.35% % 75.56% % 51.25% % 11.22% On the persistent demand from few of the Seers Advisors Clients to provide the Portfolio Management Services, Promoters moved ahead and Seers Fund Management Private Limited incorporated on 22 nd September 2016 vide CIN # U67200DL2016PTC306263, under the Companies Act, 2013 having its Registered Office at H 11/B, Vijay Nagar, Delhi and Business/Corporate Office at 812, 8th Floor, Wave Silver Tower, Sector 18, NOIDA, Uttar Pradesh It received permission from SEBI to act as a Portfolio Manager with effect from 17 th April Seers Fund Management Private Limited launched its first Discretionary Portfolio Management Service and named it as SEERS ENDURING PORTFOLIO { SFMPL-SEP } wherein first client was taken on-board in May SFMPL-SEP is investing in Equities / Stocks with long term perspective, in the Companies that are emerging to have dominance or have characteristics that make them a dominant participant in their Industry. It s investing methodology is to blend fundamental investing parameters, with long term measures of momentum and trend, in a systematic manner while avoiding common behavioral biases such as herding, anchoring, confirmation and disposition. Its strategy is to have a very low churning ratio and to work on buy and hold strategy. Investment objective of SFMPL-SEP is to create long-term wealth through an actively managed portfolio of Equities. 13

16 SFMPL-SEP s well defined investment philosophy and strategy acting as a guiding principle in defining the investment universe assisted with in-house tools, enables the construction, monitoring and risk management of the portfolios. SFMPL-SEP look forward to investing for long term (which refers to an investment horizon of 3 years and more) and will implement robust risk management process to preserve capital during adverse market conditions. It aims to generate high alfa by creating focused portfolio of 8-15 shares of high quality companies having potential to sustain superior growth for many years to come. Seers Team takes up in-depth equity research of sectors, industries and companies to explore ideas which can meet objectives of the scheme. These stocks are selected for investments with a long-term perspective after going through in-house selection matrix which focus on to identify companies with high quality of management and business. It maintains a diversified portfolio by investing in a basket of stocks across market capitalization, without undue concentration in any stock or sector. At the time of purchase not more than 20% in a single stock and not more than 40% in one sector is proposed to be allocated. Thus, SFMPL-SEP works as a discretionary portfolio management service offering professional management of investments aiming to deliver consistent returns. Since, the investments are managed independently and exclusively by the Portfolio Manager, it makes an ideal investment avenue for Ultra-High and High Net Worth Investors. Transparent working of SFMPL-SEP provides regular monthly performance statements, portfolio holding reports, transactions statements, capital gain/loss statements and half yearly reports and yearly audited reports for convenient Tax Filing. SFMPL-SEP has made requisite arrangements with which the portfolio is managed by SFMPL and the assets of the portfolio (bank balance and stocks) remains in the custody of a SEBI s authorized Custodian namely Orbis Financial Corporation Ltd, hence the funds and assets of the investors are taken care by two SEBI Registered Intermediaries. During the five month operations between May 2017 and September 2017, Seers Fund Management Private Limited could enrol 34 clients contributing Assets Under Management to the tune of Rs 32 crores. SEERS FUND MANAGEMENT PRIVATE LIMITED SEERS ENDURING PORTFOLIO ASSETS UNDER MANAGEMENT - GROWTH (%) REPORTED From 12 May 2017 To 30 September 2017 Particulars Nifty SEP-1 SEP-2 SEP-3 SEP-4 SEP TOT Inception Date Months % 0.70 % 1.94 % 1.91 % 0.86 % 1.45 % 3 Months 2.81 % 9.60 % 0.92 % N.A. N.A % Since Inception Nifty SEP-1 SEP-2 SEP-3 SEP-4 SEP-TOT % % 3.17 % % 0.14 % % 4.46 % % 5.26 % 14

17 SFMPL looks forward to serving individual(s), Hindu Undivided Family(ies), Association of Persons, Company(ies), Firm(s), Society(ies) or Trust(s). Special arrangements are made through the said Custodian for Non-resident Indians (NRIs) and/or Persons of Indian Origin (PIO) and Foreign Nationals, to invest in shares / stocks on repatriation or non-repatriation basis after following the prescribed procedures. Requisite Permissions, Registrations and opening of Bank and Securities (Demat) Account are taken care by SFMPL through the Custodian. Seers Fund Management Private Limited incorporated in September 2016, was conceived in August 2005, when the promoters, namely CA Rajesh Seth and CMA Chander Bhatia, initiated their first joint venture of M/s Tushar Investments. It got a formal clothing of an Advisor ( Seers Advisors ) in May 2016 and got incarnated into a Portfolio Manager (Seers Fund Management Private Limited) in April, 2017, has a track record of more than 12 years. III. Group Companies/Concerns Name of Associates Concerns Relationship Registered with Authority Registration No. Activities M/s Seers Advisors Partnership Firm of Promoters SEBI INA Investment Advisory Firm. In business since May 2016 M/s Tushar Investments Partnership Firm of Promoters NA NA Since August 2005, research activity; trading in equity, Currency and Commodity Derivatives and Investing in Equities carried. Since September 2016, no activity is carried out. 4. Penalties, pending litigation or proceedings, a finding of inspection and investigations for which action has been taken or initiated by any regulatory authority. There have been no instances of penalties imposed or directions issued by the Board or any regulatory agency under the Act, Rules or Regulations for any economic offence or for violation of any securities laws or for any deficiency in the systems and operations of the Portfolio Manager. There are no material legal proceedings, civil or criminal initiated against Seers Fund Management Private Limited, its directors, principal officer or employee under the Act, Rules or Regulations. 15

18 5. Services offered by the Portfolio Manager Seers Fund Management Private Limited took an initiative to grow into the environment with Discretionary PMS product(s). It intends to be a niche business adding value to all stakeholders viz Clients, Employees, and Shareholders. Applicant launched a portfolio scheme under the name and style of "SEERS ENDURING PORTFOLIO which invests in the Companies that are emerging to have dominance or have characteristics that make them the dominant participant in their Industry. A model Seers Enduring Portfolio has stocks which confirm the doctrines of Seers Strategy and qualifies its strict stock selection filters and robust & disciplined processes. Low debt and high capital efficient businesses are some of the financial parameters that are the key selection criteria of Companies in Seers Enduring Portfolio. Over the longer term, Company look forward to launching more such products to address different section of the market universe. In due course, Company would be offering various Thematic Strategies including Large Cap, Mid Cap, Small Cap, Flexi Cap and Focused Products etc. to suit the specific needs of the investors. To start with, Client would need to invest with a minimum portfolio of Rs. Twenty-Five Lakhs with the advisable investment horizon of three to five years. The funds of the Client, under the portfolio management services offered by Seers Fund Management Private Limited, are managed by both the Directors. Financial Analysis and Research activities are being outsourced from the Associate Firm Namely M/s Seers Advisors, a Registered Investment Advisor Firm. Database of Companies in radar is accessible to the Company, being shared by M/s Seers Advisors. Decision on portfolio Investment is taken by the Investment Allocation Committee based on the various reports and advices from M/s. Seers Advisors. Fund Accounting, Depository and Custodian Services are being outsourced from a SEBI registered Intermediary namely Orbis Financial Corporation Limited, 4A, Ocus Technopolis, Sector 54, Golf Club Road, Gurgaon Prime focus of Seers Fund Management Private Limited is to identity right investments and to have optimum wealth creation for all its stake holders. Its investment philosophy would underline maximizing the risk-adjusted returns depending on the Client's risk tolerance. As of now, Seers Enduring Portfolio comprises of Indian Equities, and may include related Instruments and Debt Securities in due course. Long Term refers to an investment horizon of 3-5 years and more and will implement robust risk management process to preserve capital during adverse market conditions. Seers Fund Management Private Limited has also been managing promoter s funds as offered to it and its own funds (available for investments) in its proprietary account. These funds are being managed by the Company on the same principles as followed for managing Clients Funds. The portfolio composition of Clients against Promoters / Company could differ depending on the risk profiles of the Clients. 16

19 6. Risk Factors 1) The investments in securities may not be suitable to all the investors 2) Investment in securities, whether based on fundamental or technical analysis or otherwise, is subject to market risks which include price fluctuations, impact cost, basis risk etc. 3) The Portfolio Manager does not assure or guarantee, hence the Investors are not being offered any guaranteed or assured returns through any of the product / options. 4) The names of the model portfolios do not in any manner indicate their prospects or returns. 5) Seers Fund Management Private Limited, as a Company, incorporated in September 2016 got permission to act as a Portfolio Manager with effect from April 2017 has been actively managing portfolios since May 2017, hence has a track record of close to five months. However, the journey of promoters to set up the Portfolio Manager Company, their experience and track record and their associate firms namely M/s Tushar Investments and M/s Seers Advisors track records, as given here-in-before shows that Promoters have an established experience and track record of close to 12 years of delivering decent returns on investments made for long term. 6) Past performance of the Portfolio Manager in its own capacity or through its promoters, does not indicate the future performance of the same or any other model portfolio in future or any other future model portfolio of the Portfolio Manager. 7) There is no assurance that the past performances will be repeated in future. 8) The Portfolio Manager may act upon the advice of or any information obtained from any Bankers, Accountants, Brokers, Professionals, Agents or other persons acting as Agents or Advisors of the Portfolio Manager and the Portfolio Manager shall not be bound to supervise the operations and activity of any such persons nor to verify the advice or information obtained therefrom. 9) The Portfolio Manager shall not be liable for any bona fide done or omitted or suffered in reliance upon such advice or information nor be responsible for the consequence of any mistake or oversight or error of judgement on the part of the Portfolio Manager or any attorney or agent of another person appointed by it hereunder. 10) As with any investment in securities, the Net Asset Value of the portfolio can go up or down depending upon the factors and forces affecting the capital markets. 11) The performance of the Portfolio Manager and the objective of the Portfolio Management Services may be affected by changes in Government policies, general levels of interest rates and risks associated with trading volumes, liquidity and settlement systems in equity and debt markets. 12) Investments in debt instruments are subject to default risk, interest rate risk and reinvestment risks. Interest rate risk results from changes in demand and supply for money and other macroeconomic factors and creates price changes in the value of the debt instruments. Consequently, the Net Asset Value of the portfolio may be subject to fluctuation. Reinvestment risks may be defined as interest rates prevailing on interest or maturity due dates may differ from the original coupon of the bond, which might result in the proceeds being invested at a lower rate. 13) The Portfolio Manager may invest in non-publicly offered debt securities and unlisted equities. This may expose the portfolio of the Client to liquidity risks. 14) Liquidity in the investments and performance of portfolio may be affected by trading volumes, settlement periods and transfer procedures. 17

20 15) Appreciation in any of the model portfolio can be restricted in the event of a high asset allocation to cash, when stock appreciates. The performance of any model portfolio may also be affected due to any other asset allocation factors. 16) When investments are restricted to a or few sector(s) under any model portfolio; there arises a risk called non-diversification or concentration risk. If the sector(s), for any reason, fails to perform, the portfolio value will be adversely affected. 17) In the case of stock lending, risks relate to the defaults from counterparties about securities lent and the corporate benefits accruing thereon, inadequacy of collateral and settlement risks. The Portfolio Manager is not responsible for any loss resulting from stock lending. 18) Each portfolio will be exposed to various risks depending on the investment objective, investment strategy and the asset allocation which may differ from Client to Client. However, highly concentrated portfolios with lesser number of stocks generally will be more volatile than a portfolio with a larger number of stocks. 19) The values of the Portfolio may be affected by changes in the general market conditions and factors and forces affecting the capital markets, in particular, level of interest rates, various market related factors, trading volumes, settlement periods, transfer procedures, currency exchange rates, foreign investments, changes in government policies, taxation, political, economic and other developments, closure of stock exchanges, etc. 20) Risk may also arise due to an inherent nature/risk in the stock markets such as, volatility, market scams, circular trading, price rigging, liquidity changes, de-listing of securities or market closure, relatively small number of scrip s accounting for a large proportion of trading volume among others. 21) The Portfolio Manager may, considering the overall level of risk of the portfolio, invest in lower rated/unrated securities offering higher yield. This may increase the risk of portfolio. 22) Any act, omission or commission of the Portfolio Manager under the PMS agreement 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 on the ground of mala fide, fraud, conflict of interest, gross negligence, willful default and/or fraud of the Portfolio Manager. 23) In case of investment in Mutual Fund Units, the Client shall bear the recurring expenses of the Portfolio Management Services in addition to the expenses of the underlying Mutual Fund Schemes. Hence, the Client may receive lower pre-tax returns compared to what he/she/it may have received had he/she/it invested directly in the underlying mutual fund schemes in the same proportions. 24) In case the Portfolio Manager invests in Mutual Funds registered with SEBI, specific risk factors of each such underlying investment will be applicable to the Portfolio. 25) After accepting the corpus for management, the Portfolio Manager may not get an opportunity to deploy the same or there may be delay in deployment. In such a situation, the Client suffer opportunity loss. 26) Changes in the applicable laws of the land at any time, may impact the performance of the portfolio managed by the Portfolio Manager. 27) All risks associated with such underlying investment, including performance of their underlying stocks, stock-lending, off-shore investments etc., will therefore be applicable to the Portfolio. 28) Investment in Equity run the risk of volatility, high valuations, obsolescence and low liquidity. Mid-cap and low priced stock may suffer from extra low liquidity. 18

21 29) Industry specific stocks, like technology stocks, may be subject to volatility, high valuations, obsolesce and low liquidity. 30) The Client undertakes all responsibilities and agrees to bear all risks arising out of refusal by a Company or a Corporation, for whatever reasons, to register the transfer of any of the Securities in respect of Client s account. The Securities which are so purchased and refused to be transferred in the name of the Client or the Portfolio Manager, as stated herein above, by the Company or Corporation concerned, will be sold by the Portfolio Manager, at the best available market rate, at the risk and responsibility of the Client concerned. 31) The Client should review/study the Disclosure Document carefully and in its entirely and shall not construe the contents thereof or regard the summaries contained herein as advice relating to legal, taxation or financial/investment matters. Clients are advised to consult their own professional advisors as to the legal, tax, financial or any other requirement or restrictions relating to the subscription, gifting, acquisitions, holding, disposal (sale or conversion on money) of Portfolio and to the treatment of income (if any), capitalization, capital gains, any distribution and other tax consequences relating to the portfolio within their jurisdiction of nationality, residence, incorporation, domicile 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. 32) Clients are required to and deemed to have read and understood the risk factors of the underlying investments. 7. Client Representation I. Client Representation: Fund management business details: Category of Clients Associates/Group Companies As on Promoters & Company s Proprietary No. of Clients Funds Managed (Rs. Crores) Discretionary/ Non-Discretionary Discretionary F.Y N. A N. A N. A F.Y N. A N. A N. A F.Y N. A N. A N. A F.Y N. A N. A N. A Others As on Discretionary F.Y N. A N. A N. A F.Y N. A N. A N. A F.Y N. A N. A N. A F.Y N. A N. A N. A 19

22 II. Disclosure in respect of transactions with related parties pertaining to Portfolio Management Services: Following is the complete disclosure in respect to transactions with related parties, as on 30 th September 2017 based on the books of accounts, as per the accounting standards specified by the Institute of Chartered Accountants of India. The disclosures relating to transactions with related parties have been disclosed separately for those carried out with parties falling under such provisions through the erstwhile promoters List of related parties with whom the Portfolio Manager has transactions I. Key Management Personnel a. Mr. Rajesh Seth, Promoter, Director & Chief Executive Officer b. Mr. Chander Bhatia, Promoter, Director & Chief Investment Officer c. Mr. Shaleen Seth, Vice President II. Enterprise over which key management personnel has significant influence. a. M/s Seers Advisors, Partnership Firm b. M/s Tushar Investments, Partnership Firm Disclosure in respect to transactions with related parties for the period Apr Sep 2017 Nature of Transactions Rent Rent Advisory Fee Name of the Related Party Tushar Investments S K Seth / Rajesh Seth Seers Advisors Subsidiary / Associate Entities Current Period Previous Period Key Management Personnel & Their Relatives Current Period Previous Period Current Period T o t a l Previous Period 60, , , , ,07, ,07, Financial Performance of the Portfolio Manager Portfolio Manager namely, M/s Seers Fund Management Private Limited incorporated on 22 nd September 2016 with the main objective of providing the service of a Portfolio Manager and got permission from SEBI to act as a Portfolio Manager with effect from 17 th April As above said, first client was taken on-board on 12 th May, 2017 hence, the business commenced in the month of May The Financial Performance of the company for last three financial years and for the current financial year till 30 th September 2017 are given below: 20

23 Particulars (in Rs. Lakhs) Sources of Funds: Shareholder s Funds N. A N.A. Loan Funds 0 0 N. A N. A Deferred Tax Liabilities N. A N. A Total Liabilities N. A N. A Application of Funds: Net Fixed Assets N. A N. A Investments N. A N. A Current Assets N. A N. A Less: Current Liabilities and provisions N. A N. A Net Current Assets N. A N. A Deferred Tax Asset 0 0 N. A N. A Total Assets N. A N. A Abstract of Profit & Loss Account: Particulars Total Income N. A N. A Total Expenses before depreciation Profit/(Loss) before Depreciation & Tax N. A N. A N. A N. A Depreciation N. A N. A Profit/(Loss) before Tax N. A N. A Provision for Tax 0.00 N. A N. A N. A Deferred tax (Assets)/Liability N. A N. A Profit/(Loss) after Tax N. A N. A 9. Portfolio Management Performance of the Portfolio Manager for last 3 financial years M/s Seers Fund Management Private Limited started operations in May 2017 only. Returns (%) Particulars Name of Portfolio Portfolio Seers Enduring Portfolio 3.17% N. A N. A N. A Benchmarks Nifty 4.12% N. A N. A N. A 21

24 10. Nature of expenses: The following are indicative types of expenses which shall be borne by the Clients. The exact basis of charge relating to each of the following services shall be annexed to the Portfolio Management Services Agreement and the Agreements in respect of each of the services availed at the time of execution of such agreements. Investment Management & Advisory Fees Management and Advisory fees charged may be a Fixed Fee or a Return Based Fee or a combination of both as detailed in the Schedule to the PMS Agreement. The Fees may be charged upfront and/or at the end of a specified tenure as agreed between the Client and the Portfolio Manager. Custodian / Depository Fees The charges pertaining to opening and operation of dematerialized Depository Accounts, custody and transfer charges for shares, bonds and units, dematerialisation and other charges pertaining to the operation and management of the Depository Accounts. These charges will be charged from the Clients on actual basis. Registrar and Transfer Agent Fee Charges payable to Registrar and Transfer Agents about effecting transfer of Securities, including Stamp Charges, Cost of Affidavits, Notary Charges, Postage Stamp and Courier Charges, etc. will be charged on actual basis. Brokerage and Transaction Costs The Brokerage charges and other charges like Goods and Services Tax, Securities Transaction Tax, Service Charges, Stamp Duty, Transaction Costs, Turnover Tax, etc. will be charged on actual basis. Goods and Service Tax. GST on the portfolio management fee will be charged as applicable from time to time. Entry Load/ Exit Load Entry Load / Exit Load shall be charged as mutually agreed to between Client and Portfolio Manager as detailed in the Schedule to the PMS Agreement. Certification and Professional charges: Charges payable for outsourced Professional Services like Accounting, Auditing, Taxation and Legal Services etc. for documentation, notarizations, certifications, attestations required by Bankers or Intermediaries and Regulatory Authorities including legal fees etc. as related to the portfolio management of the Client will be charged on actual basis. Incidental Expenses Charges pertaining to day-to-day operations like courier expenses, stamp duty, service tax, postal, telegraphic, opening and operation of bank account, distribution charges or any other out of pocket expenses as may be incurred by the Portfolio Manager will be charged on actual basis. 22

25 11. Taxation In view of the individual nature of tax consequences, each Client is advised to consult his/her Tax Advisor with respect to the specific tax consequences to him/her of participation in the model portfolios. The Clients are best advised to take independent opinion from their respective Tax Advisors/Experts for any income earned from such investments. The Portfolio Manager shall not be responsible for assisting in or completing the fulfillment of the Client s tax obligations. The provisions of the Income Tax Act, 1961 shall apply to the Client and the Portfolio Manager in respect of their Individual incomes. If at any point of time, any tax is required to be withheld because any present or future legislation, the Portfolio Manager will be obliged to act in accordance with the regulatory requirements in this regard. Client shall be responsible to meet the obligation in respect of advance tax installments payable on the due dates under the Income Tax Act. Whether the income arising from purchase and sale of securities will be treated as a Business Income or as an Income from Capital Gains, depends on number of factors which need to be construed harmoniously and collectively. Few of them could be as follows: - Whether the shares are held as Business/Trading assets or on Capital Account as Investment Assets i.e. treatment of purchase and sale of shares and profit or loss on their sale in the books of account of the Client; Intention and purpose of the Client at the time purchase of shares; Frequency of transactions and the length of period of holding of the shares Source of funds out of which the shares were acquired borrowed or own. In a case, where Client opts to treat amount parked under the Portfolio Management Services as investment, the profit or loss from transfer of shares and securities shall be taxed as Capital Gains under section 45 of the Act. From October 1, 2004 in case of shares and securities and units of equity oriented schemes sold on a recognized stock exchange, which are subject to Securities Transaction Tax (currently 0.001% for units of equity oriented scheme and 0.1% on equity shares) which have been held as investments for the period of more than 12 months, the tax on Long Term Capital Gain would be NIL. Long term capital gains in respect of other listed securities or units would be subject to tax at the lower of 20% (plus surcharge and education cess) of the gains computed after cost indexation, or 10% (plus surcharge and education cess) of the gains computed without cost indexation. Short-term Capital Gains, where the holding period is less than 12 months, are added to the total income. Total income including short-term capital gain is chargeable to tax as per the relevant slab rates. However, tax on short term capital gains on sale of shares and units of equity oriented funds on a recognized stock exchange, which are subject to Securities Transaction Tax, would 15% (plus applicable surcharge and an education cess). Dividends referred to in section 115-O is exempt under section 10(34). 23

26 However, dividend more than Rs 10,00, is 10%. Further that dividend other than that referred to in section 115-O and interest income from securities will be taxed under the head Income from Other Sources. According to the provisions of Section 94(7) of the Act, losses arising from the sale/redemption of units purchased within 3 months prior to the record date (for entitlement of dividends) and sold within 9 months after such date, is disallowed to the extent of income on such units (other than on sale/redemption) claimed as tax exempt. According to the provisions of Section 94(8) of the Act, if an investor purchases units within 3 months before the record date (for entitlement of bonus) and sells/redeems the units within 9 months after that date, and by holding the original units, he becomes entitled to bonus units, then the loss arising on transfer of original units shall be ignored for computing his income chargeable to tax. In fact, the loss so ignored will be treated as cost of acquisition of such bonus units. 12. Accounting policies Accounting policies followed by the Portfolio Manager while accounting for the portfolio investment of the Clients a) The Portfolio Manager shall keep and maintain proper books of accounts, records and document, for each Client to explain transactions for each Client and to disclose at any point of time the financial positions of each of the Client and to give a true and fair view of the state of affairs of the Portfolio to each Client. b) Financial statement of the Client under Portfolio Management Services shall be prepared and maintained as per the accrual basis of accounting by the Custodian. c) Fees and other expenses such as Investment Management Fees/Advisory Fee and other charges shall be recognized on accrual basis as per the terms and conditions of the agreement between the Portfolio Manager and the Client. d) Dividend income earned by the Portfolio shall be recognized, not on the date the dividend is declared, but on the date the share is quoted on the stock exchange on ex-dividend basis. For investments, which are not quoted on the stock exchange, dividend income would be recognized on the declaration of dividend. e) In case where Portfolio Manager is holding Power of Attorney (POA) to operate Client s bank account linked to their respective demat account, dividend received amount are transferred to pool bank account and on date of transfer to pool bank account, dividend is recorded as received. In case where Portfolio Manager do not hold POA to operate Client s bank account linked to their respective demat accounts, dividend amount is shown as Corpus Outward. f) In respect of all interest-bearing investments, income shall be accrued on a day-to-day basis as it is earned. Therefore, when such investments are purchased, interest paid for the period from the last interest due date up to the date of purchase should not be treated as a cost of purchase but shall be debited to interest Recoverable Account. Similarly, interest received at the time of sale for the period from the last interest due date up to the date of sale must not be treated as an addition to sale value but shall be credited to interest Recoverable Account. g) In determining the holding cost of investments and the gains or loss on sale of investments, the First in First Out method shall be followed for each security. For example, the earliest purchased quantity will be reckoned for the current/most recent sale at the respective prices at both points in time. h) Transactions for purchase or sale of investment shall be recognized as of the date and not as of the settlement date, so that the effect of all investments traded during a financial year are recorded and reflected in the financial statements for that year. 24

27 i) Where investment transactions take place outside the stock market, for example, acquisition through private placement or purchases or sales through private treaty, the transaction would be recorded, in the event of purchase, as of the date on which the portfolio obtains an enforceable right to collect the delivery of the shares or an enforceable obligation to pay the cost of purchases and in the event of sale, as of the date on which the portfolio obtains an enforceable right to collect the proceeds of sale or an enforceable obligation to deliver the instrument sold. j) Bonus shares to which the portfolio becomes entitled shall be recognized only when the original shares on which the bonus entitlement accrues are traded on the stock exchange on an ex-bonus basis. Accordingly, date of recognition of bonus shares is construed as date of acquisition for the period of holding for capital gain. k) Rights entitlements shall be recognized only when the original shares on which the right entitlement accrues are traded on the stock exchange on ex-right basis. Date of application of right shares is construed as date of acquisition for computing the period of holding for capital gain. Application for the additional shares would be recognized as acquisition on the date of allotment. l) In cases of corporate action like stock split, the new stock received with split face value is recorded in books on ex-date. However, date of acquisition of original shares is construed as date of acquisition of stock received on split for computing period of holding for capital gain. m) In cases of corporate action of demerger, the new shares received on de-merger is recorded in books on ex-date but the date of purchase of original shares is reckoned as date of acquisition for new de-merged stock for computing gain/loss. The apportionment of cost between old share and new share is made based on the information provided by the Company. However, in case where such information about cost apportionment is not available on ex-date, cost of original share is taken as same percentage which opening ex price of such share bear to closing cum price and balance cost is taken as cost of demerged shares. n) The cost of investments acquired or purchased shall include grossed-up brokerage, stamp charges and any charge customarily included on the broker s contract note and transaction based fees, if any levied by Portfolio Manager except for security transaction tax. o) In respect of privately placed debt instruments, any front-end discount offered shall be reduced from the cost of the investment. However, in case where such securities are issued at discount to the face value and such discount is retained with the Portfolio Manager as management fees, then such discount amount is added to the cost of acquisition as transaction based fees. p) Portfolio Management Fees are recognized/accrued in accordance with the Agreement. q) Securities Transaction Tax (STT) is recognized on the trade day when the securities are accounted for on which such STT is levied. r) In case of the investment amount being received in form of Securities, the same will be valued at the closing price of the stock on The National Stock Exchange of India (NSE) on the previous working day of the date on which stock is contributed as corpus. If security is not listed on NSE but is listed on The Stock Exchange, Mumbai (BSE), the security shall be valued as aforesaid at the closing price of the stock on BSE. The Portfolio Manager s system provides for capturing the original date and cost of purchase if the Client provides the same. The computation of capital gains for reporting to the Client will be at the original cost and date of acquisition of the Securities received from the Client. However, for computing performance/returns by the Portfolio Manager, date of credit of the Securities as aforesaid shall be taken to be the date of acquisition and the value of the Securities as stated above will be taken as cost of acquisition. s) In case Assets are redeemed in form of Securities, the same will be valued at the closing price of the stock on the National Stock Exchange of India (NSE) on the previous working day of the date on which stock is recorded as corpus outward. If security is not listed on NSE but is listed only on The Stock Exchange, Mumbai (BSE), the security shall be valued as aforesaid at the closing price of the stock on BSE. 25

28 The Assets so redeemed in form of Securities will be shown as Investment Amount Returned to the Client for reporting to the Client and shall not form part of the Report of Computation of Capital Gain. However, for computing performance/returns by the Portfolio Manager, date of debit as aforesaid shall be taken as date of sale and the value as stated above will be taken as the value received on sale. t) If the corporate action results in fractional entitlement, the same will be accounted for as gain on fractional entitlement upon receipt of money from the company towards fractional entitlement. u) Tax deducted at source/advance tax paid/self-assessment tax paid in respect of gains on sale of securities in case of NRI Client shall be construed as corpus returned to respective NRI Client the extent of tax so deducted. v) Investments in Equities, Mutual Funds and Debt instruments will be valued at the closing market prices of the exchange (BSE or NSE) or the Repurchase Net Asset Value declared for the relevant model portfolio on the date of the report or any cutoff date or the market value of the debt instrument at the cutoff date. Alternatively, the last available prices on the exchange or the most recent NAV will be reckoned. w) For derivatives and futures and options, unrealized gains and losses will be calculated by marking to market the open positions. x) Unrealized gains/losses are the differences between the current market values/navs and the historical cost of the securities. y) In addition to above, the Portfolio Manager and the Client can adopt any specific norm or methodology for valuation of investments or accounting the same as may be mutually agreed between them on a case specific basis. z) The Client may contact the Principal Officer of the Portfolio Manager for clarifying or elaborating on any of the above policy issues. 13. Client/Investor services The Portfolio Manager endeavors to be in constant communication with its Client to provide its investment views to Clients. The Portfolio Manager is committed to put in place systems and procedures and upgrade the same on a continuous basis, which will enable effective servicing using continually upgraded technology. All investment related communications may please be addressed to Mr. Rajesh Seth, Principal Officer, SEERS FUND MANAGEMENT PRIVATE LIMITED, 812, 8 th Floor, Wave Silver Tower, Sector 18, NOIDA Tel: , , address: rajeshseth@seerpms.com 26

29 14. Grievance Redressal and Dispute Settlement mechanism Seers Fund Management Private Limited shall endeavor 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. Seers Fund Management Private Limited has put in place a suitable mechanism for receiving and addressing complaints from its customers with specific emphasis on resolving them fairly and expeditiously. For the timely and proper redressal of Client s complaints and grievances, the Portfolio Manager has decided to treat all Investors Grievances as a centralized function and handle them at the Corporate Level by Mr. Rajesh Seth, Compliance Officer. The Client can approach him at the following address: Mr. Rajesh Seth, Compliance Officer, SEERS FUND MANAGEMENT PRIVATE LIMITED, 812, 8th Floor, Wave Silver Tower, Sector 18, NOIDA Tel: , , address: rajeshseth@seerpms.com All the Investor s Grievances (hard copy or soft copy) that are received by the Compliance Officer as above said will be incorporated in the Register of Grievance. All such grievances thus received and recorded should be addressed within 10 working days from the date of receipt of the grievance or complaint. If 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 (who shall be a person nominated by the Portfolio Manager) and 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 Delhi and be conducted in English language. d) The Agreement with the Client shall be governed by, construed and enforced in accordance with the laws of India and all legal actions and proceedings are subject to the jurisdiction of Court in Delhi only. e) In the event of death, refusal, neglect, inability or incapability of the persons so appointed to act as an arbitrator, the Portfolio Manager may appoint a new arbitrator. f) The arbitral award shall be in writing and shall state the reasons upon which it is based. The award shall be final and binding on the Parties. 27

30 g) The award may include an award of costs, including reasonable attorneys' fees and disbursements. h) The Agreement shall always take effect as having been made, entered and to be performed at Delhi and the Portfolio Manager and Client shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Delhi in respect of all matters relating to or arising out of the arbitration proceedings, including application for interim or interlocutory relief. i) Investor may also register/ lodge their complaints to SEBI through its online portal SCORES (SEBI COMPLAINTS REDRESS SYSTEM). The link to access SCORES is and investors can file complaints by clicking Complaint Registration under Investor Corner. SCORES facilitate investors to lodge their complaint online with SEBI and subsequently view its status. j) Seers Fund Management Private Limited shall endeavor 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. This Risk Disclosure document as updated up to October 24, 2017 has been approved by the Board of Directors of Seers Fund Management Private Limited at their meeting held on 24 th October Date: October 25, 2017 For Seers Fund Management Private Limited Place: Delhi Sd Rajesh Seth Principal Officer Seers Fund Management Private Limited Office Number 812, 8th Floor, Wave Silver Tower, Sector 18, NOIDA Telephone: ,

31

32 CIN Number: U67200DL2016PTC SEBI Registered Portfolio Manager vide Regd. # INP Registered Office: H 11/B, 1 st Floor, Vijay Nagar, Delhi Business Office: 812, 8 th Floor, Wave Silver Tower, Sector 18, NOIDA, UP connect@seerspms.com Ph , ; M Ver. Sep2017