ATLAS INTEGRATED FINANCE LTD. DISCLOSURE DOCUMENT FOR PORTFOLIO MANAGEMENT SERVICES

ATLAS INTEGRATED FINANCE LTD. DISCLOSURE DOCUMENT FOR PORTFOLIO MANAGEMENT SERVICES 1

ATLAS INTEGRATED FINANCE LTD. 403, Prospects Chambers, 317 Dr. D. N. Road, Fort, Mumbai 400 001. 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 SEBI (Portfolio Mangers) Regulations, 1993. The purpose of this document is to provide essential information about the portfolio services in a manner to assist and enable the investors in making informed decision for engaging ATLAS INTEGRATED FINANCE LTD. as a Portfolio Manager. This disclosure document sets forth concisely the necessary information about ATLAS INTEGRATED FINANCE LTD. that a prospective investor ought to know before investing. The investor should carefully read the Disclosure Document prior to making a decision to avail of portfolio management services and retain this Disclosure Document for future reference. All the intermediaries if any, referred in this Disclosure Document are registered with SEBI as on the date of the document. Atlas Integrated Finance Ltd. SEBI Registration No. INP000000530 Validity: 15 th February, 2016 PRINCIPAL OFFICER Mrs. Sucheta N. Shah Tel. No. 91-22- 4060 0510 E-mail: sucheta@aifl.net; 2

PORTFOLIO MANAGER ATLAS INTEGRATED FINANCE LTD. 403, Prospect Chambers, 317, Dr. D. N. Road, Fort, Mumbai- 400001 Tel (91 22) 40600501-08 Fax: (91 22) 40600500 E-Mail: sucheta@aifl.net Website: www.aifl.net PRINCIPAL OFFICER Mrs. Sucheta N. Shah 403, Prospect Chambers, 317, Dr. D. N. Road, Fort, Mumbai- 400001 Tel (91 22) 40600501-08 Fax: (91 22) 40600500 E-Mail: sucheta@aifl.net Website: www.aifl.net AUDITORS Parekh Shah & Lodha. 31-E, BKC Centre, Laxmi Plaza, Laxmi Industrial Estate, New Link Rd., Andheri (W), Mumbai 53 Tel (91 22) 40166021-22, 2281 1151. 3

Index page giving item number, contents and page number SR. NO. CONTENTS PAGE NO. 1. Disclaimer Clause 5 2. Definitions and Interpretations 5 3. About the Portfolio Manager 6 4. Audited Financial Statements 6 5. Background of Directors / Promoters 7 6. Details of personnel of Portfolio Management Services 7 7. Services offered 8 8. Investment Objective 9 9. Performance of a Portfolio Manager 9 10. Risks Factors 10 11. Client Representation 11 12. Fees and Expenses 11 13. Taxation 12 14. Accounting policies 13 15. Penalties, pending litigation or proceedings, findings of inspection or investigations for which action may have been taken or initiated 14 by any regulatory authority 16. Investor Services 14 17. Related Party Transaction 15 18. Grievance and redressal and dispute handling mechanism 15 4

DISCLAIMER CLAUSE The particulars of this document have been prepared in accordance with the Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993 as amended till date 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. DEFINITIONS In this Disclosure Document, unless the context otherwise requires: 1. Portfolio Manager/Investment Manager means ATLAS INTEGRATED FINANCE LTD., a company incorporated under the Companies Act, 1956 and authorized by SEBI to act as a Portfolio Manager. 2. Client/Investor means any person who enters into an agreement with the Portfolio Manager for availing of Portfolio Management Services offered by the Portfolio Manager. 3. Custodian means Custodian/Depository Participant as may be appointed by the Portfolio Manager, from time to time by the Portfolio Manager for Custody of Securities of the Client and to perform such other functions like keeping track of corporate benefits associated with the securities etc. 4. Depository means a body corporate as defined in the Depositories Act, 1996 (22 of 1996) and includes National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. CDSL). 5. Discretionary Portfolio Management Services means Portfolio Management Services where a Portfolio Manager exercises or may, under a contract relating to Portfolio Management, exercise any degree of discretion as to the investment or management of the portfolio of securities or the funds of the client, as the case may be. 6. Portfolio means the total holdings of securities belonging to the Client. 7. Principal Officer means Mrs. Sucheta N. Shah who has been designated as Principal Officer by the Portfolio Manager as required under the SEBI (Portfolio Managers) Regulations, 1993 and she will be responsible for the activities of Portfolio Manager. 8. Service means Portfolio Management Service launched by the Portfolio Manager from time to time. 9. NAV means Net Asset Value of the Portfolio.It is calculated as under : Add: Add: Less : Less: Less : Market Value of Investments Share of Income from Dividends Share of Income from Mutual Funds and share of any other related income. Management Expenses Brokerage costs Share of Demat Expenses, Bank Charges and other administrative expenses incurred by AIFL on behalf of the client. 10. SEBI means the Securities and Exchange Board of India, established under Securities and Exchange Board of India Act, 1992 as amended from time to time. 11. SEBI Regulations means Securities & Exchange Board of India (Portfolio Mangers) Regulations, 1993 as amended from time to time including any circulars, directions or clarifications issued by SEBI or any Government authority and as applicable to the Service and the Fund. 5

ABOUT THE PORTFOLIO MANAGER ATLAS INTEGRATED FINANCE LTD. was a partnership firm formed on April 1 st, 1994 and a member of NATIONAL STOCK EXCHANGE (CAPITAL MARKET SEGMENT) W.E.F. 2nd Nov, 1994. The firm has been converted into a Limited Company and received its certificate of Incorporation and Commencement of Business on 7 th March 1996 and 4 th April 1996 respectively. It was registered with SEBI on 6 th Mar, 97 Registration number being INB 23 09569 35 Besides broking AIFL are also engaged in providing services like: 1. Investment in the Secondary Market 2. Investment in the Primary Market 3. Futures and options 4. Investment in Mutual Funds 5. Equity Research and 6. Portfolio Management for Corporates and Individuals. The company has been able to meet the emerging challenges and make satisfactory progress due to continued and unstinted co-operation from a motivated staff. AUDITED FINANCIAL STATEMENTS (Rs. in Lakhs) PROFIT AND LOSS ACCOUNT For the year For the year For the year ended 31.03.2013 Ended 31.03.2014 ended 31.03.2015 Audited) INCOME Rs. In lacs Rs. In lacs Rs. In lacs Brokerage 71.71 87.27 101.09 Other Income 24.43 28.59 27.27 TOTAL 96.15 115.86 128.36 EXPENDITURE Sub Brokerage 3.85 5.17 5.47 Administrative & Other Expenses 84.64 94.52 98.92 Interest & Finance Charges 11.55 8.91 9.34 Profit before Depreciation 00.04 7.26 14.61 Depreciation 11.15 11.25 8.91 Profit before tax (11.19) (4.00) 5.70 Provision for Income tax 3.26 (1.14) 2.53 Net Profit/(Loss) For The Year (7.93) (2.86) 3.17 6

BACKGROUND OF DIRECTORS / PROMOTERS Name & Designation. Qualification Experience Contact No : Mr. NILESH SHAH (Chairman cum Managing Director) : B.E., (Elec.) D.A.M : 25 years experience in Stock Market Operations : +91 22 40600509 (Direct) Name & Designation Qualification Experience Contact No : Mrs. SUCHETA N SHAH (Director) : B.Com, M.M.S. (Finance) : 23 years experience in Merchant Banking and Portfolio Management. : +91 22 40600510 (Direct) Name & Designation Qualification : Mrs. PRAMILA SHAH (Director) : B.A INVESTMENT IN ASSOCIATES/ GROUP COMPANIES AIFL has no group companies. DETAILS OF PERSONNEL OF PORTFOLIO MANAGEMENT SERVICES Name of the personnel Mrs. Sucheta N Shah Mr. Nilesh Shah Mr. Dhairya Shah Mr. Purab Shah Designation Principal Officer and Portfolio Manager Compliance Officer Dealer Analyst 7

SERVICES OFFERED THE THREE MAIN TYPES OF SERVICES ARE AS UNDER: - I. DISCRETIONARY In this Service AIFL shall exercise any degree of discretion with regard to buying and selling of securities on behalf of the client. All other administrative operations will be taken care of by AIFL. Under this Service the Investor appoints and authorizes AIFL as a Portfolio manager with absolute and unfettered discretion under the terms of the agreement, to act as his/her/its agent interalia, for the purpose of managing the Funds by investing it in capital/money market instruments or derivatives as AIFL may deem fit and to hold all or any such investments in its name including any undivided interest/share in one or more capital/money market investments. It is further agreed that AIFL, shall at its sole discretion have the right to purchase, acquire, obtain, take, hold, sell, transfer, substitute or change all or any of the investments made on behalf of the Investor in pursuance of the agreement and the Investor further agrees that he/she/it shall be deemed to have approved/ratified any such actions and deeds mentioned above except on the ground of malafide, fraud, conflict of interest or gross negligence. Minimum investment amount in is Rs. 25 Lakhs. Under Discretionary there are Two Services: a) Portfolio Growth: In this Services AIFL will invest in shares which has Long Term Growth. Long term may be of 6 months or more. This services is High/Medium return with lesser risk involved. b) Portfolio Churning: In this Services AIFL will churn like traders where AIFL will buy/sell shares with stop loss. This services has higher risk. II. NON- DISCRETIONARY In this Service, AIFL s services shall be solely advisory. All BackOffice and accounting procedures shall be handled by AIFL. Under this Service the Investor appoints and authorizes AIFL as a Portfolio manager under the terms of the agreement, to act as his/its agent interalia, for the purpose of managing the Funds by investing it in capital/money market instruments or derivatives. It is further agreed that the investor at its sole discretion have the right to purchase, acquire, obtain, take, hold, sell, transfer, substitute or change all or any of the investments made in pursuance of the agreement and the Investor further agrees that he/it shall be deemed to have approved/ratified any such actions and deeds mentioned in the agreement. Minimum investment amount is Rs. 25 Lakhs. III. ADVISORY An Advisory Services where we will advise clients in this volatile markets to safeguard their wealth. We have a committed specialized team who is keeping a day-to-day watch on the client s portfolio and advise them in a proper manner. This highly skilled team builds unique investment strategies designed to suit their specific needs. On the basis fundamentals and Technical research our team will give advice to clients about the markets. 8

INVESTMENT OBJECTIVE The investment objective of AIFL as portfolio manager is to maximize the annualized return on the funds placed with AIFL through a judicious deployment based on a professional, detailed assessment and evaluation of all relevant macro and micro factors pertaining to the economy and industry. INVESTMENT OF THE FUNDS Subject to any restrictions and/or prohibitions in the applicable guidelines/regulations of SEBI, the Funds shall be invested in any financial, money market or other instruments or derivatives or investment including in, but not limited to shares, stocks, scripts, bonds, units, convertible debentures, non-convertible debentures, certificates of deposits, Government Securities, treasury bills and certificates of securitized debt. However no investment will be made as may be expressly prohibited by SEBI/other regulatory bodies. AIFL hereby agrees not to pledge or loan securities without the written permission of the Investor. AIFL shall not while dealing with clients funds indulge in speculative transactions. Provided that AIFL shall not deploy the client s funds in bill discounting, badla financing or for the purpose of lending or placement with corporate or non- corporate bodies. Further provided that AIFL shall not leverage portfolio in respect of investments in derivatives. INVESTMENT PATTERN Under the discretionary portfolio management Service, the portfolio manager has flexibility to shift allocations in the event of a change in the view regarding an asset class. Asset allocation between equities and debt is a critical function in portfolio management Service. It is proposed to continuously monitor the potential for both equity and debt to arrive at a dynamic allocation between the asset classes and hence there is no fix proportion of exposure and tenure of portfolio investments. AIFL is free to deploy idle cash balances of Client, which may arise from time to time in bank deposits, liquid or money market mutual fund services, treasury bills or short dated debt securities. The investment in such securities can be between 0% to 100% of the portfolio. AIFL shall in its discretion invest funds of the clients in terms of this agreement. The Client realizes that the investments of AIFL and/or its clients, officers, associates, brokers or custodians may be similar or dissimilar to holdings in the client s account and such investments may be made at different times and/or at different prices than investment by any of them. AIFL may invest in securities at the request of the clients provided the same is communicated in writing. PERFORMANCE OF AIFL AS A PORTFOLIO MANAGER Weighted Average Return on portfolio: 31/03/2013 31/03/2014 31/03/2015 2.04 % 10.01 % 29.97% 9

RISK FACTORS General Securities investments are subject to market risks and there can be no assurance or guarantee that the objective of any of the PMS Service will be achieved. As with any investment in securities, the Net Asset Value (NAV) of the portfolio under the Portfolio Management Service can go up or down depending on the factors and forces affecting the capital market. Past performance of the Portfolio Manager does not indicate the future performance of the same Service in future or any other Service(s) of the Portfolio Manager. ACCURA is only the name of the Portfolio Management Service and does not in any manner indicate either the quality of the Service or its future prospects and returns. Client is therefore urged to study the Disclosure Document carefully and consult their Investment Advisor, if any, before they enter into Portfolio Management Agreement. The Portfolio Manager is not responsible or liable for any loss or shortfall resulting from the operation of the Service. The Investor further agrees and understands that the value of his/her/its Portfolio may be affected generally by factors affecting capital markets in India, such as price and volume volatility in the stock markets, interest rates, currency exchange rates, foreign investments, changes in Government policies, taxation, political, economic or other developments and closure of the stock exchanges and that there is also risk of loss due to lack of adequate external systems for transferring, pricing, accounting and safekeeping or record keeping of securities. Investors in the Service are not being offered any guaranteed or assured returns. Investments in Derivative Instruments The risk of loss associated with futures contracts is potentially unlimited due to the low margin deposits required and the extremely high degree of leverage involved in futures pricing. As a result, a relatively small price movement in a futures contract may result in an immediate and substantial loss or gain. However, the Portfolio Manger will not use futures contracts, options or swap agreements for speculative purposes or to leverage its net assets and will comply with applicable SEBI requirements. However, there may be a cost attached to buying index futures. Further there could be an element of settlement risk, which could be different from the risk in settling physical shares, and there is a risk attached since Indian market for derivative instruments is untried and untested. The possible lack of a liquid secondary market for a futures contract or listed option may result in inability to close futures or listed option positions prior to their maturity date. Other Features Client has withdrawal facility by giving 15 days notice in advance. The Portfolio Account will be audited by the Independent Chartered Accountant every year and copy of the Certificate issued by the Chartered Accountant will be given to the Client. 10

CLIENT REPRESENTATION As on 30 st Sept 2015 Category of Client No. of Funds Managed(in Discretionary / Non- Client lakhs) discretionary Individuals 13 305.75 Discretionary Individuals 2 26.70 Non-Discretionary Individuals (NRI) 1 3.82 Discretionary Individual (NRI)* N.A. N.A. N.A. Associates/ Group companies Last (3 years) N.A. N.A. N.A. Note: ( * ) shifted this Account to Non Discretionary service from Discretionary service. AIFL have no associate / group companies as our client. FEES AND EXPENSES Investment Management And Advisory Fees The remuneration to be paid by the Investor at the end of each quarter to AIFL for the services provided under the portfolio management agreement is: Fees charged by Atlas Integrated Finance Limited to be based on High Water mark principal a) For Non-discretionary Service 0.50% of Net Asset Value at the end of each quarter. b) For Discretionary Service OPTION I 0.25% of Net Asset Value at the end of each quarter and 10% of the additional profit made by the investor over and above18% to 30% 15% of the additional profit made by the investor over and above 30% to 40% 20% of the additional profit made by the investor above 40% return made on funds at the end of the year. OPTION II 0.50% of Net Asset Value on the basis of weighted average of Daily NAV of the Quarters. c ) For Arbitration services 0.50% of Net Asset Value on the basis of weighted average of Daily NAV of the Quarter. d ) For Advisory Service 0.25% of Net Asset Value at the end of each quarter and 10% of the additional profit made by the investor over and above18% to 30% 15% of the additional profit made by the investor over and above 30% to 40% 20% of the additional profit made by the investor above 40% return made on funds at the end of the year. In case of additional funds brought in the by the Client, the fees will be charged from the date of introduction itself till the end of that quarter. In case the agreement is terminated before the end of a quarter, the Client will pay fees for the entire quarter to the Portfolio Manager. 11

Custodian fees, Registrar and transfer agent fees and other administrative expenses AIFL is authorized to be paid/reimbursed brokerage costs, commissions, custodian service fees and all costs, charges, expenses, taxes, stamp duties or any other levies and expenses incurred by and/or levied on it for acting in accordance with the agreement. In the event that AIFL deals with a depository in connection with the services being provided under the agreement, the Investor shall bear all costs and expenses in connection with such dealings, including costs of dematerialization, rematerialization and transaction costs, and shall suitably empower and authorize AIFL to pay out such costs and expenses from the Investor's account with the relevant depository. Brokerage and transaction costs The cost of investments acquired or purchased shall include brokerage, stamp charges, and any charge customarily included in the broker s bought note, not exceeding 0.5%. of Securities Transaction Charges as applicable as per the Law. TAXATION The following information is based on the law in force in India at the date hereof. The information set forth below is based on the Portfolio Manager s understanding of the Tax Laws as of this date of Disclosure Document. The client should seek advice from his/her/its own professional advisor if he/she/it is in any doubt regarding the taxation consequences of investing in the Portfolio Management Service. Income Tax The Dividend received in respect of the shares/units held in the Portfolio Management Service is tax free in the hands of investor as income from other sources. Capital Gains Tax w. e. f. 01 st April, 2015 following rates are applicable: For Ind. HUF, BOI, For Ind. HUF, For AOP (INCOME < BOI, AOP Partnership 10 Lakhs (INCOME > 10 Lakhs and Corporate Assessee Long Term Capital Gains Listed securities covered u/s. 10 (36) Nil Nil Nil Listed equity shares or unit of an equity oriented fund traded on recognized stock exchange s. 10 (38) Nil Nil Nil Listed securities transferred otherwise than on recognized stock exchange Without indexation or With indexation Short Term Capital Gains On listed equity shares or units of an equity oriented fund, traded on recognized stock exchange. Basic exemption limit of Rs.2,00,000/- is available only to resident individuals and HUF S. 111A(1) 10% 20% 10% 20% 10% 20% 15% 15% 15% Tax Deduction at Source In the event of there being any withholding tax or tax deductible at source relating to any income received by AIFL on behalf of the Investor on the investments, the credit in respect thereof shall be passed onto the Investor if legally permissible and practicable to do. In the event of AIFL paying any taxes on behalf of the Investor, AIFL may debit the same to the Investor's account and the Investor agrees to reimburse the same to AIFL forthwith. 12

ACCOUNTING POLICIES The Portfolio Manager shall follow the following accounting policies: 1. The books of accounts related to Portfolio Management Service have been maintained on cash basis. 2. The stocks of securities have been maintained in FIFO method as per Accounting Standard 2. 3. The Portfolio Manager shall keep and maintain proper books of accounts, records and documents for each Client so as to explain transactions for each Client and to disclose at any point of the Portfolio Holding of each Client and in particular give a true and fair view of the performance of the Portfolio for each Client. 4. In the event of aggregation of purchases or sales for economy of scale inter se, the Portfolio Manager shall do allocation on pro rata basis and at weighted average price of the day s transaction. The Portfolio Manager will not keep open position in respect of allocation of sales or purchases in a day. 5. Transactions for purchase or sale of investments shall be recognized as of the trade 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. 6. Dividend income shall be recognized, not on the date dividend is declared, but on the date the share/scrip is quoted on an ex-dividend basis. For the investments, which are not quoted on the stock exchange, dividend income will be recognized on the date of declaration. 7. Bonus shares/units to which the security/scrip in the portfolio becomes entitled will be recognized only when the original share/scrip on which bonus entitlement accrues are traded on the stock exchange on an exbonus basis. Similarly, right entitlements will be recognized only when the original shares/security on which the right entitlement accrues is traded on the stock exchange on the ex-right basis. 8. Interest on listed security will be recorded on the ex-date and interest on unlisted security will be recognized on the record date/due date fixed for payment. 13

Penalties, pending litigation or proceedings, findings of inspection or investigations for which action may have been taken or initiated by any regulatory authority: 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. NIL 2. The nature of the penalty/direction. NIL 3. Penalties imposed for any economic offence and/ or for violation of any securities laws. NIL 4. Any deficiency in the systems and operations of the portfolio manager observed by the Board or any regulatory agency. 5. Any pending material litigation/legal proceedings against the portfolio manager / key personnel with separate disclosure regarding pending criminal cases, if any. 6. 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. NIL NIL NIL INVESTOR SERVICES Information Dissemination The Portfolio Manager will furnish to the Client reports at least once in 3 months and as and when required by the Client. Such reports 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 and aggregate value of the portfolio on the date of report; (b) Report on the transactions undertaken during the period of report including date of transaction and details of purchase/sales; (c) Report on beneficial interest received during that period in respect of interest, dividend, income on units, bonus and rights shares, units, and debentures. (d) Report on expenses incurred in managing the portfolio. The Accounts of the Portfolio Manager will be audited annually, by the Independent Chartered Accountant. The Copy of the Certificate given by the Chartered Accountant will be given to the Client. 14

Related Party transaction: Portfolio Manager is using Services of Atlas Integrated finance limited for Brokerage and Depository service Total brokerage paid for 01.04.2015 to 30.09.2015 is Rs.33214.84 Total Depository charges paid for 01.04.2015 to 30.09.2015 is of Rs.7738.23 Grievance Redressal and Dispute Handling Mechanism The Client can approach the office of Portfolio Manager for redressal of their Grievances/ Complaints. The Portfolio Manager has appointed Mr. Rohan Jaitha as Investor Relation Officer. He can be contacted at ATLAS INTEGRATED FINANCE LTD. 403, Prospect Chambers, 317 Dr. D. N. Road, Fort, Mumbai- 400 001 Tel. No. 4060 0501-08 Fax No. 4060 0500 Email: sucheta@aifl.net; Client if not satisfied by the reply of Portfolio Manager can approach SEBI for grievance redresal at sebi@gov.in and register grievance on SCORES The Investor Relation Officer shall give monthly report of the client s complaint to the Principal Officer with the details as Name of the Client, nature of the Complaint, date of receipt of the Complaint and date of resolving the same. For complaints remaining unresolved for a period of more than 15 days from the date of receipt, the Investor Relation Office shall provide the justification to the Principal Officer. For disputes or differences arising between the Client and Portfolio Manager which could not be resolved amicably, be settled by Arbitration referred to a panel of three Arbitrators one to be appointed by the Investor/Client, one to be appointed by the Portfolio Manager and the third to be appointed by such two selected Arbitrators appointed by the parties. The decision taken by majority at the panel will be the decision of the panel and would be final and binding on the parties. All proceedings under such Arbitration shall be held in Mumbai and would be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and any statutory modifications or re-enactment s thereof. It is agreed and understood that the High Court of Mumbai shall have exclusive jurisdiction to entertain any Applications or Petition pertaining to the arbitration arising hereunder and/or any other proceedings arising pursuant to this clause. Date: 28/10/2015 Place: Mumbai Signature of the Directors Nilesh. SHAH Sucheta. N. SHAH Pramila. SHAH 15