Upload
trinhnhan
View
218
Download
0
Embed Size (px)
Citation preview
GUINESS 1 2 3
1
(I) (I) (I)
GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
CLIENT REGISTRATION APPLICATION FORM
(FOR INDIVIDUAL)
To
Name : GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
Reg. Office Address : 10, Canning Street, Kolkata – 700 001
Phone : 033-22301839, Fax : 033-22307478
Corp. Office Address : Guiness House, 18 Deshapriya Park Road, Kolkata-700 026
Ph. : 033-24646966/67, Fax : 033-24646969
SEBI Registration No. : INP000001470
E-Mail ID : [email protected]
Dear Sir/Madam,
We request you to register us as your clients and enable us to avail the Portfolio Management Services
offered by you pursuant to the Agreement entered into with you. We have read the SEBI (Portfolio
Managers) Regulations 1993 and agree to abide by them. In this regard, we give the following information:
1. Name of 1st holder : Resident /Non Resident
3. Sex : Male Female
4. Date of Birth :
5. Residential Address :
Telephone No. :
Fax No. :
6. Office Address :
Telephone No. :
Fax No. :
E-mail Address :
7. Occupation :
8. Name of Employer :
(if Employed)
Address :
Telephone No. :
Fax No. :
9. Educational Qualification :
10. Investment Experience :
Years in stocks
Years in Derivatives
Years in any other investment related field
Redefining Services
®
GUINESS 1 2 3
2
(I) (I) (I)
11. Particulars of the Bank Account
Name of the Bank :
Branch (Address, Fax& Tel. No.) :
Bank Account Number :
Account Type :
Date of Account Opening :
(Letter from Banker Certifying Account number and period from which this Account is in operation)
12. Details of Demat Account :
a) Client ID (Demat No.) :
b) Name of the D.P. :
c) D.P. I D :
13. Annual Income range :
Below Rs.1,00,000/- Rs.1,00,000/- to Rs.2,00,000/-
Rs.2,00,001/- to Rs.500,000/- Above Rs.5,00,000/-
14. Income Tax PAN :
15. Whether registered with any other broker-Member(s):=
Name of Member :
Name of Exchange :
Client Code No. :
16. References / Introducing Client/Member :
1. Name of the Client/Member :
17. 1. Name of 2nd holder: Resident Non Resident
2. Name of 3rd holder: Resident Non Resident
Member / Client Code No.:
I/We hereby declare that all the information and particulars given by me/us in this Application are true
to the best of my/our knowledge and belief. I/We agree to immediately inform you if there is any change
in any of the information given in this Application.
Name: -------------------------- Sign ----------------
Name --------------------------- Sign ----------------
Name --------------------------- Sign ----------------
Affix recent
Photograph of
1st applicant
Please sign on
the photograph
Affix recent
Photograph of
2nd applicant
Please sign on
the photograph
Affix recent
Photograph of
3rd applicant
Please sign on
the photograph
GUINESS 1 2 3
3
(I) (I) (I)
Declaration to be given by Guardian (in case of PMS account of Minor)
Date : / /
To
Guiness Portfolio Management Services Pvt. Ltd.
10, Canning Street, Third Floor, Kolkata - 700 001
Dear Sir,
This is with reference to the PMS account in the name of Master/Ms. ................................... (name of the minor).
With reference to the said aforementioned PMS account, you are requested to kindly accept/issue or receipt of funds/
securities from make payment of funds/transfer of securities to the account of my son/daughter, as per the details given
below for all dealings in the said PMS account.
Bank Details DP Details
Bank Account No. Client ID No.
Bank Name DP ID No.
Branch DP Name
Kindly do the needful,
Thanking you,
Yours faithfully,
Signature of the Parent / Guardian
From
To
Guiness Portfolio Management Services Pvt. Ltd.
10, Canning Street, Third Floor, Kolkata - 700 001
DECLARATION BY SOLE PROPRIETORSHIP
Dear Sir,
I/We refer to the PMS account opened with you in the name of
and declared and authorise you as under.
I/We recognise that a beneficiary account cannot be opened with a depository participant in the name of a sole proprietorship
firm as per Regulations. To faciliate the operation of the above PMS account with you and for the purpose of completing the
share transfer obligations pursuant to the PMS operations, we authorise you to recognise the beneficiary account No
with depository opened in the name of the
undersigned who is the sole proprietor of the firm.
Yours truly.
Signature (Please sign with stamp of the firm)
GUINESS 1 2 3
4
(I) (I) (I)
NOMINATION FORMTo
GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
10, Canning street, 3rd floor,
Kolkata – 700 001 Date : / /
Dear Sirs,
1. I am furnishing herewith the details for availing of the nomination facility for my investments in the Discretion-
ary Portfolio Management Services Offered by the Guiness Portfolio Management Services Pvt. Ltd. in accor-
dance with the existing laws.
Name of the applicant (Mr. / Ms.)
Permanent
Address
2. I hereby appoint the person(s) mentioned below to receive all the amounts to my credit on my death.
Name of the Nominee (Mr./Ms.)
Address of the
Nominee
Specimen Signature
of the Nominee
Nominee relationship
with Investor
3. If the nominee is a minor
Name of Minor
Date of birth of the minor
Name of guardian
of the minor
Address of the
guardian
Specimen Signature
of the guardian
4. This nomination will stand cancelled in the event of my nominee pre-deceasing me.
5. Acknowledgment of receipt of the amount to my credit by the Nominee (s) / legal heir(s) will constitute a full
discharge of the liability of the Guiness Portfolio Management Services Pvt. Ltd.
6. I acknowledge that in case there is a dispute between my nominee and any of my legal heirs, Guiness
Portfolio Management Services Pvt. Ltd. shall be deemed to have been fully discharged of its liabilities and
obligations if it pays the amount that stands to my credit to my legal heirs.
7. I have read Spectech Investment Private Limited’s Rules on nomination and I hereby confirm to adhere to
such rules or amendments thereto as may be made from time to time.
Yours faithfully,
(X) (X) (X)
GUINESS 1 2 3
5
(I) (I) (I)
GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
CLIENT REGISTRATION APPLICATION FORM
(FOR CORPORATE AND NON-INDIVIDUAL)
To
Name : GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
Reg. Office Address : 10, Canning Street, Kolkata – 700 001
Phone : 033-22301839, Fax : 033-22307478
Corp. Office Address : Guiness House, 18 Deshapriya Park Road, Kolkata-700 026
Ph. : 033-24646966/67, Fax : 033-24646969
SEBI Registration No. : INP000001470
E-Mail ID : [email protected]
Dear Sir/Madam,
We request you to register us as your clients and enable us to avail the Portfolio Management Services
offered by you pursuant to the Agreement entered into with you. We have read the SEBI (Portfolio Managers)
Regulations 1993 and agree to abide by them. In this regard, we give the following information:
1. Trade Name of Firm/Body corporate/Trust
2. Registered/corporate office address
Telephone No. :
Fax No. :
E-mail Address :
3. Names of Directors/Partners/Authorized Persons (in case client is a firm / body corporate)
i.
ii.
iii.
iv.
v.
vi.
vii.
4. Particulars of the Bank Account
Name of the Bank :
Branch (Address, Fax& Tel. No.) :
Bank Account Number :
Account Type :
Date of Account opening :
(Letter from Banker Certifying Account number and period from which this Account is in operation)
Redefining Services
®
GUINESS 1 2 3
6
(I) (I) (I)
5. Details of Demat Account :
a) Client ID (Demat No.) :
b) Name of the D.P. :
c) D.P. I D :
6. Name of Authorised Signatory :
Designation of Authorised Signatory :
Specimen Signature of Authorised Signatory :
7. Annual Income/profit range :
Below Rs.1,00,000/- Rs.1,00,000/- to Rs.2,00,000/-
Rs.2,00,001/- to Rs.500,000/- Above Rs.5,00,000/-
8. Income Tax PAN :
9. Whether registered with any other broker-Member(s):
Name of Member :
Name of Exchange :
Client Code No. :
10. References / Introducing Client/Member :
Name of the Client/Member :
Member / Client Code No. :
We hereby declare that all the information and particulars given by us in this application are true to the
best of our knowledge and belief. We agree to immediately inform you if there is any change in any of
the information given in this application or in Annexure to this application.
Name ---------------------------- Sign ------------------ Designation -------------
Name ---------------------------- Sign ------------------ Designation -------------
Name ---------------------------- Sign ------------------ Designation -------------
Date : ...............................................
Note:
1. In case of a partnership firm, to be signed by all the partners.
2. In case of a body corporate, to be signed by person/s authorised to sign by resolution of the Board of
Directors.
GUINESS 1 2 3
7
(I) (I) (I)
Please sign
on the
Photograph
ANNEXURE
In connection with the Client Registration Application submitted to you by
_____________________, of which I am the / a Director / Partner / Authorised Signatory /
_____________, I furnish you the following personal details relating to me:
1. Name :
2. Sex : M F
3. Date of Birth :
4. Designation :
5. Status : Resident Non-Resident
6. Residential Address :
Telephone no. :
Fax No. :
E-mail Address :
7. Occupation :
8. Qualifications :
9. Experience :
The information furnished above is true to the best of my knowledge and belief, and I undertake to immediately
keep you informed in writing of any changes therein.
Name ---------------------------- Sign ------------------ Designation -------------
Format of Board Resolution in case of corporate entity (To be obtained on pre-printed letterhead of the company)
Certified copy of the Board Resolution of .................................................................held at its registered office
at .................................................on..........................day of.......................month 200 at .................AM/PM
RESOLVED that, pursuant to the provision of the section 292 of the Companies Act 1956 and subject to the other
provision of the said Act or other laws
1. Shri------------------------------------ Director ---------------------------
2. Shri------------------------------------ Director ---------------------------
be and is hereby authorised to invest funds of the company in shares or units of Mutual Funds through Portfolio
Manager, Guiness Portfolio Management Services Pvt. Ltd. in the scheme launched by them, GUINESS 123,
provided that the total amount up to which the funds to be invested as aforesaid shall not exceed the sum of
Rs ………
RESOLVED FURTHER that the aforesaid directors be and are hereby severally and/or jointly authorised to disinvest
money,demand before maturity,renew, subscribe and to sign application form, forms for renunciation , transfer
deeds, receipt all other paper and document as may be required in the matter of investment of company’s funds.
Sd/
CHAIRMAN
GUINESS 1 2 3
8
(I) (I) (I)
To
Guiness Portfolio Management Services Pvt. Ltd.
10, Canning Street, Third Floor, Kolkata - 700 001
DECLARATION TO BE GIVEN BY PARTNERSHIP FIRM
Dear Sir,
We refer to the PMS account with you in the name of and declare
and authorise you as under.
We recognise that a beneficiary account cannot be opened with a depository participant in the name of a
partnership firm as per regulations. To facilitate the operation of the above trading account with you and for the
purpose of completing the securities transfer obligations pursuant to the PMS operations we authorise you to
recogn ise the benef ic ia ry account no w i th depos i to ry
opened as a joint account in the name of partners of the firm.
Signed by all Partners of the Firm.
GUINESS 1 2 3
9
(I) (I) (I)
GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
(“Portfolio Manager”)
A N D
Mr. / Ms. / Messrs.
(“Client”)
DISCRETIONARY PORTFOLIO MANAGEMENT AGREEMENT
DATED THIS ( ) DAY OF ( ), 200
GUINESS 1 2 3
10
(I) (I) (I)
PORTFOLIO MANAGEMENT AGREEMENT
This Agreement is entered into at Kolkata on the day of ,
200 between
a) Individuals , x
b) Firm , x
c) HUF , x
d) Trust , x
e) Company , x
Incorporated under companies Act 1956 / registered with relevant authority and having its residence/
place of business/ registered office at
(Hereinafter referred to as “the Investor”, which expression
shall, unless repugnant to the meaning or context thereof, be deemed to mean and include its legal
heirs, successors and permitted assigns) of the One Part And Guiness Portfolio Management Services
Pvt. Ltd. (hereinafter referred to as GPMSPL of the other part), a company incorporated under the
Companies Act, 1956, and having its registered office at 10, Canning Street, Kolkata – 700 001 and
having its corporate office at 18, Deshapriya Park Road, Kolkata - 700 026.
WHEREAS
GPMSPL is a registered Portfolio Manager with the Securities and Exchange Board of India (SEBI)
(Registration No. INP000001470). The Investor is desirous of appointing GPMSPL as his agent for
managing the investment of his funds and avail of investment advisory and portfolio management services
from GPMSPL for investments to be made in securities in the capital markets of India.
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1. APPOINTMENT
The Investor hereby appoints and authorizes GPMSPL as a Portfolio Manager with absolute and
unfettered discretion under the terms of this Agreement, to act as his/its agent inter alia, for the
purpose of managing the Funds by investing it in capital/money market instruments as GPMSPL
may deem fit from time to time including in those enumerated in Annexure 1A hereto and to hold
all or any of such investments in the name of GPMSPL on behalf of the Investor, including any
undivided interest/share in one or more mutual funds units and/or capital/money market
investments.
It is further agreed that GPMSPL, at its sole discretion has the right to purchase, acquire, obtain,
take, hold, sell, transfer, substitute or change all or any of the investments in any securities
including shares, stock, bonds, debenture, mutual funds units made on behalf of the Investor in
pursuance of this Agreement and the Investor further agrees that he/it shall be deemed to have
approved/ratified any such actions and deeds mentioned above. GPMSPL shall be authorized to
execute in the name and on behalf of the Investor, all necessary deeds, documents, writings,
forms, applications, as may be necessary to be filed with any company, organization, institution,
government body or department in any manner relating to the management of the investment and
to take all necessary actions to enable GPMSPL to effectively exercise the authority conferred in
hereto and for any incidental and consequential actions. The Investor shall from time to time
execute such further authorization and writings as may be required by GPMSPL or effectively
exercising its functions under this Agreement. GPMSPL shall not change any terms of the
agreement without prior consent of the client.
GUINESS 1 2 3
11
(I) (I) (I)
2. SCOPE OF SERVICES
The services provided by GPMSPL are subject to the activities permitted under SEBI (Portfolio
Managers) Regulations, 1993 as a Portfolio Manager and would include advisory services,
Investment Management, custody of securities, keeping track of corporate benefits associated
with the securities, providing audited reports to clients on yearly basis. The Portfolio manager
shall act in a fiduciary capacity and as a trustee and agent of the client’s account.
3. FUNCTIONS, OBLIGATIONS, DUTIES AND RESPONSIBILITIES
3.1. The terms of this agreement are in compliance with the Act, SEBI (Portfolio Managers) Regulations,
1993, rules, regulations, guidelines under the SEBI Act and other laws/rules/regulations/guidelines.
3.2. Information & Reporting to Clients
GPMSPL shall provide the Investor with half-yearly statements on investments made by GPMSPL
on behalf of the Investor. The reports shall include composition, description and value of securities
in the portfolio, cash balance, transactions details (of purchase and sale), interest, dividends,
bonus received, etc.
The books of accounts and relevant material documents maintained by GPMSPL relating to the
investors accounts may be inspected by the client during office hours on any working day after
giving a due notice to GPMSPL.
The Transaction Report and the Summary Portfolio Report shall be made available on the web
site of GPMSPL with restricted access to each client.
3.3. Maintenance Of Client wise transaction and related Books Of Accounts
GPMSPL shall maintain accounts separately in the name of the client, as are necessary to
account for the assets and any additions, income, receipts and disbursements in connection
therewith, as provided under SEBI. GPMSPL shall maintain client wise transaction and related
books of accounts such as bankbooks, ledger books, summary reports, transaction reports and
financial statements viz. Profit and loss Account and Balance Sheet.
3.4. Provisions regarding audit of accounts as required under the SEBI (Portfolio Managers) Regulations, 1993
An independent Chartered Accountant will audit the accounts of the Portfolio Management Scheme
at least once in a year and a copy of the certificate issued by the Chartered Accountant shall be
given to the client.
The statements/ documents/ reports furnished by GPMSPL to the client shall present a true and
fair picture of the actual transactions.
The client may appoint a Chartered Accountant to audit the books and accounts of the portfolio
manager relating to his transactions and the portfolio manager shall co-operate with such Chartered
Accountant in the course of such an audit.
3.5. Settlement of accounts and procedure therefore including the provisions for payment on maturity
or early termination of the contract
Purchase / Sale
(i) All purchases and sale transactions between GPMSPL’s account and the Investor’s account
shall be at prevailing market price. Inter se allocation of aggregate purchase or sale shall be on
pro-rata basis and at the weighted average price of the day’s transactions.
(ii) GPMSPL shall take due care in the scrutiny of the title validity or genuineness of the securities
received or delivered.
(iii) GPMSPL shall not be responsible for any loss or damage arising from any cause beyond its
control including, without limitation, acts or failure to act by any other party including any stock
exchange, clearance house, strikes, civil commotion, acts of God, floods, riots or war.
GUINESS 1 2 3
12
(I) (I) (I)
(iv) All collections of the securities and of any funds or other property paid or distributed in respect of
the securities are made at the risk of the Investor.
(v) GPMSPL shall not be liable for any liabilities, damages, losses or claims or expenses resulting
from or caused by carrying out any instruction from the Investor.
(vi) GPMSPL may rely on the performance of its duties under these presents and without liability on
its part on any instructions believed by GPMSPL in good faith to be genuine and given by the
Investor and/or any person authorized by the Investor.
(vii) It is expressly agreed that save and except the services expressly stipulated in these presents,
no other services shall be rendered by GPMSPL.
(viii) It is may be agreed that GPMSPL’S fees to be charged to the Investor pursuant to these presents
shall be in the form of a percentage of the quantum of funds managed or linked to portfolio returns
achieved.
(ix) GPMSPL agrees and undertakes not to directly and/or indirectly benefit out of the Investors
funds or securities save and except to the extent of GPMSPL’S interest disclosed to the Investor.
(x) SIPL shall be responsible for the safe keeping of the Investors Funds and securities and shall
maintain adequate records identifying the securities/Funds as being held by GPMSPL for the
account of the Investor. To the extent of securities held by GPMSPL, such securities shall be
physically segregated from the assets of GPMSPL, any person other than the Investor, or any
other person, firm or corporation.
Repayment And Withdrawal / Early Termination
If the Investor wishes to withdraw from this Agreement, he shall inform SIPL in writing at least thirty
(30) days in advance. In the event of the Investor withdrawing, SIPL shall either liquidate the portfolio
and hand over the sale proceeds net of costs to the Investor or based on the written instructions of the
Investor, liquidate part of the portfolio and hand over the balance in the form of investments or GPMSPL
may even transfer the whole of the portfolio in shares by transferring shares to the Investors’ DP
account.
Custody
Without prejudice to any other terms of this Agreement, all/any mutual fund units/financial money market
instruments and other assets acquired by GPMSPL on behalf of the Investor in pursuance of this
Agreement shall be kept in the custody of GPMSPL. GPMSPL is hereby authorized to be paid/reimbursed
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 this Agreement. In the event that
SIPL deals with a depository in connection with the services being provided under this Agreement, the
Investor shall bear all costs and expenses in connection with such dealings, including costs of
dematerialization, re-materialization and transaction costs, and shall suitably empower and authorize
SIPL to pay out such costs and expenses from the Investor’s account with the relevant depository.
4. INVESTMENT OBJECTIVE AND GUIDELINES
The investment objective of GPMSPL as portfolio manager is to maximize the annualized return
on the funds placed with GPMSPL through a judicious deployment in capital/money market
instruments, mutual fund units or derivatives based on a professional, detailed assessment and
evaluation of all relevant macro and micro factors pertaining to the economy and industry.
4.1. Types of securities in which investment would be made specifying restrictions, if any.
The investor wishes to invest in the following categories :
Asset Class %
Equity Shares — — x
Derivatives — —
GUINESS 1 2 3
13
(I) (I) (I)
Mutual Funds : Equity — —
Mutual Funds : Debt — — x
Debentures — —
Government Securities ——
All of the above — —
4.2. Particulars regarding amount, period of management, repayment or withdrawal.
Minimum Amount
The Portfolio Manager shall not accept from the client, funds or securities worth less than twenty five
lacs rupees.
Period of management
This Agreement shall commence on the date of its execution and shall be effective for a minimum
period of 3 years from the date of its execution, unless the parties hereto in accordance with
Clause 7 specifically terminate it.
Repayment on withdrawal
GPMSPL shall repay the proceeds based on a written notice given by the client as soon as the
securities are liquidated.
Please also refer to Clause 3.5. (V) For repayment and withdrawals.
4.3. Taxation aspects such as Tax Deducted at Source, income taxes and other taxes
Any income tax and other tax liabilities, including Securities Transaction Tax, Service Tax on
Management Fees, on the investments, the Funds, the yield (i.e., income/profits from the
investments made by GPMSPL on behalf of the fund of the Investor, net of the transaction cost
incurred by GPMSPL) and other returns, will be solely borne by the Investor. In the event of there
being any withholding tax or tax deductible at source relating to any income received by GPMSPL
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 GPMSPL paying any
taxes on behalf of the Investor, GPMSPL may debit the same to the Investor’s account and the
Investor agrees to reimburse the same to GPMSPL forthwith.
4.4. 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 investment
including in, but not limited to shares, stocks, scripts, bonds, units, mutual funds, convertible
debentures, non-convertible debentures, certificates of deposits, Government Securities, treasury
bills and certificates of securitized debt. However no investment will be made in badla financing
and lending to corporate or any other bodies and such instruments as may be expressly prohibited
by SEBI/other regulatory bodies. GPMSPL hereby agrees not to pledge or loan securities without
the written permission of the Investor and the leveraging of portfolio shall not be permitted in
respect of investment in derivatives. GPMSPL may, subject to authorization by the client in
writing, participate in securities lending. The money or securities accepted by GPMSPL shall not
be invested or managed by GPMSPL except in terms of the agreement between GPMSPL and the
client. GPMSPL shall not while dealing with clients’ funds indulge in speculative transactions
that is, it shall not enter into any transaction for purchase or sale of any security which is
periodically or ultimately settled otherwise than by actual delivery or transfer of security except
the transactions in derivatives. GPMSPL shall not borrow funds or securities on behalf of the
client. GPMSPL shall not lend securities held on behalf of the clients to a third person except as
provided under SEBI regulations.
GUINESS 1 2 3
14
(I) (I) (I)
5. ATTENDANT RISKS AND OTHER RISK FACTORS
The Investor agrees and understands that the services being provided by GPMSPL under this
Agreement involves certain risks and considerations generally associated with making
investments in securities and that there can be no assurance that GPMSPL can achieve the
investment objectives stated herein. The Investor further agrees and understands that the value
of his/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. Further, the Investor also agrees and understands that consequently, the
NAV of the Portfolio may fluctuate, and the value of the Portfolio may increase or decrease.
Securities investments are subject to market risk and there is no assurance or guarantee that
the objectives of the scheme will be achieved.
Past performance of the portfolio manager does not indicate the future performance or any other
future schemes of the portfolio manager.
Risk arising from the investment, investment strategy and asset allocation are inherent with the
investment, and will be responsibility of the investor.
6. PERIOD OF AGREEMENT AND PROVISION FOR RENEWAL
Please refer to the Clause 4.2(ii) above for the terms and condition relating to the period of
agreement and provision for renewal.
7. CONDITIONS, UNDER WHICH AGREEMENT MAY BE ALTERED, TERMINATED AND
IMPLICATIONS THEREOF, SUCH AS SETTLEMENT OF AMOUNTS INVESTED, REPAYMENT
OBLIGATIONS ETC.
7.1. The voluntary or compulsory, termination of portfolio management services by GPMSPL or the
client;
7.2. Suspension or cancellation of the certificate of registration of GPMSPL by the Securities and
Exchange Board of India;
8. MAINTENANCE OF ACCOUNTS
Maintenance of accounts separately in the name of the client as are necessary to account for
the assets and any additions, income, receipts and disbursements in connection therewith, as
provided under SEBI (Portfolio Management) Registration, 1993.
9. THE FUNDS x
x
The Investor shall initially make available to GPMSPL funds for the purpose of investing in the form of:
9.1. The amount of Rupees , is sent herewith
by Cheque/Demand Draft no. dated drawn on
in favour of GPMSPL AND/OR
9.2. The investor can give the additional fund to GPMSPL for investments by giving a written
instruction and by way of addendum to be attached herewith.
9.3. Securities/ Mutual fund units which are detailed in Annexure 1A, out of which the securities
detailed in Annexure 1B are being retained by GPMSPL to be included in the portfolio being
managed by GPMSPL under this Agreement (referred to in this Agreement as the “Funds”).
Provided that in case the Funds are being made available in the form of securities/ mutual fund
units, the Funds to be managed in terms of this Agreement shall be the equivalent of their
realizable value on sale in the open market, which shall be at the discretion of GPMSPL.
GUINESS 1 2 3
15
(I) (I) (I)
Provided further that in case securities are being retained as provided in the previous paragraph,
the value shall be taken as the quoted value at close of trading on the Bombay/National Stock
Exchange as on the date of this Agreement. Provided further that in case mutual fund units are
being retained, the value shall be taken as based on the Net Asset Value (NAV) declared by the
concerned mutual fund as on the date of this Agreement.
The Funds accepted by GPMSPL for management under this Agreement shall be credited to a
bank account with a scheduled commercial bank. All receipts, payments, income, expense,
sale proceeds, purchase cost of transactions of investments shall be debited or credited as the
case may be to this account. Additional funds subsequently made available by the Investor will
be credited to the same account.
The client can withdraw cash or securities/mutual funds from the portfolio account under the
conditions mentioned in clause 7.
The portfolio manager shall not change any terms of the agreement without the consent of the
client.
10. ACCESS TO INFORMATION
The investor will be able to verify the books of accounts etc as per the Clause 3.5(ii) & 3.5(iv) of
the agreement.
11. TERMS OF FEES
The quantum and manner of payment of fees and charges for each activity for which services
are rendered by the portfolio manager directly or indirectly (where such service is outsourced)
such as investment management, advisory, transfer, registration and transaction costs with
specific references to brokerage costs, custody charges, cost related to furnishing regular
communication, account statement, miscellanerous expenses (individual expenses in excess
of 5% to be indicated separately) etc. The provision that the portfolio manager shall taks prior
permission from the client in this respect.
12. BILLING
GPMSPL shall debit the Management fees to the Investor’s account at the end of each quarter
on 30th June, 30th September, 31st December and 31st March. GPMSPL shall also debit the
Investors account at the end of each month for custody charges & other charges.
13. LIABILTY OF SIPL
The funds given to GPMSPL by the investor will have to be invested in accordance with this
agreement and in accordance with the terms, conditions and regulations of the SEBI. GPMSPL
shall not be responsible for any recommendations made to Investors in respect of Investments
in Financial/Capital Market arising out of errors of judgment. GPMSPL shall also not be
responsible for any negligence or willful misfeasance of brokers, custodians or other intermediaries
in connection with their acts and discharge of their duties.
14. LIABILITY OF CLIENT
The liability of the client shall be restricted to the amount of funds made available to GPMSPL.
15. DEATH OR DISABILITY
The investor would include unless repugnant to the meaning or context thereof, its legal heirs,
successors and permitted assigns. The nomination form is also attached herewith in case of
death or disability of the investor.
16. ASSIGNMENT
The client can assign the agreement provided he has given the nomination form as per the
Annexure enclosed herewith.
GUINESS 1 2 3
16
(I) (I) (I)
17. GOVERNING LAW
The agreement is made in compliance of the Securities and Exchange Board of India (Portfolio
Managers) Amendment Regulations, 2002.
18. SETTLEMENT OF GRIEVANCES/ DISPUTES AND PROVISION FOR ARBITRATION
Indemnity
The Investor hereby agrees that he has understood the risks associated with investments in
stock markets and is fully conscious of the same. It is hereby agreed that GPMSPL shall not be
liable in respect of any loss resulting from such risks. GPMSPL shall not be responsible for any
loss or damage occasioned as a result of any factor whatsoever other than fraud or gross and
willful negligence on its part. Without prejudice to the above, the Investor specifically agrees
not to hold GPMSPL responsible for any loss or damage occasioned by adverse market
conditions, force majeure circumstances, delays on the part of companies or other authorities
including government authorities in registering transfer of shares and securities, errors of
judgment on GPMSPL’S part or other factors beyond its control. Notwithstanding the generality
of the foregoing, GPMSPL shall not be liable if any or all of the securities and/or shares become
illiquid due to force majeure circumstance, adverse market conditions, court statutory or regulatory
injunctions, attachments or other prohibitions affecting them and/or other factors beyond their
control. The Investor shall indemnify GPMSPL and keep it indemnified from and against any
damage, losses, cost, outgoing or expense arising out of or relating to the investments made by
GPMSPL on behalf of the Investor, including any charges, costs, expenses, outgoing or outflows
arising out of payments of stamp duty, transfer charges, legal expenses, and any taxes including
income tax and other direct taxes or duties incurred by and/or levied on GPMSPL as a result of
its acting on behalf of the Investor or which are levied on the Investor but are recoverable or are
recovered by GPMSPL. GPMSPL shall have a lien on the Funds and the returns thereon for the
purpose of indemnifying GPMSPL as aforesaid.
Alterations
The Investor agrees that the acknowledgment and acceptance of the Funds by GPMSPL for
management in pursuance of the terms of this Agreement is subject to the terms and conditions
specified herein. It is further agreed and confirmed by the Parties hereto that any alteration,
variation, change or amendment in any or all of the terms contained in this Agreement shall be
by obtaining prior mutual consent in writing.
Notices
Any notice, communication or documents to be given to the other party may be given by personal
delivery, courier, registered post / E-mail or fax at the address hereinafter mentioned. The notice
shall be deemed to have been served upon the party to whom it is given, if given by personal
delivery, when so delivered and acknowledgment received, if given by post on expiration of 3
days after the notice etc. shall have been delivered to the post office and if given by fax / E-mail
upon acknowledged transmission thereof:
Notice to the Investor : x
x
Address :
Designated Person :
Notice to GPMSPL :
Address : 10, Canning Street, 3rd Floor Kolkata – 700 001
Designated Person : Ms. Nita Bagaria
GUINESS 1 2 3
17
(I) (I) (I)
Miscellaneous
A. Reservation of Rights
Reservation of Rights no forbearance, indulgence or relaxation or inaction by GPMSPL at any
time, to require performance of any of the provisions of this Agreement shall, in any way, affect,
diminish or prejudice the right of GPMSPL to require performance of that provision and any
waiver or acquiescence by GPMSPL of any breach of any of the provisions of this Agreement
shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of
such provisions or a waiver of any right under or arising out of this Agreement, or acquiescence
to or recognition of rights and/or position other than as expressly stipulated in this Agreement.
B. Cumulative Rights
All remedies of either Party under this Agreement, whether provided herein or conferred by
statute, civil law, common law, custom, trade, or usage, are cumulative and not alternative and
may be enforced successively or concurrently.
C. Partial Invalidity
If any provision of this Agreement, or the application thereof to any person or circumstance, is
or is held to be invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid and enforceable
and most nearly reflecting the original intent of the unenforceable provision.
D. Relationship
None of the provisions of this Agreement shall be deemed to constitute a partnership between
the Parties hereto and no Party shall have any authority to bind the other Party otherwise than
under this Agreement, or shall be deemed to be the agent of the other in any way.
E. Arbitration
If any dispute/difference arises between the Parties hereto during the subsistence of this
Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged
breach of any provision of this Agreement or regarding questions, including the question as to
whether the termination of this Agreement by one Party hereto has been legitimate, such dispute
shall be referred to Arbitration.
The place of arbitration shall be Kolkata.
The Indian Arbitration & Conciliation Act, 1996, shall govern the Arbitration proceeding.
The arbitration proceedings shall be in the English language.
The arbitrator’s award shall be substantiated in writing. The court of arbitration shall also decide
on the costs of the arbitration procedure.
The Parties hereto shall submit to the arbitrator’s award and the latter shall be enforceable in
any competent court of law.
F. Counterparts
This Agreement may be executed in any number of counterparts each of which when executed
shall be an original, but all the counterparts together shall constitute one and the same Agreement.
G. Headings
The headings used in this Agreement are merely indicative and shall not in any way guide or
restrict the interpretation of the provisions contained herein.
GUINESS 1 2 3
18
(I) (I) (I)
H. References
In this Agreement, references to the singular shall include the plural and vice-versa.
I. Governing Law of the Agreement
This Agreement shall be governed and construed in accordance with the laws of India.
Jurisdiction
The laws of India shall govern this Agreement. All legal actions and proceedings if any relating hereto
shall be subject to the exclusive jurisdiction of the courts in Kolkata.
Voting Rights
As far as all rights, including voting rights, attached to all the securities invested by GPMSPL on
behalf of the Investor are concerned, GPMSPL shall be authorized to exercise the same in such manner,
as it thinks fit in accordance with law without reference to the Investor. In the event there is any delay
or refusal on the part of any company or authority in registering transfer of any shares or securities,
GPMSPL shall be entitled to file and continue any proceedings in any courts or other forums including
the Company Law Board at the cost of the Investor. GPMSPL shall keep the Investor informed in
respect of such proceedings or actions taken by it.
IN WITNESS WHERE OF THE PARTIES HERE TO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE
HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR FIRST HERE IN ABOVE WRITTEN:
SIGNED AND DELIVERED
BY THE WITHINNAMED “Investor”
Name (1st Holder): ------------------------------------- sign.-----------------------
Name (2nd Holder): ------------------------------------- sign.-----------------------
Name (3rd Holder): ------------------------------------- sign.-----------------------
SIGNED AND DELIVERED in the presence of;
Name of the witness ----------------------------------- sign.-----------------------
Address -------------------------------------------------------------------------
SIGNED AND DELIVERED
M/S. GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.
Portfolio Manager through its duly Constituted attorney
SIGNED AND DELIVERED in the presence of;
Name of the witness ----------------------------------- Sign. ----------------------
Address -------------------------------------------------------------------------
GUINESS 1 2 3
19
(I) (I) (I)
ANNEXURE 1A (List of securities made available)
ANNEXURE 1B (List of securities being retained for management)
Securities are valued at the last quoted closing price on the principal exchange on which the security is
traded.
GUINESS 1 2 3
20
(I) (I) (I)
ANNEXURE 1C
The exact basis of charge relating to services rendered is as follows :
Sr. No. Particulars Basis of Calculations Frequency of Charge
1 Management Fees End of qtr. on
30th June,
31st Sep.
31st Dec and
31st March
2 Custodian / DP Fees On Actual Monthly
3 Registrar & Transfer Fee On Actual As & When Incurred
4 Brokerage, Distribution On Actual As & When Incurred
& Transaction costs
5 Certification and On Actual As & When Incurred
Professional Charges
6 Incidental Expenses On Actual As & When Incurred
7 Securities lending & On Actual As & When Incurred
Borrowing Costs.
8 Other expenses, which On Actual As & When Incurred
are directly attributable
to the Portfolio
Management Services in
respect of the client
0.5% of the inital portfolio value
at the beginning of the quarter or
arrangement OR 25% of the Net
Gains (Realised + Unrealised) in
excess of 12% per annum of the
initial protfolio value at the
beginning of the quarter or
arrangement, which ever is higher
In case of redemption during the
quarter, fee shall be on pro rata bsis.
GUINESS 1 2 3
21
(I) (I) (I)
DISCRETIONARY POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS THAT I/We
residing / having office at
SEND GREETINGS :
WHEREAS Guiness Portfolio Management Services Pvt. Ltd., a Company incorporated under the
Companies Act, 1956 and having its registered office at 10,Canning Street, 3rd Floor, Kolkata 700 001
and its corporate office at 18, Deshapriya Park Road, Kolkata – 700 026 (hereinafter referred to as “the
Portfolio Manager” or.. PM” which expression shall include, unless repugnant to or inconsistent with the
subject or context thereof, its successors and assigns) is duly authorized by the Securities and Exchange
Board of India (hereinafter referred to as “SEBI”) to provide Portfolio Management Services vide
authorization No.INP000001470.
AND WHEREAS The Portfolio Manager has agreed to provide Portfolio Management Services in the
name of “Guiness Portfolio Management Services Pvt. Ltd.” and the Client, being
( ) has agreed to avail the same under the
Discretionary Portfolio Management Agreement (“Agreement”) of even date.
NOW THESE PRESENTS WITNESS for me/us and on my / our behalf and on behalf of the survivor of
me / us in my / our name and in the name or names of my/our survivor or survivors, do hereby nominate
constitute and appoint Guiness Portfolio Management Services Pvt. Ltd. (the Portfolio Manager) a
company incorporated under the Companies Act, 1956 in Kolkata with its registered office at 10,Canning
Street, 3rd Floor, Kolkata – 700 001 and its corporate office at 18, Deshapriya Park Road, Kolkata – 700
026, acting through any of its officers as my / our true and lawful Attorney (hereinafter referred to as the
said Attorney) to do all or any of the following acts, deeds and things in relation to and concerning the
funds, monies, amounts placed by us with or given to or for any portfolio management scheme of the
Portfolio Manager.
1. To make necessary application(s) on my / our behalf to any authorities in India and particularly to
the Central Government, Securities and Exchange Board of India and / or Reserve Bank of India
in connection with my purchase/sale/transfer/holding and continuing to hold Securities and to
represent me in all respects before such authority or authorities and establish without encumbrance
the ownership of the Securities in my name.
2. The term “Securities” shall include shares, scrips, stocks, bonds, warrants, options, futures,
convertible debentures, non-convertible debentures, fixed return investment, equity linked
instruments or other marketable Securities of like nature in or of any incorporated company or
other body corporate, negotiable instruments including usuance Bills of Exchange, deposits or
other money market instruments, commercial paper, certificates of deposit, units issued by Unit
Trust of India and units issued by Mutual Funds, derivatives, mortgage backed or, other asset
backed Securities issued by any institution or body corporate, cumulative convertible preference
shares issued by any incorporated company and Securities issued by any incorporated company
and Securities issued by the 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, any other new form of capital or money market instruments that maybe issued in the
future by any incorporated company/ firm/institution or Government.
GUINESS 1 2 3
22
(I) (I) (I)
3. To acquire by subscribing to or by purchase of any Securities, whether of any State Government
in India or Central Government or Company or body corporate or otherwise and to sell, transfer
and endorse the Securities and to sign and to execute all transfer deeds whether as transferor or
transferee and such other instruments, application and papers as may be necessary for the purpose
of acquiring or transferring the same.
4. To make applications to the relevant authorities for and to dematerialize and/ or rematerialize
Securities.
5. To make applications for or to renounce and sign renunciation forms in respect of rights Securities
and additional Securities of any Company or body corporate and to receive, and hold such rights
or additional Securities.
6. To manage and make investments and reinvestments of all or any funds or monies forming part of
my funds / assets and for that purpose buy, sell, transfer and otherwise deal in any other securities
forming part of my assets.
7. To issue orders and instructions for acquisitions and disposal of investments for and on behalf of
myself and to purchase or otherwise acquire, sell or otherwise dispose off and invest in Securities
including enter into foreign transactions required for this purpose.
8. To enter into execute, deliver and amend all contracts, agreements, and other undertakings as
may be required, necessary or advisable or incidental to the carrying out of the objectives of the
Discretionary Portfolio Management Agreement dated ......................................
9. To open safe custody account or to keep in safe custody the Securities acquired pursuant to the
above authority and to render yearly accounts with regard to such safe custody.
10. To open and operate an account with the Professional Clearing Member /Custodian / Depository
Participant.
11. To hold in safe custody the investments and all the documents of title to or evidencing ownership
of the investments and shall procure those of the investments in respect of which registration
shall be necessary in order to perfect the transfer thereof shall as soon as is practicable after the
receipt of the necessary documents be registered in the account of “Guiness Portfolio Management
Services Pvt. Ltd. [Guiness 123]” or any other scheme as may be deemed appropriate by the
Attorney.
12. To appoint, nominate or engage any broker(s) and/or agent(s) for carrying out purchase and sale
of the Securities.
13. To issue and administer the instructions to the stockbrokers, agents and other representatives
acting for and on behalf of me / us.
14. To appoint any other agent or sub-agent and to delegate all or any of the powers given herein to
such a person, generally to do and perform and execute all such other acts, deeds, instruments,
matters and things for and on behalf of me as may be necessary, proper, convenient or expedient
to be done and in and about the premises as fully and effectually to all intents and purposes as I
myself could do if personally present and I ratify and confirm and agree and undertake to ratify
and confirm whatsoever my said Attorney shall lawfully do or cause to be done by virtue of these
presents.
15. To appoint and issue such instructions any auditors for the purpose auditing my / our accounts on
a yearly basis.
16. To demand, receive and give good and effectual receipt(s) and discharge(s) for all and any dividend,
interest, bonus or any other sum(s) and/or income arising from the Securities, and to sign and
endorse pay orders, dividend or interest warrants or certificates in respect of the demand and
receive all debts, sums of money, principal, interest, dividend or other dues of whatever nature or
account which are now or at any time may be due, payable and belong to me/us on any account(s).
GUINESS 1 2 3
23
(I) (I) (I)
17. For all or any of the purposes aforesaid to sign any contract, agreements, transfer form,
acceptance, receipt, acquaintance, document and form and to do all lawful acts requisite for
reflecting the same.
18. To execute and issue indemnity bonds to third parties on account of any work relating to my
business on such conditions as may be agreed upon between myself, or Attorney and the third
party.
19. To pay call money on shares, demand, collect, receive, all monies, amounts realized from sale,
transfer, surrender of any Securities, as also all interest, dividend accrued, payable or due and
invest/reinvest the same in any other securities/deposits/ units of Mutual Funds upon such items
that my Attorney may deem fit in the circumstances.
20. To negotiate with any person whether body corporate or otherwise and effect the purchase / sale
of Securities on such terms and at such price as the said Attorney consider best under the
circumstances.
21. To give or join in giving notice for calling an extraordinary general meeting of any Company on
requisition in accordance with Section 169 and/or any other applicable provisions of the Companies
Act, 1956.
22. To attend, vote and otherwise act as attorney or proxy at meetings of the members, creditors,
debenture holders of any Company in which Securities are acquired or held pursuant to this
authority for and on my behalf.
23. To apply to the relevant authorities for and to obtain from them all necessary approvals in relation
to my investments and confirmations and consents relating to my / our tax status and all tax and
other payments which may be due to me / us from time to time in respect of the relevant investment
and in connection therewith. [This is an enabling provision you may not provide such services]
24. To compound and accept part in lieu and in satisfaction of the whole of or compromise any debt
or sum of money hereafter owing to or payable to me / us or any other claim or demand which I /
we have or may have against any person or persons or to grant an extension of the time for
payment or satisfaction thereof upon such terms as may be deemed proper either with or without
taking security for the same.
25. To appoint and employ agents, including chartered accountants, advocates, or other legal
practitioners, overseers, receivers or other persons at such remuneration by way of fees, salary,
commission or otherwise as the above-named Attorney may think proper and to dismiss and
discharge them from time to time and to employ or appoint any other in their stead.
26. To liaise with any bank for the purchase, sale or transfer of securities and to represent me in all
dealings to the bank and to give instructions to the bank for payment for Securities.
27. To make, verify, sign, execute and present on behalf of myself the plaints. vakalatnamas, appeals,
affidavits or statements, petitions or probate petitions or any other paper as may be expedient in
the opinion of the attorney to be made, signed, executed, presented or filed.
28. To commence, prosecute, enforce, defend, answer, or oppose any suit or other legal proceedings
to be filed, instituted or commenced in connection with any or all matters in which I may be or
may hereafter be interested.
29. To rectify any defect in the institution of the suit or other action in Court or defending any action
in Court, if necessary by making such amendments with the permission of the court and to do
such lawful acts deeds and things required to cure any suit or appeal or revision now pending and
arising out of any suit or proceeding which have since been disposed off.
30. In all such proceedings and for such purposes, to enter into a compromise or refer the dispute to
arbitration or abandon any claim or submit to judgement or become non-suited in all such
proceedings whether pending or not.
GUINESS 1 2 3
24
(I) (I) (I)
31. This Power of Attorney given under my/our hand is irrevocable by me/us during the tenure of my/
our Portfolio Account with Guiness Portfolio Management Services Pvt. Ltd. is operational, in
accordance with the terms and conditions of such portfolio(s) scheme(s) statutory regulations.
32. To open, operate bank accounts:
a) Account on my/our behalf exclusively with Bank
Branch through Account No. . The said Bank account shall be operated
by the Authorized signatory appointed by Guiness Portfolio Management Services Pvt.
Ltd. from time to time.
b) NRE Account on my/our behalf exclusively with Bank
Branch through Account No. . The Said Bank
account be operated only by the Authorized signatory appointed by Spectech Investment
Private Limited from till time and if required to make applications to the Reserve Bank of
India and or any other authority for repatriation of funds and holding receipts, dividends
etc. in respect of my Securities.
AND GENERALLY to do, perform and execute all such other acts, deeds, instruments, matters and
things for and on behalf of me as may be necessary, proper or expedient to be done and in and a the
premises as fully and effectually to all intents and purposes as I would do if personally present and I
ratify and agree to ratify and confirm whatsoever the Attorney shall lawfully do or cause to be done by
virtue of these presents.
AND it is hereby clarified and declared that the Attorney being a body corporate the powers hereinbefore
granted may be exercised by any of its agents or employee to whom the Attorney may delegate any of
the powers aforesaid and accordingly the Attorney may appoint and remove any sub agent or attorney
from time to time as it may consider appropriate.
IN WITNES WHEREOF I / WE hereunto set my / our hand(s) on this the day of
200 at .
Name (1st Holder): ------------------------------------- sign.-----------------------
Name (2nd Holder): ------------------------------------- sign.-----------------------
Name (3rd Holder): ------------------------------------- sign.-----------------------
SIGNED AND DELIVERED in the presence of;
Name of the witnes ------------------------------------ sign.-----------------------
Address -------------------------------------------------------------------------