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1 DISCLOSURE DOCUMENT LIC NOMURA MUTUAL FUND ASSET MANAGEMENT COMPANY LTD. Under Regulation 14 of the Securities and Exchange Board Of India (Portfolio Managers) Regulations, 1993 (i) (ii) (iii) The Disclosure
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1 DISCLOSURE DOCUMENT LIC NOMURA MUTUAL FUND ASSET MANAGEMENT COMPANY LTD. Under Regulation 14 of the Securities and Exchange Board Of India (Portfolio Managers) Regulations, 1993 (i) (ii) (iii) The Disclosure 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, 1993 as amended from time to time. The Purpose of the Disclosure 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 us as Portfolio Manager. The Disclosure Document contains the necessary information about the Portfolio Manager, required by an investor before investing and the investor is advised to retain the document for future reference. (iv) Detail of Principal Officer : Name : Nilesh Sathe Director & Chief Executive Officer Address : LIC Nomura MF Asset Management Company Ltd. Industrial Assurance Building 4 th floor, Opp. Churchgate Station Mumbai Contact No. : Tel No Fax No 2 Table of Contents: Sr. Page. Particulars No No 1 Disclaimer Clause 3 2 Definitions 3 3 Description 5 3(i) History, Present business & background of the Portfolio Manager 5 3(ii) Promoters of the Portfolio Manager, Directors and their background 5 3(iii) Top 10 group companies/firms of the Portfolio Manager on turnover basis 3(iv) Details of the Services offered 12 3(v) Minimum Investment Amount 13 4 Penalties and Pending litigations 13 5 Services offered by the Portfolio Manager 14 5(i) Investment objectives and Policies 14 5(ii) Types of Service/products offered 14 5(iii) Policies including the types of securities in which Portfolio Manager generally advise 5(iv) The Policies for investments in associates/group companies of the Portfolio Manager 16 6 Risk factors 16 7(i) Client Representation 22 7(ii) Disclosure in respect of transaction with related parties as per the standards specified by ICAI 22 8 Financial Performance of Asset Management Company 25 9 Performance of the Portfolio Manager for the last 3 years Nature of the expenses Tax benefits Accounting Policies Investor Services (i) Investor Relation Officer (ii) Grievance, redressal and dispute settlement mechanism 3 1. Disclaimer clause The particulars of this Disclosure Document have been prepared in accordance with the SEBI (Portfolio Managers) Regulations 1993 and filed with SEBI. This Disclosure Document has neither been approved nor disapproved by SEBI nor has SEBI certified the accuracy or adequacy of the contents of the Document. Highlights: LIC Nomura Mutual Fund Asset Management Company Ltd. (LIC Nomura MF AMC Ltd.), the AMC, renewed the license from SEBI for offering Portfolio Management Services effective from 01 st May 2012 to 30 th April The Portfolio Management Services are being offered by LIC Nomura MF AMC Ltd. Investors under the Portfolio Management are not being offered any guaranteed returns. 2. Definitions: In this Disclosure Document, the following words and expressions shall have the meaning specified herein, unless the context otherwise requires: Asset Management Company or AMC or Portfolio Manager or Company AUM Portfolio Discretionary Portfolio Management Services Advisory Portfolio Management Services Non-discretionary Portfolio Management Services LIC Nomura Mutual Fund Asset Management Company Limited. (LIC Nomura MF AMC Ltd.) Incorporated under the Companies Act, 1956 and registered with SEBI to act as a Portfolio Manager in terms of SEBI (Portfolio Managers) Regulations, 1993 vide Registration No.INP dated April 18, Portfolio Manager means LIC Nomura MF AMC Ltd. who pursuant to a contract or arrangement with a client, advises or directs or undertakes on behalf of the client (whether as a discretionary portfolio Manager or otherwise) the management or administration of a portfolio of security or the funds of the client as the case may be. Asset Under Management Portfolio means the total holdings of securities belonging to any person/investor. Discretionary Portfolio Management Services means a Portfolio Management Services provided by the Portfolio Manager exercising its sole and absolute discretion to invest in respect of the Client s account in any type of security as per an Agreement relating to portfolio management and to ensure that all benefits accrue to the Client s Portfolio, for an agreed fee structure and for a definite period as described, entirely at the Client s risk. It shall be in the nature of investment advisory and shall include the responsibility of advising on the portfolio strategy (asset allocation) and investment and disinvestment of individual securities on the clients portfolio Non discretionary Portfolio Management Services mean a Portfolio Management Services, under which the portfolio Manager, subject to express prior instructions issued by the Client from time to time in writing, for an agreed fee structure 4 and for a definite described period, invests in respect of the Client s account in any type of security entirely at the Client s risk and to ensure that all benefits accrue to the Client s Portfolio. Investment Amount NRI Disclosure Document RBI SEBI Securities The Regulations The money or securities accepted by the Portfolio Manager from the Client in respect of which the portfolio management services are to be rendered by the Portfolio Manager. Non-Resident Indian This document issued by LIC Nomura MF AMC Ltd. for offering portfolio management services, prepared in terms of Schedule V of the SEBI (Portfolio Managers) Amendment Regulations, Reserve Bank of India, established under Reserve Bank of India Act, 1934, as amended from time to time. Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992, as amended from time to time. Securities and Exchange Board of India established under Securities includes such securities as defined under the Securities Contracts (Regulation) Act, 1956 but the same shall not be limited to shares, stocks, bonds government (central, state, municipal or provincial) securities, warrants, options, futures, foreign currency, commitments, hedges, swaps or netting off, derivatives of all kinds, convertible and/or non convertible debentures, fixed and/or variable return investments, equity linked instruments, negotiable instruments including usance bills of exchange, deposits or other money market instruments, commercial paper, certificates of deposit, units of Unit Trust of India and Units or other instrument issued by any Mutual Funds, mortgage backed or other asset backed Securities issued by any institution and/or body corporate and/or corporation and/or trust, cumulative convertible preference shares issued by any incorporated company or body and Securities by whatever name called issued by any Government, Central or State for the purpose of raising pub loan as defined under the Pub Debt Act, 1944., Relief Bonds, Savings Bonds or any other capital or money market instruments that may be issued by any company/ corporation/ firm/ institution/ trust/ Government/ Municipality or the Reserve Bank of India, 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 evidence or representing rights or interest therein and any other instruments or investments as may be permitted by applicable law from time to time. Securities and Exchange Board of India (Portfolio Managers) Rules and Regulations, 1993 as amended from time to time. 5 The Agreement The agreement executed between the Portfolio Manager and its clients in terms of Regulation 14 of SEBI (Portfolio Managers) Regulations, 1993 and Amendment Regulations, 2002 issued by the Securities And Exchange Board of India. 3. DESCRIPTION i. History, Present Business and Background of the Portfolio Manager LIC Nomura Mutual Fund Asset Management Company Ltd. is registered with SEBI as Portfolio Manager under Securities and Exchange Board of India (Portfolio Managers) Regulations, LIC Nomura Mutual Fund AMC Ltd., the Investment Managers to LIC Nomura Mutual Fund manages over Rs crores as on 30/09/2014. ii. Promoters of the Portfolio Manager, Directors and their background: (a) Promoters: Life Insurance Corporation of India set up LIC Mutual Fund in June LIC Mutual Fund was constituted as a Trust in accordance with the provisions of Indian Trust Act LIC Mutual Fund consists of LIC Mutual Fund Trustee Company Pvt. Ltd. and LIC Mutual Fund Asset Management Co. Ltd., which is the Investment Manager to LIC Mutual Fund. LIC of India came into being on 1 st September 1956 as an amalgamated entity after the nationalisation of 245 insurance companies. It has completed more than 50 years of existence and has achieved several milestones to transform itself into a global financial conglomerate. LIC Mutual Fund Asset Management Company Ltd. entered joint venture with Japan s leading financial services conglomerate Nomura on 18/01/2011. Registrars of Companies has issued fresh Certificate of Incorporation incorporating new name w.e.f. 15/02/2011. Thus, LICMF AMC Ltd. has become LIC Nomura Mutual Fund Asset Management Company Ltd. LIC Nomura MF AMC Ltd. has an authorised capital of Rs.25 crs and issued paid up capital of Rs.11 crs. The share holding pattern of LIC Nomura MF AMC Ltd. is as below: - LIC of India 45% LIC Housing Finance Ltd. 20% Nomura Asset Management Strategic Investment Pte Ltd. 35% The Life Insurance Corporation of India, founded in 1956, is the largest life insurance company in India and also the country's largest investor. It is fully owned by the Government of India. LIC of India has total assets of Rs crores as on Headquartered in Mumbai, which is considered the financial capital of India, the Life Insurance Corporation of India currently has 8 Zonal Offices, 113 Divisional Offices and 2048 Branches located in different cities and towns of India along with satellite offices, and has a network of around agents for soliciting life insurance business from the public. LIC of India happens to be the largest player in the Indian life insurance market, with the lion's share of 72.86% in First Years Premium and 76.04% in No of Policies. Over its existence of around 50 years, Life Insurance Corporation of India, created huge surpluses, and contributes to India's GDP. It also operates in 12 other countries including Mauritius, Fiji, UK, Nepal, Sri Lanka and many Gulf countries. LIC Housing Finance Ltd is one of the largest Housing Finance Company in India. Incorporated on 19th June 1989 under the Companies Act, 1956, the company was promoted by LIC of India and went public in the year The Company launched its maiden GDR issue in The Authorized Capital of the Company is Rs. Rs.150 Crores and its paid up Capital is Rs Crores as on 30/09/2014. The Company is recognized by National Housing Bank and listed on the National Stock Exchange (NSE) & Bombay Stock Exchange Limited (BSE) and its shares are traded only in Demat format. The GDR's are listed on the Luxembourg Stock Exchange. The main objective of the Company is providing long term finance to individuals for purchase / construction / repair and renovation of new / existing flats / houses. The Company also provides finance on existing property for business / personal needs and gives loans to professionals for purchase / construction of Clinics / Nursing Homes / Diagnostic Centres / Office Space and also for purchase of equipments. Nomura Asset Management Strategic Investments Pte. Ltd. (the Company ) is a wholly-owned subsidiary to Nomura Asset Management Co., Ltd. ( NAM ), a Tokyo-based investment advisor with the total assets under management over 34 trillion Japanese Yen as of 30 th September The Company was incorporated pursuant to the Companies Act of Singapore in June 2009 solely for the purpose of acquiring and making a strategic investment in the registrants, LIC Nomura Mutual Fund Trustee Company Private Limited and LIC Nomura Mutual Fund Asset Management Co. Ltd. NAM and its subsidiaries comprise a global asset management arm to Nomura Holdings Inc., a global financial conglomerate listed on Tokyo and New York stock exchanges. (b) Directors & their Background: Following is the list of Board of Directors and their Background as on 31/10/2014. PROFILE OF DIRECTORS OF LIC NOMURA MUTUAL FUND ASSET MANAGEMENT COMPANY LTD. 31 ST OCTOBER 2014 SR. NAME OF DIRECTOR / QUALIFICATIO EXPERIENCE NO ID N 1. SHRI SURYA KUMAR ROY (Chairman) MA, LLM, PHD Post Graduate and doctorate, Mr Roy, in an illustrious career in LIC, has occupied several pivotal positions in the Corporation.Prior to taking charge as Managing Director, Shri Roy was posted as Executive Director (International Operations) at Mumbai to lead the Corporation s Overseas Thrust. Currently, 7 2. SHRI JAYANT GOKHALE F.C.A., L.L.B. Chairman of Life Insurance Corporation of India and Director in associate Companies of LIC including LIC Nomura Mutual Fund Asset Management Co. Ltd. Elected member of Central Council of the Institute of Chartered Accountants from and has held following positions:- Chairman Expert Advisory Committee, Chairman of Direct Taxes Committee, Chairman of Accounting Standards for Local Bodies, Vice Chairman of Accounting Standards Board & member of ASB, Vice Chairman of Auditing & Assurance Standards Board & member of AASB, Joint Secretary of the Chamber of Income Tax Consultants & member of its Managing Committee, Member of the Quality Review Board constituted by Ministry of Corporate Affairs - Government of India, Chairman - Committee on Government Accounting, Chairman - Study Group of ICAI for Reforms in the Reporting process for Members of Parliament regarding utilization of MPLAD funds, Member of the Committee set up by the Accounting Standards Board to lay down Roadmap for Convergence of Indian AS with IFRS, Chairman of the Committee to study impact on Tax of IFRS convergence, Chairman Commercial & Economic Laws & WTO Committee of ICAI, Chaired the Study Group of The Council in 2003 that initiated Networking of Firms Known as The Gokhale Committee Report, Director - Accounting Research Foundation a Research oriented 8 Sec. 25 Company, Chairman ( ), Secretary ( )& Member of the Western India Regional Council of the Institute of Chartered Accountant of India. Also Authored two widely read publications namely, Accounting Standards Notified under the Income Tax Act - A Practical Guide and Tax Deduction at Source. Appointed by Government of India as Member of Different Committees Faculty for, C& AGs - Indian Audit & Accounts Service Academy at Shimla, Regional Training Institute of Comptroller & Auditor General of India, National Academy of Direct Taxes (NADT) & Regional Training Institute (RTI) of Income Tax Dept. M o Finance, Government of India, Training Conducted by INGAF (Institute for Government Accounts & Finance) a Training Institute of Ministry of Finance, Government of India, YASHADA - Training Institute for Government of Maharashtra for training Chief Executive Officers on Government Accounting, Visiting Faculty for post-graduate students at Jamnalal Bajaj Institute of Management Studies; both affiliated to University of Bombay, Senior officials of The Government of Maharashtra, The Government of Rajasthan, Mahanagar Telephone Nigam Ltd., Punjab National Bank, Steel Authority of India, and other PSUs and Private Sector Corporates, Invited as Speaker at various Public Fora including Loksatta Group, University of Mumbai Faculty training courses etc. And also Partner of M/s Gokhale & Sathe. 3. SHRI S K MITRA M.Sc (Mathematics), Master of 1. Bank Of India Set up the Merchant Banking Department in Dealt with Capital Market, 9 Management Science, USA Banking and Institutional lenders. 2. Standard Chartered Bank - Set up the Merchant Banking Department in Dealt with Capital Market, Banking and Institutional lenders, including overseas players. 3. American Express Bank - ( ) As Country Head, Investment & Corporate Banking dealt extensively with wide range of banking and capital market activities. 4. As Managing Director, GIC Asset Management Company was one of the early successful players in the asset management industry. Was pioneer in tying up joint venture and setting up offshore fund. 5. As the Group Director, Financial Services, Aditya Birla Group, ( ), set up the very successful asset management company, ran it personally at various stages. 4. SMT SUNITA SHARMA MSC Experience in LIC of India and LIC Housing Finance Ltd:- Secreatry (P & IR), Northern Zonal Office - From May May 2004 LICHFL Regional Manager (Mktg. & Administration) Incharge of Northern Zone, from May 2004 to May 2005 Chief (Personnel) All Personnel Matters of LIC of India - from May 2005 to May 2007 Regional Manager (Estate and Office Services), NZO - from May 2007 to June 2009 Executive Director (P & GS), Central Office, from June 2009 to April 2013 ADDL. Executive Director (Investment- Research & Risk Management Activities) from April 2013 to June 2013 Executive Director (Investment- Research & Risk Management Activities) from June 2013 to November 2013 10 Presently Managing Director and CEO in LIC Housing Finance ltd w.ef. 05/11/ SHRI TAKASHI SARUTA SHRI HAJIME KUROZU Bachelor Degree in Commerce from Keio University Bachelor of Business Administration, Meiji University, CMA (Chartered Member of the Securities Analysts Association of Japan The Sumitomo Trust and Banking Co. Ltd Chief Investment Officer of Asset Management Department from October 2000 to May The Sumitomo Trust and Banking Co. Ltd Deputy General Manager of Asset Management Department from June 2003 to May The Sumitomo Trust and Banking Co. Ltd Deputy General Manager of Asset Management Planning Department from June 2004 to October Nomura Asset Management Co. Ltd. Tokyo, Japan Senior Manager of Institutional Clients Service Dept. from Nov 2004 to Mar 2005 Nomura Asset Management Co. Ltd. Tokyo, Japan Managing Director of Institutional Business Planning Dept. from April 2005 to Nov Nomura Asset Management Singapore Ltd (Singapore) Managing Director from Dec 2007 to Mar 2010 Nomura Asset Management C0. Ltd. Tokyo, Japan Senior Managing Director from April 2010 to Mar 2013 Presently Senior Corporate Managing Director in Nomura Asset Management Co. Ltd Supervising asset management business involved globally by Nomura Asset Management Co. Ltd. Head of Automobile & Machinery Industry Investment Banking Dept 1, Nomura Securities Co. Ltd. Tokya, Japan from April 2000 March 2003 Managing Director of Investment Banking Dept 1, Nomura Securities Co. Ltd., Tokyo, Japan From April 2003 July 2006 11 7. SHRI SATISH K KAMATH B.Com, Chartered Accountant Managing Director of Osaka Investment Banking Dept. 1, Nomura Securities Co. Ltd. Osaka, Japan - From Aug 2006 to Sept 2007 Chief Account Manager of Investment Solution Dept., Nomura Asset Management Co., Ltd., Tokyo, Japan - From Oct 2007 March 2009 Managing Director of Business Development Dept, Nomura Asset Management Co., Ltd., Tokyo, Japan - From April 2009 to Dec 2010 Managing Director of Executive Administration, Nomura Structured Finance Services Pvt. Ltd., Mumbai, India - From Jan 2011 Jan 2012 Head of Corporate Planning and Strategy, LIC Nomura Asset Management Co. Ltd., Mumbai From Feb 2012 to Oct 2012 Presently, Managing Director, Nomura Services India Private Ltd. Corporate Treasurer, Glaxo India Limited Mumbai from Oct 1988 to June 1995 Executive Vice President (Finance), Fujitsu ICIM Limited Mumbai from June 1995 to Aug 1996 Finance Director, Cargill India New Delhi from Aug 1996 to Aug 1999 Presently Senior General Manager, Mahindra & Mahindra Mumbai from Sep 1999 till date 8. PROF. MARTI G SUBRAHMANYAM B-
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