Disclosure

Swyom India Opportunities Fund by Swyom Advisors Limited

As required under Regulation 22 of the Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020

Declaration:

  1. The Disclosure Document (hereinafter referred as the “Document”) has been filed with Securities and Exchange Board of India (“SEBI”) along with the certificate in the prescribed format in terms of Regulation 22 of the SEBI (Portfolio Managers) Regulations, 2020 (“Regulations”).
  2. The purpose of the Document is to provide essential information about the portfolio services in a manner to assist and enable the Accredited investors (AI) in making informed decision for engaging “Swyom Advisors Limited” (hereinafter referred as the “Portfolio Manager”) as the portfolio manager.
  3. The Document contains the necessary information about the Portfolio Manager required by an Accredited investor (AI) before investing, and the Accredited investor (AI) may also be advised to retain the Document for future reference.
  4. The name, phone number, e-mail address of the principal officer as designated by the Portfolio Manager along with the address of the Portfolio Manager is as follows:
Principal OfficerPortfolio Manager
Name : Mr. Purves ChaudhariSwyom Advisors Limited
Phone : +91 9619000900Registered Address: 11 A, M.D Road, 2nd Floor Room No 1, Kolkata- 700007.
E-Mail : operations.pms@swyom.comCorrespondent Address: Office No. B-912, Kanakia Wall Streetchakala Junction Andheri (East), Mumbai – 400 093

Index:

1 Disclaimer 3
2 Definitions 3
Definitions 6
3 Description 6
4 Penalties, pending litigation or proceedings, findings of inspection or investigations for which action may have been taken or initiated by any regulatory authority 10
5 Services Offered 10
6 Risk factors 12
7 Client Representation 19
8 The Financial Performance of Portfolio Manager (based on audited financial statements) 17
9 Performance of the Portfolio Manager 20
10 Audit Observations for preceeding three years 21
11 Nature of expenses 21
12 Taxation 22
13 Accounting policies 41
14 Investors services 42
15 General 44
Annexure I 49
FORM C 52

Contents

Disclaimer

  1. Particulars of this Document have been prepared in accordance with the Regulations as amended till date and filed with SEBI.
  2. 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 Document, the following words and expressions shall have the meaning specified herein, unless the context otherwise requires:

  1. Agreement: means the portfolio management services agreement entered between the Portfolio Manager and the Client/Investor, as amended, modified, supplemented or restated from time to time together with all annexures, schedules and exhibits, if any.
  2. Applicable Laws: means any applicable Indian statute, law, ordinance, regulation including the Regulations, rule, order, bye-law, administrative interpretation, writ, injunction, directive, judgment or decree or other instrument which has a force of law in India, as is in force from time to time.
  3. Accreditation agency: means a subsidiary of a recognized stock exchange or a subsidiary of a depository or any other entity as may be specified by the SEBI Board from time to time
  4. Accredited investor: means any person who is granted a certificate of accreditation by an accreditation agency who,
    1. In case of an individual, Hindu Undivided Family, family trust or sole proprietorship has:(A) Annual income of at least Rupees Two Crore; or(B) Net worth of at least Rupees Seven Crore Fifty Lakh , out of which not less than Rupees Three Crores Seventy Five Lakh is in the form of financial assets; or(C) Annual income of at least Rupees One Crore and minimum net worth of Rupees Five Crore, out of which not less than Rupees Two Crore Fifty Lakh is in the form of financial assets.
    2. In case of a body corporate, has net worth of at least Rupees Fifty Crore;
    3. In case of a trust other than family trust, has net worth of at least Rupees Fifty Crore;
    4. In case of a partnership firm set up under the Indian Partnership Act, 1932, each partner independently meets the eligibility criteria for accreditation: 
    5. Joint Accounts held by individuals to be considered as Accredited Investor accounts, if: (i) The Joint holders are parent(s) & child(ren), and at least one member is independently fulfilling the eligibility criteria for Accredited Investor, or (ii) The Joint holders are spouses, and their combined income/ net worth meets eligibility criteria. 
    6. Central Government and the State Governments, developmental agencies set up under the aegis of the Central Government or the State Governments, funds set up by the Central Government or the State Governments, qualified institutional buyers as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, Category I foreign portfolio investors, sovereign wealth funds and multilateral Agencies (e.g. Asian Development Bank, New Development Bank, International Monetary Fund, World Bank, International Finance Corporation, etc.) etc. shall be deemed Accredited Investors.
  5. Capital Contribution: means the sum of money or Securities or combination thereof, contributed by the Client for investments in accordance with the terms of the Agreement from time to time during the Term.
  6. Chartered Accountant: means a Chartered Accountant as defined in clause (b) of sub- section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) and who has obtained a certificate of practice under sub-section (1) of section 6 of that Act.
  7. Client / Investor / Accredited Investor: means such person(s) whose money or portfolio is advised or directed or managed by Portfolio Manager and is specified in Schedule I of the Agreement.
  8. Custodian: means one or more custodian appointed by the Portfolio Manager, from time to time, for maintaining custody of funds and/or Securities of the Client.
  9. Disclosure Document or Document: means this document filed by the Portfolio Manager with SEBI and issued to the Client as required under the Regulations and as may be amended by the Portfolio Manager from time to time.
  10. Distributor: means a Person empaneled by the Portfolio Manager which refers clients to the Portfolio Manager in lieu of commission/charges.
  11. Eligible Investor: means individuals, company, body corporate, partnership firm, association of persons, limited liability partnership, trust, hindu undivided family and such other persons who have been accredited by the Accreditation Agencies and having the valid Accreditation Certificate from the said agencies.
  12. Exit Load: means the withdrawal charge/s payable to the Portfolio Manager in accordance with the terms of the Agreement and this Document.
  13. High value accredited investor: means an accredited investor who has entered into an agreement with the portfolio manager for a minimum investment amount of Rupees Ten Crore.
  14. Investment Approach: is a broad outlay of the type of securities and permissible instruments to be invested in by the Portfolio Manager for the Client, taking into account factors specific to Clients and securities and includes any of the current investment approach or such investment approach that may be introduced by the Portfolio Manager, from time to time.
  15. Management Fee: means the management fee payable to the Portfolio Manager in accordance with the terms of the Agreement and this Document.
  16. Performance Fee: means the performance-linked fee payable to the Portfolio Manager in accordance with the terms of the Agreement and this Document.
  17. Portfolio or Client Portfolio: means the total holdings of Securities and goods belonging to the Client in accordance with the Agreement.
  18. Portfolio Entity means companies, enterprises, bodies corporate, or any other entities in the Securities of which the monies from the Client Portfolio are invested subject to Applicable Laws.
  19. Portfolio Investments: means investments in Securities of one or more Portfolio Entity/ies made by the Portfolio Manager on behalf of the Client under the PMS from time to time.
  20. Portfolio Manager: means Swyom Advisors Limited, a public company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 11 A, M.D Road, 2nd Floor Room No 1, Kolkata- 700007 India, which pursuant to a contract or arrangement with a Client/Investor, advises or directs or undertakes on behalf of the Client/Investor (whether as a discretionary Portfolio Manager or otherwise) the management or administration of a portfolio of securities or the funds of the Client/Investor, as the case may be.
  21. Principal Officer: means an employee of the Portfolio Manager who has been designated as such by the Portfolio Manager and is responsible for:
    1. the decisions made by the Portfolio Manager for the management or administration of Portfolio of Securities or the funds of the Client, as the case may be; and
    2. all other operations of the Portfolio Manager.
  22. PMS: means the portfolio management services provided by the Portfolio Manager in accordance with the terms and conditions set out in the Agreement, this Document and subject to Applicable Laws.
  23. PML Laws: means the Prevention of Money Laundering Act, 2002, Prevention of Money-laundering (Maintenance of Records) Rules, 2005, the guidelines/circulars issued by SEBI thereto as amended and modified from time to time.
  24. Regulations: means the SEBI (Portfolio Managers) Regulations, 2020 as amended and modified from time to time and including any circulars/notifications issued pursuant thereto.
  25. Securities: shall mean and include securities listed or traded on a recognized stock exchange, money market instruments, units of mutual funds or other securities as specified by SEBI from time to time.
  26. SEBI shall mean the Securities and Exchange Board of India established under sub- section (1) of Section 3 of the Securities and Exchange Board of India Act, 1992.
  27. Term: means the term of the Agreement as reflected in the respective Agreement entered with the Client by the Portfolio Manager.
Any term used in this Document but not defined herein (but defined in the Regulations) shall have the same meaning as assigned to them in the Regulations.

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