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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 : portfolio@guinessonline.net

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

®

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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

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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)

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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)

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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 : portfolio@guinessonline.net

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

®

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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.

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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

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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.

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GUINESS PORTFOLIO MANAGEMENT SERVICES PVT. LTD.

(“Portfolio Manager”)

A N D

Mr. / Ms. / Messrs.

(“Client”)

DISCRETIONARY PORTFOLIO MANAGEMENT AGREEMENT

DATED THIS ( ) DAY OF ( ), 200

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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.

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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.

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(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 — —

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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.

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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.

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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.

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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

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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.

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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 -------------------------------------------------------------------------

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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.

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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.

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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.

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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).

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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.

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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 -------------------------------------------------------------------------