INVESTMENT ADVISORY AGREEMENT

 

This Agreement (“Agreement”) made this  day of                                     (“Effective Date”) Between

Mr./Ms./Messer. ________________________________________________________________

Resident of / having its registered office at / having its principal place of business at ____________

______________________________________________________________________________

(hereinafter referred to as the ‘Client’ which expression shall include, unless it be repugnant to or inconsistent with the subject or context thereof, his/her/its successors, legal heirs, administrators and executors) of the ONE PART

AND

BASANT ADVISORS [Proprietor: Sakshi Gaurav Jalan], and having its Registered Office at 605, Unique Tower, Off S. V. Road, Goregaon West, Mumbai – 400 104, Maharashtra, India (hereinafter referred to as ‘Basant Advisors’ or the ‘Investment Adviser (IA)’ which expression shall unless repugnant to the context or meaning thereof include its successors and assigns) of the SECOND PART.

 

1.   Appointment of the Investment Adviser: In accordance with the applicable laws, client hereby appoints, entirely at his / her / its risk, the Investment Adviser to provide the required services in accordance with the terms and conditions of the agreement as mandated under Regulation 19(1)(d) of the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

2.   Consent Form

I/We, _____________________________, the Client hereby declare that:

I/We have read and understood the terms and conditions of Investment Advisory Services provided by the Investment Adviser along with the fee structure and mechanism for charging and payment of fees.

 

Based on my/our written request to the Investment Adviser, an opportunity was provided by the Investment Adviser to ask questions and interact with ‘person(s) associated with the Investment advice’

 

Ø  Client Signature: _____________________________________

 

3.   DECLARATION

 

It is hereby declared that:

 

3.1.   Basant Advisors shall neither render any investment advice nor charge any fee until the Client has signed this agreement.

 

3.2.   Basant Advisors shall not manage funds and securities on behalf of the Client and that it shall only receive such sums of monies from the Client as are necessary to discharge the Client’ liability towards fees owed to the Basant Advisors.

 

3.3.   Basant Advisors shall not, in the course of performing its services to the Client, hold out any investment advice implying any assured, minimum, target returns or percentage accuracy or service provision till achievement of target return or any other nomenclature that gives the impression to the Client that the investment advice is risk-free and/or susceptible to market risks and or that it can generate returns with any level of assurance.

4.   FEE SCHEDULE:

 

4.1.   REGULATION 15 A OF THE SEBI INVESTMENT ADVISOR REGULATIONS

         

As per Regulation 15 A of the Investment Adviser Regulations:

“Provides that Investment Advisers shall be entitled to charge fees from a Client in the manner as specified by SEBI, accordingly Investment Advisers shall charge fees from the Client in either of the two modes:

 

(A)   Assets under Advice (AUA) mode

a.       The maximum fees that may be charged under this mode shall not exceed 2.5 percent of AUA per annum per Client across all services offered by Investment Adviser.

b.       Investment Adviser shall be required to demonstrate AUA with supporting documents like demat statements, unit statements etc. of the Client.

c.       Any portion of AUA held by the Client under any pre-existing distribution arrangement with any entity shall be deducted from AUA for the purpose of charging fee by the Investment Adviser.

 

(B)   Fixed fee mode

The maximum fees that may be charged under this mode shall not exceed INR 1,51,000 per annum per Client across all services offered by Investment adviser.

General conditions under both modes

a.       In case “family of Client” is reckoned as a single Client, the fee as referred above shall be charged per “family of Client”.

b.       Investment Adviser shall charge fees from a Client under any one mode i.e. (A) or (B) on an annual basis. IAs have been allowed to change the fee mode for a client anytime, without restriction on the minimum period between two mode changes.

c.       If agreed by the Client, IA may charge fees in advance. However, such advance shall not exceed fees for 2 quarters.

d.       In the event of pre-mature termination of the Investment adviser services in terms of agreement, the Client shall be refunded the fees for unexpired period. However, Investment adviser may retain a maximum breakage fee of not greater than one quarter fee.”

 

Where Family of client is defined in Regulation 2(gb) as:

“family of client” shall include individual client, dependent spouse, dependent children and dependent parents”

4.2.   Basant Advisors shall charge fees from the Client in Assets under Advice (AUA) mode as per the ‘Annexure -2’.

 

5.   TERMS OF FEES AND BILLING:

   As per Investment Adviser Regulations, Client hereby undertake that, Client shall provide the original supporting documents like demat statements, unit statements, contract notes etc. of the transactions done based on recommendations received from Basant Advisors and agree to register the same on Basant Advisors IT system as records of the transactions.

 

5.1.   Client confirms that it is not dependent on its family members to enter into present Agreement and further confirms that the investment, if any to be made by the Client pursuant to execution of this Agreement will be from its independent financial sources and not that of its family members. Client confirms, undertakes and agrees to be charged fee as an independent Client and not within Family of Client.

 

5.2.   Regulation 15 A of the amended Investment Advisory Regulations provide that Investment Adviser shall be entitled to charge fees for providing investment advice from Client in the manner as specified by SEBI, accordingly with effect from April 1, 2021.

 

5.3.   The specific details about the mode of payment and period in which payment shall be due, including the fee structure are as per ‘Annexure-2’.

 

5.4.   The Client agrees that the payment of fees shall be through a mode which shows traceability of funds. Such modes may include account payee crossed cheque/ Demand Drafts or by way of direct credit to the bank accounts through NEFT/ RTGS/ IMPS/ UPI or any other mode specified by SEBI from time to time. However, the fees shall not be accepted in cash.

 

5.5.   If Client opts to use E-NACH/E-Mandate for making fee payments for handling recurring payments on Basant Advisors’ discretion, The Client hereby agrees to acknowledge the engagement and appointment of such National Automated Clearing House (“NACH”) service providers by the Basant Advisors at such remuneration / fees as agreed between the Basant Advisors and the NACH service provider in writing from time to time, under the Applicable Laws. It is expressly agreed by the Client that, the Basant Advisors shall provide to the NACH service providers the Client’ bank account details for verification and the Client agrees to provide the required consents for fund transfer (credit) to the Client account by the NACH service providers and provide such other details and co-operation as may be required to avail the services of NACH service providers from time to time.

6.   SCOPE OF SERVICE:

 

6.1.   Basant Advisors is duly registered with the Securities and Exchange Board of India (hereinafter referred to as “SEBI”) under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013 (Referred to as “said Regulations” or “Investment Adviser Regulations”) via Registration No. INA000020581; Basant Advisors is engaged in providing Investment Advisory services to its Client in securities, mutual fund schemes, bonds, fixed income securities and such other financial investments as are permissible. By signing this document, the Client has agreed to avail of the advisory services of Basant Advisors, which are non-discretionary in nature, i.e. not binding on the Client. Advice will be provided to the Client, and the final decision of executing/acting on that advice lies with the Client. The said activities shall be subject to the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

 

6.2.   The Client represents that he/she/it is eligible to enter into this Agreement. The Client having agreed to avail of the services shall be deemed to have satisfied itself with regard to eligibility of Basant Advisors in this respect. The Client may cause its duly constituted attorney(s) to represent the Client under this Agreement.

 

6.3.   Basant Advisors and the Client hereby record their mutual understanding and their common intention in the manner as hereinafter provided.

 

6.4.   The client also agrees that henceforth, as of the date of this agreement, that Basant Advisors shall not give advisory client any products under distribution mode. Any past investments made under distribution mode, will remain as is and are not in conflict with this agreement.

 

 

7.   FUNCTIONS / DUTIES OF THE INVESTMENT ADVISER:

 

Basant Advisors declares at the time of signing of this Agreement, the functions / operations / objective / agreements / activities of Basant Advisors are compliant with the Investment Adviser Regulations and the amendments, rules, circulars, and notifications issued thereof. Basant Advisors reserves the right to amend/modify/substitute any clause in this agreement, with prior intimation to the Client, or modify its functions / operations / objective / activities to continue to comply with the provisions of Investment Adviser Regulations and the amendments, rules, circulars, and notifications thereof, issued from time to time, as and when applicable and further declares:

 

7.1.   That the Principal Officer and all persons associated with providing investment advice of Basant Advisors are in continuous compliance with the eligibility criteria as specified under the Investment Adviser Regulations.

 

7.2.   That Basant Advisors has a detailed and meticulous process of interviewing and documenting each Client’ risk profile. The investment advisory services provided to each Client is fine-tuned and personalized to suit the risk capacity and risk aversion of each Client. This is done to ensure that the advice meted out to the Client is commensurate with his/her/it’s risk profile in compliance with the Investment Advisory Regulations.

 

7.3.   That Basant Advisors provides reports to Client on potential and current investments in such frequencies and formats as required by Client and/ SEBI from time to time.

 

7.4.   That Basant Advisors maintains all relevant records i.e. Client-wise KYC, risk assessment, analysis reports of investment advice and suitability, terms and conditions document, related books of accounts and a register containing list of Client along with dated investment advice and its rationale in compliance with the are maintained as per Investment Advisory Regulations.

 

7.5.   That Basant Advisors ensures annual audit in respect of compliance with the Investment Advisory Regulations, as amended thereof.

 

7.6.   That Basant Advisors and its’ employees shall abide by the Code of Conduct as specified in the Third Schedule of the Investment Advisory Regulations. That Basant Advisors shall act in fiduciary capacity towards client at all times.

 

7.7.   Basant Advisors shall advise to invest such capital, after seeking the necessary disclosures and clarifications from the Client, as required under the Prevention of Money-Laundering Act, 2002. The Client hereby represents and warrants that all such disclosures and clarifications given by it are true and complete in all respects. The Client shall indemnify Basant Advisors from any claims, proceedings or any losses caused as a consequence of any misrepresentation, incompleteness, inaccuracy or error in such disclosures and clarifications.

 

7.8.   Basant Advisors shall exercise due care and diligence in rendering service to prevent as far as possible a loss of capital under this Agreement. However, it is understood that investment advice is made on an evaluation basis and there can be no assurance with regard to returns or even preservation of capital.

 

7.9.   Basant Advisors will make best efforts to safeguard the Client’ interests with regard to dealings with capital market intermediaries such as brokers, depositories etc. Any contract or understanding arrived at by Basant Advisors with any such intermediary shall be strictly for the benefit of the Client, and Basant Advisors shall not be responsible or liable for the due performance of the contract or understanding by the intermediaries.

 

8.   INVESTMENT OBJECTIVES AND GUIDELINES:

8.1.   Types of securities in which investment advice would be provided : Long term equity investment focused on investing in companies with high growth and strong balance sheet. Basant Advisors team looks for companies which have economic moats, and/or display potential to develop strong competitive advantages over time, Companies that operate in industries that are potentially high growth and/or going through a transformation to be high-growth in the long-run. Management of companies which are ethical and sound. Valuations which are reasonable or fair, taking growth into perspective, however, we do not mind paying a premium for quality stocks. By signing this agreement, Client accept this investment philosophy and objective as primary to their portfolio as well.

 

8.2.   Basant Advisors undertakes to recommend direct implementation of advice i.e. through direct implementation of advice i.e. though direct schemes/direct codes and that of third-party products recommended if any, and other Client specifications / restrictions on investments, if any. (Please see Clause 20 – Related Parties)

 

8.3.   Financial plan would be based on the risk profiling conducted for the Client, time period for deployment of funds and other relevant factors.

 

8.4.   Consultation regarding tax related aspects pertaining to investment advice and if applicable on the fees payable to Basant Advisors.

 

8.5.   In pursuance of the objective of this Agreement, which is to provide the Client with a structure that the Client aims to achieve including preservation and growth of the Client’ capital, Basant Advisors shall endeavor to apply its professional expertise and best efforts in order to help the Client achieve this object.

 

9.   INVESTMENT OF CAPITAL:

 

9.1.   In furtherance to the objective (Please see Clause 8), Basant Advisors shall advise to invest the Client’ funds primarily in securities of companies, Mutual Funds and bonds which shall be as per the terms of this agreement. The Client clearly understands that investment in securities entails a high degree of risk and that there is no assurance by Basant Advisors about returns thereon or even as regards preservation of capital (please see risk factors – Clause 12) The Client is therefore, investing through this Agreement, only such capital that can be entirely risked and places them for best advice.

 

9.2.   The Client shall be free to (i) bring in additional funds for advice purposes, over and above the initial investment done by him, or (ii) withdraw any cash or securities from the portfolio account, at any point of time by informing in writing to Basant Advisors.

 

9.3.   Basant Advisors shall at its discretion advice to invest capital of the Client in terms of this Agreement. The Client realizes that the investments of Basant Advisors and/or its other Client, officers, associates, brokers or custodian may be similar or dissimilar to holdings in the Client’ account and such investments may be made at different times and/or at different prices than investment by any of them.

 

9.4.   Subject to the fees charged by Basant Advisors, all variations in the value including capital appreciation, trading profits, dividends, rights and bonus on the securities of the Client’ funds would be to the account of and belong solely to the Client.

10.    DUTIES AND OBLIGATIONS OF THE CLIENT:

 

10.1.  The Client shall maintain utmost secrecy with regards to investments advised by Basant Advisors. In no case shall the Client replicate the investments made by the adviser for the benefit of others or for himself / herself / itself in other parallel accounts. By signing this Agreement, Client agrees not to replicate portfolio outside of money under advisement by advisor; and in another account. (Please see Clause 11 - Confidentiality)

 

10.2.  In the event of a change in any of the material facts or information that may affect the very foundation of this Agreement, Basant Advisors may seek advice or appropriate directions, where required, from competent authorities under applicable law with regards to the continuation of this Agreement and any other agreements entered with the Client which may be affected by the change. In addition to the above and more particularly where the Client is a partnership firm or a trust, the Client shall advise in writing of any change that may take place in the partnership firm/trust, and all present partners/trustees will be liable for any obligations which may be standing in the name of the firm/trust on the date of the receipt of such notice by Basant Advisors and until all such obligations have been fulfilled.

 

10.3.  The Client shall plan and pay any tax (long-term or short-term capital gains, income tax etc.) and other governmental liabilities that may arise as consequence of the portfolio transactions on its account. It should be clearly understood that tax considerations shall not be allowed to supersede investment decisions even though Basant Advisors recognizes the desirability of maximizing post tax returns.

 

10.4.  Basant Advisors is not responsible for tax compliance of its Client in any manner.

 

10.5.  Basant Advisors has undertaken know-your-customer (KYC) formalities. If there is any change in the information provided by the Client to Basant Advisors, the onus of updating the same lies with the Client. (Please see Clause 30.2 – KYC)

 

 

11.    CONFIDENTIALITY:

 

11.1.  Basant Advisors shall be responsible for maintenance of Client accounts and data as mandated under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013.

 

11.2.  Neither party hereto shall during the continuance of this Agreement or after its termination disclose to any person, firm, company or institution whatsoever (except with the authority of other party or except as required by the laws; or unless ordered to do so by a court of competent jurisdiction on any relevant regulatory authority) any information relating to the business, investments, finances or other matters of a confidential nature of any other party of which it may in the courses of its duties hereunder or otherwise become possessed and each party shall use all reasonable endeavors to prevent any such disclosure as aforesaid. For the purpose of this Agreement, “Confidential Information” of Basant Advisors means data and information which is confidential and proprietary in nature, including but not limited to information and data which may or may not be owned or controlled by Basant Advisors and not generally known to the public, information concerning such as technical information on Investments, Research, Concepts, Data Analysis, Computer Programs, Algorithms, Software, Reports, Processes, Specifications, Instructions, Customer List, Financial Information, Business Plans, Costs, Pricing Information, and all other concepts or ideas involving or reasonably related to the business or prospective business of Employer, information related to Proprietary Information, products, plan, proprietary technology, design rights, commercial secrets, confidential market information, customers, assets, affairs, Intellectual Property or other Business related information of Basant Advisors or its Affiliates and/or pertaining to any third parties with which Basant Advisors and/or Affiliates have relationships, and disclosed to or obtained by Client or to which Client has access during the Term of this Agreement or any time after or that is generated by or utilized in the operations of Basant Advisors and/or its Affiliates and whether produced or reproduced in graphic, written, electronic, or machine readable form or any media or orally and whether or not the information is expressly stated to be confidential or marketed as such and includes, but is not limited to information of value of significance to Basant Advisors and/or its Affiliates and/or its Competitors (present or potential).

 

12.    RISK FACTORS

 

12.1.  Equity instruments by nature are volatile and prone to price fluctuations on a daily basis due to several macro and micro factors affecting the stock market. Trading volumes, settlement periods and transfer procedures may restrict the liquidity of these investments. This may have adverse impact on individual securities /sector and consequently on the portfolio. Investments in equity shares and equity related instruments involve a higher degree of risk and investors should not invest in these securities unless they can afford to take the risks.

 

12.2.  Investments in derivative instruments are subject to high levels of risk. Use of derivative instruments is made to enhance the portfolio returns, but there can be greater levels of loss to the portfolio as a result of investment in derivative instruments. To the extent that Basant Advisors advises the Client to invest in fixed income securities, the value of the portfolio shall be affected by changes in the general level of interest rates. Debt securities are subject to the risk of an issuer’s inability to meet interest and principal payments on its debt obligations (credit risk) and price volatility due to factors such as changes in interest rates, general level of market liquidity and market perception of the creditworthiness of the issuer, among others (market risk).

 

12.3.  Market risk: Risk of losing investment due to factors such as prevailing political, economic other conditions in India and Macroeconomic risk that affect the performance of the overall market.

 

12.4.  Unsystematic risk: Is a category of risk that only affects an industry or a particular company. This may be subject to a cascading effect even though the particular sector may not be affected directly.

 

12.5.  Business risk: Refers to the basic viability of a business and its ability to cover its operational expenses and turn a profit.

 

12.6.  Credit or Default risk: Risk that a borrower will be unable to pay the contractual interest or principal on its debt obligations.

 

12.7.  The other risks that can affect investments are currency risk, interest rate risk, liquidity risk, war, force majeure etc.

 

12.8.  Client(s) understand that investment suggestions/ advisory made by Basant Advisors are subject to various market, currency, economic, political and business risks and that these investment advices shall not always be profitable.

 

13.    LIMITED LIABILITY CLAUSES

 

13.1.  Any loss in conjunction with the advice provided is the sole responsibility of the Client. The Client acts at his/ her/ its own risk on the advice provided. The Adviser, shareholders, employees and directors, and affiliates of the Adviser, if any, will not bear any of the losses incurred as a result of the advice, and are not liable to compensate the Client in any manner.

 

13.2.  Basant Advisors does not provide any warranty/guarantee (express or implied) as to the appreciation of the securities or otherwise, in which the capital is invested by the Client under advisement by Basant Advisors. Basant Advisors shall not be liable in case of depreciation in the value of securities in which the capital is invested by the Client, or any indirect or consequential losses. The Client confirms to Basant Advisors that prior to acting upon any investment advice provided by Basant Advisors, he/she/it will read all relevant documents pertaining to the securities or financial instruments that are the subject of the advice and proceed with the investment only after understanding all the risks associated with each type of investment including the standard risks, if any. Basant Advisors shall not in any way, directly or indirectly be responsible or liable for the loss or otherwise which arises to the Client on account of not reading the said documents and/or understanding the risks involved with the investment(s).

 

13.3.  Client expressly agree and undertake not to hold Basant Advisors liable, financially or otherwise, in respect of any losses caused to me due to above mentioned various risks under any circumstances whatsoever.

 

13.4.  Past performance of Basant Advisors does not indicate the future performance of the same strategy or any other future strategies.

 

13.5.  There are risks of having concentrated portfolios in either any sector/company and Basant Advisors follows an approach of de-risking the portfolio of the Client by advising/ diversifying the same within many sectors/companies. Diversification of a portfolio can give safer returns to the Client with a relatively lower degree of risk but such a strategy does not ensure a huge out-performance. However, from time-to-time, Basant Advisors may suggest a concentrated portfolio strategy to make the most of market timing strategies. Basant Advisors reserves the right to be wrong about the advice given, and the onus of accepting the advice and executing on it lies solely with the Client.

 

14.    INDEMNITY

 

Without prejudice to the right of indemnity available to Basant Advisors under any law, Client agree to indemnify and hold Basant Advisors harmless to the full extent against:

 

14.1.  All losses, damages, liabilities, costs and expenses Client incur in connection with investigation of, preparation for and defense of any pending or threatened claim and any litigation or other proceeding arising out of or related to any actual or proposed acts done or not done on Basant Advisors's engagement hereunder.

 

14.2.  Any negligence/ mistake or misconduct by Client.

 

14.3.  Any breach or non-compliance by me of the terms and conditions.

 

15.    FORCE MAJEURE:

 

15.1.  The Investment Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, epidemic, pandemic, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply.

 

15.2.  In the event of equipment breakdowns beyond its control, Basant Advisors shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto

 

16.    VALIDITY OF ADVISORY SERVICES

 

16.1.          The term of the present contract shall be the term of the plan selected by the Client, referred in ‘Annexure-2’.

16.2.          Client understand that, for uninterrupted provision of advisory services, Client shall have to renew his/her services plan with Basant Advisors. Renewal shall be considered and executed if Client do not intimate Basant Advisors his / her decision to discontinue the plan in writing (prior to 30 days) before the plan expires. In case of such renewal, Client shall pay the necessary fees to Basant Advisors when they become due and invoice is raised for the quarter/month following renewal. Client further understand that, in case Client fails to pay necessary fees as per invoice raised, within one month, Basant Advisors may close Client’ services after giving intimation of the same.

16.3.          In case of Renewal, the term of the present agreement shall stand extended till further period according to plan chosen by the Client at the time of renewal.

 

17.    AMENDMENTS

 

The agreement is binding on both the parties and will be amended only when both parties have given their mutual written consent through writing or Email.

 

18.    TERMINATION:

 

Basant Advisors reserve the right to terminate this agreement on its own discretion and is not obliged or required to provide any reasons for doing so. Additionally, this Agreement may be terminated under the following circumstances, including but not limited to-

18.1.          On the closure of the business of Basant Advisors.

18.2.          By the voluntary termination of the Investment Advisory services by Basant Advisors or the Client by giving prior notice in writing of 30 days. Basant Advisors reserves the right to terminate this Agreement with immediate effect in case the Client does not pay any fees as required to be paid by it to Basant Advisors in terms of this Agreement or if the Client commits a breach of any of its obligations under this Agreement. It is provided that Basant Advisors may at its discretion instead of terminating this Agreement with immediate effect, may terminate it, if after notice of 15 days, the Client does not remedy the breach.

18.3.          In the event that the laws or regulations of India at any time be or become such that this Agreement cannot be continued, enforced or performed according to its terms.

18.4.          In the event that any statutory or government license or permission or registration is withdrawn, cancelled, or nullified causing the terms of the Agreement to be inoperative or unenforceable.

18.5.          In case of suspension of the certificate of registration of Basant Advisors, the Client shall have the option to terminate this agreement.

18.6.          Upon insolvency, bankruptcy, dissolution or liquidation of Basant Advisors or the Client.

On Termination of this Agreement, the Client shall promptly return any/all Confidential Information of Basant Advisors that it may have in its possession by virtue of this Agreement or otherwise.

18.7.          The termination or purported termination of this Agreement shall be without prejudice to any claim or right of action previously accrued to any party hereto against the other party hereto.

 

 

19.    IMPLICATION OF AMENDMENTS AND TERMINATION:

 

19.1.  Client agrees and confirm that in the event of termination the terms and conditions of this contract shall continue to bind on Client during the said subsisting period of 30 days.

 

19.2.  If at any time during the term of this contract, Client fails to perform his/her obligations including non-payment of fees as per the schedule under this contract and/ or commit a breach of its Duties (Please see Clause 10 – Duties and Obligations of Client), Basant Advisors shall have the right to hold its services and notify to Client setting forth the breach of obligations under the contract. Unless within seven (7) days after the giving of such notice, the breach is cured or steps have been taken in good faith and/ or being carried out with due diligence to cure the same, Basant Advisors shall terminate this contract and take legal recourse as may be permissible in law.

 

19.3.  If the termination is due to suspension/cancellation of registration or due to any other action taken by other regulatory body/government authority, then the fees will be refunded on a pro-rata basis.

 

19.4.  In case of any amendments/modifications/alterations to the terms of this agreement, either by mutual consent, or by any decision/rule/regulation/circular issued by SEBI, the Client may seek clarification from the officers of Basant Advisors to enable ease of transition.

 

20.    RELATIONSHIP WITH RELATED PARTIES

 

20.1.  Basant Advisors declares that it is carrying on its activities independently, at an arms-length basis with its related parties. This arm’s length relationship shall be maintained throughout the tenure of advisory service.

 

20.2.  Basant Advisors declares that they will inform the Client of any conflicts of interest, in writing, if they should arise.

 

20.3.  Basant Advisors has a channel partnership agreement and therefore recommends to the Client, services of Basant Securities Private Limited (Member : NSE and BSE) for trading / brokerage activities to help Basant Advisors monitor their portfolio closely through the technology and back-office support offered by Basant Securities Pvt Ltd to Basant Advisors. However, the Client may execute trades with another broker or through another demat account, subject to the funds advised by Basant Advisors being separately earmarked. Basant Advisors does not share any part of the brokerage earned by Basant Securities Pvt Ltd from its clients, and the only fees/ revenue earned by Basant Advisors is from the fees paid by its clients.

 

21.    INVESTMENT ADVISER ENGAGED IN OTHER ACTIVITIES:

 

21.1.  Basant Advisors maintains an arms-length relationship between its activities as an investment adviser and other activities and to covenant that this arm’s length relationship shall be maintained throughout the tenure of advisory service.

 

21.2.  Basant Advisors hereby declares:

 

21.2.1.     That they shall not provide any distribution services, for securities and investment products, either directly or through their group to an advisory Client, in line with the SEBI Guidelines issued on 23/09/2020.

 

21.2.2.     That they shall not provide investment advisory services, for securities and investment products, either directly or through their group to the distribution Client, in line with the SEBI Guidelines issued on 23/09/2020.

 

21.3.  Basant Advisors declares that, with consent of the Client and notwithstanding the terms of this agreement and subject to the rules/regulations/circulars/notifications issued by SEBI from time to time and pertaining to Basant Advisors, may enter into any other agreement with the Client for all such services provided by Basant Advisors are mentioned on their official website.

 

22.    REPRESENTATION TO CLIENT:

 

When applicable, Basant Advisors ensures that it will take all consents and permissions from the Client prior to undertaking any actions in relation to the securities or investment product advised by the investment adviser.

 

23.    NO CONFLICT OF INTEREST:

 

23.1.  Client understand that Basant Advisors serves as investment advisor for other Client and shall continue to do so. Client also understand that Basant Advisors may give advice or take action in performing its duties to other Clients, or for its own accounts, that differ from advice given to or acts taken for me.

 

23.2.  Basant Advisors is not obligated to recommend for me any security that any other investment advisor may recommend for any Client or for its own accounts.

 

23.3.  This contract does not limit or restrict Basant Advisors in any way from buying, selling or trading in any security or other investments for its own accounts.

 

23.4.  Basant Advisors shall disclose to the Client all conflicts of interest as and when they arise. Further, Basant Advisors shall not derive any direct or indirect benefit out of the Client’ securities/investment products.

 

24.    NO RIGHT TO SEEK POWER OF ATTORNEY:

 

The Basant Advisors declares that it shall not seek any power of attorney or authorizations from its Client for implementation of investment advice.

 

25.    DEATH OR DISABILITY OF CLIENT:

 

25.1.  The death, disability or incompetency of Client will not terminate or change the terms of this Agreement for the remaining tenure of the Agreement. However, Client’ guardian, nominee or other authorized representative may terminate this Agreement by giving written notice to Advisor.

 

25.2.  The Client agrees that in the event Basant Advisors is not informed of the death or disability of the Client in accordance with Clause 25.1, Basant Advisors shall not be held liable for any issues, transactions, claims, losses, etc., arising out of such circumstances. The nominee of the client is liable to pay fees due from deceased client, before terminating the agreement with Basant Advisors.

 

26.    ARBITRATION:

 

26.1.  Basant Advisors always maintains that it acts in good faith and in the interest of its Client and further declares that any action, decision, policy change, modification to any terms/structure of agreement, change in personnel or any administrative decision and/or execution of such decisions is done in good faith and in compliance with the rules/regulations/circulars/notifications issued by SEBI from time and time and therefore is not liable for the same.

 

26.2.  This contract shall be governed and construed in accordance with the laws of India and exclusive jurisdiction limited to courts at Mumbai. All disputes, claims, suits and actions arising out of this contract or its validity will be finally decided in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

 

26.3.  The disputes, if any, between the parties shall, in the first instance attempted to be resolved mutually/consensually, failing which shall be adjudicated by way of arbitration:

 

26.3.1.     The Arbitration shall be adjudicated by Sole Arbitrator, which shall be mutually appointed by both parties (within a period of 30 days from date on intimation regarding dispute) and the award so passed by the Sole Arbitrator shall be binding on all parties. The venue for arbitration shall be at Mumbai, Maharashtra.

26.3.2.     Language of arbitration shall be English.

26.3.3.     If the parties do not agree to the appointment of a sole arbitrator, then, the Client agrees that Basant Advisors shall have discretion to appoint a sole arbitrator subject to the Rules and Regulations of the Arbitration and Conciliation Act, 1996.

 

 

27.    GOVERNING LAW:

 

This Agreement shall be governed by the laws of India and the courts of Mumbai, Maharashtra shall have exclusive jurisdiction.

 

28.    ADHERENCE TO GRIEVANCE REDRESSAL TIMELINES:

 

28.1.  Basant Advisors shall use its best effort to perform within the timelines which results are satisfactory to the Client. Investment Adviser shall be responsible to resolve the grievances within the timelines specified under SEBI circulars.

 

28.2.  Grievance redressal mechanism established by Basant Advisors, in accordance with the SEBI Circular

 

28.2.1.     In case of any grievance/complaint against Basant Advisors or any of its employees, the Client may contact the following person:

 

Name: Gaurav Jalan, Compliance Officer, Basant Advisors

Contact number: 98201 01250

Email address: gaurav82jalan@basantsecurities.com

28.2.2.     You may also approach the Principal Officer at Basant Advisors:

Name: Ms. Sakshi Jalan, Basant Advisors

Contact number: 97694 20282

Email address: basant.advisors@gmail.com

28.3.  In case of any delay beyond 15 days in resolving your grievance as received above, Basant Advisors shall communicate the same to you.

 

28.4.  In case, you are not satisfied with the Response, the Client can lodge their grievances with SEBI at website for SEBI Complaints Redress System (SCORES) http://scores.gov.in or may also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800 22 7575 / 1800 266 7575.

 

28.5.  You may also note the following SEBI regional / local office address: Plot No. C 4-A , G Block, Near Bank of India, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra 400051

 

29.    SEVERABILITY:

 

If any term, condition or provision of this Agreement is deemed invalid, void or ineffective for any reason by an arbitration panel or court of competent jurisdiction, all of the remaining provisions of this Agreement shall remain in full force and effect and will in no way be affected

 

30.    MISCELLANEOUS:

 

30.1.          NOTICES

 

30.1.1.              Any notice or communication to be given by one party to the other may be given by registered Email id, post, or personal delivery duly acknowledged or sent by registered post and by no other mode at the respective addresses of the parties or at such other address as may be subsequently intimated by one party to the other in writing.

 

30.1.2.              Any such communication shall be deemed to have been served when sent by registered post/to the registered email, when the same is actually received by the addressee.

 

30.1.3.              Such notice or communication shall be sent at the address of the party to whom it is to be given at its corporate office herein before mentioned or such other address that may be communicated by the party concerned to the other party from time to time.

 

30.2.          KNOW YOUR CUSTOMER (KYC)

 

SEBI has enabled the usage of eSign, Digilocker and electronic signature as permitted by the Government of India under the Information Technology Act, 2000. The enablement of eSign, Digilocker and electronic signature would facilitate Client to submit their Officially Valid Documents (OVDs) (proof of identity and proof of address), for the purpose of KYC to the Basant Advisors’s online platform, through e-mail or electronic means. Client have provided all the necessary KYC information and undertake to comply with the KYC requirements on a continuous basis as and when asked for.

 

30.3.          ELECTRONIC SIGNATURE

 

30.3.1.              Esign, Digilocker, Docusign, ZohoSign: In the future, Basant Advisors may use technology based digital signature options for issuing of document with valid digital sign. This is a provision that Client is comfortable with this option in the future.

 

30.3.2.              Client shall use eSign mechanism, which shall be accepted in lieu of wet signature on the documents provided by Basant Advisors, eSign signature framework is operated under the provisions of Second schedule of the Information Technology Act and guidelines issued by the controller.

 

30.4.          DISCLAIMER

 

30.4.1.              Basant Advisors shall maintain records of interactions with Client, including prospective Client (prior to on-boarding), where any conversation related to advice has taken place in the form of SMS or telephonic conversation, among others. Such records will begin with first interaction with the Client and will continue till the completion of advisory services to the Client.

 

30.4.2.              Basant Advisors shall maintain these records for a period of five years. However, in case where a dispute has been raised, such records will be kept till its resolution or if SEBI desires that specific records be preserved, then such records will be kept till further intimation from the regulator.

 

30.4.3.              Only emails sent post onboarding of Client, from specific email IDs enlisted by Basant Advisors as Principal Adviser (Sakshi Jalan and her email, phone number, as well as emails from Client Relations desk) will only be treated as ADVICE. Until that time, all conversations between prospect and Investment Counselling team will be treated as consultations.

 

 

30.5.          ENTIRE AGREEMENT

 

This Agreement together with all annexures attached hereto and executed by the parties hereto constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes and cancels all previous agreements, negotiations, thereof.

 

30.6.          WAIVER

 

No provision of and no default under this Agreement may be waived except by an instrument in writing signed by the party waiving the provision of this Agreement or default committed there- under. No waiver of any provision or default shall be deemed a waiver of any other provision or default.

 

31.    INDEPENDENT CONTRACTOR

 

Basant Advisors’ relationship with the Client is one of independent contractor, and nothing in this Agreement shall be construed as creating a partnership, agency, master-servant or employment relationship.

 

 

 

Most Important Terms and Conditions (MITC) [forming part of the Investment Advisory Agreement] 

1.     The Investment Adviser (IA) shall only accept payments towards its fees for Investment Advisory Services and is not permitted to accept funds or securities in its account on the client’s behalf.

2.     The IA does not guarantee returns, accuracy, or risk-free investments. All advice is subject to market risks, and there is no assurance of any returns or profits.

3.     Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the IA.

4.     Investment advice, only related to securities shall fall under the purview of SEBI. In case of any services offered by IA related to products/services not under the purview of SEBI, IA shall make disclosure to the client and take appropriate declaration and undertaking from the client that such products/services and the services of IA in respect of such products/services do not come under regulatory purview of SEBI and that no recourse is available to the client with SEBI for grievances related to such products/services or services of IA in respect of such products/services.

5.     This agreement is for the investment advisory services provided by the IA, and IA cannot execute/carry out any trade (purchase/sell transaction) on behalf of the client without his/her/its specific and positive consent on every trade. Thus, the client is advised not to permit IA to execute any trade on his/her/its behalf without explicit consent.

6.     The fee charged by IA to the client will be subject to the maximum of amount prescribed by SEBI/Investment Adviser Administration and Supervisory Body (IAASB) from time to time (applicable only for Individual and HUF Clients).

Note:

(i) The current fee limit under Fixed Fee mode is ₹1,51,000/- per annum per family of client. Under Assets under Advice (AUA) mode, maximum fee limit is 2.5% of AUA per annum per family of client.
(ii) The IA may change the fee mode at any time with the client’s consent; however, the maximum fee limit in such cases shall be higher of fee limit under the fixed fee mode or 2.5% of AUA per annum per family of client.

(iii) The fee limits do not include statutory charges.

(iv) The fee limits apply only for investment advice related to securities under purview of SEBI.
(v) The fee limits do not apply to a non-individual client / accredited investor.

 

7.     IA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently it is maximum one year. In case of premature termination of the IA services by the client or the IA, the client shall be entitled to seek refund of proportionate fees only for unexpired period. However, IA is entitled to retain a maximum breakage fee of not greater than one-quarter fee.

8.     Fees to IA may be paid by the client through any of the specified modes like cheque, online bank transfer, UPI, etc. Cash payment is not allowed. Optionally, the client can make payments through Centralized Fee Collection Mechanism (CeFCoM), managed by BSE Limited (i.e. currently recognized IAASB).

9.     The IA is expected to know the client’s financial details for providing services. Hence, the client is required to share the financial information (e.g., income, existing investments, liabilities, etc.) with the IA.

10.The IA is required to carry out the client’s risk profiling and suitability analysis before providing services and thereafter on an ongoing basis. The services provided will be in line with the assessed risk profile. IA shall also communicate the assessed risk profile to the client.

11.As part of conflict of interest management, the client or the client’s family members will not be provided any distribution services by IA or any of its group entity/family members. IA shall, wherever available, advise direct plans (non-commission based) of products only. The IA shall endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client.

12.For any grievances,

o   Step 1: The client should first contact the IA using the details on its website or following contact details:
(IA to Provide details as per ‘Grievance Redressal / Escalation Matrix’)

o   Step 2: If the resolution provided by IA is unsatisfactory, the client can lodge grievances through SEBI’s SCORES platform at www.scores.sebi.gov.in

o   Step 3: If the client remains dissatisfied with the outcome of the SCORES complaint, the client may consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in

13.The SEBI registration, enlistment with IAASB, and NISM certification do not guarantee the performance of IA or assure returns to the client.

14.Clients are required to keep contact details, including email ID and mobile number/s updated with the IA at all times.

15.The IA shall never ask for the client’s login credentials and OTPs for the client’s Trading Account, Demat Account and Bank Account. Never share such information with anyone including IA.

SIGNED AND DELIVERED by	SIGNED AND DELIVERED by
the      within     named    Client For	BASANT ADVISORS ,                                    through its Proprietor
	Ms. Sakshi Gaurav Jalan

 

 

ANNEXURE 1 - CLIENT INFORMATION

 

 

Individual/Entity Name
Address
Date of birth/incorporation
PAN
GSTIN
Contact
Email address

 

 

 

NOMINATION DECLARATION

Nomination Declaration: I wish to make a nomination and do hereby nominate the following person in whom all rights of transfer in respect of my account with Basant Advisors shall vest.

 

Nominee's Name
Nominee's Age
PAN number:
Guardian's Name (To be furnished in case the nominee is a minor (less than 18 years old)

ANNEXURE 2 FEES SCHEDULE

 

Table 1 PARTICULARS OF SERVICE

(based on the risk profiling conducted for the client, total AUA of the client and time period for deployment)

 

 

Service Type	Committed Assets under Advice (Corpus) (INR)	Tenure (subject to re- adjustment of corpus)	Annual Fee	Approximate Fee Amount (INR)*	GST Amount (18%)	Approximate Total Amount

 

* Actual advisory fees shall be calculated as % of the net asset value of the portfolio, at the end of each quarter (i.e. on 31^st March, 30^th June, 30^th September, 31^st December) every year. The asset based fee is calculated on a weighted average of the daily Net Asset Value over each quarterly period. Government taxes/ GST / other taxes (at the prevailing rates) will be charged separately to the client. Sample schedule for client under equity advisory below.

 

 

SAMPLE FEES CHARGEABLE TAKING EXAMPLE OF 2.5% AUA MODE (NOTE: THIS SAMPLE TO NOT BE TAKEN AS THE ACTUAL FEES CHARGEABLE TO

THE CLIENT)

 

Equity     Advisory                Fees Schedule:	Sample for Rs. 25 Lakhs AUA (Assets Under Advisement):
Invoice Date:	Weighted Daily Average AUA:	Advisory Fees before GST:
31 March 2025	23,00,673	x (90/365)*2.5%= 14,182
30 June 2025	20,45,000	x (91/365)*2.5%= 12,606
30 September 2025	27,30,000	x (92/365)*2.5%= 16,829
31 December 2025	25,00,400	x (92/365)*2.5%= 15,413
	Total  Fees  charged  for  one year:	Rs. 59,030/-

 

·         Fees must be credited to the bank by NEFT/ Bank transfer/ cheque only. Cash/ PayTM will not be accepted as modes of payment.