compliance simplified

Clarification regarding amendment to SEBI (Portfolio Managers) Regulations, 2020

SEBI/HO/IMD/IMD-I/DOF1/P/CIR/2021/0000000679 December 10, 2021

 

Subject: Clarification regarding amendment to SEBI (Portfolio Managers) Regulations, 2020

 

1. The Securities and Exchange Board of India (Portfolio Managers) Regulations, 2021 (PMS Regulations) were amended vide notification dated November 09, 2021, to facilitate co-investment by investors of Alternative Investment Funds (AIF) through the portfolio management route. Copy of the notification is available at link.

2. In this regard, the following is specified:

2.1 Procedure for undertaking of Co-investment portfolio management services

The Co-investment portfolio management services shall be provided in the following manner:

(i) A Manager of an AIF who is also a SEBI registered Portfolio Manager, and intends to offer Co-investment services through portfolio management route, shall do so only under prior intimation to SEBI.

(ii) Any other Manager who is not a SEBI registered Portfolio Manager, and intends to offer Co-investment services through portfolio management route, shall seek registration from SEBI as a Portfolio Manager in terms of the PMS Regulations. Pursuant to grant of registration, if such Portfolio Manager is desirous of offering portfolio management services other than Co-investment, the same shall be subject to compliance with all provisions of the PMS Regulations including eligibility criteria, and with the prior approval of SEBI.

 

2.2. Periodic reporting by Portfolio Managers

(i) In partial modification to provisions of Circular No. SEBI/HO/IMD/DF1/CIR/P/2021/02 dated January 08, 2021, Portfolio Managers shall submit a monthly report regarding their portfolio management activity, on SEBI Intermediaries Portal within 7 working days of the end of each month, as per the revised format enclosed at Annexure A, which includes details of Co-investment offered by Portfolio Manager.

ii. Further, in modification to paragraph D.12 of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, Portfolio Managers shall furnish a report to their clients on a quarterly basis, as per the revised format enclosed at Annexure B, which includes details of Co-investment offered by Portfolio Manager.

2.3. Fees and charges

(i) In partial modification to paragraph A.3 of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, the provisions with respect to fees and charges as specified therein, shall not be applicable to Co-investment services. The provisions of the aforesaid paragraph A.3 shall remain unchanged for portfolio management services other than Co-investment.

2.4. Direct on-boarding of clients by Portfolio Managers

(i) In partial modification to paragraph B of Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/26 dated February 13, 2020, the provisions with respect to direct on-boarding of clients by Portfolio Managers as specified therein, shall not be applicable to Co-investment services. The provisions of the aforesaid paragraph B shall remain unchanged for portfolio management services other than Co-investment.

3. The reporting requirements as per the revised formats mentioned at paragraph 2.2 of this Circular, shall be applicable for monthly reports to SEBI and quarterly reports to clients, from the month of April 2022 onwards. The remaining provisions of this Circular shall come into effect from the date of applicability of the aforesaid notification, as available in the link.

4. This Circular is issued in exercise of powers conferred under Section 11(1) of the SEBI Act, 1992 read with the provisions of Regulation 43 of the SEBI (Portfolio Managers) Regulations, 2020, to protect the interest of investors in securities and to promote the development of, and to regulate the securities market.

5. The circular is available on SEBI website at www.sebi.gov.inunder the categories “Info for –Portfolio Managers” and “Legal framework -Circulars”.

 

Annexure – A

Format for Monthly Report to SEBI

Report for the month of ________ FY _____

 

Type of Services Offered

Sl. No.

Type of Service Offered

Whether the service is offered

1

Discretionary Service

Yes/No

2

Non-Discretionary Service

Yes/No

3

Advisory Service

Yes/No

 

  1. Data for Discretionary Services

A. Break-up of clients of the Portfolio Manager

 

 

Particulars

 

Domestic Clients

Foreign Clients

 

PF/ EPFO

Corporates

Non-

Corporates

Non

Residents

FPI

Others

Total

No. of unique Clients as on last day of the month

 

 

 

 

 

 

 

Assets    under Management (AUM) as on last day of the month

 

 

 

 

 

 

 

 

B. Break-up of assets under management of the Portfolio Manager

Investment Approach

Funds

Inflow/Outflow in the Approach

 

Assets Under Management as on last day of the month (in INR crores)

 

 

Equity

Plain Debt

Structured Debt

Derivatives

Mutual Funds

Others

Total

 

Outflow in                   the month

Inflow in the

Month

Listed

Unlisted

Listed

Unlisted

Listed

Unlisted

Equity

Commodity

Others

Approach 1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Approach 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Approach

‘N’

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

C. Transaction Data

Sl. No.

Particulars

Figures

1

Sales in the month (in INR crores )

 

2

Purchases in the month (in INR crores )

 

3

Portfolio Turnover Ratio = (Higher of Purchases or Sales in the month /Average AUM)

 

Note: Average AUM to be computed based on daily average

 

D. Performance Data

Investment Approach

AUM (in INR Cr)

Returns (%)

Portfolio Turnover Ratio

1 month

1 year

1 month

1 year

Investment Approach 1

 

 

 

 

 

Benchmark 1

 

 

 

 

 

 

 

 

 

 

 

Investment Approach 2

 

 

 

 

 

 Benchmark 2

 

 

 

 

 

 

 

 

 

 

 

Investment Approach ‘N’

 

 

 

 

 

Benchmark ‘N’

 

 

 

 

 

Total

 

 

 

 

 

 

II. Data for Non- Discretionary Services

E. Break-up of clients of the Portfolio Manager

 

 

Particulars

 

Domestic Clients

Foreign Clients

 

PF/ EPFO

Corporates

Non-

Corporates

Non

Residents

FPI

Others

Total

No. of unique Clients as on last day of the month

 

 

 

 

 

 

 

Assets    under Management (AUM) as on last day of the month

 

 

 

 

 

 

 

 

F. Break-up of assets under management of the Portfolio Manager

Funds

Inflow

in the

month

Funds Outflow

in the

month

 

Assets Under Management as on last day of the month (in INR crores)

 

 

Equity

Plain Debt

Structured Debt

Derivatives

Mutual Funds

Others

Total

 

 

Listed

Unlisted

Listed

Unlisted

Listed

Unlisted

Equity

Commodity

Others

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G. Transaction Data

Sl. No.

Particulars

Figures

1

Sales in the month (in INR crores )

 

2

Purchases in the month (in INR crores )

 

3

Portfolio Turnover Ratio = (Higher of Purchases or Sales in the month /Average AUM)*

 

Note: Average AUM to be computed based on daily average

 

H. Performance Data

AUM (in INR Cr) 

Return

s (%)

Portfolio Turnover Ratio 

1 month

1 year

1 month

1 year

 

 

 

 

 

 

III. Data for Advisory Services

I. Break-up of client base of the Portfolio Manager 

 

 

Particulars

 

Domestic Clients

Foreign Clients

 

PF/ EPFO

Corporates

Non-

Corporates

Non

Residents

FPI

Others

Total

No. of unique Clients as on last day of the month

 

 

 

 

 

 

 

Assets    under Management (AUM) as on last day of the month

 

 

 

 

 

 

 

 

IV. Data for Co-investment Services

J. Break-up of clients of the Portfolio Manager

 

 

Type of Client

Domestic Clients

Foreign Clients

 

Total Clients

Corporates

Non-Corporates

Corporates

Non

Residents

Others

No. of unique Clients as on last day of the month

 

 

 

 

 

 

Value of the Assets for which Co-investment Services are being given (Amount in INR crores)

 

 

 

 

 

 

 

K. Break-up of assets under management of the Portfolio Manager

Funds

Inflow

in the

month

Funds Outflow

in the

month

 

Assets Under Management as on last day of the month (in INR crores)

 

Equity

Plain Debt

Structured Debt

Others

Total

 

 

 

 

 

 

 

Note: AUM may be calculated on cost basis or in any manner as may be specified by SEBI

 

V. Data on Complaints

Type of Client

Total No. of complaints

 

Pending at the beginning of the month

Received during the month

Resolved during the month

Pending at the end of the  month

Domestic            –               PF/ EPFO

 

 

 

 

Domestic Corporates

 

 

 

 

Domestic         Non-

Corporates

 

 

 

 

Foreign – NR

 

 

 

 

Foreign – FPI

 

 

 

 

Foreign-

Corporates

 

 

 

 

Foreign -Others

 

 

 

 

Total

 

 

 

 

Note: Data on investor complaints registered through SCORES or which are directly received by Portfolio Manager to be provided

 

 

                    Annexure B – Quarterly Reporting to Client

Account Statement for Quarter ended   ___________

Email ID:_________

Tel Number:________

Name of Distributor:_________

 

A. Account Overview

Name of the Client*

 

PAN*

 

Address

 

Email

 

Phone number

 

Unique Client Code

 

Account Activation date 

 

Type of Portfolio Management Service

 

Investment approach for the account 

 

Benchmark for the investment approach

 

Amount managed under the Investment Approach

 

% AUM under investment approach

 

Notes:

(i) If multiple investment approaches are used for management of the client account, separate reports may be used for each such Investment Approach.

(ii) Details of joint holder, if applicable, needs to be provided

(iii) In case of Clients coming from Direct plan, provide input as “Direct Plan” under head Name of Distributor

(iv) For any request for change of facts as appearing above, kindly get in touch with [Email ID] or [Phone Number]

(v) AUM reported shall be the total assets managed by the Portfolio Manager for the particular Client PAN

(vi) Inputs with regards to investment approach and benchmark may not be applicable for Coinvestment services

 

B. Portfolio Details:

 

Portfolio Allocation

 

Type of Security

Purchase Value

Market Value (as on quarter end)

%  of Assets Under Management

 

(in Rs)

(in Rs)

 

Equity

 

 

 

Plain Debt

 

 

 

Structured Debt

 

 

 

Equity Derivatives

 

 

 

Commodity Derivatives

 

 

 

 

Portfolio Allocation

 

Type of Security

Purchase Value

Market Value (as on quarter end)

%  of Assets Under Management

 

(in Rs)

(in Rs)

 

Goods

 

 

 

Mutual Funds

 

 

 

Cash and equivalent

 

 

 

Other Assets

 

 

 

Total

 

 

 

Note:

(i) Portfolio Managers offering Co-investment services, may provide details as applicable, for assets permitted to be managed by them.

Portfolio Summary

 

 

Particulars

(in Rs)

Portfolio Value at the beginning of quarter 

 

Portfolio Value at the end of quarter 

 

 

 

For the quarter

 

1. Capital Inflow

 

2. Capital Outflow

 

3. Interest Income

 

4. Dividend Income

 

5. Other Income

 

6. Management Fee 

 

7. Performance Fee 

 

8. Expenses at actuals

 

9. Other expenses

 

10. Realized Gain/ Loss

 

11. Unrealized Gain/ Loss

 

 

 

Commission paid to Distributor

 

Brokerage paid

 

Note:

(i) Portfolio Managers offering Co-investment services, may provide details as applicable 

 

C. Performance of Portfolio

Disclaimer: Performance data for Portfolio Manager and Investment Approach provided hereunder is not verified by any regulatory authority.

Performance report for Client Portfolio and Investment Approach

 

 

Particulars

1 Year

3 Years

5 Years

10 Years

Since Inception

Returns of Client Portfolio 

 

 

 

 

 

Aggregate Returns of Investment Approach

 

 

 

 

 

Benchmark Performance

 

 

 

 

 

Notes:

(i) The above returns to be calculated using Time Weighted rate of return (TWRR). While computing returns of Investment Approach under which the Client account is managed, all clients falling under said Investment Approach during the relevant period have to be taken into consideration

(ii) All investments including cash and cash equivalents to be considered for calculation of returns

(iii) In case of a Portfolio Managers offering Co-investment services, performance of portfolio may be calculated and disclosed, as agreed between the Co-investment Portfolio Manager and the coinvestor

 

D. Transaction Details:

 (i) Capital Contribution (from inception till end of reporting period)

Date

Capital Inflow

Capital Outflow

 

 

 

 

 

 

Total

 

 

 

(ii) Investments (during the reporting period)

Security

Name 

Transactio n Date

Buy /

Sell

Quantity

Gross

Rate

Net Rate*

Net Transaction

Value

 

 

 

 

 

 

 

* Report to clarify calculation of Net Rate

 

(iii) Holding Report as of end of quarter

Security Name

Quantity

Average

Cost 

Market

Rate

Total

Cost

Market

Value

% to

Portfolio

Equity

 

 

 

 

 

 

Security Name

Quantity

Average

Cost 

Market

Rate

Total

Cost

Market

Value

% to

Portfolio

A: B:

 

 

 

 

 

 

Debt  A: B:

 

 

 

 

 

 

Mutual Funds A: B:

 

 

 

 

 

 

Commodities

A: B:

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

Cash & Cash

Equivalent

 

 

 

 

 

 

Total

 

 

 

 

 

 

Note:

(i)Portfolio Managers offering Co-investment services, may provide details as applicable, for assets permitted to be managed by them

 

E. Other Important Information

(i) With regard to client portfolio, deviations from investment approach, if any

(ii) With regard to debt securities, details of any delay in coupon payments, if any

(iii) With regard to debt securities, details of default, if any

(iv) With regard to portfolio allocation in equity and commodity derivatives, details of funds and securities held as collateral, if any.

(v) Details of Other assets outstanding to be received in Clients account for more than 3 months from the due date

Nature of Asset

Outstanding amount (In Rs.)

a. Coupon Payments

 

b. Dividends

 

c. Others

 

Total

 

 

(vi) Any other important information.

(vii) Portfolio Managers offering Co-investment services, may provide investment data, wherever applicable on cost basis or as may be specified by SEBI