IDFC Mutual Fund
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IDFC Mutual Fund Sponsor: Infrastructure Development Finance Company Limited (IDFC) Investment Manager: IDFC Asset Management Company Limited Trustee: IDFC AMC Trustee Company Limited STATEMENT OF ADDITIONAL INFORMATION (SAI) This Statement of Additional Information (SAI) contains details of IDFC Mutual Fund (IDFCMF), its constitution, and certain tax, legal and general information. It is incorporated by reference (is legally a part of the Scheme Information Documents of IDFC Mutual Fund). This SAI is dated September 25, 2009 1 I. INFORMATION ABOUT SPONSOR, AMC AND TRUSTEE COMPANIES A. Constitution of the Mutual Fund IDFC Mutual Fund (“the Mutual Fund” or “the Fund”) previously known as Standard Chartered Mutual Fund (which was earlier known as ANZ Grindlays Mutual Fund) had been constituted as a Trust in accordance with the provisions of the Indian Trusts Act, 1882 (2 of 1882) vide a Trust Deed dated December 29, 1999. The office of the Sub-Registrar of Assurances at Mumbai had registered the Trust Deed establishing the Fund under the Registration Act, 1908. The Fund was registered with SEBI vide registration number MF/042/00/3 dated March 13, 2000. A deed of amendment to the Trust Deed has been executed and registered to recognize the change in sponsor of the Mutual Fund. The deed of variation to the Trust Deed, dated May 30 th 2008, made IDFC the sponsor of the Mutual Fund and IDFC AMC Trustee Company Private Limited, the Trustee. IDFC / its nominees acquired 100% equity shares of the Asset Management Company and the Trustee Company and further contributed an amount of Rs.10,000/- to the corpus of the Fund (the total contribution of the sponsors till date including this contribution, stands at Rs. 30,000). The Trust has been formed for the purpose of pooling of capital from the public for collective investment in securities / any other property for the purpose of providing facilities for participation by persons as beneficiaries in such properties/ investments and in the profits / income arising there from. B. Sponsor IDFC Mutual Fund is sponsored by Infrastructure Development Finance Company Limited (IDFC). The sponsor is the settler of the Mutual Fund Trust. The sponsor has entrusted a sum of Rs. 30,000 to the Trustees as its contribution towards the corpus of the Mutual Fund. IDFC is a leading diversified financial institution providing a wide range of financing products and fee-based services with infrastructure as its focus area. IDFC’s key businesses include project finance, investment banking, asset management, principal investments and advisory services. IDFC also works closely with government entities and regulators in India to advise and assist in formulating policy and regulatory frameworks that support private investment and public-private partnerships in infrastructure development. IDFC was established in 1997 as a private sector enterprise by a consortium of public and private investors and operates as a professionally managed commercial entity. IDFC listed its equity shares in India pursuant to an initial public offering in August 2005. As at March 31, 2009, IDFC’s shareholders included the Government of India – 20.20%, FII/FDI – 39.5%, and public / others 38.3%. As on March 31, 2009 IDFC had an asset base of over USD 4.8 billion, net worth of USD 1.21 billion and a market capitalization of USD 2.08 billion Financial Performance of the Sponsor (past three years) (in Rs. crores): Particulars 31.03.09 31.03.08 31.03.07 Net Worth 6029.19 5454.38 2882.03 Total Income 3322.70 2532.42 1505.74 Profit after tax 735.91 669.17 462.87 Assets Under Management 24018 2545 2671 2 C. The Trustee ANZ Trustee Company Private Limited, a company registered under the Companies Act, 1956, was established by Australia and New Zealand Banking Group (ANZ) and had been appointed as the Trustee of ANZ Grindlays Mutual Fund vide Trust Deed dated December 29, 1999, as amended from time to time. ANZ sold the mutual fund business to Standard Chartered Bank (SCB) in 2001, pursuant to which SCB held 100% stake in the equity share capital of the Trustee Company. SCB agreed to sell the business to Infrastructure Development Finance Company Limited (IDFC) in 2008. Pursuant to the transaction, IDFC/ its nominees hold 100% of the shares of the Trustee Company. The company has now been renamed as IDFC AMC Trustee Company Limited (which was earlier known as IDFC AMC Trustee Company Private Limited). It shall through its Board of Directors discharge its obligation as Trustee of IDFC Mutual Fund. The Trustee ensures that the transactions entered into by the AMC are in accordance with the SEBI Regulations and will also review the activities carried on by the AMC. Details of Trustee Directors : Name Age/Qualification Brief Experience Mr. Vikram 42 Years / Vikram Limaye is the Executive Director and a Limaye Chartered Member of the Board of Directors of IDFC. He has Accountant and over 20 years of experience working with Global MBA (Wharton Investment Banks, International Commercial Banks School of and Global Accounting firms. University of Pennsylvania Prior to joining IDFC, Mr. Limaye served Credit Suisse First Boston (CSFB) in U.S. in a variety of roles in investment banking, capital markets, structured finance and credit portfolio management. Having started his corporate career with Arthur Andersen in Mumbai, Mr. Limaye’s previous experience includes working with the Business Advisory Services Group at Ernst and Young and the Global Consumer Banking Group at Citibank N.A. Mr. Limaye is a qualified Chartered Accountant and an MBA from the Wharton School of the University of Pennsylvania, U.S.A. Other Directorships : 1. IDFC Trustee Company Limited 2. IDFC Investment Advisors Limited 3. IDFC Private Equity Company Limited 4. IDFC Project Equity Company Limited 5. IDFC Capital Company Limited 6. IDFC PPP Trusteeship Company Limited 7. IDFC Projects Limited 8. IDFC-SSKI Securities Limited 9. IDFC-SSKI Limited 10. Asset Reconstruction Company (India) Limited 11. Sharekhan Limited 3 12. Human Value Developers Private Limited 13. E-Clerx Services Limited 14. Infrastructure Development Finance Company Limited (IDFC Ltd). 15. Securities Trading Corporation of India Limited Mr. Jamsheed 77 Years / M.A, In his career as an I A S officer, he held various Kanga LLB, Masters in important positions including that of Managing Public Director, Maharashtra State Agro Industries Administration Development Corporation and Maharashtra State (MPA), Harvard, Tourism Development Corporation, Joint Secretary, USA Retired IAS Officer Finance Department, Maharashtra State, Joint Secretary (Projects & Finance), Department of Atomic Energy, Secretary to Government of Maharashtra, Municipal Commissioner, Bombay Municipal Corporation, Chairman and Managing Director, Export Credit Guarantee Corporation of India in the rank of Secretary to Government of India. After retirement, he had been the Vice-Chairman and Managing Director of Tata Housing Development Co. Limited and now is a Senior Corporate Advisor to Tata Housing Development Co. Limited from April 1997. He is also a Consultant to Forbes Gokak Limited. Other Directorships: 1.Forbes Campbell Holdings Limited 2.The Associated Building Company Limited Mr. Dattatraya M. 76 Years / M.Com, In his career spanning over 34 years till 1990 as an Sukthankar Retired IAS Officer IAS Officer, he had held very important portfolios in the Govt. of Maharashtra including that of Secretary, Education Department, Secretary, Industries Dept, Metropolitan Commissioner, Municipal Commissioner, Greater Bombay, and finally as Chief Secretary to the Govt. of Maharashtra. He was also the Secretary, Ministry of Urban Development, Govt. of India for two years Other Directorships : 1.Housing Development Finance Corporation Limited 2.Tata Housing Development Co. Limited 3.Phoenix Township Limited 4.Indoco Remedies Limited 5.HDFC Developers Limited 6.Sangit Mahabharati, Mumbai-Vice Chairman 7.The Society for Recycling of Waste of Recoverable Disposal (REWARD), Mumbai- Board 4 of Trustees/Management 8. The Electoral Trust, Mumbai- Board of Trustees/Management Mr. U 66 Years / Cost He was formerly the Chairman and Managing Sundararajan Accountant Director of Bharat Petroleum Corporation Limited for around 9 years. Other Directorships 1. IDFC Trustee Company Limited 2. Gujarat State Petronet Limited 3. Shipping Corporation Of India Limited 4. Ennore Port Limited 5. Bharat Oman Refineries Ltd Rights, Obligations, Responsibilities and Duties of the Trustee under the Trust Deed and the Regulations: Pursuant to the Trust Deed dated December 29, 1999 (as amended from time to time) constituting the Mutual Fund and in terms of the Regulations, the rights, obligations, responsibilities and duties of the Trustee are as follows: 1. The Trustee shall have a right to obtain from the AMC such information as is considered necessary by it. 2. The Trustee shall ensure before the launch of any Scheme that the Asset Management Company has: a. Systems in place for its back office, dealing room and accounting; b. Appointed all key personnel including fund manager(s) for the Scheme(s) and that the trustees are satisfied with the adequacy of number of key personnel considering the size of the mutual fund and the proposed Scheme; c. Appointed auditors to audit the accounts of the Schemes; d. Appointed a compliance officer who shall be responsible for monitoring the compliance of the act, rules and regulations, notification, Guidelines, instructions etc. issued by the Board or the Central Government and for redressal of investors grievances. e. Appointed registrars and laid down parameters for their supervision and periodical inspections; f. Prepared a compliance manual which is updated by including all the provisions of regulations and guidelines issued by SEBI from time to time and designed internal control mechanisms including internal audit systems commensurate with the size of the mutual fund; g. Specified norms for empanelment of brokers and marketing agents. h. obtained, wherever required under these regulations, prior inprinciple approval from the recognised stock exchange(s) where units are proposed to be listed.