AP Business Proposal Manoj Kumar

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    Dear Mr. Manoj Kumar Urma Date: 18 NOVEMBER 2011

    FCSL Authorized Person Proposal

    (FCSL refers to Future Capital Securities Ltd., Member Broker at NSE and BSE andAPrefers to theAuthorized Person)

    We thank you for your interest in becoming a part of the Future Capital Securities Ltd. Network. We are happy to presentour business proposal to you as follows. Given mutual acceptance of the terms given in this proposal, FCSL wouldappoint you as Authorized Person (Business Associate) in Brijrajnagar, Jharsuguda of Orissa,.

    Some of the benefits you would be entitled to, as part of the FCSL Business Associate Network

    Centralized Advisory and Research Support:FCSL will map an equity advisor from Mumbai for daily advisory services***. Besides this, the investment and tradingideas shall also be flashed on the trading screens as well as thru an internal chat system. You will also be part of our dailyand periodic teleconference calls.

    Marketing and Business Promotion:FCSL would share according to agreed sharing for initial marketing and brand promotion with an objective to generatenew business prospects in your city. Consequently, FCSL would share brand promotion and marketing expenses as perthe FCSL policy from time to time. All approved expenses would be reimbursed on submission of the original bills fromyour end.

    Business Development and Superior Product Offering:FCSL recognizes the efforts required to grow the business. We will provide business development support by providingregular trainings, new client acquisition support, client interaction and seminars, business analysis and actionable as wellas business expansion ideas. This support shall be made available from the nearest regional office of FCSL. We offer awide bouquet of products to suit varying investment needs.

    Seminars and Investor Meets:FCSL offers to support BA in organizing Seminar/Investor Meets with minimum 100 attendees by sharing the cost. Thisneeds to be organized with prior approval from FCSL.

    Initial Training and Business Migration:FCSL offers dedicated hands-on onboarding to a BA after he enrolls with us as an Authorized Person. This includesthorough training and a detailed client and revenue migration process so that business is not lost in the transition processand the BA becomes conversant with FCSL processes and policies.

    Key Corporate Strategy is to Focus on the Business Associates Network: Unlike other firms, our Business Associates business is one of our most important businesses and senior managementconstantly reviews and constantly strive towards introduction of innovative strategies to consistently provide value add toour network.

    Easy Access to Senior Management:Our network has easy access to our senior and key personnel and our associates are involved in various internal forumsand discussion panels for better business growth.

    Centralized Customer Servicing:Initially, for a period of 3 to 6 months, we will provide a dedicated desk to help you sort out the queries. This desk will alsohelp you in understanding our processes as well as will help you coordinate with various operational departments viz.Account opening, Depository services, RMS, Operations and Banking. Once settled, we will migrate you to another deskof customer support executives where a larger set of executives service the business associates across the country. Wehave an internal deadline of 24 hours to respond to and resolve every query.

    Office Look and Feel:FCSL offers to provide initial branding accessories and marketing collaterals to the BAs office, the look and feel of BA

    office premises should be in accordance with the policies laid down by FCSL. FCSL shall decide on providing the same atits discretion on a case to case or relationship basis.

    *******************

    ***Backed By proper research.

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    COMMERCIAL TERMS AND CONDITIONS

    Eligibility Norms for AP:-

    A person with a good track record & reputation in financial services/other business/social circles with a goodclient base.

    Minimum 2-3 years of experience in selling financial products as a Main broker/ Sub-broker / Remisor/ Mutualfund distributor /Insurance Advisor / Financial planner or an employee of existing Broker/Sub-broker.

    Capacity to invest minimum Rs.5.00 Lakhs initially and ability to invest continuously in infrastructure and teamsfor scaling up business.

    The AP should hold valid NCFM certificate for Cash and F&O segments and ensure that NCFM certificateholder in person has to sit on trading terminals in whose name the terminal ID has been generated. In case anemployee of the AP holds the certification, then the AP shall submit a monthly certificate / confirmation to FCSLon such employee continuing with the AP in his / her employment as on the current date.

    The look and feel of APs office premises should be in accordance with the policies laid down by FCSL.

    Security Deposit:-AP to keep a minimum deposit of Rs 1, 00,000/- for Equity, F&O & commodity.

    Revenue Sharing- Equity, Derivatives Minimum Brokerage to be charged to end clients

    Revenue Sharing

    Ratio Sharing Pattern On Gross Revenue

    35:65 FCSL:BA Flat

    Remisier and franchisee rights: - You can appoint them in your sharing slab.Account Opening Charges: - a/c opening for first 3 months (Up to 50 a/cs)BASE BROKERAGE SCHEME

    Mutual Fund Revenue Sharing:-

    AMC Commissions: 70% (includes Upfront, First Year Trail and 2nd Year Trail onwards for all schemes).Brokerage sharing same as equity broking.

    PMS Revenue Sharing: -Available separately on request

    Connectivity Options: - FCSL shall advice / suggest Broadband as the economical mode of connectivity.

    All Key Software like Back Office, DP, Client Management, and all future applications introduced by FCSLshall run on a single connection. However, for better performance, it is advised that the Trading Terminalsare not used for general internet / browsing purposes.

    Risk Management and Limits:-

    We provide 4 times of base capital as exposure limits to clients in the cash market. Derivatives exposures arepurely on the basis of margins specified by exchanges. We also accept shares (approved scrips only) towardsmargin for derivatives.

    Debtors management policy and thresholds for liquidation of Positions shall be separately sent to the AP.

    Other Operational Terms:

    Segment TypeBrokerage

    Rate %Minimum

    Brokerage

    Trading 0.02% 2 PaiseCash

    Delivery 0.20% 2 Paise

    Derivatives Trading 0.02% 2 Paise

    Trading 0.02% 2 PaiseCommodities*Delivery 0.20% 2 Paise

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    Authorized Person Registration Fee:-

    SEBI, NSE and BSE Exchange Registration Fee & Stamping Charges (One Time):- Rs 6948/- all segment ( Rs.2316/-per segment)

    Back office Software Charges:-

    ODIN and Back Office Software

    Software Charges

    Odin User CTCL (ALL SEGMENTS) Rs 1000 per CTCL/Month

    Broking NSE & BSE + DP Account OpeningCharge Rs.425/=

    Legal & Compliance:

    All bad debts, or losses due to punching errors if any, will be borne by AP.

    No third Party transfer of funds or securities will be entertained.

    Any cheque return from client will entail penalty of 1% of the cheque amount payable by the client.

    Personal Trading of AP as an individual / proprietor / partner / Director will not be eligible for brokerage sharing.

    Statutory charges, as applicable from time to time, will be levied to the customers.

    Brokerage will be shared on a monthly only after deducting all network charges and Service Tax and aegingdebits.

    DP AMC charges will be directly debited to Investors and AP shall ensure due settlement by Investors.

    As an Authorized Person of FCSL, AP is expected to sell all the products (Equity, E-broking, F&O,Commodities*, Mutual Funds, Margin Funding, Insurance*, IPO Funding etc.) promoted by FCSL & GroupCompanies.

    Requirements from AP Minimum 250 sq. Ft of office space (Owned, Rented, proposed), Standardized look and feel of the office as per

    FCSL guidelines, Commercial place (preferred ground floor / 1st f loor)]

    Compulsory Quarterly System Audits at cost

    AP and his employees have to clear NCFM examination (Cash, Derivatives, CDSL & AMFI, Commodities*)

    AP has to keep himself updated about the byelaws of the Stock Exchange Commodities Exchanges or the SEBIand FMC regarding Stock Market, Depository, Commodities* or the Derivatives segment and follow themreligiously.

    Note: This is an offer letter and does not constitute an agreement. FCSL reserves the right to amend any part or parts ofthis offer letter.

    * Services Provided through Group Companies