Subject: Response to your queries on the India CB J Class fund.
We, ICICI Bank Limited, Singapore branch (“ICICI Bank”) refer to our multiple e-mail exchanges in relation to your investment in the captioned fund, India CB J Class (“Fund”) lastly resting with your email dated 23rd October, 2016.
We reiterate that the role of ICICI Bank is limited to that of a distributor/ arranger vis-à-vis the Fund and all matters relating to the management of the Fund, including where such investments would be made, is as per the sole discretion of the Investment Manager. Nonetheless and considering the relationship you share with ICICI Bank, we have always accommodated your requests for clarifications.
Your recent queries are similar in nature to those raised on previous occasions, specifically vide your e-mail dated November 22, 2015, to which we responded to vide letter dated 21st December, 2015. With respect to concerns raised in your last e-mail, we would like to reiterate our earlier positions, as given below:
Query 1:
If the 15 names mentioned on Page 6 of the Prospectus were for indicative purposes only, then what was the rationale for detailing the 15 blue chip names on that page? If the intent was to invest the funds anywhere the investment manager chose, you should have been clear about your intent on the prospectus and not mentioned the 15 names so that there would be clarity and transparency.
Response: As communicated earlier, we restate that the role of ICICI Bank is limited to that of a distributor/ arranger vis-à-vis the Fund. Please note that ICICI Bank is not in a position to ensure the Fund’s compliance with the terms of the investment documents (like presentation, prospectus, PPM, etc.).
As mentioned on page 6 of the presentation of the Fund, the list of companies mentioned in the investment universe has been expressly stated as being only “indicative” in nature and hence, are subject to change. Further, on page 3 of the presentation (Investment Strategy) of the Fund, it is stated:
Quote-
- Invest primarily in commercial papers & non-convertible debentures. The Indian domestic rating is likely to be at least AA or P1+ and equivalent by CRISIL / Fitch / CARE /ICRA.
- The Fund may opportunistically invest in other rupee & overseas debt instruments of Indian corporate.”
Unquote.
Additionally, please also take note of the investment strategy of the Fund as detailed in the Supplemental PPM (“SPPM”):
Quote-
The Share Class shall be predominantly invested in Total Return Swaps (TRS), which may be invested in the following instruments (the underlying instruments) having Indian domestic rating of A or P1 and equivalent by CRISIL / Fitch / CARE /ICRA;
· Commercial Papers
· Non Convertible Debentures
· Other debt or money market instruments permitted by SEBI and/or RBI for investments by FIIs.
The Company shall also be investing a portion of its portfolio in other instruments like Convertible Bonds, Corporate Bonds and other debt instruments issued by Indian corporate outside India.
Unquote.
You would appreciate that we have regularly shared all updates, as and when received from the Fund, with you. One such update dated May 3, 2011, as received by the Fund and shared with you, clearly specified the exposure of your initial investment in FCCBs (as a percentage of total portfolio). Thereafter, an update received from the Fund was shared with you on April 27, 2012 which mentioned the pay out by the Fund as well as an overview of the situation of 3i InfoTech and Zenith InfoTech ltd.
Accordingly, as mentioned in the aforesaid April, 2012 update sent to you, if initial client equity in the Fund was US$ 100 per unit, investment in Zenith and 3i (at cost) accounted for 14.15% of the total levered portfolio which amounted to 54% of a client’s initial investment (adjusted for forex). The Fund then made a distribution of its entire Investments (excluding Zenith and 3i) to the shareholders which amounted to approximately 48% of a client’s initial investment.
Query 2:
On Page 3 of the Prospectus, it is mentioned that the Indian domestic rating is to be “at least AA or P1+ and equivalent by CRISIL/Fitch/Care/ICRA”. I would like to know what the rating of Zenith Computers and 3i were on the date when the Investment was made.
Response: As informed to you vide update (as received from the Fund) provided in May 2011, the rating for 3i Infotech Ltd was P1 (short term by CRISIL) and no rating was provided for Zenith Infotech Ltd. In both the cases, a brief investment rationale was provided by the Fund through the aforementioned update of May, 2011.
On an earlier occasion, we have shared this update with you vide our e-mail dated 21st December, 2015.
Query 3:
Can you please forward me a copy of the Private Placement Memorandum and the Supplemental PPM bearing my signature/acknowledgement (I recall clearly that the Presentation was provided to me and t