Annexure – 1

INTERNAL POLICIES AND PROCEDURES  INTRODUCTION

The Securities & Exchange Board of India (SEBI) had formulated the SEBI (Research Analyst) Regulations, 2014 under the powers conferred on it under the SEBI Act, 1992. These regulations came into force with effect from 1st December 2014. Research analyst is required to follow the code formulated by us both in letter and spirit.

OBJECTIVE

It is mandatory in terms of the Regulations for every Research Analyst to formulate a Code of Conduct.In order to comply with the mandatory requirements of the Regulations, it was necessary to formulate a specific Code of Conduct for me/us.Our policy is only to publish investment research that is impartial, independent, clear, fair and not misleading. Such research may be produced and published only by the analysts working under us.

CODE OF CONDUCT

This Code of Conduct shall be called CODE OF CONDUCT FOR RESEARCH ANALYST (hereinafter referred to as ‘the Code of Conduct’).

The Code of Conduct shall come into force with immediate effect.

APPLICABILITY

This Code of Conduct is applicable to all RESEARCH ANALYSTS and ASSOCIATES, if any of the RESEARCH ANALYST.

IMPORTANT DEFINITIONS

“Research report” means any written or electronic communication that includes research analysis or research recommendation or an opinion concerning securities or public offer, providing a basis for investment decision except:-

comments on general trends in the securities market;

commentaries on economic, political or market conditions;

Periodic reports prepared for unit holders of mutual fund or alternative investment fund or clients of portfolio managers and investment advisers etc.

“Research analyst” means a person who is primarily responsible for:-

preparation or publication of the content of the research report or providing research report; or

making ‘buy/ sell/ hold’ recommendation or giving price target; or

offering an opinion concerning public offer,

Explanation.- The term also includes any associated person who reports directly or indirectly to such a research analyst in connection with activities provided above.

Any personnel appearing in public media and giving stock specific recommendation will be treated as research analyst and he/she has to follow all the applicable rules and regulations for the same.

APPOINTMENT OF COMPLIANCE OFFICER

Mr. Prakash Gaba would be the Compliance Officer under this Code. The compliance officer is responsible for monitoring the compliance of the provisions of the Act, these regulations and circulars issued by the Board.

The Compliance Officer shall maintain a record for the purpose of adherence to the Code of Conduct. The Compliance Officer shall assist all the analysts and its associates, if any in addressing any clarifications regarding the Regulations and the Company’s Code of Conduct.

In order to discharge his functions effectively, the Compliance Officer shall be adequately empowered and provided with adequate infrastructure to effectively discharge his function. In the performance of his duties, the Compliance Officer shall have access to all information and documents relating to the Securities of the Companies under research. The Compliance Officer shall act as the focal point for dealings with SEBI in connection with all matters relating to the compliance and effective implementation of the Regulations and this Code.

OBLIGATIONS FOR ANALYSTS

Research Analysts (herein after referred to as “Analysts”) are required to observe high standards of integrity and ethical behaviour.

All research reports must be based on strict standards of truthfulness and fair dealing, and must be presented in a manner such that they are fair, clear and not misleading.

Analysts are required to ensure that they have a reasonable basis for their analysis and recommendations.

The following are the obligations for the analysts.

Analysts who are working on a research project of any listed company, shall disclose their shareholding/interest to the Compliance Officer before commencing the research and submit a statement regarding his/her holding(s) in securities (including holdings of his/her dependents) in such a listed company and also an undertaking that he or his dependents shall not deal in the securities of the said listed company for a period of 30 days prior and/or 5 days after publication of research report.

Analysts shall not deal or trade directly or indirectly in securities that he reviews in a manner contrary to his given recommendation.

Analysts shall not purchase or receive securities of the issuer before the issuer’s initial public offering, if the issuer is principally engaged in the same types of business as companies that the research analyst follows or recommends.

Analysts shall have adequate documentary basis supported by Research for preparing the research report and the same is required to be maintained for a minimum period of 5 years.

The said documents shall be subject to annual audit from qualified auditor.

Analysts are required to obtain NISM certification on or before 30th November 2016.

INAPPROPRIATE INFLUENCES

Analysts are not permitted to accept any remuneration or other benefit from the issuer or any other party in respect of the publication of research;

Analysts are not permitted to offer or accept any inducement for the production of favorable research, including selective disclosure by an issuer of material information not generally available;

Analysts are not permitted to directly or indirectly offer favorable research, specific ratings or specific price targets as consideration or inducement for the receipt of business or compensation;

Analysts are not permitted to directly or indirectly offer or threaten to change research, a rating or price target as consideration or inducement for the receipt of business or compensation;

DISCLOSURE IN RESEARCH REPORTS

Where research reports provide an investment view or recommendation regarding a specific security, disclosures will be added as required by SEBI Regulation. These include:

Whether there is any financial interest in the company referred in research reports and the nature of such interest.

Whether there is 1% or more holding in securities of companies referred to in research reports;

Whether there is any other material conflict of interest;

Whether any acts pretending to a market making in the securities of companies referred to in reports;Information regarding any directorships or other material relationships with companies referred to in research reports;

Any Past significant relationships

CORRESPONDENCE AND CLARIFICATION

All correspondence and queries concerning this Code should be sent to the Compliance Officer,

Mr. Prakash Gaba

Place: Mumbai                                                    Dated: 1st July 2015