I, Jinanand Research AnalysT, Proprietor – Mr. Rajesh Jain, as a Research Analyst, in individual capacity, hereby declare and undertake that:

Establishing Internal Policies and Procedures:

a) I shall have written internal policies and control procedures governing the dealing and trading by Research analyst for

i.  Addressing actual or potential conflict of interest arising from such dealings or trading of securities of the subject company; 
ii.  Promoting objective and reliable research that reflects the unbiased view of research analyst;
iii. Preventing the use of research reports or research analyses to manipulate the securities market.

b) I shall have in place appropriate mechanisms to ensure independence for my research activities from any other (if any) of my business activities.

Limitations on trading by Research Analysts:

c)       I shall ensure that the Personal trading activities shall be recorded.

d)      I shall not deal or trade in securities that the research analyst recommends or follows within thirty days before and five days after the publication of the research report

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

Limitations on publication of research report, public appearance and conduct of business, etc.

g)      I shall not publish or distribute research report or research analysis or make a public appearance regarding a subject company for which I may have acted as a manager or co-manager at any time falling within a period of:

i.         Forty days immediately following the day on which the securities are priced if the offering is an initial public offering; or 
ii.       Ten days immediately following the day on which the securities are priced if the offering is a further public offering:
Provided that the research analyst may publish or distribute research report or research analysis or make a public appearance within such forty days and ten-day periods, subject to prior written approval as specified in the internal policies and procedures.

h)      I shall not publish or distribute research report or research analysis or make a public appearance regarding a subject company for which I may have acted as manager or co-manager of a public offering of securities of the company within fifteen days prior to the date of entering into and fifteen days after the expiration/waiver/termination of a lock-up agreement or any other agreement that the research analyst has entered into with a subject company that restricts or prohibits the sale of securities held by the subject company after the completion of a public offering of securities:

Provided that the research analyst may publish or distribute research report or research analysis or make public appearance regarding that company within such fifteen days subject to prior written approval as specified in the internal policies and procedures.

i)        I shall not participate in business activities designed to solicit investment banking or merchant banking or brokerage services businesses, such as sale pitches and deal roadshows.

j)        I shall not engage in any communication with a current or prospective client in the presence of personnel from investment banking or merchant banking or brokerage services divisions or company management about an investment banking services transaction.

k)      I shall have an adequate documentary basis, supported by research, for preparing a research report.

l)        I shall not provide any promise or assurance of favorable review in its research report to a company or industry or sector or group of companies or business group as consideration to commence or influence a business relationship or for the receipt of compensation or other benefits.

Disclosures in Research reports:

m)        I shall disclose all material information about itself including its business activity, disciplinary history, the terms and conditions on which it offers research report, details of associates, and such other information as is necessary to take investment decision, including the following:

i) Research analyst shall disclose the following in research reports and in public appearance with regards to ownership and material conflicts of interest:

1. Whether the research analyst or his associate or his relative has any financial interest in the subject company and the nature of such financial interest;
2. Whether the research analyst or his associate or his relatives have actual/beneficial ownership of one percent or more securities of the subject company, at the end of the month immediately preceding the date of publication of the research report or date of the public appearance;
3. Whether the research analyst or his associate or his relatives, has any other material conflict of interest at the time of publication of the research report or at the time of public appearance.

ii) Research analyst shall disclose the following in the research report with regards to receipt of compensation:

1. Whether it or its associates have received any compensation from the subject company in the past twelve months;
2. Whether it or its associates have managed or co-managed public offering of securities for the subject company in the past twelve months;
3. Whether it or its associates have received any compensation for investment banking or merchant banking or brokerage services from the subject company in the past twelve months;
4. Whether it or its associates have received any compensation for products or services other than investment banking or merchant banking or brokerage services from the subject company in the past twelve months;
5. Whether it or its associates have received any compensation or other benefits from the subject company or third party in connection with the research report.

iii) Research analyst shall disclose the following in public appearance with regard to receipt of compensation:

1. Whether it or its associates have received any compensation from the subject company in the past twelve months;
2. Whether the subject company is or was a client during twelve months preceding the date of distribution of the research report and the types of services provided;

iv) Whether the research analyst has served as an officer, director, or employee of the subject company;

v) Whether the research analyst has been engaged in a market-making activity for the subject company

vi) Research analyst shall provide all other disclosures in a research report and public appearance as specified by the Board under any other Regulations.

Contents of Research Report:

n) I shall take steps to ensure that facts in its research report are based on reliable information and shall define the terms used in making recommendations and these terms shall be consistently used;

o) If I shall employ a rating system, then I shall ensure that the system will clearly define the meaning of each such rating including the time horizon and benchmarks on which a rating is based;

p) If a research report contains either a rating system or price target for the subject company’s securities and the research analyst has assigned a rating or price target to the securities for at least one year, such report shall also have the graph of the daily closing price of such securities for the period assigned or for a three year period, whichever is shorter.

Recommendations in public media:

q) I shall disclose the registration status and details of financial interest in the subject company if he makes a public appearance.

Distribution of research reports:

r) I shall ensure that the research report shall not be made available selectively to internal personnel or a particular client or class of clients in advance of other clients who are entitled to receive the research report.

s) I shall ensure that I shall review the third party research report for any untrue statement of a material fact or any false or misleading information before distributing any third-party research report.

t) I shall disclose any material conflict of interest of such third-party research provider or shall provide a web address that directs a recipient to the relevant disclosures while distributing any third-party research report.

General Responsibility:

u) I shall maintain an arms-length relationship between its research activity and other activities.

v) I shall abide by the Code of Conduct as specified in the Third Schedule.

w) I shall seek prior approval from the Board in case of change in control of the research analyst.

x) I shall furnish to the Board information and reports as may be specified by the Board from time to time.

y) I shall take the responsibility to ensure that the Research analyst will comply with the certification and qualification requirements under regulation 7 at all times.

Maintenance of Records:

z) I shall maintain the following records:

1. Research report duly signed and dated;
2. Research recommendation provided;
3. Rationale for arriving at research recommendation;
4. Record of public appearance.

aa) I shall maintain all the records either in physical or electronic form and preserved them for a minimum period of five years:

Provided that where records are required to be duly signed and are maintained in electronic form, such records shall be digitally signed

bb)I shall conduct an annual audit in respect of compliance with these regulations from a member of the Institute of Chartered Accountants of India or the Institute of Company Secretaries of India.