Code of Conduct for Prevention of Insider Trading

The Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations,1992, was amended on 22nd February 2002 (hereinafter referred to as “Regulations”) in terms of which a Stock Broker is required, inter alia, to frame a Code of Conduct for Prevention of Insider Trading by Employees of a Stock Broker, including its Directors In line with the said Regulations, the following Code of Conduct (hereinafter referred to as “the Code”) has been adopted by Keynote Capitals Ltd (hereinafter referred to as “KCL”), Member of the Stock Exchange, Mumbai 1 Director KCL has a Compliance Officer reporting to the Managing Director The Compliance Officer shall be responsible for setting forth Policies and Procedures and monitoring adherence to the Rules for the preservation of "Price Sensitive Information", pre-clearing of all Designated Employees and their Dependents Trades (directly or through respective Department heads as decided by the KCL), monitoring of Trades and the Implementation of the Code of Conduct under the overall Supervision of the Directors The Compliance Officer shall also assist all the Employees / Directors in addressing any Clarifications regarding SEBI (Prohibition of Insider Trading) Regulations, 1992 and KCL’s Code The Compliance Officer shall maintain a record of the Designated Employees and any Changes made in the List of Designated Employees 2 Prevention of "Price Sensitive Information" Employees / Directors shall maintain the Confidentiality of all Price Sensitive Information. Employees / Directors must not pass on such Information directly or indirectly by way of making a Recommendation for the Purchase or Sale of Securities Need to Know Price Sensitive Information is to be handled on a "Need to Know" basis, i.e. Price Sensitive Information should be disclosed only to those within KCL, who need the Information to discharge their Duty and whose Possession of such Information will not give rise to a Conflict of Interest or Appearance of Misuse of the Information Limited Access to Confidential Information Files containing Confidential Information shall be kept Secure. Computer Files must have Adequate Security of Login and Password, etc Chinese Wall To prevent the Misuse of Confidential Information, KCL shall adopt a "Chinese Wall" Policy which separates those Areas of KCL, which routinely have access to Confidential Information, considered "Inside Areas" from those Areas which deal with Sale / Marketing / Investment Advise or other Departments providing Support Services, considered "Public Areas" The Employees in the Inside Area shall not communicate any Price Sensitive Information to anyone in Public Area The Employees in Inside Area may be physically segregated from Employees in Public Area Demarcation of the various Departments as Inside Area may be implemented by KCL In Exceptional Circumstances, Employees from the Public Areas may be brought "Over the Wall" and given Confidential Information on the basis of "Need to Know" Criteria, under Intimation to the Compliance Officer 3 Prevention of Misuse of Price Sensitive Information Employees / Directors shall not use Price Sensitive Information to Buy or Sell Securities of any sort, whether for their Own Account, their Relative’s Account, KCL’s Account or a Client's Account. The following Trading Restrictions shall apply for Trading in Securities Pre-clearance of Trades All Directors / Designated Employees of KCL, who intend to deal in the Securities of the Client Company (above a Minimum Threshold Limit to be determined by KCL) shall pre-clear the Transactions as per the pre-dealing Procedure as described hereunder An Application may be made in such form as KCL may specify in this regard, to the Compliance Officer indicating the Name and Estimated Number of Securities that the Designated Employee / Director intends to deal in, the Details as to the Depository with which he has a Security Account, the Details as to the Securities in such Depository Mode and such other Details as may be required by any rule made by KCL in this behalf An Undertaking shall be executed in favor of KCL by such Designated Employee / Directors incorporating, inter alia, the following Clauses, as may be applicable That the designated Employee / Director does not have any Access or has not received any "Price Sensitive Information" upto the time of signing the Undertaking That in case the designated employee / director/partner has access to or receives "Price Sensitive Information" after the signing of the undertaking but before the execution of the transaction he/she shall inform the Compliance officer of the change in his position and that he/she would completely refrain from dealing in the securities of the client company till the time such information becomes public. That he / she has not contravened the Code of Conduct for prevention of Insider Trading as specified by KCL from time to time That he / she has made a Full and True Disclosure in the matter 4 Restricted / Grey List In order to monitor Chinese Wall Procedures and Trading in Client Securities based on Inside Information, KCL shall restrict Trading in certain Securities and designate such List as Restricted / Grey List Security of a Listed Company shall be put on the Restricted / Grey List if KCL is handling any Assignment for the Listed Company or is preparing Appraisal Report or is handling Credit Rating Assignments and is Privy to Price Sensitive Information Any Security, which is being purchased or sold or is being considered for Purchase or Sale by KCL on behalf of its Clients / Schemes of Mutual Funds, etc shall be put on the Restricted / Grey List As the Restricted List itself is a Highly Confidential Information it shall not be communicated directly, or indirectly to anyone outside KCL. The Restricted List shall be maintained by Compliance Officer When any Securities are on the Restricted List, Trading in these Securities by Designated Employees / Directors may blocked or may be disallowed at the time of pre-clearance 5 Other Restrictions All Directors / Designated Employees shall execute their Order within One Week after the approval of pre-clearance is given. If the Order is not executed within One Week after Approval is given, the Employee / Director must pre-clear the Transaction again All Directors / Designated Employees shall hold their Investments for a Minimum Period of 30 Days in order to be considered as being held for Investment Purposes The Holding Period shall also apply to Purchases in the Primary Market (IPOs). In the case of IPOs, the Holding Period would commence when the Securities are actually allotted In case the Sale of Securities is necessitated by Personal Emergency, the Holding Period may be waived by the Compliance Officer after recording in Writing his / her reasons in this regard Analysts, if any, employed with KCL while preparing Research Reports of a Client Company(s) shall disclose their Share Holdings / Interest in such Company(s) to the Compliance Officer Analysts, who prepare Research Report of a Listed Company shall not Trade in Securities of that Company for 30 Days from Preparation of such Report 6 Penalty for Contravention of the Code Any Designated Employee / Director who trades in Securities or communicates any Information or counsels any Person Trading in Securities, in Contravention of the Code may be penalised and appropriate Action may be taken by KCL Designated Employees / Directors of KCL, who violate the Code may also be subject to Disciplinary Action by the Company, which may include Wage Freeze, Suspension, etc The Action by KCL shall not preclude SEBI from taking any Action in case of Violation of SEBI (Prohibition of Insider Trading) Regulations, 1992 7 Information to SEBI in case of Violation of SEBI (Prohibition of Insider Trading) Regulations In case it is observed by KCL / it’s Compliance Officer that there has been a Violation of these Regulations, SEBI shall be informed by KCL 8 Listed Intermediaries to comply with both Part A and B of Schedule I The Intermediaries such as Credit Rating Agencies, Asset Management Companies, or Broking Companies etc whose Securities are listed in Recognised Stock Exchange shall comply with both Part A and Part B of this Schedule in respect of its Own Securities and Client’s Securities By Order of the Board of Directors of Keynote Capitals Ltd (KCL) Sd/- Mr.Suraj Saraogi Director Place Mumbai Date 25.02.2002

Fraud Prevention : Keynote is dedicated to ensure that your trading accounts remain secure and your personal information remains private. Here are some tips that will help you feel comfortable when you trade with us. Protect Your Online Brokerage Account: The Internet and, more recently, wireless technology have made it easy for investors to check brokerage account information and initiate investment transactions on the go. Keynote is issuing this Alert to warn investors to take precautions to help ensure the security of their brokerage accounts. Not doing so puts your account information and investments at risk. By following a few simple steps, you can make it much harder for unauthorized people to gain access to your account. In the event of your account access information has been stolen or compromised you can get in touch with us on (022) 30266000/22694322 or drop a mail at kcl@keynoteindia.net Lock the Door Behind You It is very important to terminate each online session when you are finished-usually by clicking the "Log out" link on the site. This is the computer equivalent to locking the door when you leave the house. If you merely type in another address, or close or minimize the Web browser window, it may be possible for unauthorized users with access to the same computer to gain access to your account information. Retrieving this information could be as easy as clicking on the Internet browser icon, pressing the browser's Back button, or calling up a browser's Internet History. Guard the Front Door Recently, a popular browser such as Microsoft Internet Explorer has introduced a feature where the browser offers to "remember" your usernames and passwords to secure web sites. Think twice about using this feature as it may allow others who can access your computer to log in to your brokerage or other online account. Never allow the browser to remember user names and passwords when using a public, shared computer. Other Tips Avoid using any computer that is not your own to access your brokerage or other online account. Never share your password information with others. Create passwords that are unpredictable. Do not use the same password for other accounts. Change passwords regularly. Beware of over-the-shoulder snoops when using public Computers. If you suspect that your password has been stolen or used by others, notify us immediately. If you must use a public or borrowed computer, you can diminish the risk somewhat if you clear all Temporary Internet Files and History from the browser after you are finished (if you are using Microsoft Internet Explorer, this is done by clicking the Tools menu, selecting Internet Options, then selecting Delete Files from the Temporary Internet Files area and Clear History from the History area). Note: You may not always have the ability to delete this information from someone else's computer, and you can't be certain if it contains spyware or viruses Do not store passwords in a file on your PC or laptop-they are at risk if your PC is serviced or stolen. By taking a few key steps you can avoid the most common pitfalls. Follow general best practices for securing any Internet-connected computer: Keep your computer up to date with the latest security updates. Install a firewall and anti-virus software on any laptop or PC with wireless connectivity. When accessing your personal financial information online, you should have a secure web connection at all times - the web site address should start with "https://" instead of "http://" and you should see a secure symbol such as a closed padlock or key on the status bar in the lower right part of your screen. Read Account Statements Carefully Finally, your account statements are the last line of defence. Be sure to review your account information regularly. Many firms allow you to do so online at any time. If there are transactions that look suspicious, report them to us immediately.

Escalation – Immediate – Trading Operations
Department	Officer Name	Email	Off. Phone	Mobile
KYC	Firoz Khan	firoz@keynotecapitals.net	022-4332 6000	9892384856
DP	Hriday Choudhari	hriday@keynotecapitals.net	022-4332 6000	9322232676
Back Office	Neha Raut	neha@keynotecapitals.net	022-4332 6000	9892314560
Accounts	Geetanjali Joseph	geetanjali@keynotecapitals.net	022-4332 6000	9867105515
RMS	Sachin Nagdeote	sachin.n@keynotecapitals.net	022-4332 6000	9833727182
IT	Nilesh Patil	nilesh.p@keynotecapitals.net	022-4332 6000	9890129111
Escalation – Senior Authority – Trading Operations
Department	Officer Name	Email	Off. Phone	Mobile
KYC	Jayaraj Nayar	jairaj@keynoteindia.net	022-43326000	9870404710
Dp
RMS	Devin Joshi	devin@keynoteindia.net	022-43326000	9867215014
Back Office
Accounts
IT	Amit Jaokar	amit.jaokar@keynotecapitals.net	022-43326000	9867264939
Escalation – Final Authority – Trading Operations
Department	Officer Name	Email	Off. Phone	Mobile
All Unresolved Issues	Keval Bhanushali	keval@keynoteindia.net	022-43326000	8976111114