INTERNAL CONTROL MANUAL FOR PMS OPERATIONS DEALING WITH CLIENTS REGISTRATION OF CLIENTS Preliminary: Disclosure document to be handed

d over to the clients at least two days prior to entering into an agreement with the client. Know Your Client Form (KYC) Member Constituent Agreement (MCA) Risk profiling/Risk Appetite of clients Fee structure for PMS services 1. Salient features of Know Your Client Forms Client information / Status Bank and Depository Account details Financial details of the constituent References Financial documents (for Non Individual Constituents)

Attachments to KYC form Photograph Proof of identity and address Board Resolution from corporate clients KYC to be obtained duly signed by all the clients Photocopy of cheque received from client needs to be maintained

2.

Salient features of Member Constituent Agreement Printed on a non-judicial stamp paper of appropriate value To be signed by both the PM and the client & to be dated To be witnessed Must contain clauses prescribed by SEBI from time to time Additional clauses may be included, but shall not contradict with Rules, Byelaws, Regulations Trading member through whom the trading be executed be mentioned

3.

Salient features of Risk Profiling/Appetite Client to acknowledge the risk Profiling/Appetite and be aware that certain basic risks are involved in trading in equity and derivative products Client to be aware that he can get Discretionary(where the portfolio account of the client is managed at the full discretion and liberty of the Portfolio Manager), Non discretionary (where the portfolio, which the Portfolio Manager manages in accordance with the directions and permission of the client) and Advisory services (where the client is advised on buy/ sell decision within the overall risk profile without any backoffice responsibility for trade execution, custody or accounting functions) as per his choice and can choose the investment plan according to their risk appetite. Risk contracts cannot be rescinded on the ground of lack of awareness or any other ground Trading Member to obtain acknowledgement in prescribed format. Additional clauses may be introduced by the trading member but shall not contradict with the basic format or the Rules, Byelaws, Regulations, etc.

4.

Fee structure for PMS services

The following are the general costs and expenses to be borne by the client availing the services of the Portfolio Manager. However, the exact quantum and nature of expenses relating to each of the following services is required to be annexed to the Portfolio Management Agreement in respect of each of the services provided by the Portfolio Manager to the clients concerned and as agreed between the Portfolio Manger and client. Portfolio Management Fees :The Portfolio Management Fees relate to the Portfolio Management Services offered to the Clients. The fee may be a fixed fee or performance based fee or a combination of both, as agreed by the client in the PMS Agreement. It also consists of Subscription Fees and Exit Load, as agreed by the client in the PMS agreement. Depository / Custodian fee : Charges relating to custody and transfer of shares, bonds and units, opening and operation of demat account, dematerialisation and rematerialisation, and / or any other charges in respect of the investment etc. Registration and transfer agents' fees : Fees payable for the Registrars and Transfer Agents in connection with effecting transfer of any or all of the securities and bonds including stamp duty, cost of affidavits, notary charges, postage stamps and courier charges. Brokerage, transaction costs and other services: The brokerage and other charges like stamp duty, transaction cost and statutory levies such as service tax, securities transaction tax, turnover fees and such other levies as may be imposed upon from time to time.

Fees and charges in respect of investment in mutual funds: Mutual Funds including HSBC Mutual Fund shall be recovering expenses or management fees and other incidental expenses and such fees and charges shall be paid to the Asset Management Company of the Mutual Funds on behalf of the Client. Such fees and charges are in addition to the portfolio Management fees described above.

Certification charges or professional charges: The charges payable to outsourced professional services like accounting, taxation and any legal services, etc.

Securities lending and borrowing charges: The charges pertaining to the lending of securities, costs of borrowings and costs associated with transfer of securities connected with the lending and borrowing transfer operations.

Any other incidental and ancillary charges: All incidental and ancillary expenses not recovered above but incurred by the Portfolio Manager on behalf of the client shall be charged to the Client.

The Portfolio Manager shall deduct directly from the cash account of the client all the fees/costs as specified above and shall send a statement to the client for the same. IN ACCORDANCE WITH SEBI CIRCULAR CIR. /IMD/DF/13/2010 DT. October 5, 2010 the fee to the portfolio manager in the form of profit / performance shall be computed on the basis of high water mark principle over the life of the investment, for charging of performance / profit sharing fee. High water mark principle: High water mark shall be the highest value that the portfolio/account has reached. Value of the portfolio for computation of high watermark shall be taken to be the value on the date when performance fees are charged. For the purpose of charging performance fee,

the frequency shall Not be less than quarterly. The portfolio manager shall charge performance Based fee only on increase in portfolio value in excess of the previously Achieved high water mark.

PREVENTION OF MONEY LAUNDERING ACT, 2002 (PMLA) Obligations of intermediaries under Prevention of Money Laundering Act, 2002 (PLMA) Appoint a Principal Officer who would be responsible for ensuring provisions of PMLA Name, designation, address and e-mail address of such Principal officer be intimated to Office of Director FIU, Delhi Adopt written procedures to implement the anti-money laundering provisions Communicating the policies relating to PMLA/CFT to management/staff handling accounts information, securities transactions and customer records (at branches/ department/ subsidiaries) The Policy to contain ; risk based approach, classification of clients as Clients of Special category (CSC), verification of names of customers in updated list of individuals and entities subject to various sanction measures of UN Security Council Committee and complying with Government order UAPA Co-operation with law enforcement authorities and timely disclosure of information To maintain and follow PMLA as per the documented AML policy. of

PERIODIC REPORTS TO THE CLIENTS Report to be sent to the client on Quarterly basis containing the following details, namely:-

(a) the composition and the value of the portfolio, description of security, number of securities, value of each security held in the portfolio, cash balance and aggregate value of the portfolio as on the date of report;

(b) transactions undertaken during the period of report including date of transaction and details of purchases and sales;

(c) beneficial interest received during that period in respect of interest, dividend, bonus shares, rights shares and debentures;

(d) expenses incurred in managing the portfolio of the client;

(e) details of risk foreseen by the portfolio manager and the risk relating to the securities recommended by the portfolio manager for investment or disinvestment.

This report may also be available on the website with restricted access to each client. The portfolio manager shall, in terms of the agreement with the client, also furnish to the client documents and information relating only to the management of a portfolio. The client has right to obtain details of his portfolio from the portfolio managers.

RESPONSIBILITY OF PORTFOLIO MANAGER Portfolio Manager shall abide by the Code of Conduct as specified in Schedule III Minimum amount to open Portfolio account will be Twenty five lacs rupees. The portfolio manager shall act in a fiduciary capacity with regard to the client's funds. The portfolio manager shall keep the funds of all clients in a separate account to be maintained by it in a Scheduled Commercial Bank. The portfolio manager shall not derive any direct or indirect benefit out of the client's funds or securities. The portfolio manager shall not lend securities held on behalf of clients to a third person except as provided under these regulations] The portfolio manager shall ensure proper and timely handling of complaints from his clients and take appropriate action immediately. The portfolio manager shall segregate each clients' funds and portfolio of securities and keep them separately from his own funds and securities and be responsible for safekeeping of clients' funds and securities. The portfolio manager shall not borrow funds or securities on behalf of the client. The portfolio manager shall not borrow funds or securities on behalf of the client The portfolio manager shall transact in securities within the limitation placed by the client himself with regard to dealing in securities under the provisions of the Reserve Bank of India Act, 1934 (2 of 1934) Portfolio Managers to keep notes on every trade decision taken A Chinese wall between PMS trading and general trading is to be made highlighting separate space, separate dealer etc.

INVESTOR GRIEVANCE REDRESSAL MECHANISM a) Name, address and telephone number of the investor relation officer who shall attend to the investor queries and complaints: Name Telephone Email Address : : : : Mr. Anuj Jain 011-42487888 ksbll@yahoo.co.in G-55, Third Floor, Royal Palace, Vikas Marg, Laxmi Nagar, Delhi - 110092 The officer mentioned above will ensure prompt investor services. The portfolio manager will ensure that this office is vested with necessary authority, independence and the means to handle investor complain

b)

Grievance redressal and dispute settlement mechanism

The portfolio manager will endeavour to address all complaints in a reasonable manner and time. If the client remains dissatisfied with the remedies offered or the stand taken by the portfolio manager, the client and the Portfolio Manager shall abide by the following mechanisms: Any and all claims and disputes arising out of or in connection with this Agreement or its performance shall be settled by arbitration by a single arbitrator to be appointed by the Portfolio Manager. Manager may in its sole discretion specify. 1996. The arbitration shall be held at Delhi or at such other place within India as the Portfolio The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act,