CURRICULUM VITAE (CV)

1.

FOR

PROPOSED PROFESSIONAL STAFF

Proposed Position : Financial Expert : Self employed Chartered Accountant : JINENDER JAIN : 12th November 1962 Nationality : Indian

2. Name of Firm 3. Name of Staff 4. Date of Birth

5. Education: Degree Chartered Accountant (FCA) Bachelor of Commerce (B.Com) Institution Institute of Chartered Accountants of India Rajasthan University Year 1985 1982 Remarks Achieved All India Rank 12th Achieved merit in college

6. Membership of Professional Associations: a. FCA Member, The Institute of Chartered Accountants of India b. Member, PHD Chamber of Commerce and Industry (PHDCCI) c. Member, PHDCCIs Committee on Direct Taxes d. Member, PHDCCIs Committee on Foreign Trade & Investments e. Member, PHDCCIs, Committee on Capital Markets. f. Member, PHDCCIs Committee on International Affairs g. Member, NIRCCs Patparganj Study Circle for Ongoing Professional Education. 7. Other Training: a. Technical Analysis of capital and commodity markets data, charts etc. on BLOOMBERG b. Technical Analysis of capital and commodity markets data, charts etc on METASTOCK c. Fundamental Research in Indian Capital Markets d. Microsoft Office 2007 8. Countries of Work Experience: India, Mauritius, UK, France, Dubai, Vietnam 9. Languages: Languag e English Hindi 10. Comprehen sion Excellent Excellent Written Excellent Excellent Spoke n Excelle nt Excelle nt

Employment Record: Self- employed, Headquartered at New Delhi 12. Works Undertaken that Best Illustrate Capability to Handle the Tasks Assigned

11. Professional Competency & Skills Mergers,

Amalgamations, Transaction advisory Customized outsourced research and analytics Financial advisory Strategic Consultancy Tax Controversy and Dispute Resolution Direct Tax & Service Tax Due diligence Project Management Risk assessment and mitigation Corporate Restructuring Audit Tax audit, Internal audit, Stock audit, Statutory audit. Arranging term loan / working capital from Financial Institutions / banks, Project report Fundamental & Technical research in Indian capital markets Private wealth management for different asset classes Advisory to overseas clients who propose to invest in India

A. Name of assignment or project: Established International Arbitrage business in various commodities between NCDEX/MCX (India) and Chicago Mercantile Exchange/London Metal Exchange (CME/LME) USA & UK respectively. Year : 2011-12 Location: Dubai, India Client: BLB Commodities Ltd. Main Project Feature: Establishing International Arbitrage business at Dubai by legal circumvention of Indian rules and regulations. Position Held: Capital Market Consultant, Transaction advisory Activities performed: Established International Arbitrage business in Various Commodities Listed on Stock Exchanges such as Gold, Silver, Copper etc. for large corporate client. Also identified Arbitrage opportunities in different currency pairs such as Dollar/Rupee, Euro/Rupee etc. Establishing company abroad for acquiring Trading Terminal of CME/LME and tying up with International Brokers. The scope of work includes the following: Strategic Consulting identifying roadmaps for new business venture; Business and Financial modelling establishing Trade Free Zone Company in Dubai for Indian parent company; Project management and financial integration of crosscountry business transactions; Risk management for treasury, liquidity and business operations Selection and Training of qualified staff to undertake day-to-day running of business. B. Name of assignment or project: Foreign Exchange Regulations Important aspects relating to outbound Investments by Indian Entities and setting up of Representative office in VIETNAM. Year : 2011 Location: New Delhi & Vietnam Client: BLB Commodities Ltd. Main Project Feature: Establish most suitable and cost -effective business presence in Vietnam for export - import activity. Position Held: Financial consultant and Transaction advisory Activities performed: Study of various aspects relating to decision making for selecting an organisation structure for setting up an overseas Business such as Branch/Liaison office, wholly owned subsidiary, Incorporation of a foreign company. Setting up of a Liaison office abroad for the purpose of Export/Import business for a corporate client. The scope of work included the following: Strategic Consulting identifying various organisation

structures for new Business Venture; Business Modelling - Identifying most appropriate form of business structure keeping in view International tax implications, implication of Transfer Pricing, Availability of Double Tax Benefits etc. Financial modelling establishing Liaison office of Indian corporate abroad (Vietnam). Risk analysis and management - operational and liquidity risks Study of various commodities which are exported from Vietnam, especially Agri- Commodities such as Clove, Pepper and other Spices. Selection of qualified staff to undertake day to day running business at Vietnam.

C. Name of assignment or project: Establishing Automated Trading Desk for Proprietory Trader for trading & arbitrage activities on National Stock Exchange of India. Year : 2009 - 2010 Location: New Delhi Client: M/s BLB Ltd. Main Project Feature: Same as Activities Performed Position Held: Capital Market consultant, Project Manager Activities performed: Established Automated Trading Desk for leading Indian Proprietary Broker, who has been contributing substantial liquidity to the equity & derivative markets in India since the last 40 years. Responsible for complete project planning and execution. This involved IT integration, software deployment, inducting alpha seeking strategies such as Pair Trading, Futures and Options trading, Directional Trading based on Market Analysis, Arbitrage Strategies, Equity Analysis, Index Trading and ETF exposure. The scope of work includes the following: Strategic formulation - Identifying & preparing road map for brand new initiative- strategic management; Preparing project outputs & deliverables; Business modelling developing business & financial model for the new venture; Project management, monitoring & co-ordinating all vendors & service providers involved in project implementation; Successful launch & operationalization of new venture involving deployment of Arbitrage Techniques for Program Trading. Risk management consultancy for treasury and liquidity risks D. Name of assignment or project: Established Portfolio Management Services

Year: 2008 Location: New Delhi Client: Globe Capital Limited Main Project Feature: Business Expansion activity for Organic growth and value addition Positions held: Transaction advisory, Project Manager, Capital Market Consultant Activities performed: Established Portfolio Management Services (PMS) division for Corporate Broker client, from inception to productive level. Client accounts for about 10% (National Stock Exchange) clearing volumes in its F&O segment. Was responsible for complete adherence of SEBI compliances, setting-up of office infrastructure (including HR requirements), selection of software and launching of various schemes/funds etc. The scope of work includes the following: Strategic Formulation Identifying & preparing road map for brand new initiative; Transaction advisory - synergizing and integration of existing business activity with new venture Preparing project outputs & deliverables; Business modelling developing business & financial model for the new venture; Project management, monitoring & co-ordinating all vendors & service providers involved in project implementation; IT evaluation - selection of appropriate software Successful launch of various portfolio schemes for retail clients. Developing Risk mitigation tools for operational risks associated with retail clientele E. Name of assignment or project: Customized research and analysis of Microsofts monopolistic Trade Practices. Year : 2007 Location: New Delhi Client: Private Corporate Main Project Feature: Conducted detailed research on monopolistic trade practices adopted by Microsoft corp. to capture market supremacy for its Operating System and unjustified high pricing of genuine Windows pack. Position Held: Research Analyst Activities performed: Customized research conducted on lawsuits & class-action suits against Microsofts monopolistic trade practices in America, EU & Asia. Review & analysis of costing of Microsofts Windows operating system caused by compulsory bundling of browser, mailer, MS Office, Media Player etc. into it. Comparison of available free-to-download operating systems & browsers etc. which were being overshadowed by Windows, due to marketing malpractices being adopted

by Microsoft. Result: Client required approx. 400+ Window OS packs to be installed for its arbitrage business operations, but the cost factor was prohibitive for genuine windows. This study served as a valuable bargaining tool for the client while conducting negotiations for installing genuine windows sourced directly from Microsoft at reasonable price, causing considerable saving on capital expenditure. F. Name of assignment or project: Detailed procedure for Legal participation of NRI investors in Indian capital markets under Reserve Bank of India (RBI) Portfolio Investment Scheme. Year : 2007 Location: New Delhi. Client: Stock-Broker Main Project Feature: Assist client in establishing NRI investment desk as per the RBIs Portfolio Investment Scheme. Position Held: Capital Market Consultant, RBI Consultant. Activities performed: Conducted in-depth research & analysis of RBI guidelines & provisions regarding NRI investment in Indian capital markets. Provided comprehensive & detailed procedure to client for introducing RBIs portfolio investment scheme (PIS) for facilitating NRIs to participate directly in listed securities. Fulfilled various RBI compliances on behalf of client. The scope of work included the following: Strategic Formulation for organic growth of existing business Risk analysis and development of risk management tools to handle operational risks G. Name of assignment or project: Exploring various possible Business Models involving Foreign Exchange in India. Year : 2007 Location: New Delhi Client: Private NBFC (Listed entity) Main Project Feature: Exploring various Business models involving Foreign Exchange in India, and their feasibility. Position Held: Research Analyst and Management Consultant Activities performed: Conducted customized detailed research on RBIs impending liberalisation of controls on foreign exchange capital movements. Collected all available information & relevant data on various business models that could emerge whenever the RBI decided to decontrol the rupees movement vis--vis the dollar. Conducted feasibility study for each model, which were utilized by client to chalk out future business plans. The scope of work included the following:

Customized research & analysis; Business modelling of various possible business ventures Feasibility study of the same Comparative analysis between each business model evaluating benefits and ease of Forex Trading through Web Portal vis--vis Trading currency futures at Dubai Gold & Commodity Exchange.

H. Name of assignment or project: Review & assessment of the Securities Transaction Tax (STT) in India, in comparison to similar tax on other international stock exchanges. Year : 2006 Location: New Delhi. Client: Informal Association of large Stock-Brokers. Main Project Feature: Research & analysis on levy of Securities Transaction Tax on Capital Market Transactions in India Position Held: Capital market consultant, Research Analyst Activities performed: Conducted customised research on the imposition of STT on various prominent stock exchanges around the world, as well as in Indian capital markets (NSE, BSE). Collected relevant data relating to retail investor participation prior & post STT, size of levy, effect on market volumes etc. Review & analysis of data to assess the impact of the levy of STT on Indian capital market transactions, and to draw a comparison on STT in India versus other capital markets such as NYSE, LSE, Korea, Italy, Hong Kong Stock Exchanges etc. This study was a base used by Indian stock brokers to appeal to the Ministry of Finance (India) to withdraw / rationalize STT in line with prevailing international practice. The scope of work included in depth study of international trade policies and procedures involving capital markets, suggested policy review and revision measures for Indian capital markets. I. Name of assignment or project: Legal consultancy regarding Capital Market operations falling under Substantial Acquisitions and Takeover Code of the Securities Exchange Board of India. Year: 2005-06 Location: France, India Client: M/s BLB Ltd Positions held: Capital Market Consultant, SEBI Consultant, Transaction advisory Main Project Feature: Protecting Minority Shareholders interest during Acquisition and Takeover activity. Activities performed: Represented NBFC client, (who was minority shareholder in a certain Indian company which was being silently taken over by acquiring substantial shares by an MNC entity) in legal case involving SEBIs

Substantial Acquisitions & Takeover Code. The case proceedings were held at Securities Appellate Tribunal (SAT) and later at the Supreme Court of India. The highprofile case involved the Indian subsidiary of an MNC, and attracted the whos who of the legal world. The case involved Technip, world leader in oil exploration activity registered in France, which had invested in an Indian company. Subsequently, Technip acquired more shares of the same which attracted the provisions of SEBIs Substantial Acquisition and Takeover Code. The matter came under dispute and at the first level, SEBI passed order against minority shareholders. On appeal before SAT, the decision was made in favour of Minority shareholders after which the MNC outfit Technip decided to file an appeal in the Apex court. The scope of work includes the following Representing client (aggrieved minority shareholder) in appeal against Technip before SAT. Successful in obtaining favourable judgement from SAT. Worked closely with senior counsel who was appointed for representing client in the Supreme Court. Assisted in drafting appeal and developing lines of argument after identifying gaps in Technips defence strategy. Arbitrage services -Visited France, where Technip was registered, to hold detailed discussions with French attorneys and solicitors. Mobilised legal opinion in favour of minority shareholders, in conformity with French laws. Obtained favourable written legal opinion in France on behalf of minority shareholders to be produced as evidence in India. Associated with senior counsel in India on behalf of the client as team leader till the case was decided. J. Name of assignment or project: Established International Arbitrage business in ADRs - GDRs Year: 2004 Location: UK, India Client: M/s BLB Mutual Services Limited Positions held: Transaction advisory & Capital Market Consultant Main Project Feature: Facilitating organic growth of existing arbitrage business Activities performed: Helped establish International Arbitrage business in ADRs-GDRs versus corresponding Indian shares for corporate client. Set-up subsidiary company abroad for this purpose and facilitated tie-ups with foreign brokers. The scope of tasks included : Strategic consulting and business modelling identifying roadmap for new business venture

Financial Modelling - establishing Indian subsidiary company abroad (Mauritius) Project management and financial integration of cross-country business transactions Selection and training of qualified staff to undertake day-to-day running of business.

K. Name of assignment or project: Setting up of subsidiary company in Mauritius Year: 2003 Location: Mauritius, India Client: Financial services company Positions held: Transaction Advisory and Financial Consultant Activities performed: Established overseas company in tax-haven country resulting in unfolding of cost effective access to international trading activity and substantial tax saving for client. The scope of work included the following Pre- feasibility study to determine most Taxefficient country, offering maximum DTAA benefits to Indian companies. Comparative analysis between available choices to select the most suitable country geographically Mauritius Locating and engaging suitable professionals in Mauritius to help establish local company Visiting Mauritius to supervise and manage the entire process Selection of most suitable form of company keeping in view long term goals of client Completion of paperwork and other compliances to establish new company Opening of bank account and conducting few preliminary transactions for ensuring smooth functioning, before handing over the completed project to the client L. Name of assignment or project: Mergers / Amalgamations, several projects:(a) Amalgamation of BLB Mutual Services Ltd. (transferor) with Naman Holding Ltd. ((Transferee) Year 1994-95. (b) Amalgamation of : M/s BLB Shares & Securities Services Ltd. (Transferor company) M/s BLB Fincap (India) Ltd. (Transferor company) M/s BMW Overseas Pvt. Ltd. (Transferor company) With M/s Namosiddhi Exports Ltd. (Transferee company) year 1995-96 (c ) Merger of M/s BLB Mutual Services Ltd. (Transferor) with M/s BLB Shares & Financial Services Ltd. (Transferee)

Year 1996-97. (d) Merger of M/s Laser Lamps (Haryana) Ltd. (Transferor) with M/s Lumax Industries Ltd. (Transferee) Year 1997-98. (e) Merger of M/s J.D. Properties Ltd. (Transferor) with M/s BLB Limited (Transferee) Year 2002-03 (f) Merger of M/s Deluxe Services Ltd. (Transferor) M/s Haryana Telecommunication Ltd. (Transferor) M/s IST Aviation Pvt. Ltd. (Transferor) With M/s Eastern India Power & Mining Company (Transferee) Year 2003-04.

ltd.

(g) M/s SWEN Television Ltd. (Transferor) with M/s DMC Vaults Ltd. (Transferee) Year 2005-06. Year: 1994 - till present Location: National Capital Region, Punjab & Haryana Client: Various clients (both Transferor and Transferee companies) Positions held: Transaction Services Consultant Activities performed: Conducting Merger/ Amalgamation activities for various companies involving planning, valuation reports, exchange ratio, proceedings with High Court, Official Liquidator and Company Law Board. Role starts from creating a roadmap for the entire transaction, uptil integration and evolution of the transaction into a new entity. Responsible for appointment of legal advocate, co-ordination & finalization of petitions of merger / amalgamation to be filed in High Court. Examination of tax & stamp duty implications of the proposed transaction so as to work out an optimal structure of the proposed transaction. Scope of work includes the following: Financial Engineering of the proposed companies under consideration and preparing scheme of Amalgamation / merger; Determination of exchange ratio, valuation of financial assets/liabilities of the transaction. Due-diligence of proposed companies. Convening & supervising the Extraordinary General Meeting of shareholders & creditors of both transferor & transferee companies, as per order of the High Court. Assisting & appearing with the advocate in the High Court uptil final hearing on amalgamation / merger. Supervising in giving effect in accounts for the transaction of all assets & liabilities as per the order of the High Court, and in conformity with the Accounting Standards.

M. Name of assignment or project: Tax Controversy & Dispute Resolution for Income Tax & Service Tax Several Projects as under: Applicability of Service Tax on Vocational Institutes U/s 65 of Service Tax Act. (Year 2010) Study and object of section 115JB of Income Tax Act, 1961 on Minimum Alternative Tax and it being Deemed Total Income. (Year 2010) Analysis of proposed Goods and Services Tax Act for Accelerated Economic Growth & Competitiveness in India. (Year 2009) Taxability of loss on sale of Depreciable Assets vis-a-via section 50 of Income Tax Act, 1961. (Year 2009) Validity under different circumstances of Notices issued U/s 147 of the Income Tax Act, 1961. (Year 2009) Consequences of failure / short Deduction of Income Tax at source under the Act. (Year 2009) Taxability on Conversion of stock in Trade to Investments u/s 45 of Income Tax Act, 1961 (Year 2008) Statutory fee paid to Regulatory Authority (SEBI) and its taxability u/s 43(B) of the Income Tax Act, 1961. (Year 2008) Taxability of scholarship for Education under Section 10 (16) of Income Tax Act, 1961 and Fringe Benefit Tax provisions thereon. (Year 2007) Applicability of Tax Audit u/s 44AB of Income Tax Act, 1961-Turnover for the purposes of trading in shares (Year 2007) Taxability of Donation under Fringe Benefit Tax u/s 115WA and 115WB of the Income Tax Act, 1961 (Year 2006) Taxability of Non-Compete fee and Exclusivity fee whether Business income or Capital Receipt. (Year 2002) Year : 2002 till present Location: New Delhi Client: Various clients Main Project Feature: Devising practical solutions to clients for resolving income tax & service tax disputes. Position Held: Tax Consultant Activities performed: Advice on tax issues under dispute & resolving mechanism, assistance in litigation before

appellate authorities, review of pending litigation of other uncertain tax positions, to comment on adequacy of defence, probability of success, and prevention of recurrence. The scope of work includes the following: Analyse & optimise the alternative remedies for dispute resolution; Drafting grounds of appeal & other submissions, preparing expert deliverable representation before appellate authorities. Ensuring that position taken before the appellate authorities should take into account impact on subsequent years. N. Name of assignment or project: Equity Research Outsourcing Year: 2000 - 2010 Location: Mumbai, New Delhi NCR Client: Stock Brokers & High Net Worth Clients Main Project Feature: Same as activities performed Positions held: Research analyst, Capital Market Consultant Activities performed: Conducted Equity research for listed securities of small-cap & mid-cap companies to identify potential outperforming stocks. As their consultant, helped clients to identify synergies/sources of value & mitigate risks, achieving full potential of returns on capital. The scope of work includes the following: Strategic Transaction advisory to maximise value & reduce risks; Due diligence & valuation of selective listed entities; Technical & fundamental analysis of identified stock. Transaction support services-identifying entry & exit points of investment; Risk management of treasury and liquidity risks O. Name of assignment or project: Fund raising by listed NBFC entity within the framework of relevant laws. Year : 1997 Location: New Delhi Client: Listed Non-Banking Financial Company (NBFC) Main Project Feature: Providing legal, efficient and costeffective manner for corporate fund raising. Position Held: Transaction Advisor - Financial Consultant Activities performed: Conducted detailed study & evaluation of legal available avenues to undertake fund raising activity for listed NBFC company.. Provided optimum solution keeping in view long-term goals & objectives of the company. Conducted all legal and statutory compliances relating to SEBIs Rules & Regulations with regard to private placement of debt instruments. The scope of work included the following:

Comparative analysis of issuance of NonConvertible Debentures and Preference shares. Financial engineering of NBFC entity to ensure smooth fund raising process. Risk profiling for debentures and preference shares, and developing risk management framework for the same

P. Name of assignment or project: Tax Audit, Broker Audit & Audit of various other organisations. Year : 1990 - present Location: Various locations in India Client: Arihant Metal Industries, Bagri Foundation, Prakriti, BLB Ltd., Tikku Education Foundation. Main Project Feature: Auditing Position Held: Team Leader of Audit Team Activities performed: Audit, Tax & regulatory compliances, tax planning, preparation & filing of tax returns, assistance with tax rulings & appeals before taxing authorities etc. Q. Name of assignment or project: Statutory / Internal Audit of manufacturing & trading concerns, several projects. Year : 1988 - present Location: Various locations in India Client: Pasupati Acrylon Ltd., IST Ltd., Kocher Oil Mills Ltd., R.M.S. Tools & Mouldings (P) Ltd., B.M.W Overseas Pvt. Ltd., Bagri Sons Ltd., Anu Colonisers Ltd, S.C. Industries Ltd.. Tarangini Investments Ltd., Antique Investment Co. Ltd., Namosiddhi Exports Ltd., and several others. Main Project Feature: same as activities performed Position Held: Team Leader of Audit Team. Activities performed: Audit of consolidated financial statements, verification of statutory & regulatory filings, consent, certification & review of letters & documents filed with the Securities Exchange Board of India (wherever necessary), due diligence related to M&A activities, verification of financial accounting & reporting standards. R. Name of assignment or project: Internal Audit of public sector Infrastructure Companies, several projects. Year : 1988 till date Location: Various locations in India Client: National Thermal Power Corp. Ltd. (NTPC), IRCON International Ltd., National Seeds Corp. Ltd., Uttar Pradesh State Textile Corp. Ltd. Main Project Feature: same as activities performed Position Held: Team Leader for Internal Audit team. Activities performed: Internal control reviews, financial plans, audit work schedules. Highlight, recommend and

report to the senior management about any significant deviations & the reasons for them. Also conducted stock audit & Gratuity Fund audit intermittently.

S. Name of assignment or project: Bank Inspection Audit, Concurrent Audit, Stock Audit, Branch Statutory Audit, Revenue audit of Nationalized Banks, Several Projects. Year : 1988 till date Location: Various Locations in India Client: Syndicate Bank, Central Bank of India, Vijaya Bank, Punjab & Sind Bank Union Bank of India, Oriental bank of India. Main Project Feature: same as activities performed Position Held: Team Leader of Audit Team. Activities performed: Assisted in aspects relating to credit policy based on various client segments and products, economic sectors, geographical location, currency and maturity etc. so that bank could develop a plan to optimize return while keeping credit risk within predetermined limits. Also participated in developing systems and procedures for identification, acceptance, measurement, monitoring and controlling risks. Verification of Accounts & disclosures, NPA recovery & their proof, verification of advances, Due diligence of loan documents, Physical verification of assets of borrower under mortgage, classification of loan accounts as standard/sub-standard/doubtful, or loss account. Establishing sound internal accounting functions, fraud prevention controls, verification of transaction record documentation, adherence to RBI guidelines etc. Scrutinizing SME and Microfinance activities of the bank, and assisting in suitable risk management of treasury, liquidity and operational risks associated with both classes of borrowers. T. Name of assignment or project: Term Loan Facility with Financial Institutions. Year : 1986 - 1990 Location: New Delhi Client: Uncle Chips Co. Ltd. (formerly Amrit Agro Industries Limited), Span Tubes Ltd., Abhiruchi EDP Aids (P) Ltd., Namo Siddhi Exports Ltd., R.M.S. Tools & Mouldings (P) Ltd. Main Project Feature: Same as Activities Performed Position Held: Financial Consultant Activities performed: The consultants specific role is to study broad level design & documentation for financial

requirements pertaining to non-working capital needs, i.e. capital required for land, building, machinery, equipment etc. The scope of work includes: Financial management of Accounting (including budgeting, capital management, expenditure management & treasury operations); Preparing detailed project report and an implementation time line; Arranging for Term Loan facility from Financial Institution at most favourable terms & conditions as possible. 13. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes myself, my qualifications, and my experience. I understand that any wilful misstatement described herein may lead to my disqualification or dismissal, if engaged. JINENDER JAIN / 2012 Date: [Signature of staff member or authorized representative of the staff]Day/Month/Year Full name of authorized representative: 14 / 03