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Shareholder -- Code of Conduct
Code of Conduct
I. Purpose and Overview
(1) Applicability : This Code of Conduct ("Code") is applicable to the following (Hereinafter to be referred to as "Covered Parties"):

(a) All the members of the Board of the Company

(b) All permanent employees of the Company
(2) Purpose of the Code : The aim of this Code is to set forth the values and business standards for the governance of the Company, and also provide a set of basic principles to promote a minimum standard of honest and ethical conduct to which the Covered Parties are expected to conform while carrying out their duties

Considering that the Company is in a fiduciary business of managing third party funds, strict adherence to the principles, procedures and rules set out in this Code will help to protect not only the Company but also the Covered Parties from risk of complaints, censure and litigation. The highest level of personal integrity is expected of all Covered Parties
II. Compliance with Laws, Rules and Regulations
(1) Compliance : It is mandatory for all Covered Parties to comply with all the applicable laws of India, and other jurisdictions, in which the Company might conduct its business

This Code does not summarize all applicable laws, rules, and regulations. In situations where the applicable law is less restrictive than the principles of the Code, Covered Parties are required to comply with the Code, even where the conduct is legal under the applicable laws. In situations where the applicable law is more restrictive than the Code, Covered Parties are required to comply with the applicable law

Any questions as to the applicability of any law are to be referred to the Chief Financial Officer
(2) Honest and Ethical Conduct : "Honest and Ethical conduct" is defined as conduct that is free from fraud or deception, and conforms to accepted professional standards of conduct

It is mandatory for Covered Parties to act in accordance with the highest standards of honesty and ethical conduct, both while working on the Company's premises and at any other place where they are representing the Company
III. Fair Dealing
  All Covered Parties shall make every effort to deal fairly with the Company's shareholders, competitors, customers and employees, and not take unfair advantage of any individual through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. All Covered Parties should promote equal employment opportunities, and unfair, inequitable and partial treatment would be looked upon as unacceptable and not be tolerated
IV. Conflicts of Interest
(1) Avoidance of Conflicts : All Covered Parties are required to conduct themselves in such a manner as to avoid a conflict of interest, whether real or apparent. Each Covered Party has a responsibility to the Company and its stakeholders to avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny and hence, the Covered Parties should always strive to avoid even the appearance of impropriety
(2) Definition of Conflict of Interest : A "Conflict of Interest" arises where the personal interests of a Covered Party interferes or appears to interfere in any manner with the interests of the Company. Conflicts of interest can occur where a Covered Party acts in a manner or has interests that could reasonably be expected to make it difficult to make objective decisions on behalf of the Company or to perform his or her duties objectively and effectively
(3) Potential Conflict Situations :
 
  • Employment/ Outside Employment : Covered Parties are required to give full attention to the business interests of the Company and not engage in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company

    Covered Parties are also prohibited from accepting simultaneous employment with a customer or competitor, or from taking part in any activity that enhances or supports a competitor's position. Additionally, Covered Parties must disclose any interest that might conflict with the business of the Company

  • Outside Directorships : Covered Parties can serve as directors in any company, which compete with the Company or have any interests that adversely influence the performance of their responsibilities to the Company only with the permission of the Chairman

    The Covered Parties shall accept directorships of companies in which the funds under management of the company have invested, provided the Covered Party has been nominated by the Company as its nominee director. Such Covered Party shall observe the Company's guidelines on Nominee Directors

  • Business Interests : Covered Parties are not permitted to participate in any transaction or business arrangement, or otherwise act in a manner that creates or appears to create a conflict of interest

    If a potential conflict arises, they must make a full disclosure of all facts and circumstances to the Chairman

  • Related Parties : As a rule the Covered Parties should avoid conducting Company's business with a relative or with a business in which a relative is associated in a significant role

    A Conflict of interest may arise when a Covered Party or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company, whether from that Company or from a third party

    Relatives for the purpose of this Code shall have the same meaning as defined in the Companies Act, 1956

    If a related party transaction is unavoidable, it must be fully disclosed to the Chairman. Also any dealings with a related party must be conducted in a manner such that no preferential treatment is given to such party

  • Gifts : Covered Parties are not permitted to accept any gift, gratuity, entertainment or any other item, regardless of its value, conditioned upon the Company doing business with the entity or person giving the gift

    Gifts having more than a nominal value can cause Covered Parties to feel placed in a position of "obligation" and/or give the appearance of a conflict of interest

  • Other Situations : The list of abovementioned situations is not exhaustive as it is not possible to list out all possible situations that might arise

    If a Covered Party becomes aware of a conflict or potential conflict, or who has a question about whether a conflict exists, they should bring the issue to the attention of the Chief Financial Officer
V. Corporate Opportunities
  Covered Parties owe a duty to the Company to advance the Company's legitimate interests when the opportunity arises. Covered Parties are prohibited from taking any opportunities that arise through the use of Company's property, information or position for their personal gain, or directly or indirectly competing with the Company
VI. Interaction with Public Officials
(1) Relationships with Government Personnel : Covered Parties are barred from giving money or gifts to any Government official or employee, if doing so could reasonably be construed as being in connection with the Company's business relationship
(2) Political Contributions : Contributions to political campaigns must not be, or appear to be, made with or reimbursed by the Company's funds or resources. However, Covered Parties are permitted to make personal political contributions as they see fit in accordance with applicable laws
(3) Prohibition of inducement : The Covered Parties under no circumstances should offer to pay, make payments, promise to pay or issue authorisation to pay any money, gift or anything of value to anyone that is perceived as intended directly or indirectly to influence any business decision or commission of any fraud
VII. Standards of Business Conduct
(1) External Conduct : Every Covered Party portrays the Company to the world at large, both inside and/or outside the official premises. Therefore it is essential to uphold the principles and policies of the Company and ensure that their conduct at no time tarnishes the reputation of the Company
(2) Prohibited Conduct : The following acts will be construed as Prohibited Conduct and could result in disciplinary action :
  • Acts that cast doubt on a Covered Party's integrity, such as falsification of Company records and documents, competing in business with the Company, divulging trade secrets, or engaging in any other criminal act

  • The use, sale, purchase, transfer, possession, or attempted sale, purchase or transfer of alcohol or drugs at the workplace; or reporting to work while under the influence of alcohol or drugs, rendering one unfit to work

  • Any form of harassment, including threats, intimidation, abusive behavior and/or coercion of another individual during the course of business
(3) External Commitments : The Covered Parties shall not commit the Company to any obligations vis-à-vis third parties unless the person is duly authorised to do so
VIII. Protection and Proper Use of the Company's Assets
  Company's Assets include but are not restricted to intellectual property such as business plans, information of investee and potential investee companies and unpublished financial data and reports

Company's Assets are to be used solely for their intended business purpose, and not to promote improper or illegal business conduct. Any other use without the express prior approval of the appropriate authority would be construed as a misuse

Covered Parties should take measures to prevent the misuse of Company's assets. Company's funds should be used only for business purposes. The Covered Parties should ensure that the Company received good value for the money spent. The Covered Parties under no circumstances should use the Company's funds for personal purposes
IX. Confidentiality
(1) Confidential Information defined : "Confidential Information" comprises all non-public information that might affect the ability of the Company to pursue certain objectives, be of use to competitors, or is detrimental to the Company and/or its stakeholders, if disclosed. This includes information relating to the Company's business that would reasonably be expected to result in a significant change in the market value of any of the Company's securities or any information a reasonable investor would consider important in making an investment decision. Confidential Information also includes "tips" received directly or indirectly from corporate insiders, whether or not in the context of a client relationship. Tips are especially likely to be considered confidential information when the recipient knows, or should know, that the corporate insider has disclosed the information improperly, in breach of the insider's duty to his or her own company/institution
(2) Confidentiality Obligation : Covered Parties are required not to disclose Confidential Information that they receive or become privy to in the course of the Company's business, except when such disclosure is authorised or legally mandated. Additionally, a Covered Party cannot use Confidential Information for his or her personal benefit, or for any related person
(3) Interception : No Covered Party shall acquire or attempt to acquire or intercept any confidential or proprietary information from any source whatsoever in the Company, which is not essential for the discharge of his or her official duties
(4) Acknowledgment : Where the Company has issued a confidentiality letter, Covered Parties must adhere strictly to its provisions
(5) Media : The Covered Parties should not communicate any Company information to media or any financial analyst unless specifically authorised by the Vice Chairman / Managing Director. All such inquiries or calls should be referred to Vice Chairman / Managing Director. All press releases should be issued by Vice Chairman / Managing Director
(6) Length of Confidentiality Obligations : The obligation to comply with the Confidentiality Policy does not end when the Covered Party ceases to be a director or employee of the Company
X. Compliance with the Code of Conduct
  Covered Parties having knowledge of or suspecting a violation of applicable law or this Code of Conduct are required to immediately report this information to the Chairman, to safeguard the Company's assets, financial integrity and reputation

The Chairman shall determine appropriate action in response to violations of this Code of Conduct
XI. Reporting Violations
(1) Questions and Concerns : Covered Parties should bring any questions regarding the Code to the attention of the Chief Financial Officer when determining the best course of action in a given situation
(2) Responsibility to Report Violations of the Code and Law : The Covered Parties should promptly report any actual or apparent violations of this Code. Any such reports may be made anonymously. Confidentiality will be maintained, to the extent permitted by law

The Covered Parties shall also promptly report any complaints which any third party may have against any employee and also report if any employee gets involved in any judicial proceedings, arbitration or any investigation or enquiry by any regulatory authority

The Covered Parties should be vigilant about evidence of money laundering and report the same
(3) Protection of Covered Parties : Covered Parties are expected to promptly contact the Chairman if he or she is of the belief that he or she has observed illegal or unethical behavior by any employee, officer, or director, or by anyone purporting to be acting on either Company's behalf

The Company will maintain the anonymity of the individual making such a report; to prevent retaliation or discrimination of any kind against anyone who reasonably believes there has been possible illegal or unethical conduct and reports these concerns in good faith

However, disciplinary action would be taken against a Covered Party who makes a report claiming illegal or unethical conduct, knowing such a report to be false
(4) Investigations : Covered Parties are not permitted to carry out their own investigation, but are required to cooperate fully with any investigation made by the Company or its representatives
XII. Accountability for Adherence to the Code
(1) Honesty and Integrity : Covered Parties are required to carry out their duties with honesty and integrity, and to comply with the general principles set forth in the Code, and in any areas not specifically addressed by the Code
(2) Disciplinary Actions : This Code does not restrict the Company from taking disciplinary action on matters relating to the conduct of a Covered Party, whether the matter is expressly set forth in the Code or not
XIII. Amendments, Modification And Waiver
(1) Amendments : This Code may be amended or modified by the Board of Directors
(2) Definition of Waiver : "Waiver" is defined as a material departure from a provision of the Code
(3) Manner for Requesting Waivers : The Chairman generally will not grant waivers to the Code. A Covered Party seeking a waiver must make a full written disclosure of the particular situation to the Chairman and the waiver, if granted, must be approved in writing by the Chairman and promptly disclosed
XIV. Internal Use :
  The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion
XV. No Rights Created :
  This Code of Conduct is a statement of certain fundamental principles, policies and procedures that govern the Directors/ Officers of the Company in the conduct of the Company's business

It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity